2025 ABA LPL Edward C. Mendrzycki Scholarly Writing Competition—Hypothetical
Sponsored by:
ABA Standing Committee on Lawyers' Professional Liability
and Long & Levit, LLP
2025 ABA LPL Edward C. Mendrzycki Scholarly Writing Competition—Hypothetical
You are a seasoned attorney at Trunk Little LLP, a law firm headquartered in the State of Bliss. You are best friends with Trunk Little’s in-house general counsel, Melissa Smith. Melissa often will run questions by you regarding internal ethics matters. You are well-versed in issues of legal ethics and comfortable fielding these questions, and you are happy to help Melissa out. Melissa recently came to you with a situation and has asked for your advice.
About a year and a half ago, Trunk Little acquired a corporate transactional group of attorneys from Stark Master, a competing law firm. The group was looking to leave Stark Master because it had been precluded from taking on multiple new matters due to conflicts issues, and the head of the group, Skippy Frantinto, had been butting heads with Stark Master’s managing partner and its general counsel. Trunk Little viewed this acquisition as quite the “boon,” as the Stark Master corporate group was expected to bring with it multiple client opportunities that had the potential to generate lucrative business for the firm. In order to secure the acquisition, Trunk Little offered all of the Stark Master attorneys generous compensation packages and agreed to bring in all of the Stark Master corporate associates at materially higher salaries. Trunk Little also sweetened the deal by agreeing that the attorneys could work fully remotely from whatever location they wanted.
Much to Trunk Little’s delight, the new corporate group opened numerous large matters almost immediately upon transitioning to Trunk Little, and the lawyers began to generate high billings right from the start. The group was largely autonomous, relying very little on Trunk Little’s administrative departments. All of the lawyers opted to work fully remotely, which was also a financial win for Trunk Little, as they were not adding any significant overhead costs to Trunk Little’s operations.
About two months ago, Chis Boone, a junior partner in the corporate group who had joined from Stark Master, asked Trunk Little’s marketing department to assist in issuing a press release to tout the group’s involvement in their client MonopHealth’s multi-million dollar acquisition of Anytime Health, a virtual healthcare provider operating in all fifty states. As part of its usual practice, the marketing team completed a conflicts check on all parties that would be mentioned in the press release. The marketing team discovered that Trunk Little’s white collar investigations group was involved in a confidential internal whistleblower investigation for Anytime Health. The marketing department immediately brought this issue to GC Melissa’s attention.
Melissa promptly reached out to Skippy, the esteemed head of the corporate group. Despite leaving multiple voicemails and sending numerous emails, Skippy never responded to Melissa. Melissa then reached out to Chris the junior partner who had asked marketing for help with the press release. Chris confirmed that MonopHealth was Skippy’s long-time client, but that Chris had been “doing all the work” for it since the group transitioned to Trunk Little because Skippy had largely been “out to lunch” following the transition. Chris confirmed that MonopHealth’s acquisition of Anytime Health had sprung up without warning, and that he had to work around the clock in order to meet the aggressive transaction deadlines. Chris disclosed that he had never handled such a large transaction on his own, and he was a little worried because MonopHealth did not want to do the usual level of due diligence because of the time pressure to get the deal inked. In fact, MonopHealth had told Chris at one point “not to go looking for problems” that would hold up the transaction. Chris stated that he wasn’t entirely comfortable with this direction, but at the same time didn’t want risk hurting the client relationship with MonopHealth. He told Melissa that he had tried to talk to Skippy about the matter, but Skippy never responded to his emails or voicemails.
Melissa asked Chris whether he or Skippy had completed a conflicts check for Anytime Health before agreeing to assist MonopHealth with the acquisition transaction. Chris said that Skippy usually does that on all matters, and he thought Skippy had done so, but he couldn’t remember whether he personally had seen the results of that check. Chris did confirm that he had no knowledge of the Firm’s representation of Anytime Health in any whistleblower investigation, and that the investigation did not come to light when Chris was completing the due diligence process in connection with MonopHealth’s acquisition of Anytime Health.
Melissa also mentions that, when she raised Skippy’s failure to respond to her messages with Trunk Little’s managing partner, the managing partner suggested that Melissa cut Skippy a break because his memory was likely not what it used to be and “we will all be there someday.”
Melissa is very concerned about the situation. So much so that, instead of just using you as a sounding board like she normally does, she wants you to prepare a legal memorandum this time. More specifically, Melissa has asked you to advise her on whether any firm attorney violated the ABA Rules of Professional Conduct, which the State of Bliss has adopted; whether the firm has any disclosure obligations to MonopHealth; whether the firm can continue to represent MonopHealth and/or Anytime Health; and whether the firm has any malpractice exposure and the nature of any such exposure.
Please prepare the memorandum.