Brex Inc. v. Dizhe Su, C.A. No. 2022-0758-MTZ

Brex Inc. acquired Pry Financials, Inc., founded by Dizhe Su, with ongoing litigation (the "Beowawie Litigation") being a key disputed disclosure issue between the parties.
Gregory Patterson, Esq. represented Pry and Su in the Beowawie Litigation and subsequently became Su’s lead counsel in this post-acquisition litigation.
Brex contended Su did not disclose Pry's involvement in litigation during due diligence and terminated Su for cause, partly based on statements about Su’s knowledge and communication regarding the litigation.
Brex sought to disqualify Su’s counsel (Patterson) under Delaware Lawyers’ Rules of Professional Conduct (DLRPC) 3.7(a) (lawyer as necessary witness) and 1.9 (former client conflict).
The court had previously allowed Brex to depose Patterson, who testified he did not recall speaking to Su during the key period; Brex moved to disqualify him months after knowing the relevant facts.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Disqualification under DLRPC 3.7(a): is counsel a necessary witness?	Patterson’s testimony is central, non-cumulative, and necessary for Brex’s case-in-chief.	Patterson’s testimony is peripheral/cumulative; not necessary.	Motion denied—Patterson is not likely a necessary witness.
Disqualification under DLRPC 1.9: former client conflict	Patterson represented Brex (as Pry’s successor) post-merger, then switched sides.	Brex knew of conflict and delayed raising issue, causing prejudice.	Motion denied—Brex’s delay constitutes waiver.

In re Estate of Waters, 647 A.2d 1091 (Del. 1994) (disqualification required if attorney is a necessary witness central to contested issues; court must act sua sponte)