Topic Rule/s Page

1 Professionalismandthe 8.4,8.4(g),1.1,1.4,2.1(comment2),1.2(b)
AttorneyClient
Relationship
2 1.7,1.16(a),1.18(comment5,9),1.9,
TheBusinessofLawyering 1.18(c)(d),1.8(h),1.5(a)(e)d,1.16,7.17.3

3 Conflicts1 1.7(comment6,7),1.9,1.10

4 Conflicts2
5 Organizational
Representation
6 Confidentialityand
Privilege
7 TheLawyerasGatekeeper
8 TheLawyerasNegotiator;
theNoContactRule
9 LawFirm,InHouseand
GovernmentLawyers
10 Internationaland
MultijurisdictionalPractice
11 LitigationIssues
12 ElectronicCommunications 4.4,1.1(comment6),[7.2,7.3,7.4],1.18,
andSocialMedia
13 Misconductand
Malpractice
1.7(comment24,35),1.9(Comments2,3),
1.8a,1.8,6.3,6.4
1.13(comments13,14),1.7,5.1,4.2,1.8(a),
1.6(comment2),1.2,1.3,1.4
4.3
1.2(d),4.1(comment1),4.2(comment3,4,
7),8.4,1.16(b)(4)
1.13(comment3),5.1,5.2,1.4,5.3(b),
1.11(comment4),1.6
5.5(comment2),5.1,5.3,1.1
1.16,3.1(comment2),3.2(Comment
legitimateinterest),3.3,3.4,[3.3(b),1.2(d),
1.16,8.4,3.3(3),3.4,3.5,3.6,3.7],3.8
(comment1),3.9[3.3(a)(c),3.4(a)(c),
3.5.],3.4(f),8.4
3.3(a),3.4(a),4.1(a),4.4(b)(comment2,3),
5.1,5.3
8.3(a),8.3(c),

Week 1. Professionalism and the Attorney-Client Relationship

1. Glass case: Could not demonstrate rehabilitation by serving public and worked for his
own well being.
 2. Spaulding v. Zimmerman: [Confidentaility v. public good] A 20-year-old man was
injured in a car accident. During the resulting litigation, the defendants doctor found an
aorta aneurism that may have been caused by the accident, but the defendants lawyers
never informed the plaintiff. Holding: Since all the lawyers did was remain silent, there
was no duty to disclose -- in fact, there was a duty of confidentiality. (Note that the
lawyers should have asked the clients if they wanted to disclose, the court did set aside
the settlement because of the age of plaintiff.)

3. Obergefell v. Hodges, 576 U.S.__(2015): [Judicial Civility] Justice Scalias dissent runs
afoul of the rules of civility and professional responsibility which have been adopted in
the State of New York, setting a dangerous precedent for Justices of the Supreme Court.
In his dissent, Justice Scalia states, Todays decree says that my Ruler, and the Ruler of
320 million Americans coast-to-coast, is a majority of the nine lawyers on the Supreme
Court. the Supreme Court acted out of self-importance, going so far as to say that the
Courts decision was an act of hubris that amounts to a judicial Putsch, evoking a
term that is often associated with the revolutionary and violent overthrow of
governments.

Week 2. The Business of Lawyering

4. Shoe Show v. Launzel, 1993 WL 150322 (EDNY): [Beauty Contest]

5. Togstad Case: The attorney does not respond to the client after the secy said he will.
Limitation passed. Attorney held liable.

6. Knigge v. Corvese: [Wendel p. 33]: [Lawyer in cyberspace] Rules do not require any
written engagement letter, NYC does.

7. Jones v. Ravanco: Close out letter to end the relationship.

Week 3. Conflicts 1

8. City of Atlantic City v. Trupos, 201 N.J. 447 (2010): [Playbook problem]: City sought
to disqualify law firm, based on prior representation of city, from representing individual
taxpayers in administrative appeals. Substantially related if confidential information
from the former client that can be used against that client in the subsequent representation
and relevant and material to the subsequent representation. BOP on plaintiff. On
production, shifts on defendant.
 9. Artromick v. Drustar, 134 F.R.D. 226 (S.D. Ohio, 1991): about a year had elapsed
since the law firm had done any work for the client. A small invoice remained
outstanding. The firm sent at least one piece of promotional material to the client during
that year. Nevertheless, the court refused to disqualify the firm when it showed up on the
other side of a case.

10. Eon Corp. IP Holdings LLC v. Flo TV Incorporated, Memorandum Opinion (D.
Del., 2012): Latham represented Eon in many cases. Then relationship ended. 17 years
later Latham got an offer from Flo TV to represent them. Flo TV had earlier sued Eon in
a patent case. Court disqualified Latham.

Week 4. Conflicts 2

11. State of Minnesota v.3M Company, Order and Memorandum Regarding 3Ms
Disqualification Motion (Minn. District Court, Fourth Jud. Dist., February 5, 2016):
[Hot potato issue] Covington wanted to represent Minnesota against 3M (former client).
It didnt send a closure letter to 3M. Question of substantially related was discussed.
Age and availability of confidential information is important. If no closure letter, detailed
scope of work is vital in deciding closure. Former client some information became
public and some obsolete. 3M raised objection after 16 months into litigation, deemed
waiver.

12. Chugach Electric Association case: [Playbook Problem] disqualifying defendant's

lawyer where lawyer in antitrust action had been long-time counsel to one of plaintiffs
and firm had provided antitrust counseling and knew great deal about plaintiff's
purchasing practices that would be relevant to antitrust suit.

13. Passante v. McWilliam (4th Dist 1997) [Wendel 430]: [Transaction with client]
Passante (GC) got loan for his company and received oral promise of 3% stock. Later he
was fired. You cant enter into a business transaction with youre client without advising
them in writing of their option of seeking independent counsel.

14. Feit v. Leasco, 332 F. Supp. 544 (E.D.N.Y. 1971): [Director-Lawyer] Tender offer
case. Material omission. SHs sued. Lawyer-director was considered as an inside director
and held to a higher standard. Failed to make reasonable investigation before making the
statement and omission of material fact.

Week 5. Organizational Representation

 15. Niesig v. Team 1, 76 N.Y.2d 363 (Ct. App. 1990) [Wendel 70, 182]: [No Contact Rule]
Within the protection of anti-contact rule the following categories of corporate
employees: 1. Those whose acts are binding on the corp. (Management/Control group); 2.
Those whose acts/omissions can be imputed to the corp.; 3. Agents who implement the
advice of the counsel. Policy is to protect the attorney-client relationship from outside
interference. Employ formal methods of discovery instead of making ex-parte contact.

16. GSI Commerce Solutions, Inc. v. BabyCenter, LLC, 618 F.3d 204 (2d Cir. 2009)
[Wendel 117]: [Entity Theory/Multifactor Balancing Test] Found Baby Center and
J&J as very close entity. Hence, Blank Romes representation of J&J and GSI (suing
Baby Center) is actual or apparent conflict in loyalties. GSI failed in its burden of proof.
Implicit waiver of conflict by J&J in its rep agreement not sufficient and limited only to
patent and generic drugs. Here the question is breach of contract. Specific waiver for
Kimberley was taken because you didnt believe in your general waiver.

Week 6. Confidentiality and Privilege

17. Great Hill Equity Partners v. SIG Growth Equity Fund, 80 A.3d 155 (Del. 2013):
[Privilege-Corporation] Buyer (GHE) sued Sellers (SHs of Plimus) for fraudulently
selling the corp. Privilege passes on to the surviving corp from the target corp after
merger. the attorney-client privilege over all pre-merger communications passes to the
surviving corporation in a merger, unless the parties enter into an agreement that limits
the transfer of these communications.

18. Upjohn v. United States, 449 U.S. 383 (1981) [Wendel 173, 180]: [Corp, attorney
client, work product] Facts are not protected by attorney client privilege. A
communication with the lawyer concerning that fact is protected. Upjohn Co. suspected
payment of bribes by foreign employees to foreign govt. officials. Upjohn sent its
lawyers all over to interview employees and notified IRS. IRS subpoenaed lawyers
investigations/memos. Upjohn denied on the grounds of attorney client privilege. 6th C
applied control group theory and held only communications with control group is
protected. SC rejected this test, but didnt explain rationale. Gave a laundry list (Wendel
page 181) which are protected. The attorney-client and work product privileges may
extend to every employee in that corporation including lower level employees, not just to
those in control of the corporation. The work-product doctrine protects oral statements
made to attorneys, which necessitates a showing of undue hardship on the part of the
party-opponent who seeks that information.
 19. Amback Assurance v. Countrywide: [Common Interest Doctrine] SC held that
interests of two parties to a transaction are not same as two co-defendants in a litigation.
Doctrine does not apply to transactional cases. The benefit of protecting the
communication in these kind of transactions outweighs the evidences obtained. Dissent:
we wanted parties to share information because we want them to comply with the
regulatory requirements.

20. Garner v. Gluffenberger: [Fiduciary exception to A-C Privilege] CEO and GC discuss
the notice of investigation by SEC. SHs sue seeking the communication. They have a
right know as the client is the corp and not CEO.

21. Walmart v. Union Pension Trust: Walmart found that its Mexican subsidiary was
involved in corrupt payment. Later SHs wanted the information for them to disclosed by
way of a derivative action. Court applies garner and held information shall be provided to
the SHs.

22. Gucci case: In-house counsel to Gucci was never admitted to the bar. The other party
wanted all communication as was not protected by attorney client privilege. Court held
that the person (client) always thought he is talking to a lawyer. Shall be protected.

Week 7. The Lawyer as Gatekeeper

23. Lincoln Savings v. Wall, 743 F. Supp. 901 (D.D.C.1990): Keatings ACC acquired
Linciln (financially not thriving). Deviated from its original plan of community lending.
Invested in junk bonds, an inordinate amount of business was originated by Keating
himself in order to improperly upstream monies to ACC, its parent, which was
experiencing financial difficulties. Nobody blew the whistle. Judge Stanley Sporkin in the
aftermath of the savings and loan debacles of the late 1980s: Where were the lawyers . . .
when these clearly improper transactions were being consummated? What is difficult to
understand is that with all the professional talent involved (both accounting and legal),
why at least one professional would not have blown the whistle to stop the over- reaching
that took place in this case. [After this up-the-ladder rules were introduced by SEC.]

Week 8. The Lawyer as Negotiator; the No-Contact Rule [Neisig, Upjohn]

24. Virzi v. Grand Trunk Warehouse, 571 F.Supp. 507 (E.D. Michigan, 1983): [Wendel
265] Even though plaintiff's attorney was never asked whether his client was still living,
 he owed a duty of candor and frankness to the court which transcended his private
employment. The court ordered that the mediation settlement be set aside.

25. Brown v. County of Genesee, 872 F.2d 169 (6th C 1989): [Unilateral
misunderstanding] The claimant attorney believed the salary to be the highest his client
could attain and negotiated. Held the county attorney had no legal or ethical duty to
correct their erroneous belief in this regard, since the mistake by the claimant and her
counsel was due to their failure to examine or understand the public records.

26. In re McGrath: The respondent-lawyer failed to timely file a brief with the trial court.
Following an adverse judgment, he then indicated to his client that he would file an
appeal, but failed to do so. Throughout the period he represented this client, respondent
failed to communicate with him regarding the status of his case and regarding the dates of
scheduled court appearances despite the client's repeated requests for that information. He
was suspended from the practice of law for a period of 90 days.

27. TCS Holdings case: Blackline version didnt reflect the modification in a contract. Got
upto motion for summary judgement. Ruled that the issue of Bs conduct is fraudulent is
a matter of fact. And it should go to the court below to look at the facts.

28. Parkinson v. Parkinson: Custody case. Mother and Father, Father will give up parenting
time and mother will waive child support. They are both the rights of the child. They are
not rights of parents to bargain. This is repugnant and contrary to public policy. Attorneys
should refuse to participate in discussions like this.

29. Wyoming State Bar v. Melchior, D-11-0005 (Wy. Sup. Ct., 2012): The wife's attorney
assured the husband's counsel that he would not file with the court any of the documents
the husband had signed without first obtaining his lawyers approval. He later filed them.
Attorney publicly censured and required to pay the prosecution costs.

30. Zaug v. Virginia State Bar (S.Ct.Va., 2013): [No contact] Politely refused to engage in
call within 60 secs. Argued call shall be terminated immediately. Staying on line for
one minute is too long and not immediate. Dismissal De Minimis: Violation without any
harm. She appealed because she didnt want it on her record. The Court unanimously
reversed and dismissed the charge of misconduct. Citing duties of a lawyer to act
professionally and civilly.

Week 9. Law Firm, In-House and Government Lawyers

 31. Thelen Reid & Priest v. Marland, 2007 WL 578989 (N.D. Cal, 2007): [Inhouse law
firm ethics discussion] Management of lawfirm consulted with GC on ethics issues.
Former client wanted discovery of some issues involved in the matter on ethics issue.
Law firm claimed it privilege. Court said, the court noted that lawyers should and do
seek legal advice regarding their ethical obliga- tions from other lawyers in their firm but
held that, once the law firm learns that a client may have a claim against the firm, they
cannot claim privilege when that client seeks disclosure. Client interest is involved and
you need to disclose the very matter of ethics discussed.

32. Coke case: Salmonella in coke, lawyer is supposed to report-up-the-ladder. Also, he may
report out.

33. Ford Case: Cars were blowing up due to faulty engineering. But there was no breach of
any law, there were no federal regulations breached there.

Week 10. International and Multijurisdictional Practice

34. Birbower , Montalbano, Condon & Frank, P.C. v. Superior Court: Fee agreement
governed by California law. NY firm, did some work in NYC and some in Cal. Lawyers
not licensed in Cal. Work related to arbitration proceedings may amount to the
unauthorized practice of law if it involves significant activities within a state or an
ongoing relationship of legal responsibility toward a client residing in a state where the
attorney is not licensed to practice. Held: Birbrower may be entitled to some
compensation under its fee agreement for services it performed in New York that did not
amount to the unauthorized practice of law in California, but the agreement cannot be
enforced with respect to services that amount to the unauthorized practice of law.

35. National Association for the Advancement of Multi-Jurisdiction Practice case:

[Abolish single jurisdiction practice] SC refused to hear the case partly on the basis of
sovereign immunity.

36. In re Carlton: [Virtual Office] Court accepted that we are in a new world. Significant
advance in technology. The term does not require continuous physical presence. The
office was the office of her employer, she met with her clients in DC, everything was
located in DC even if she was working out of Massachusetts.

37. A.K. Balaji v. Government of India, et al., High Court of Judicature at Madras
(February 21, 2012): More than 35 foreign firms sued for practicing in international
arbitration and M&A cases. Can a foreign lawyer visiting India for temporary period to
 advice on law of their home countrys law violate advocates act? Allegations: No real
reciprocity for Indian lawyers. Most lawyers coming on tourist visa. Violation of tax and
immigration laws. India is a noble profession, not so for foreign lawyers. Counterveiling
considerations India will never be center for International arbitration like this. Cross
border transaction will also be prohibited by this. Compromise holding: may visit India
on fly in and fly out basis. To conduct international arbitration.

Week 11. Litigation Issues

38. Gallop v. Cheney: P arrested for 9/11 attacks. P sued the authorities. Sanctions imposed
on lawyer. Compliant held as frivolous.

39. Voom HD Holdings LLC v. Echostar Satellite LLC, 2012 WL: [Litigation hold,
preservation of records] Lawyers representing companies involved in nascent disputes
must: (1) implement litigation holds as soon as a formal demand is made against their
client; (2) ensure that the litigation hold is complete (i.e., that all automatic deletion
features are turned off); and (3) ensure that all relevant employees are informed about and
understand the litigation hold.

40. Ceglia and Marc Zuckerberg case: Ceglia forged a contract with Zuckerberg which
entitles Ceglia to own share in Facebook. Ceglia ran away. Law firms sued by facebook.
In Dec 2015, NY court of appeals threw out facebooks suit against DLA Piper and other
firms that there was lack of evidence to conclude that firms knew that there is fraud
involved. Good faith dispute between experts.

41. Arthur Anderson & Enron case: An email reminder from Arthur about document
retention policy led to shredding of docs at Enron. Anderson was convicted.

42. Interpharm Inc. v. Wells Fargo N.A., 2010 WL 1141201 (S.D.N.Y., 2010): [Lawyer as
Witness] Interpharm defaulted on the revolving credit line. Forbearance agreement was
signed. Motion to disqualify the lawyer of Wells Fargo was filed by Interpharm as he was
a key witness. Motion dismissed. Seeking disqualification comes with a heavy burden of
proof which Plaintiff failed to meet. They claimed that lawyer ought to be called as
witness to know what is motivation for imposing these conditions can only be clarified by
the lawyer. The court decided that the lawyer didnt have any unique knowledge just
because he drafted the agreement.
 43. GM case: Class action litigation. Plaintiffs alleged that King and Spalding colluded with
defendants to hide the defect. Public safety but are lawyers cops to look for and protect
public?

Week 12. Electronic Communications and Social Media

44. Hanson v. First National Bank, Civil Action 5:10-0906 (U.S. Dist. Ct. S. D. W.Va,
2011): [Email on official id] Hanson sued ex-employer FNB for disclosing the emails
sent by his lawyer to him on his FNB official email id. Held that official emails are
property of employer. These emails are not covered by attorney client privilege, as they
are covered under the waiver. These emails are discoverable. Implied waiver of
confidentiality.

45. People v. Harris, 36 Misc. 3d 613 (Crim.Ct., NYC, 2012): [Twitter subpoena case]
Harris was arrested for marching onto Brooklyn bridge. Prosecution subpoenaed Twitter
for all the posts and details of Harris account. Harris moved to quash the subpoena.
Motion rejected because the subpoena was to a third party, Twitter and Harris had no
standing to challenge the subpoena. The property in the twitter account belongs to Twitter
and not to Harris.

46. Edward Reigns & Judge Randal Raiders case: Letter by Judge to Lawyer, praising his
performance. Lawyer shared it with everyone. Lawyer did wrong by circulating it. The
letter had ability to influence people. Judge stepped down eventually.

47. Romano v. Steelcase: [eDiscovery case] Romano fell from chair, injured, claiming chair
was defective, sued Steelcase, the manufacturer. Steelcase subpoenaed Facebook and
MySpace to obtain copies of Romanos Facebook and MySpace profiles, including the
portions that were not publicly available. Facebook refused to share without Romanos
consent. Romano didnt consent. Plaintiff created her Facebook and MySpace accounts,
she consented to the fact that her personal information would be shared with others,
notwithstanding her privacy settings. New York court has determined that information
designated as private on a plaintiffs social networking sites may be accessed by the
defendants in pre-trial discovery. Defendants and their counsel should not overlook a
plaintiffs social networking sites as possible avenues to relevant information.

48. Crispin v. Christian Audigier: [eDiscovery case] Facebook, MySpace, and Media
Temple all provide private messaging or email services as well as electronic storage, they
all qualify as both Electronic Communication Services (ECS) and Remote
 Communication Services (RCS) providers, with appropriate Stored Communications Act
protections. Wall postings and comments do not constitute private communications.

49. Lester v. Allied Concrete: Attorney cannot advise the client to clean up social media or
delete emails.

Week 13. Misconduct and Malpractice; Review, Conclusions and a Look Ahead

50. In re Hasbrouck, 657 A.2d 878 (N.J.Sup.Ct., 1995): Hasbrouck burglarized the homes
of doctors in four different counties to obtain samples of prescription drugs. In 1998 she
was disbarred and that her name be stricken from the roll of attorneys of this State and
permanently restrained and enjoined from practicing law.

51. In re Ellis, 204 P.3d 1161 (Kan.Sup.Ct., 2009): In-house counsel taking food from
emoloyers cafeteria and not paying for it. The lawyer was publicly censured and lost his
job.

52. In re Kenny, 217 P.3d 34 (Kan. Sup. Ct., 2009): During a civil proceeding threatened to
file an ethics complaint against the opposing lawyer. Violation of Rule 4.4. The
Respondent did not report [the other lawyers] conduct, rather, he made a threat to report.

53. Amalifitano v. Rosenberg, 903 N.E.2d 265 (NYCt.App., 2009): The tort statute should
be interpreted in an expansive manner and permitted the plaintiffs to recover the costs
of their defense (times three) resulting from the defendant-lawyers act of knowingly
making false representations to the court in a pleading in the underlying matter.

54. Mathew Kluger case: Working at Cravath on M&A deals. Insider trading. Longest
sentence ever 12 years in prison.

55. In re Himmal: The lawyer used the fear of that other lawyer to bargain a better deal for
his client and bargained his obligation to report for money. He was suspended for a year.