IN THE SUPERIOR COURT FOR THE DISTRICT OF COLUMBIA CIVIL DIVISION

WATTS WATER TECHNOLOGIES, INC. PLAINTIFF,

V.

2012 CA 004847 M Hon. Gregory E. Jackson Next Court Date: September 7, 2012, 9:30 a.m. Event: Initial Scheduling Conference

SIDLEY AUSTIN LLP, One South Dearborn Chicago, Illinois 60603 DEFENDANT. ANSWER

Defendant Sidley Austin LLP (Sidley), by and through undersigned counsel, hereby responds to the complaint of Watts Water Technologies, Inc. (Watts). I. PRELIMINARY STATEMENT1 In this case, an admitted corporate wrongdoer that was required to disgorge illegal profits and pay penalties to the federal government for violating a federal anti-bribery law seeks to recoup the fruits of its wrongdoing and penalties from its former counsel, based on erroneous allegations that counsel were negligent. Watts cannot shift the consequences of its Foreign Corrupt Practices Act (FCPA) violations to Sidley for multiple reasons, including the following: Sidley was engaged to perform certain, specified due diligence tasksnot to include FCPA reviewin connection with Watts purchase of specified assets from Changsha Valve Works; Sidleys legal work on the agreed-upon due diligence was of the highest quality and exceeded professional standards;

Sidley accepts certain allegations of the complaint at face value only for purposes of making this Preliminary Statement. Watts responses to the particular allegations in the Complaint, pursuant to Rule of Civil Procedure 8(b), are set forth below in Part II.

Watts mistranslates and mischaracterizes Chinese-language documents to support its erroneous claim; Watts ignores that its Assistant General Counsel was provided written notice of the so-called kickback policy in advance of Watts decision to proceed with buying Changsha Valve Works assets; and Watts, as a matter of law, is solely responsible for Watts own illegal conduct in China in the years following Sidleys limited engagement.

Under these circumstances, no basis exists for Watts to come to this Court seeking a recovery from Sidley. Sidley discusses the pertinent facts in detail in the Memorandum of Points and Authorities accompanying Sidleys Motion for Summary Judgment, filed herewith. II. RESPONSES TO WATTS SPECIFIC ALLEGATIONS In response to the numbered paragraphs in the Complaint, Sidley admits, denies, or otherwise responds to the allegations as set forth below pursuant to Rule of Civil Procedure 8(b). All allegations are denied unless expressly admitted. An admission to a portion of an allegation does not constitute an admission, whether express or implied, to the remainder of the allegation. To the extent Sidley states that it lacks sufficient information or knowledge to admit or deny an allegation, such statement shall operate as a denial pursuant to Rule 8(b) of the Rules of Civil Procedure. Sidleys responses are based on the information reasonably available to it as of the below date, and could change if additional information becomes available. 1. Paragraph 1 states legal conclusions to which no response is required. Sidley

admits that it maintains a law office and practices law in the District of Columbia. 2. Paragraph 2 states legal conclusions to which no response is required. Sidley

admits that it maintains a law office and practices law in the District of Columbia. 3. Paragraph 3 states legal conclusions to which no response is required. To the

extent any response is required, Sidley denies the allegations in Paragraph 3. 4. Sidley admits the allegations in Paragraph 4. 2

5. 6.

Sidley admits the allegations in Paragraph 5. Sidley admits the allegations in the first sentence of Paragraph 6. The second

sentence of Paragraph 6 states a legal conclusion to which no response is required.2 7. 8. Sidley admits the allegations in Paragraph 7. Sidley admits that it has a Management Committee to which certain governance

powers have been delegated. Sidley admits that at least one member of its Management Committee works out of Sidleys District of Columbia office. 9. Sidley admits that Watts has designed and manufactured water valves and other

water-related products, and that Watts has substantial business interests overseas. Sidley lacks sufficient information or knowledge to admit or deny the remaining allegations in Paragraph 9. 10. Sidley admits that it was hired to perform legal due diligence with respect to a

potential transaction involving a Chinese company. Sidley denies the remaining allegations in Paragraph 10. 11. 12. Sidley denies the allegations in Paragraph 11. Sidley denies the allegations in Paragraph 12 inasmuch as Paragraph 12 defines

these potential liabilities and legal risks by reference to Paragraph 11s erroneous premise that Sidley was engaged to or required to identify all potential legal risks and liabilities that Watts might be exposed to or acquire if it purchased the target company, when, in fact, Sidleys engagement was limited. To the extent any further response is required, Sidley denies the allegations in Paragraph 12. 13.
2

Sidley denies the allegations of Paragraph 13.

Throughout this Answer, Defendant Sidley Austin LLPs use of the term Sidley when referring to events allegedly occurring before January 2006 refers to Sidley, Austin, Brown & Wood LLP. 3

14.

Sidley denies the allegations in Paragraph 14 inasmuch as Paragraph 14 defines

this policy by reference to erroneous allegations in Paragraph 13. The first clause of Paragraph 14 states a legal conclusion to which no response is required. Sidley denies the remaining allegations of Paragraph 14, including because they are argumentative, misleading, and not in the proper context. 15. Sidley denies the allegations in Paragraph 15 inasmuch as Paragraph 15 defines

the kickback policy by reference to erroneous allegations in Paragraph 13. Sidley denies the remaining allegations of Paragraph 15. 16. Sidley denies the allegations in Paragraph 16 inasmuch as Paragraph 16 defines

this written policy by reference to erroneous allegations in Paragraph 13. Sidley admits that a copy of the document attached to the Complaint as Exhibit B was among the numerous documents obtained by Sidley. That document speaks for itself, and Sidley denies any characterization of it or allegations that are inconsistent therewith, including Watts misrepresentation of it. Sidley admits that the document was not discussed in any communication by Sidley to Watts. Except as otherwise admitted, Sidley denies the allegations of Paragraph 16, including because they are argumentative and misleading. 17. 18. 19. 20. Sidley denies the allegations of Paragraph 17. Sidley denies the allegations of Paragraph 18. Sidley denies the allegations of Paragraph 19. Sidley lacks sufficient information or knowledge to admit or deny the allegations

in Paragraph 20. 21. Sidley denies the final clause in Paragraph 21. Sidley lacks sufficient information

or knowledge to admit or deny the remaining allegations in Paragraph 21.

22.

Paragraph 22 states a legal conclusion to which no response is required. Sidley

nonetheless denies the allegations of Paragraph 22. 23. Sidley admits that Watts affiliated companies have designed and manufactured

water valves and related products. Sidley lacks sufficient information or knowledge to admit or deny the remaining allegation in Paragraph 23. 24. Sidley admits that Watts has expanded its operations through a series of

transactions. Sidley lacks sufficient information or knowledge to admit or deny the remaining allegations in Paragraph 24. 25. Sidley admits that Watts is a publicly traded company listed on the New York

Stock Exchange, that Watts services the plumbing and heating and water-quality markets, and that Watts products include under-sink water connectors and large diameter butterfly valves used in municipal pipelines. Sidley lacks sufficient information or knowledge to admit or deny the remaining allegations in Paragraph 25. 26. Sidley lacks sufficient information or knowledge to admit or deny the allegations

in Paragraph 26. 27. Sidley lacks sufficient information or knowledge to admit or deny the allegations

in Paragraph 27. 28. Sidley lacks sufficient information or knowledge to admit or deny the allegations

in Paragraph 28. 29. Sidley denies that it was engaged to provide counsel and to assist Watts in

ensuring that all of Watts new business dealings complied with the laws of both the United States and China. Sidley lacks sufficient information or knowledge to admit or deny the remaining allegations in Paragraph 29.

30. 31.

Sidley denies the allegations in Paragraph 30. Sidley admits that Watts engaged Sidley, Austin, Brown & Wood in 2002. The

statement that Sidley, Austin, Brown & Wood is Sidleys predecessor states a legal conclusion to which no response is required. Sidley denies the remaining allegations of Paragraph 31. 32. The statement that Sidley, Austin, Brown & Wood is now Sidley states a legal Sidley admits the remaining allegations in

conclusion to which no response is required. Paragraph 32. 33.

Sidley admits that a copy of the June 7, 2002 engagement letter is attached to the

Complaint as Exhibit A. The document speaks for itself, and Sidley denies any characterization of it or allegations that are inconsistent therewith. Except as otherwise admitted, Sidley denies the allegations of Paragraph 33. 34. 35. 36. Sidley denies the allegations in Paragraph 34. Sidley denies the allegations in Paragraph 35. Sidley admits that Watts or its affiliates engaged it as counsel, from time to time,

in connection with different matters, and that one such matter was not concluded until at least June 11, 2009. Sidley in particular denies that its engagement in connection with Changsha Valve Works pre-acquisition due diligence continued beyond October 26, 2005, when the Acquisition Agreement was executed. Sidley denies the remaining allegations of Paragraph 36. 37. Sidley admits that by November 11, 2004, Watts was contemplating a transaction

with a Chinese company called Changsha Valve Works. Sidley lacks sufficient information or knowledge to admit or deny the remaining allegations in Paragraph 37. 38. Paragraph 38 appears to refer to a November 12, 2004 e-mail exchange. That e-

mail exchange speaks for itself, and Sidley denies any characterization of it or allegations that

are inconsistent therewith. Except as otherwise admitted, Sidley denies the allegations of Paragraph 38. 39. 40. Sidley denies the allegations of Paragraph 39. Sidley admits that it conducted legal due diligence in advance of the acquisition

and that Watts paid Sidley for this legal work. Sidley denies the remaining allegations of Paragraph 40. 41. Sidley admits that a copy of the document attached to the Complaint as Exhibit B

was among the numerous documents obtained by Sidley. That document speaks for itself, and Sidley denies any characterization of it or allegations that are inconsistent therewith, including Watts misrepresentation of it. Sidley denies that a true and correct translation of Exhibit B is attached to the Complaint as Exhibit C. Except as otherwise admitted, Sidley denies the allegations of Paragraph 41, including because they are argumentative and misleading. 42. Sidley admits that it provided Watts with a Preliminary Due Diligence Report,

dated November 24, 2004. Sidley denies the remaining allegations of Paragraph 42. 43. Sidley admits that it provided Watts with a full Due Diligence Report, dated July

20, 2005, subject to the qualification that the July 20, 2005 report was, by its terms, subject to further update. Sidley denies the remaining allegations of Paragraph 43. 44. Sidley admits that it provided information to Watts by e-mail on July 26, 2005.

Sidley denies the remaining allegations in Paragraph 44. 45. 46. Sidley denies the allegations of Paragraph 45. Paragraph 46 refers to a document that speaks for itself, and Sidley denies any

characterization of it or allegations that are inconsistent therewith. Except as otherwise admitted,

Sidley denies the allegations of Paragraph 46, including because they are argumentative and misleading. 47. Sidley admits that a copy of the document attached to the Complaint as Exhibit B

was among the numerous documents obtained by Sidley. That document speaks for itself, and Sidley denies any characterization of it or allegations that are inconsistent therewith, including Watts misrepresentation of it. Sidley admits that the document was not discussed in any communication by Sidley to Watts. Watts statement that there was an illegal policy states a legal conclusion to which no response is required. Except as otherwise admitted, Sidley denies the allegations of Paragraph 47, including because they are argumentative and misleading. 48. Sidley admits that it provided a translation of certain documents concerning

Changsha Valve contracts to Watts on September 5, 2005. The documents speak for themselves, and Sidley denies any characterization of them or allegations that are inconsistent therewith. Except as otherwise admitted, Sidley denies the allegations of Paragraph 48, including because they are argumentative and misleading. 49. Paragraph 49 refers to documents that speak for themselves, and Sidley denies

any characterization of them or allegations that are inconsistent therewith, including Watts misrepresentations of them. Sidley admits that the document attached to the Complaint as Exhibit B was not discussed in any communication by Sidley to Watts. Watts statement that there were illegal payments states a legal conclusion to which no response is required. Except as otherwise admitted, Sidley denies the allegations of Paragraph 49, including because a Written Kickback Policy was not part and parcel of the Changsha Valve sales agent contracts, and because the allegations of Paragraph 49 are argumentative and misleading.

50.

Sidley admits that Zhengyu Tang was the Sidley partner responsible for overall

oversight of Sidleys work in connection with Changsha Valve Works due diligence. The document attached to the Complaint as Exhibit B speaks for itself, and Sidley denies any characterization of it or allegations that are inconsistent therewith, including Watts misrepresentation of it. Sidley denies the remaining allegations of Paragraph 50, including because they are argumentative, misleading, and not in the proper context. 51. Sidley denies the allegations of Paragraph 51, including because they are

argumentative, misleading, and not in the proper context. 52. The first clause of Paragraph 52 states a legal conclusion to which no response is

required. Sidley denies the remaining allegations of Paragraph 52. 53. Sidley admits that a copy of the document attached to the Complaint as Exhibit B

was among the numerous documents obtained by Sidley. That document speaks for itself, and Sidley denies any characterization of it or allegations that are inconsistent therewith, including Watts misrepresentation of it. Sidley admits that the document was not discussed in any communication by Sidley to Watts. Watts statement that there was an illegal policy states a legal conclusion to which no response is required. Except as otherwise admitted, Sidley denies the allegations of Paragraph 53, including because they are argumentative and misleading. 54. Sidley admits that Watts consulted with Sidley on various occasions. Sidley lacks

sufficient information or knowledge to admit or deny the allegations in Paragraph 54. 55. Sidley admits that its due diligence reports and Sidleys related due diligence

communications included legal advice with respect to legal due diligence. Sidley denies the remaining allegations in Paragraph 55.

56.

Sidley admits that Watts entered into a purchase agreement on October 26, 2005.

That agreement speaks for itself, and Sidley denies any characterization of it or allegations that are inconsistent therewith. Sidley denies the remaining allegations in Paragraph 56. 57. 58. Sidley admits the allegations in Paragraph 57. Sidley admits that a copy of the document attached to the Complaint as Exhibit B

was among the numerous documents obtained by Sidley. That document speaks for itself, and Sidley denies any characterization of it or allegations that are inconsistent therewith, including Watts misrepresentation of it. Watts statement that there was an illegal policy states a legal conclusion to which no response is required. Sidley denies the remaining allegations in Paragraph 58. 59. Sidley admits that Watts or its affiliates engaged it as counsel, from time to time,

in connection with different matters, and that one such matter was not concluded until at least June 11, 2009. Sidley denies the remaining allegations of Paragraph 59. Sidley in particular denies that its engagement in connection with Changsha Valve Works pre-acquisition due diligence continued beyond October 26, 2005, when the Acquisition Agreement was executed. 60. Sidley admits that after the closing of the transaction contemplated by the October

26, 2005 purchase agreement, assets formerly owned by Changsha Valve were owned by Watts new, wholly owned subsidiary, CWV. Sidley denies the remaining allegations of Paragraph 60. 61. Sidley lacks sufficient information or knowledge to admit or deny the allegations

in Paragraph 61. 62. Sidley lacks sufficient information or knowledge to admit or deny the allegations

in Paragraph 62.

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63.

Sidley lacks sufficient information or knowledge to admit or deny the allegations

in Paragraph 63. 64. 65. Sidley denies the allegations in paragraph 64. Sidley lacks sufficient information or knowledge to admit or deny the allegations

in Paragraph 65. 66. Sidley lacks sufficient information or knowledge to admit or deny the allegations

in Paragraph 66. 67. Sidley admits that a copy of the document attached to the Complaint as Exhibit B

was among the numerous documents obtained by Sidley. That document speaks for itself, and Sidley denies any characterization of it or allegations that are inconsistent therewith, including Watts misrepresentation of it. Sidley admits that the document was not discussed in any communication by Sidley to Watts. Sidley lacks sufficient information or knowledge to admit or deny the remaining allegations in Paragraph 67. 68. Sidley admits that Paul Hastings is a U.S.-based law firm with multiple offices

overseas, and that Watts hired Paul Hastings to conduct an investigation. Sidley lacks sufficient information or knowledge to admit or deny the remaining allegations in Paragraph 68. 69. Sidley lacks sufficient information or knowledge to admit or deny the allegations

in Paragraph 69. 70. Sidley admits the allegations of Paragraph 70, save that Paul Hastings acquired

copies of the Changsha Valve legal due diligence files from Sidley. 71. Sidley admits that a copy of the document attached to the Complaint as Exhibit B

was among the numerous documents obtained by Sidley, and that Sidley subsequently provided it to Paul Hastings. That document speaks for itself, and Sidley denies any characterization of it

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or allegations that are inconsistent therewith, including Watts misrepresentation of it. Sidley lacks sufficient information or knowledge to admit or deny the remaining allegations in Paragraph 71. 72. The document attached to the Complaint as Exhibit B speaks for itself, and Sidley

denies any characterization of it or allegations that are inconsistent therewith, including Watts misrepresentation of it. Sidley lacks sufficient information or knowledge to admit or deny the remaining allegations in Paragraph 72. 73. Watts statement that it committed potential and unintentional FCPA violations

states a legal conclusion to which no response is required. Sidley lacks sufficient information or knowledge to admit or deny the remaining allegations in Paragraph 73. 74. Sidley lacks sufficient information or knowledge to admit or deny the remaining

allegations in Paragraph 74. 75. Sidley lacks sufficient information or knowledge to admit or deny the remaining

allegations in Paragraph 75. 76. Sidley admits that during its investigation, on December 16, 2009, Paul Hastings

interviewed Mr. Tang, the Sidley attorney in charge of Sidleys work in connection with Changsha Valve Works due diligence. Sidley denies the remaining allegations in Paragraph 76. 77. Sidley denies the allegations of Paragraph 77, including because they are

argumentative, misleading, and not in the proper context. 78. Sidley denies the allegations of Paragraph 77, including because they are

argumentative, misleading, and not in the proper context. 79. Sidley lacks sufficient information or knowledge to admit or deny the allegations

in Paragraph 79.

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80.

Sidley lacks sufficient information or knowledge to admit or deny the allegations

in Paragraph 80. 81. 82. Sidley admits the allegations in Paragraph 81. Sidley lacks sufficient information or knowledge to admit or deny the allegations

in Paragraph 82. 83. Sidley lacks sufficient information or knowledge to admit or deny the allegations

in Paragraph 83. 84. 85. Sidley denies the allegations in Paragraph 84. Sidley incorporates by reference herein each and every response to Paragraphs 1

through 84 above. 86. Sidley admits that it had an attorney-client relationship with Watts and acted as its

counsel in certain matters. Sidley denies the remaining allegations in Paragraph 86. 87. 88. Paragraph 87 states legal conclusions to which no response is required. Paragraph 88 states legal conclusions to which no response is required. To the

extent any response is required, Sidley denies the allegations in Paragraph 88, including because the standard of care does not require a lawyer to vouch for or guarantee the accuracy of all information transmitted to its client. 89. Paragraph 89 states legal conclusions to which no response is required. To the

extent any response is required, Sidley denies the allegations in Paragraph 89. 90. Paragraph 90 states legal conclusions to which no response is required. To the

extent any response is required, Sidley denies the allegations in Paragraph 90. 91. Paragraph 91 states legal conclusions to which no response is required. To the

extent any response is required, Sidley denies the allegations in Paragraph 91.

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92. 93. 94.

Sidley denies the allegations in Paragraph 92. Sidley denies the allegations in Paragraph 93. Paragraph 94 states legal conclusions to which no response is required. To the

extent any response is required, Sidley denies the allegations in Paragraph 94. 95. Paragraph 95 states legal conclusions to which no response is required. To the

extent any response is required, Sidley denies the allegations in Paragraph 95. 96. Sidley incorporates by reference herein each and every response to Paragraphs 1

through 95 above. 97. 98. Sidley admits the allegations of Paragraph 97. Sidley admits that it agreed in 2004 to perform legal due diligence with respect to

Changsha Valve. Sidley denies the remaining allegations of Paragraph 98. 99. Paragraph 99 states legal conclusions to which no response is required. To the

extent any response is required, Sidley denies the allegations in Paragraph 99. 100. Paragraph 100 states legal conclusions to which no response is required. To the

extent any response is required, Sidley denies the allegations in Paragraph 100. 101. 102. 103. Sidley denies the allegations of Paragraph 101. Sidley denies the allegations of Paragraph 102. The first clause of Paragraph 103 states a legal conclusion to which no response is

required. Sidley admits that Watts paid Sidley for Sidleys services. 104. Paragraph 104 states legal conclusions to which no response is required. To the

extent any response is required, Sidley denies the allegations in Paragraph 104. 105. Paragraph 105 states legal conclusions to which no response is required. To the

extent any response is required, Sidley denies the allegations in Paragraph 105.

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106.

Paragraph 106 states legal conclusions to which no response is required. To the

extent any response is required, Sidley denies the allegations in Paragraph 106. 107. Paragraph 107 states legal conclusions to which no response is required. To the

extent any response is required, Sidley denies the allegations in Paragraph 107. 108. Sidley incorporates by reference herein each and every response to Paragraphs 1

through 107 above. 109. Sidley admits that at certain times in 2004 and 2005, Sidley personnel believed

that Watts was relying in some measure on Sidleys statements regarding legal due diligence. Sidley denies that Watts in that time frame was considering purchasing Changsha Valve. Sidley lacks sufficient information or knowledge to admit or deny the remaining allegations in Paragraph 109. 110. Paragraph 110 refers to documents that speak for themselves, and Sidley denies

any characterization of them or allegations that are inconsistent therewith. Except as otherwise admitted, Sidley denies the allegations of Paragraph 110. 111. Paragraph 111 refers to documents that speak for themselves, and Sidley denies

any characterization of them or allegations that are inconsistent therewith. Except as otherwise admitted, Sidley denies the allegations of Paragraph 111. 112. Paragraph 112 refers to documents that speak for themselves, and Sidley denies

any characterization of them or allegations that are inconsistent therewith. Except as otherwise admitted, Sidley denies the allegations of Paragraph 112. 113. Paragraph 113 purports to refer to a document. Any such document speaks for

itself, and Sidley denies any characterization of it or allegations that are inconsistent therewith.

15

114.

Paragraph 114 purports to refer to a document. Any such document speaks for

itself, and Sidley denies any characterization of it or allegations that are inconsistent therewith. Watts statement that there were illegal kickback[s] states a legal conclusion to which no response is required. Except as otherwise admitted, Sidley denies the allegations of Paragraph 114. 115. Sidley admits that a copy of the document attached to the Complaint as Exhibit B

was among the numerous documents obtained by Sidley. Paragraph 115 also purports to refer to other documents. Any such documents speak for themselves, and Sidley denies any characterization of them or allegations that are inconsistent therewith, including Watts misrepresentations of them. Sidley lacks sufficient information or knowledge to admit or deny the allegations concerning the respective timing of its receipt of a copy of Complaint Exhibit B and the unspecified representations to which Paragraph 115 purports to refer. To the extent any further response is required, Sidley denies the remaining allegations in Paragraph 115. 116. Sidley admits that a copy of the document attached to the Complaint as Exhibit B

was among the numerous documents obtained by Sidley. That document speaks for itself, and Sidley denies any characterization of it or allegations that are inconsistent therewith, including Watts misrepresentation of it. Sidley admits that the document was not discussed in any communication by Sidley to Watts. Except as otherwise admitted, Sidley denies the allegations of Paragraph 116, including because they are argumentative and misleading. 117. 118. Sidley denies the allegations of Paragraph 117. Paragraph 118 states legal conclusions to which no response is required. To the

extent any response is required, Sidley denies the allegations in Paragraph 118.

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119.

Paragraph 119 states legal conclusions to which no response is required. To the

extent any response is required, Sidley denies the allegations in Paragraph 119. 120. 121. 122. Sidley denies the allegations of Paragraph 120. Sidley denies the allegations of Paragraph 121. Paragraph 122 states legal conclusions to which no response is required. To the

extent any response is required, Sidley denies the allegations in Paragraph 122. 123. Paragraph 123 states legal conclusions to which no response is required. To the

extent any response is required, Sidley denies the allegations in Paragraph 123. 124. Paragraph 124 states legal conclusions to which no response is required. To the

extent any response is required, Sidley denies the allegations in Paragraph 124. 125. Paragraph 125 states legal conclusions to which no response is required. To the

extent any response is required, Sidley denies the allegations in Paragraph 125. * * *

Watts prayer for relief does not contain any allegations to which a response is required. To the extent any response is required, Sidley denies that Watts is entitled to any relief and therefore denies any allegations in the Prayer for Relief on that basis. The Complaint also includes headings to which no response is required. To the extent any response is required, Sidley denies the allegations therein. To the extent that any further answer is required to any paragraph, Sidley denies all further allegations. III. AFFIRMATIVE AND OTHER DEFENSES. Sidley sets forth the following affirmative and other defenses. Sidley does not hereby intend to assume the burden of pleading or proof with respect to those matters as to which,

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pursuant to law, Watts bears the burden. Nor does Sidley waive any additional defenses or claims that are not otherwise waived. FIRST DEFENSE The Complaint fails to state a claim upon which relief can be granted. SECOND DEFENSE Watts claims are barred, in whole or in part, by in pari delicto. THIRD DEFENSE Watts claims are barred, in whole or in part, because they violate public policy. FOURTH DEFENSE Watts claims are barred, in whole or in part, because of illegality. FIFTH DEFENSE Watts claims are barred, in whole or in part, by the contributory or comparative negligence of Watts and its employees and agents. SIXTH DEFENSE Any loss or damage allegedly sustained by Watts was the result of superseding causes for which Sidley is not responsible, or were not proximately caused by Sidley. SEVENTH DEFENSE Watts claims are barred by the statute of limitations, statute of repose, doctrine of laches, or other similar time bar. EIGHTH DEFENSE Any injury or damage to Watts, to the extent that any exists, was caused, in whole or in part, by the conduct of third parties for whom Defendants were not responsible. NINTH DEFENSE

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Watts claims are barred by estoppel. TENTH DEFENSE Watts claims are barred, in whole or in part, based upon an absence of reasonably certain damages. ELEVENTH DEFENSE Watts claims are barred, in whole or in part, for failure to mitigate damages. TWELFTH DEFENSE Watts second and third claims are barred as duplicative of its professional negligence claim. THIRTEENTH DEFENSE Sidley met the standard of care during its representation of Watts. FOURTEENTH DEFENSE Watts has failed to plead certain allegations with the particularity required by Rule of Civil Procedure 9(b). FIFTEENTH DEFENSE Watts claims are barred in whole or in part by ratification. SIXTEENTH DEFENSE Watts claims are barred in whole or in part by assumption of risk. * * *

Sidley hereby gives notice that it intends to rely upon such other defenses and affirmative defenses as may become available or arise during discovery or at trial, and hereby reserves the right to amend its Answer to assert any such defense or affirmative defense. Dated: July 27, 2012 Respectfully submitted, 19

WILLIAMS & CONNOLLY LLP By: /s/ John K. Villla John K. Villa (D.C. Bar No. 220392) Charles Davant IV (D.C. Bar No. 484305) 725 Twelfth Street, N.W. Washington, DC 20005 Telephone: (202) 434-5000 Facsimile: (202) 434-5029 E-Mail: jvilla@wc.com cdavant@wc.com Attorneys for Sidley Austin LLP

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CERTIFICATE OF SERVICE I hereby certify that on this July 27, 2012 I caused a true and accurate copy of Defendants Answer to be served on the following via CaseFileXpress: Barry J. Nace, Esq. Christopher T. Nace, Esq. Paulson & Nace, PLLC 1615 New Hampshire Ave., N.W. Washington, D.C. 20009 /s/ Charles Davant IV ________ Williams & Connolly LLP 725 Twelfth Street, N.W. Washington, DC 20005 cdavant@wc.com Counsel for Defendant Sidley Austin LLP