3dfx Interactive, Inc.

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UNITED 	STATES 	BANKRUPTCY 	COURT
NORTHERN 	DISTRICT 	OF 	CALIFORNIA
SAN 	JOSE 	DIVISION
In re 	Case No. 02-55795-RLE
3DFX INTERACTIVE, INC.,
Debtor. 	Chapter 11
__________________________________/
MEMORANDUM DECISION 	AND 	ORDER DISQUALIFYING SPECIAL COUNSEL TO
UNSECURED CREDITORS’ COMMITTEE
I. Introduction
Before the Court for decision are two motions to disqualify
Adorno & Yoss LLP (“Adorno”) as special counsel to the Official
Committee of Unsecured Creditors (the “Creditors’ Committee”). The
motions are based on Bankruptcy Code §1103(b) and Rule 3-310 of the
California State Bar Rules of Professional Conduct.
Moving parties are the Official Committee of Equity Security
Holders (the “Equity Committee”) and the United States Trustee
(collectively, the “Moving Parties”). Moving Parties argue that
The following constitutes
the order of the court. Signed June 01, 2007
________________________________________
Roger L. Efremsky
U.S. Bankruptcy Judge	________________________________________
Entered on Docket
June 01, 2007
GLORIA L. FRANKLIN, CLERK
U.S BANKRUPTCY COURT
NORTHERN DISTRICT OF CALIFORNIA
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28 1/ Adversary Proceeding 04-5487. The Trustee is seeking recovery
of approximately $900,000 from Avnet.
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disqualification is mandatory because while Adorno represented the
Creditors’ Committee at a mediation which sought a global
settlement in this case it simultaneously defended the chair of the
Creditors’ Committee, Avnet Electronics, Inc. (“Avnet”), in a
fraudulent conveyance action brought by William Brandt, the chapter
11 trustee (the “Avnet Action” and the “Trustee”). 1
Adorno’s opposition to both of the motions (the “Opposition”)
is supported by Declarations of Charles M. Tatelbaum and Lillian G.
Stenfeldt. The Opposition contends that there is no actual or
potential conflict here because Adorno was retained only for the
purposes of the mediation. Adorno also argues that there was an
agreement with the Trustee to put the Avnet Action on hold until
the mediation was concluded and that there was full disclosure to
all parties of Adorno’s relationship with Avnet and its appearance
in the Avnet Action. Adorno also argues that Moving Parties lack
standing to seek its disqualification. Finally, Adorno claims that
disqualification will pose a hardship on the Creditors’ Committee
and is only sought for tactical reasons.
II. Factual Background
The facts are largely undisputed. Facts referred to herein are
taken from the Declarations of Charles M. Tatelbaum (“Tatelbaum
Declarations”) filed in support of the Opposition, the
correspondence included with the Equity Committee’s Reply Brief and
the docket in this case and the Avnet Action of which the Court
takes judicial notice.
//
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2/ The potential conflict arose due to Sedgwick’s representation
of certain insurance carriers. The Declaration of Robert S. Gebhard
filed in support of the Application for Order Approving Retention of
Adorno stated Sedgwick’s “concurrent representation of the Committee
and the D&O Carriers at the mediation could present a conflict...the
Royal 	Policy 	may 	become 	a 	potential 	source 	for 	funding 	any 	global
settlement of the nVidia Action...”
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A. Adorno’s Employment
Sedgwick, Detert, Moran & Arnold (“Sedgwick”) is the
Creditors’ Committee’s main counsel in this case. In January 2005,
Sedgwick asked Adorno to serve as special conflicts counsel after
Sedgwick disclosed a potential conflict on the eve of a court
ordered mediation session involving the principal parties in this
case, including nVidia Corporation and nVidia US Investment Company
(“nVidia”), certain landlords, the Creditors’ Committee and the
Trustee. 2
On January 14, 2005, Sedgwick filed an Application for Order
Approving Employment of Adorno & Yoss as Special Counsel for the
Official Committee of Unsecured Creditors (the “Employment
Application”). On February 1, 2005, the Court entered its Order
authorizing the employment of Adorno as special counsel to the
Creditors’ Committee. In the Declaration of Charles M. Tatelbaum
filed in support of the Employment Application, Adorno disclosed
that for many years it had represented Avnet. The Declaration also
stated that if he became aware of additional parties or
professionals involved in the case he would file supplemental
declarations as needed to disclose any other relevant connections.
Adorno attended a mediation session on February 10, 2005 and
remained involved throughout the mediation process which culminated
in a vote by the Creditors’ Committee on November 1, 2005 to
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approve a settlement. While Adorno does not acknowledge this in the
Opposition, the docket indicates that until at least July 2006,
Adorno continued to do work for the Creditors’ Committee that was
not limited to the mediation. (See Adorno’s July 17, 2006 Objection
of the Official Committee of Unsecured Creditors to Motion to Deem
Claim of Creditor Zoran Corporation Timely Filed.)
B. The Avnet Action
In October 2004, the Trustee filed approximately 45 fraudulent
conveyance actions, one of which was the Avnet Action. (These cases
are referred to as the “STB Actions” by the Trustee.) The initial
complaint named Kent Electronics Corporation (“Kent”), predecessor
to Avnet. The Trustee took Kent’s default in February 2005 and
obtained a default judgment thereafter. According to the Tatelbaum
Declaration, he learned of the default judgment for the first time
on March 31, 2005.
On May 3, 2005, counsel for the Trustee filed a stipulation
signed by Charles Tatelbaum on behalf of Adorno to set aside the
default judgment. The stipulation recites that on or about April 1,
2005, counsel for Avnet contacted the Trustee’s counsel regarding
setting aside the default and amending the complaint to name Avnet.
On May 11, 2005, the Trustee filed an amended complaint naming
Avnet (the “Amended Complaint”) and thereafter, with its
permission, served Adorno with the Amended Complaint and the
October 19, 2004 scheduling order applicable to the STB Actions
(the “Scheduling Order”).
Avnet’s response to the Amended Complaint was due June 13,
2005. According to the Tatelbaum Declaration, Adorno corresponded
with the Trustee’s counsel regarding Avnet’s response, expressing
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3/ See Adorno’s October 19, 2005 First and Final Application for
Compensation and Reimbursement of Expenses as Special Counsel for the
Official Committee of 	Unsecured Creditors. Adorno’s fees of $41,580
and expenses of $2,305.13 were approved by Order dated December 20,
2005.
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counsel’s belief that the Avnet Action was to be held in abeyance
until after the mediation had been completed. While Adorno quotes
selectively from its correspondence with the Trustee’s counsel, it
does not provide the correspondence itself. Correspondence between
Adorno and the Trustee provided by the Equity Committee in its
Reply Brief, provides a fuller picture of what transpired. It
indicates that Adorno promised to respond by the end of the week of
June 20, 2005 --which it did not do. It also indicates that when no
response had been filed by September 16, 2005 and Adorno had failed
to serve its Rule 26 initial disclosures as it had agreed by August
31, the Trustee threatened to take Avnet’s default.
After months of postponing the inevitable, on September 21,
2005, Adorno filed an answer on behalf of Avnet. The answer denied
all the allegations and asserted 23 affirmative defenses.
C. Adorno’s Fee Application and Substitution in the Avnet Action
On October 19, 2005, Adorno filed its First and Final
Application for Compensation and Reimbursement of Expenses as
Special Counsel for the Committee (the “Fee Application”). The Fee
Application states that Adorno had rendered services from February
1, 2005 through September 30, 2005. The Fee Application was later
amended to state that it was not final as work in connection with a
proposed settlement arrived at through the mediation appeared to
require additional work by Adorno. 3
On December 5, 2005, Adorno filed its Notice of Conclusion of
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Employment and Work of Charles M. Tatelbaum as Special Counsel to
the Creditors [sic] Committee. This was withdrawn on March 10,
2006.
On December 20, 2005, Adorno was replaced by Sheppard Mullin
Richter & Hampton LLP in the Avnet Action.
III. Legal Analysis
A. Standard to be Applied
The Court has the inherent authority to supervise attorneys
appearing before it and it is within the Court’s discretion to
disqualify an attorney if it appears appropriate to do so on the
facts before it. The People ex rel. Dep’t of Corps. v. Speedee Oil
Change Sys., Inc., 20 Cal. 4th 1135, 1145 (1999) (stating trial
court’s authority to disqualify an attorney derives from the power
inherent in every court to control judicial proceedings); In re
Muma Services, Inc., 286 B.R. 583 (Bankr. D. Del. 2002) (explaining
power to disqualify attorney is matter within court’s discretion).
B. Bankruptcy Code §1103
Bankruptcy Code §1103(b) provides in pertinent part that
an attorney...employed to represent a committee appointed
under section 1102...may not, while employed by such
committee, represent any other entity having an adverse
interest in connection with the case. Representation of
one or more creditors of the same class as represented by
the committee shall not per se constitute the
representation of an adverse interest.
The policy behind §1103(b) is plain. It prohibits concurrent
representation if it would “interfere with counsel's vigorous
advocacy for either client, jeopardize counsel's undivided loyalty
to either client, or endanger the confidences and secrets of either
client...It also prohibits dual representation where there exists
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even the appearance of impropriety.” In re National Liquidators,
Inc., 182 B.R. 186, 192 (S.D. Oh. 1995)(citations omitted).
The term adverse interest is not defined in the Bankruptcy
Code. A generally accepted definition of adverse interest is: (1)
possession or assertion of an economic interest that would tend to
lessen the value of the bankruptcy estate; (2) possession or
assertion of an economic interest that would create either an
actual or potential dispute in which the estate is a rival
claimant; or (3) possession of a predisposition under circumstances
that create a bias against the estate. See In re Roberts, 46 B.R.
815, 827 (Bankr. D. Utah 1985), aff’d in part, rev’d and remanded
in part on other grounds, 75 B.R. 402 (D. Utah 1987); In re AFI
Holdings, Inc., 355 B.R. 139 (9th Cir. BAP 2006) (recognizing this
definition).
In In re Grant Broadcasting of Philadelphia, Inc., 71 B.R. 655
(Bankr. E.D. Pa. 1987), the bankruptcy court refused to approve
employment using this adverse interest standard. In that case, a
law firm had first taken the position that certain clients of the
firm were entitled to full payment from a debtor whose cash flow
was insufficient to pay all creditors in full. The court found that
the firm’s earlier position showed it possessed an adverse interest
disqualifying it from representing the committee.
Consistent with this approach, the court in In re Oliver’s
Stores, Inc., 79 B.R. 588 (Bankr. D. N.J. 1987) prohibited a firm
from representing individual members of a committee in an action
against the debtor’s former accountant when the firm had first
represented the committee.
The court explained the considerations behind the prohibition
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against simultaneous representation as follows:
First, courts have expressed concern that the vigor of
the lawyer’s representation of one client may be
diminished in an effort to avoid antagonizing the other
client. The second consideration relates to the client’s
expectation of receiving the undivided loyalty of the
lawyer. While sometimes it is difficult to prove that an
actual or potential conflict exists between the committee
and the individual creditor, a conflict of interest can
be established by a showing that a conflict is likely to
arise. In such cases, the integrity of the committee
process must be protected. Id. at 594.
Using this construct, Moving Parties contend that Adorno
presents a textbook example of the violation of the adverse
interest prohibition of §1103(b). A conflict actually arose when
Adorno undertook Avnet’s defense.
The Opposition cites no authority contrary to that cited by
the Moving Parties. It cites no case in which committee counsel was
allowed to simultaneously represent a committee and fight an
estate’s avoidance action on behalf of a creditor client. Nor does
the Opposition cite any authority for the proposition that
counsel’s good faith belief that there is no conflict is the
standard by which this question is judged.
When Adorno was employed in January 2005, the Trustee had not
yet named Avnet in one of the STB Actions. However, as of at least
March 31, 2005, Adorno knew the Trustee had sued Avnet’s
predecessor and obtained a default judgment and knew that the
Trustee intended to pursue Avnet. 	At this point, Adorno undertook
Avnet’s defense. From January through December 2005, Adorno
actively participated in the mediation on behalf of the Creditors’
Committee. Thus, for a significant period of time, Adorno both
defended Avnet and represented the Creditors’ Committee itself in
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4/ 	Admittedly, Adorno did not formally respond to the complaint
until 	September 	2005, 	and 	did 	so 	only 	upon 	the 	Trustee’s 	threat 	to
take its client’s default a second time.
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the context of the mediation in which a global settlement of the
chapter 11 case was sought. 4 (In addition, in July 2006, Adorno
represented the Creditors’ Committee in filing an opposition to the
motion of Zoran Corporation to deem its claim timely filed --a fact
which belies Adorno’s contention that it was retained only for the
purpose of attending the mediation and then departed from the
case.)
It does not appear from the parties’ correspondence that there
was an agreement to put the Avnet Action on hold. In fact, there
could have been no such agreement because the Scheduling Order
(which Adorno had received) established deadlines for all the STB
Actions. They were moving slowly but they were not at a standstill.
Even if there had been such an agreement, it would not have removed
the conflict, an argument implicit in Adorno’s Opposition.
In violation of §1103(b), Adorno represented another entity
with an adverse interest in connection with this case in early
2005. The Trustee sought to recover approximately $900,000 from
Avnet for the benefit of all unsecured creditors in this case. The
Creditors’ Committee’s constituents would benefit from this
recovery and, on behalf of Avnet, Adorno was resisting it. This is
not the “mere insinuation” of a conflict as Adorno argues; it is
real.
Adorno’s continued representation of the Creditors’ Committee
on these facts is improper and the Court will exercise its
discretion to disqualify Adorno.
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C. California Law
The same policy that underlies §1103(b) informs the California
rules on concurrent representation of clients with adverse
interests. The fundamental expectation of undivided loyalty creates
a prohibition of concurrent representation of clients with
conflicting interests.
Rule 3-310 of the California State Bar Rules of Professional
Conduct provides in pertinent part:
(C) A member shall not, without the informed written consent
of each client:
(1) accept representation of more than one client in a matter
in which the interests of the clients potentially conflict; or
(2) accept or continue representation of more than one client
in a matter in which the interests of the clients actually
conflict;
(3) represent a client in a matter and at the same time in a
separate matter accept as a client, a person or entity whose
interest in the first matter is adverse to the client in the first
matter...
(E) A member shall not, without the informed written consent
of the client or former client, accept employment adverse to the
client or 	former client where, by reason of the representation of
the client or former client, the member has obtained confidential
information material to the employment.
Under California law, concurrent representation of clients
with adverse interests generally requires automatic
disqualification. Cal West Nurseries, Inc. v. Superior Court, 129
Cal. App. 4th 1170, 1175 (2005) (stating that absent informed
written consent, lawyer may not concurrently represent clients who
have actual or potential conflicts); Flatt v. Superior Court of
Sonoma County, 9 Cal. 4th 275, 284 (1994) (in all but a few
instances, the rule of disqualification in simultaneous
representation cases is a per se or automatic one even though
matters may have nothing in common and there is no risk of
disclosure of confidential information).
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5/ The 	Court 	may 	also 	raise 	the 	issue 	sua 	sponte 	and 	take 	any
action necessary or appropriate to prevent an abuse of process. In re
Interwest Business Equipment, Inc., 23 F.3d 311, 317 (10 th Cir. 1994).
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There is no suggestion that Adorno obtained the informed
written consent of the Creditors’ Committee in advance of Adorno’s
representation of Avnet. However, Adorno claims the Creditors’
Committee and other interested parties were “aware” of its
representation of Avnet. (See Tatelbaum Declaration, paragraph 26.)
Under the definitions in Rule 3-310, this awareness, if it existed,
is insufficient. Disclosure is defined as telling the client of the
relevant circumstances and of the actual and reasonably foreseeable
adverse consequences to the client or former client. Informed
written consent means the client’s written agreement to the
representation following written disclosure. Rule 3-310(A)(1) and
(2).
On these facts, Rule 3-310 requires disqualification of Adorno.
D. Standing
Adorno argues that the general rule is that only former or
current clients have standing to seek disqualification based on a
conflict of interest. According to Adorno, in order to come within
an exception that will allow standing, the Moving Parties must show
that there is an invasion of a legally protected interest which is
concrete and particularized and actual or imminent. Colyer v. Smith,
50 F.Supp.2d 966 (C.D. Cal. 1999).
Adorno’s argument is not persuasive for several reasons. First,
Bankruptcy Code §1109 provides that any party in interest may raise
and be heard on any issue in a bankruptcy case. 5 The Moving Parties
clearly have standing to raise the conflict issue under Bankruptcy
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Code §1109 and Adorno essentially concedes as much.
Second, Moving Parties arguably have standing under applicable
California law because it is well recognized that more than the
interests of the parties themselves are involved in this context.
See Speedee Oil Change, 20 Cal. 4th at 1145 (acknowledging that
paramount concern is preservation of public trust in administration
of justice and integrity of the bar; choice of counsel yields to
ethical considerations that affect judicial process).
Third, as the Colyer court recognized, there is an established
exception to the general rule limiting standing to clients or former
clients. In a case where the ethical breach so infects the
litigation that it impacts the moving party’s interest in a just and
lawful determination of claims, the moving party may have
constitutional standing to bring a motion to disqualify based on a
third party conflict of interest or other ethical violation. Colyer,
50 F. Supp. 2d at 971-972. See also In re Yarn Processing Patent
Validity Litig., 530 F.2d 83, 88 (5th Cir. 1976). The facts here
bring Moving Parties within this exception.
E. Remaining Arguments Against Disqualification
Adorno makes three additional arguments. It asserts that
disqualification will be a hardship on the Committee, that it is
being sought to obtain a tactical advantage, and that it made full
disclosures of its relationship with Avnet. None of these arguments
is convincing.
First, there is no real support for the proposition that
disqualification will pose a hardship for the Creditors’ Committee
on the basis that Adorno offers irreplaceable special skill in
bankruptcy law.
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Second, there is also no real basis for the assertion that
disqualification is sought for tactical reasons. Neither of the
Moving Parties has anything to gain by disqualification in the
current context of this case. The settlement reached in the
mediation appears to have been withdrawn and the plan of
reorganization based on that proposed settlement appears at this
point unlikely to proceed. (See June 28, 2006 Memorandum Decision re
Chapter 11 plan confirmation issues, Docket Entry 898; April 19,
2007 Status Reports filed by the Trustee, the Equity Committee, the
Creditors’ Committee and nVidia, Docket Entries 1132-1135.)
Third, Adorno asserts it made full disclosure to the Trustee
and the Creditors’ Committee. Certainly, it did tell the Trustee it
represented Avnet but there is no support for its assertion that it
obtained the informed written consent of the Creditors’ Committee.
Moreover, when it began defending Avnet, Adorno did not file a
supplemental declaration updating the disclosures made in connection
with its employment as special counsel. Even if it had, it is highly
unlikely that the Court would have approved its dual role.
IV. Conclusion
Once Adorno acted on behalf of Avnet in the Avnet Action, it
had a disqualifying adverse interest under Bankruptcy Code §1103(b)
and the applicable California Rules of Professional Conduct. Its
defense of Avnet, if successful, would be detrimental to the
interests of the Creditors’ Committee. As Moving Parties point out,
this dual role raises serious concerns about the vigor and loyalty
with which the firm could pursue the interests of the Creditors’
Committee. It casts doubt on the very settlement arrived at in the
mediation. Adorno is therefore disqualified as special counsel for
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the Creditors’ Committee. The Court does not now rule on the United
States Trustee’s request that fees paid to Adorno be disgorged. Such
a request will be considered if and when made by the United States
Trustee (or other interested parties) by separate motion.
* * * * * END OF ORDER * * * * *
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Court Service List (service by ecf)
Nanette Dumas, Esq.
Office of the U. S. Trustee
280 So. First Street, Rm. 268
San Jose, CA 95113-3099
Robert P. Varian, Esq.
Karen Johnson-McKewan, Esq.
ORRICK HERRINGTON & SUTCLIFFE LLP
The Orrick Building
405 Howard St.
San Francisco, CA 94105-2669
Aron Oliner, Esq.
DUANE MORRIS
One Market Plaza, Spear Tower, Suite 200
SF, CA 94105
Peter G. Bertrand, Esq.
Robert E. Izmirian, Esq.
BUCHALTER NEMER
333 Market Street, 25 th Floor
San Francisco, CA 94105-2130
Eric D. Goldberg, Esq.
STUTTMAN, TREISTER
1901 Avenue of the Stars
Los Angeles, CA 90067
Steven Roland, Esq.
SEDGWICK, DETERT
One Market Plaza
SF, CA 94105
Michael Ahrens, Esq.
SHEPPARD MULLIN RICHTER & HAMPTON LLP
4 Embarcadero Center
SF, CA 94105.
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