## Facts

- Independent service organizations sued Eastman Kodak Company in federal antitrust litigation; after remand, the case proceeded in the Northern District of California.
- Plaintiffs’ lead counsel was James A. Hennefer; the law firm Coudert Brothers served as co-counsel.
- For approximately six years, Coudert provided legal services to Eastman Chemical, described as one of Kodak’s three major operating divisions, across multiple offices and on varied legal matters.
- Coudert’s work for Eastman Chemical did not involve issues directly related to the antitrust litigation.
- When asked to assist with plaintiffs’ appellate briefing, Coudert ran a conflicts check and identified its ongoing relationship with Eastman Chemical (and Kodak Pathe).
- Coudert attempted to raise the conflict with Eastman Chemical personnel and seek consent, but did not obtain written consent; the scope and clarity of any oral discussion were disputed.
- Kodak moved to disqualify Coudert from representing plaintiffs on the ground that Coudert was concurrently representing a Kodak division while litigating against Kodak.

## Issues

1. Whether Coudert’s concurrent representation of plaintiffs adverse to Kodak, while representing Eastman Chemical (a Kodak division) in unrelated matters, constituted a conflict requiring disqualification under applicable professional responsibility rules.
2. Whether Kodak/Eastman Chemical gave effective informed consent—express or implied—to Coudert’s adverse representation.
3. Whether the “unrelatedness” of Coudert’s work for Eastman Chemical altered the conflict analysis for a current-client relationship.

## Decision

- The court granted Kodak’s motion to disqualify Coudert Brothers as plaintiffs’ counsel.
- The court treated Eastman Chemical as part of Kodak for conflict purposes and held Coudert was directly adverse to a current client.
- The court found no adequate informed consent to the concurrent adverse representation, emphasizing the absence of a clear written waiver.
- The court rejected the argument that lack of subject-matter overlap eliminated the conflict for simultaneous representation of current clients.
- The disqualification order applied to Coudert; plaintiffs’ other counsel remained in the case.

## Legal Principles

- A lawyer generally may not concurrently represent one client in a matter directly adverse to another current client absent effective informed consent.
- For current-client conflicts, the duty of loyalty is central and may require disqualification even when the representations are unrelated and no misuse of confidences is shown.
- Consent must be informed and explicit; a vague or informal oral exchange, especially without documentation, may be insufficient to waive a concurrent conflict.
- Disqualification serves not only client protection but also the integrity of judicial proceedings and public confidence in the legal profession.

## Conclusion

The court disqualified plaintiffs’ co-counsel after finding that the firm concurrently represented a Kodak operating division while litigating against Kodak in significant antitrust proceedings, and that no effective informed consent justified the direct adversity to a current client.


Image Technical Servs., Inc. v. Eastman Kodak Co., 820 F. Supp. 1212 (N.D. Cal. 1993)