Clear View West, LLC v. Steinberg, Hall & Associates, Inc.
- Susan Illston
- 3:23-cv-04774
- U.S. District Court · Northern District of California
- 15
Clear View West v. Steinberg, Hall & Associates: Judge Illston denied defendants’ motion to disqualify plaintiff’s counsel under California conflict-of-interest law.
Clear View West may continue with Frederick Page as its counsel. The Steinberg defendants did not obtain disqualification of Page. The court did not decide whether any disqualification would extend to Page’s firm or co-counsel.
What happened
In Clear View West, LLC v. Steinberg, Hall & Associates, Inc., the Steinberg defendants asked the court to remove Frederick Page and his firm from representing Clear View West. They argued that Page had previously represented Steinberg’s company in related matters and had received confidential information.
In 2013, Page jointly represented Clear View West and Steinberg’s company in a lawsuit and arbitration. Their written agreement said information shared with the lawyer would be shared between the joint clients. Page then continued representing Clear View West for about 10 years, including while Steinberg worked with Clear View West.
Judge Susan Illston denied the motion. She ruled that the unusual facts of the joint representation meant the confidentiality concern underlying California’s conflict rule was not present here. Because Page was not disqualified on that basis, the court did not decide whether disqualification would extend to his firm or co-counsel.
The detailed version
- Clear View West, LLC v. Steinberg, Hall & Associates, Inc. · No. 3:23-cv-04774
- Susan Illston
- Mar. 29, 2024
Background
The Steinberg defendants moved to disqualify Frederick Page, his current firm, and his co-counsel from representing Clear View West, LLC (CVW). CVW opposed the motion. The court decided the motion without oral argument and denied it.
Page had been an associate and partner at Holland & Knight LLP from 1997 through November 1, 2023. In 2013, Holland & Knight jointly represented CVW and Steinberg, Hall & Associates, Inc., doing business as Home Improvement Specialists (HIS), in a lawsuit and arbitration involving disputes over the sale of CLEAR VIEW retractable screens in exclusive territories. Page was lead counsel.
The written joint-representation agreement stated that information shared with the law firm would be shared among the joint clients. It also stated that attorney-client privilege would not protect information shared by one joint client from disclosure to the other. The agreement warned that the firm could not represent either client against the other if a dispute arose between them. The 2013 lawsuit ended with a settlement and a dismissal with prejudice in April 2014. Page’s representation of HIS ended after the settlement, but he continued representing CVW in later matters.
CVW’s current lawsuit alleges that Steinberg and related defendants infringed CVW’s trademarks, misappropriated trade secrets, engaged in unfair competition and false designation of origin, breached contracts and fiduciary duties, committed fraud, and violated other California laws. The Steinberg defendants argued that Page’s prior representation of HIS involved issues related to the current case and required Page’s disqualification under California’s substantial-relationship test. CVW argued that the joint-representation agreement eliminated any expectation that information shared with Page would remain confidential from CVW.
Legal Standard
The court applied California law under California Rule of Professional Conduct 1.9(a). That rule generally bars a lawyer from representing a new client against a former client in the same or a substantially related matter when the clients’ interests are materially adverse, unless the former client gives informed written consent.
Under the substantial-relationship test, when the prior and current matters are substantially related, confidential information is generally presumed to have been received and disqualification is ordinarily required. The court explained that confidentiality is the main concern behind this rule. It also noted that disqualification motions receive strict review because they can interfere with a client’s choice of counsel, increase litigation costs, and sometimes be used for tactical reasons.
Court’s Analysis
The court agreed that Page was presumed to possess confidential information relating to the 2013 lawsuit and arbitration. But it identified a threshold question: whether the substantial-relationship test applied in the same way to a former joint representation.
The court found the 2013 joint-representation agreement decisive to the confidentiality issue. CVW and HIS had agreed that information shared with Page would be shared between them, and HIS had no reason to believe that information it provided would be withheld from CVW. The court found this situation similar to decisions reasoning that the substantial-relationship test does not apply when a former client could not reasonably have expected the lawyer to withhold information from the present client.
The court also considered Page’s continued representation of CVW for the next 10 years. During that time, Steinberg worked with CVW and later served as its Director of Sales. The court concluded that these circumstances, along with the limited 2013 joint representation, weighed against disqualification. It rejected the argument that the presence of other defendants in the current case changed the analysis, noting that Page’s relevant prior information concerned HIS rather than those other defendants.
Disposition
The court denied the Steinberg defendants’ motion to disqualify plaintiff’s counsel. Because it found that Page was not disqualified based on the 2013 joint representation, it did not reach whether disqualification would extend to Page’s law firm or co-counsel Lewis Anten.
Read the full 15-page opinion on CourtListener, the free public archive maintained by the Free Law Project.