Headfirst Baseball LLC v. Elwood
999 F. Supp. 2d 199
D.D.C.2013Background
- Plaintiffs (Headfirst Baseball LLC, Headfirst Camps LLC, and Brendan V. Sullivan III) allege Elwood misappropriated company funds, were terminated, and assert conversion, breach of fiduciary duty, fraud in the inducement, tortious interference, and seek a constructive trust.
- Defendant Robert Elwood counterclaims that he is a partner in an alleged "Headfirst Partnership" and asserts breach of contract, statutory LLC-act violations, promissory estoppel, fiduciary breach, defamation, and seeks a declaration of partnership interest, accounting, forced purchase, and punitive damages.
- Defendants moved to disqualify plaintiffs’ counsel (Williams & Connolly) claiming prior or current representation of Elwood/the partnership (conflicts under D.C. Rules 1.7, 1.9, 3.7). Plaintiffs oppose.
- Plaintiffs moved for leave to file a second amended complaint to add tortious interference allegations and a Stored Communications Act claim based on alleged unauthorized access to a Google account; defendants opposed as futile.
- The court held a hearing, examined the record, and found the factual predicate for disqualification insufficient at this stage, but allowed leave to amend under Rule 15.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether Williams & Connolly must be disqualified under Rule 1.7 (current client conflicts) | Williams & Connolly does not currently represent Elwood or the defendants; no present conflict exists. | Williams & Connolly served as general counsel for Headfirst entities and thus cannot represent some constituents adverse to others. | Denied without prejudice: insufficient factual record to show current-client conflict under Rule 1.7; defendants may renew if further evidence emerges. |
| Whether Williams & Connolly must be disqualified under Rule 1.9 (former client conflicts) | Any prior contact did not establish an attorney-client relationship with Elwood or involve substantially related matters. | Williams & Connolly formerly represented or advised Elwood (via Sorenson and B. Sullivan, Jr.) on matters substantially related to this litigation, creating a conflict. | Denied without prejudice: defendants failed to show (1) former attorney-client relationship and (2) substantial relationship/confidential info risk on the present record. |
| Whether Williams & Connolly must be disqualified under Rule 3.7 (firm witness testifying) | Firm partners who might be witnesses (Sorenson, B. Sullivan, Jr.) have not entered appearances; plaintiffs do not rely on them as trial counsel. | Those partners are likely necessary witnesses, so firm counsel should be disqualified from advocacy. | Denied without prejudice: Rule 3.7 concerns depend on the existence of Rule 1.7/1.9 violations; because those were not established, firm disqualification was not warranted now. |
| Whether plaintiffs may file a Second Amended Complaint adding a Stored Communications Act claim and expanded tortious interference allegations | Proposed amendments adequately plead unauthorized access to stored electronic account data (Google account); under liberal Rule 15 standard amendments allowed. | Defendants argue the SCA claim is futile because the alleged conduct does not involve a "stored communication." | Granted: leave to file granted; court finds the SCA claim not evidently futile on its face and will address adequacy later if defendants move to dismiss. |
Key Cases Cited
- Derrickson v. Derrickson, 541 A.2d 149 (D.C. 1988) (disqualification is serious and requires a factual predicate; factors to assess former representation)
- Koller v. Richardson-Merrell, Inc., 737 F.2d 1038 (D.C. Cir. 1984) (high burden for disqualification; must show risk of tainting trial or unfair advantage)
- Griva v. Davidson, 637 A.2d 830 (D.C. 1994) (firm may represent an entity and some constituents absent an actual conflict; factual issues can preclude resolution on disqualification)
- Brown v. District of Columbia Board of Zoning, 486 A.2d 37 (D.C. 1984) (substantial-relationship test for prior representation and disqualification)
- In re Penning, 930 A.2d 144 (D.C. 2007) (disqualification rulings must rest on valid reasons and specific factual predicate)