Saint Anselm College Corporation & a. v. Board of Trustees of Saint Anselm College

THE STATE OF NEW HAMPSHIRE

SUPREME COURT

In Case No. 2020-0172, Saint Anselm College Corporation
& a. v. Board of Trustees of Saint Anselm College, the court on
May 26, 2021, issued the following order:

Having considered the briefs, supplemental memoranda of law, and oral
arguments of the parties, the court concludes that a formal written opinion is
unnecessary in this case. The law firm of Wadleigh, Starr & Peters, PLLC
(Wadleigh) appeals an order of the Superior Court (Delker, J.) granting the
motion filed by the defendant, the Board of Trustees of Saint Anselm College
(Board), to disqualify Wadleigh from continuing to represent plaintiff Abbot
Mark Cooper, O.S.B. (the Abbot) in this litigation. We dismiss this appeal
because we conclude that Wadleigh lacks standing to bring it.

“Standing under the New Hampshire Constitution requires parties to
have personal legal or equitable rights that are adverse to one another, with
regard to an actual, not hypothetical, dispute, which is capable of judicial
redress.” Teeboom v. City of Nashua, 172 N.H. 301, 307 (2019) (quotation and
brackets omitted). “In evaluating whether a party has standing to sue, we
focus on whether the party suffered a legal injury against which the law was
designed to protect.” Id. (quotation omitted). To demonstrate standing, “the
party must show that its own rights have been or will be directly affected.” Id.
(quotation omitted).

Wadleigh contends that its reputation was harmed by the trial court’s
order because, it asserts, the trial court found that Wadleigh had “violated the
Rules of Professional Conduct in bringing a case allegedly adverse” to its former
client, plaintiff Saint Anselm College Corporation (the College Corporation).
The Board counters that “alleged ‘reputational harm’ is not sufficient to
establish legal injury and standing.”

We do not share Wadleigh’s interpretation of the trial court’s order. “The
interpretation of a court order is a question of law, which we review de novo.”
In the Matter of Sheys & Blackburn, 168 N.H. 35, 39 (2015). “In construing a
court order, we look to the plain meaning of the words used in the document.”
Id. “We construe subsidiary clauses so as not to conflict with the primary
purpose of the trial court’s decree.” Id. at 39-40. “As a general matter, a court
decree or judgment is to be construed with reference to the issues it was meant
to decide.” Id. at 40.
 The trial court in this case did not find that Wadleigh violated the Rules
of Professional Conduct. Indeed, the trial court did not find that Wadleigh
engaged in any misconduct whatsoever. The trial court merely determined that
Wadleigh could not continue representing the Abbot because this litigation is
substantially similar to Wadleigh’s prior work for the College Corporation and
because the Abbot’s interests and the College Corporation’s interests could be
materially adverse. See N.H. R. Prof. Conduct 1.9(a); Tekni-Plex, Inc. v. Meyner
and Landis, 674 N.E.2d 663, 667 (N.Y. 1996) (explaining that there does not
need to be an actual conflict of interest in order for disqualification to be
required). The trial court correctly analyzed the motion to disqualify Wadleigh
given the complex nature of the corporate and individual relationships at issue.
See Goodrich v. Goodrich, 158 N.H. 130, 136 (2008) (“A disqualification motion
in the corporate setting, in particular, must be approached with caution in
today’s increasingly complex corporate maze of parent and subsidiary
relationships, mergers and acquisitions.”).

The fact that there was no finding of professional misconduct
distinguishes this case from others in which courts have found that
reputational harm, alone, confers standing on an attorney to appeal a
disqualification order. In Briggs v. McWeeny, 796 A.2d 516 (Conn. 2002), for
instance, a case upon which Wadleigh relies, the court found it “of great
consequence” that the attorney’s “disqualification was based on professional
misconduct, not on a conflict of interest,” and that the trial court intended the
disqualification order to operate as a sanction. Briggs, 796 A.2d at 528.
Similarly, in KLG Gates LLP v. Brown, 506 B.R. 177 (E.D.N.Y. 2014), a case
that we asked the parties to address in supplemental memoranda, although
the court opined that reputational harm alone conferred standing, the law firm
at issue was sanctioned for inadequately disclosing possible conflicts of
interest. Brown, 506 B.R. at 188.

Because the trial court did not find that Wadleigh engaged in
professional misconduct, we need not decide whether reputational harm alone
suffices to confer standing. Without a finding of professional misconduct,
Wadleigh suffered no such harm. Wadleigh was disqualified “not for anything
it did or failed to do”; rather, it was disqualified because “it had access, actual
or potential, to whatever confidential information [it had] obtained while
representing” the College Corporation. Analytica, Inc. v. NPD Research, Inc.,
708 F.2d 1263, 1266 (7th Cir. 1983). Wadleigh was disqualified to protect the
College Corporation, but because “the firm’s conduct was not blameworthy it
need not fear for its reputation.” Id.

To the extent that Wadleigh contends that the Board’s request that it
notify its insurance carrier of a potential malpractice claim is sufficient to
confer standing, we disagree. Standing requires “an actual, not hypothetical,
dispute.” Teeboom, 172 N.H. at 307 (quotation omitted). Moreover, a
“threatened injury must be certainly impending to constitute injury in fact.”

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Clapper v. Amnesty Int’l USA, 568 U.S. 398, 409 (2013) (quotation omitted).
Here, Wadleigh’s “allegations of possible future injury are not sufficient.” Id.
(quotation and brackets omitted).

For all of the above reasons, therefore, we conclude that Wadleigh has
failed to demonstrate that it “suffered a legal injury against which the law was
designed to protect,” Teeboom, 172 N.H. at 307 (quotation omitted).

Appeal dismissed.

HICKS, BASSETT, HANTZ MARCONI, and DONOVAN, JJ., concurred.

Timothy A. Gudas,
Clerk

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