Glenayre Electronics, Ltd. v. Sandahl
Glenayre Electronics, Ltd. v. Sandahl
Opinion of the Court
OPINION
On August 25, 1992, this Court disqualified the law firm of Mayer Brown & Platt from representing the Defendants. Immediately thereafter, Defendants filed a petition for a writ of mandamus to the Seventh Circuit requesting that Mayer Brown be reinstated as counsel. Defendants asked for a 30 day stay of the proceedings while their petition was pending.
It has recently come to the Court’s attention that although the 30 days have expired, and the Seventh Circuit granted Defendants’ petition on December 2, 1992,
In addition, the Court observes that the Seventh Circuit’s opinion omitted some facts from the writ of mandamus on which
I. FACTS
In July of 1989, Glenayre Electronics, Ltd. (Glenayre) purchased Quintron Corporation (Quintron) located in Quincy, Illinois, which became known as Glenayre Quincy.
Meanwhile, Glenayre claims that it was independently developing a new paging system entitled “Omega Gold” at considerable effort and expense.
As part of this process, several technical documents, including patent applications, have been prepared by Glenayre’s personnel and patent counsel.
In fact, Complex is developing a new paging system referred to as C-NET.
During a pre-trial hearing in relation to the arbitration proceedings, Mr. Sandahl stated that an attorney had examined both the Glenayre and C-NET patent applications and found that Glenayre’s application
On April 3, 1992, Glenayre filed a complaint for, inter alia, a preliminary injunction to enjoin Defendants from utilizing any information obtained from Glenayre. This Court granted the motion for a preliminary injunction, however it allowed both parties to continue to pursue patent applications on the technology at issue.
For some time, and while these proceedings were before the Court, Glenayre was in negotiations with N-W Group, Inc. (NW Group) for the acquisition of certain assets of Glenayre.
Meanwhile Mayer Brown had been serving as general counsel to N-W Group for all of its business transactions until the first half of 1991.
In July 1992, Defendants sought to retain Mayer Brown in this case.
Mayer Brown spoke with N-W Group’s outside counsel who indicated that Mayer Brown did not need to obtain its consent to represent Defendants because Mayer Brown could withdraw from representing it prior to acquisition.
As a result of the simultaneous representation of N-W Group and Defendants, Glenayre moved to have Mayer Brown disqualified under Rule 1.7. The Court ordered the parties to identify what confidential information Mayer Brown received from its representation of N-W Group and that information’s relationship to this case. Plaintiff stated that Mayer Brown was provided with a draft of the Purchase and Sale Agreement and the Draft Proxy Statement which included “sensitive information regarding the financing of the acquisition, certain stock option rights of current Gle
The Court determined that Mayer Brown’s representation of Defendants and. N-W Group presented a conflict of interest and applied Rule 1.7 (present client standard) since N-W Group was a client at the time Mayer Brown agreed to represent Defendants. See Florida Ins. Guaranty Assn. v. Carey Canada, Inc., 749 F.Supp. 255 (S.D.Fla. 1990). Accordingly, the Court disqualified Mayer Brown.
On November 10, 1992, N-W Group acquired Glenayre by merger and changed its name to Glenayre Electronics, Inc. As per the Purchase and Sale Agreement, this lawsuit and all of the rights and liabilities attendant thereto, became vested in Glenayre Electronics, Inc.
II. CONCLUSIONS
On December 2, 1992, the Seventh Circuit granted Defendants petition for a writ of mandamus and reversed this Court’s order disqualifying Mayer Brown. 980 F.2d 1118. In its opinion, the Seventh Circuit failed to mention that the acquisition of Glenayre by N-W Group did in fact take place. The opinion also noted that this Court did not rely on the fact that Mayer Brown may have obtained information from N-W Group which it could have used to Defendants’ advantage. This Court is somewhat puzzled by this assertion since the endangerment of client confidences is inherent in the rules governing conflicts of interest. See Florida Ins. Guaranty Assn., 749 F.Supp. at 261. However, be that as it may, according to the opinion such a basis would not have warranted disqualifying Mayer Brown unless Plaintiff could substantiate its fear that Mayer Brown may have learned something from its representation of N-W Group which it could use to Defendants’ advantage in the case at bar.
Since the Court received the Seventh Circuit’s mandate regarding the appeal of the disqualification order, there is no reason why these proceedings should continue to be stayed. Also, in light of the acquisition of Glenayre Electronics Ltd. by N-W Group, this Court will allow Plaintiff’s motion for substitution of Glenayre Electronics, Inc. as the Plaintiff in this cause.
Ergo, the clerk is directed to lift the stay placed on these proceedings. Per the Seventh Circuit’s writ of mandamus, this Court hereby vacates its order disqualifying the law firm of Mayer, Brown & Platt. Finally, Plaintiff’s motion for substitution of transferee is ALLOWED.
. This Court received the mandate from the Seventh Circuit on January 4, 1993.
. Memorandum in Support of Plaintiff’s Motion for Preliminary Injunction and Expedited Discovery, at 1.
. Memorandum in Support of Plaintiff’s Motion for Preliminary Injunction and Expedited Discovery, at 1.
. Memorandum in Support of Plaintiff's Motion for Preliminary Injunction and Expedited Discovery, at 1-2.
. Memorandum in Support of Plaintiff’s Motion for Preliminary Injunction and Expedited Discovery, at 2.
. Defendant’s Verified Answer, Affirmative Defenses and Counterclaim, Exhibit A.
. Memorandum in Support of Plaintiff’s Motion for Preliminary Injunction and Expedited Discovery, at 2.
. Memorandum in Support of Plaintiff’s Motion for Preliminary Injunction and Expedited Discovery, at 2.
. Complaint, at ¶ 8.
. Complaint, at ¶ 8.
. Complaint, at ¶ 8.
. Complaint, at ¶ 9.
. Complaint, at ¶¶ 10-11.
. Court’s Order, June 3, 1992, at ¶ 2.
. Court’s Order, June 3, 1992, at ¶ 2.
. Court’s Order, June 3, 1992, at ¶ 2.
. Court’s Order, June 3, 1992, at ¶ 2.
. See Court’s Order, June 3, 1992.
. Plaintiff's Memorandum in Support of Plaintiff’s Motion to Disqualify Mayer Brown, at 2.
. Plaintiff’s Memorandum in Support of Plaintiff’s Motion to Disqualify Mayer Brown, at 2.
. Defendants’ Memorandum in Opposition to Disqualify Mayer Brown, at 2.
. Defendants' Memorandum in Opposition to Disqualify Mayer Brown, at 2.
. Defendants’ Memorandum in Opposition to Disqualify Mayer Brown, at 2.
. Plaintiff’s Memorandum in Support of Plaintiff's Motion to Disqualify Mayer Brown, at 3.
. Plaintiff's Memorandum in Support of Plaintiff’s Motion to Disqualify Mayer Brown, at 3.
. Defendants' Memorandum in Opposition to Disqualify Mayer Brown, at 2.
. Defendants’ Memorandum in Opposition to Disqualify Mayer Brown, at 2.
. Letter from Francesca Maher, attached to Defendants’ Memorandum in Opposition to Disqualify Mayer Brown.
. Plaintiffs Supplemental Brief Re: Motion to Disqualify, at 3-4.
. Defendants' Response to Questions Contained in the Court’s Order of August 17, 1992.
Reference
- Full Case Name
- GLENAYRE ELECTRONICS, LTD. v. Joel SANDAHL, individually, and Complex Systems, Inc., an Illinois Corporation
- Status
- Published