Docket No. 336

In the Matter of James V. Thompson

August 4, 1987

Disposition Agreement


This Disposition Agreement (Agreement) is entered into between
the State Ethics Commission (Commission) and James V. Thompson (Mr.
Thompson), pursuant to section 11 of the Commission's Enforcement
Procedures. This Agreement constitutes a consented to final
Commission order enforceable in the Superior Court pursuant to G.L.
c. 268B, s.4(j).

On February 23,1987, the Commission initiated a preliminary
inquiry into possible violations of the conflict of interest law,
G.L. c. 268A, involving Mr. Thompson, town counsel for the Town of
Ludlow. The Commission concluded the inquiry and, on May 18,1987,
found reasonable cause to believe that Mr. Thompson violated G.L.
c. 268A, s.s.17 and 19. Pursuant to G.L. c. 268B, s.4(c), the
Commission also authorized the initiation of a adjudicatory
proceeding to determine whether there had been a violation.

The parties now agree to the following findings of fact and
conclusions of law:

1. Mr. Thompson currently serves as Ludlow Town Counsel and has
been in this position since approximately 1982. As town counsel,
Mr. Thompson is a municipal employee as that term is defined in
G.L. c. 268A, s.1(g).

2. In approximately February, 1986, Thomas Hiersche (Hiersche),
a previous law client of Mr. Thompson, approached Mr. Thompson
with a signed purchase and sale agreement with a private purchaser for
a particular piece of property located in Ludlow. Hiersche
requested that Thompson represent him on the sale. Thompson agreed
to represent Hiersche and charged a standard fee for handling the
matter.

3. On February 5,1986, prior to Hiersche retaining Thompson,
Hiersche's realtor filed a notice with the town pursuant to G.L.
c. 61B, s.9, giving the town a 90-day right of first refusal
(option) on the land.

Page 299

4. Subsequent to being retained by Hiersche, and while as town
counsel routinely reviewing correspondence to the Ludlow Board of
Selectmen (Selectmen), Thompson observed the c. 61B notice filed
by Hiersche's realtor and realized that it was incorrect. Thompson
then contacted Hiersche, advised him of the problem and informed
him that he (Thompson) would write a proper notice for Hiersche to
the Selectmen. Thompson subsequently prepared a new notice, dated
February 21,1986, and filed it with the Selectmen on behalf of
Hiersche.

5. At the February 25,1986 Selectmen meeting, Mr. Thompson was
asked questions by and provided clarification to the Selectmen
regarding the c. 61B process. At the March 25,1986 Selectmen
meeting, Thompson again provided clarification to the Selectmen
regarding the c. 61B process. In particular, at this latter meeting
Thompson advised the Selectmen that the town had 90 days from the
date of the notice to exercise the right of first refusal, that the
Selectmen would have to have an appropriation from town meeting and
be able to pay the sale price within the 90 day period, and that
the description of the parcel the Selectmen were provided was
sufficient to go to town meeting. Mr. Thompson participated in both
the February 25 and March 25, 1986 Selectmen meetings in the role
of town counsel, not as attorney for Hiersche.

6. At all times material herein, Mr. Thompson has been a 50 per
cent stockholder in Pheasant Run, Inc. (Pheasant Run), which is a
corporation which had been seeking to build condominiums in the
Town of Ludlow. Pheasant Run had purchased property which was zoned
industrial and sought a zoning change to Residence zone B to
develop the property into a condominium project. On August 27,1986
the Ludlow Planning Board (Board) held a public hearing concerning
Pheasant Run's request for a zoning change. Mr. Thompson was
present at that meeting and acted as agent or attorney for Pheasant
Run in answering questions regarding the proposed development.
There is no evidence that on August 27 Mr. Thompson provided the
Board with any advice as town counsel regarding the proposed
development.

7. In approximately December, 1986 the Board met and reheard all
of the proposals which were presented at the August 27,1986 Board
meeting. This included a rehearing of the Pheasant Run proposal.
The August 27, 1986 matters were reheard by the Board upon the
advice of Mr. Thompson after he had reviewed the complaint of an
individual who had claimed that the Board acted improperly at the
August 27,1986 meeting in failing to act properly in relation to
the individual's proposal. Mr. Thompson acted as town counsel in
advising the Board to rehear all the matters of the August 27, 1986
meeting. Mr. Thompson did not represent Pheasant Run during the
rehearing.

8. General Laws c. 268A, s.17(a) prohibits a municipal employee,
otherwise than as provided by law for the proper discharge of
official duties, from directly or indirectly receiving or
requesting compensation from anyone other than the town in relation
to any, particular matter in which the same town is a party or has
a direct and substantial interest.

9. By filing a corrected notice with the Selectmen on behalf of
Hiersche on February 21,1986, for which service Mr. Thompson was
compensated by Hiersche, Mr. Thompson directly received
compensation from someone other than the town in relation to a
particular matter in which the town is a party or has a direct and
substantial interest, thereby violating G.L. c. 268A, s.17(a).

10. General Laws c. 268A, s.17(c) prohibits a municipal
employee, otherwise than in the proper discharge of his official
duties, from acting as agent or attorney for anyone in connection
with any particular matter in which the same town is a party or has
a direct and substantial interest.

11. By filing the above corrected notice with the Selectmen on
behalf of Hiersche, Mr. Thompson acted, otherwise than in the
proper discharge of his duties, as attorney for Hiersche in
connection with a matter in which the town had a direct and
substantial interest, thereby violating G.L. c. 268A, s.17(c).

12. By appearing before the Board at the August 27, 1986 public
hearing and answering questions regarding Pheasant Run's request
for a variance, Mr. Thompson acted, otherwise than in the proper
discharge of his duties, as agent or attorney for someone in
connection with a particular matter in which the town was a party
or had a direct and substantial interest, thereby violating
s.17(c).

13. General Laws c. 268A, s.19, except as otherwise permitted
in s.19,[1] prohibits a municipal employee from participating as
such an employee in a particular matter in which to his knowledge
he or a partner has a financial interest. By reviewing the August
27, 1986 Board minutes as town counsel and advising the Board that
they rehear the August 27, 1986 matters, which included
consideration of the Pheasant Run condominium project, Mr. Thompson
participated as a municipal employee in a particular matter in
which to his knowledge he or a partner had a financial interest,
thereby violating s.19.

Based on the foregoing facts, the Commission has determined that
the public interest would be served by the disposition of this
matter without further enforcement proceedings on the basis of the
following terms agreed to by Mr. Thompson:

1. that he pay to the Commission the total amount of five
hundred dollars ($500) as a civil penalty for his violations
of s.s.17(a), 17(c), and 19;

Page 300

2. that he waive all rights to contest findings of facts,
conclusions of law and terms and conditions proposed under
this Agreement in this or any related administrative or
judicial civil proceeding in which the Commission is a party.

---------------

[1] None of the s.19 exemptions applies in this case.