## Facts

- Hill International’s predecessor acquired all stock of Kaselaan & D’Angelo Associates, Inc. (K & D) from William “Chip” D’Angelo and another owner in late 1988.
- Effective January 1, 1989, D’Angelo entered an employment agreement with K & D, including restrictive covenants not to solicit K & D customers or employees and not to misappropriate or disclose K & D confidential information; the agreement was later amended in writing.
- K & D and Hill International sued D’Angelo in a diversity action alleging unfair competition, tortious interference with client and employee relationships, misappropriation of trade secrets and confidential information, and breach of fiduciary duties; they sought injunctive relief and damages.
- Before this suit, attorney John J. Rosenberg (then at a different firm) represented K & D in disputes against other employees involving similar allegations (unfair competition, solicitation, and misuse of confidential information).
- Rosenberg and his firm later appeared as defense counsel for D’Angelo in this action.
- Plaintiffs moved to disqualify Rosenberg and his firm under New Jersey RPC 1.9 and 1.10 based on Rosenberg’s prior work for K & D.

## Issues

1. Whether Rosenberg’s earlier representation of K & D in employee-related unfair competition and confidentiality disputes was “substantially related” to this action so that representing D’Angelo was barred under New Jersey RPC 1.9 absent consent.
2. Whether, if Rosenberg was disqualified under RPC 1.9, the disqualification was imputed to his firm under RPC 1.10.

## Decision

- The court granted plaintiffs’ motion and disqualified Rosenberg and his firm from representing D’Angelo.
- The court found K & D was Rosenberg’s former client, D’Angelo’s interests were materially adverse to K & D (and Hill), and K & D had not consented to the representation.
- The court concluded the prior and current matters were substantially related because they involved overlapping theories and factual contexts concerning K & D’s client relationships, employee relationships, and confidential information.
- The court held the conflict was imputed to Rosenberg’s firm, requiring firm-wide disqualification.

## Legal Principles

- Under New Jersey RPC 1.9, a lawyer may not represent a new client against a former client in the same or a substantially related matter when the interests are materially adverse, unless the former client gives informed consent.
- Matters are substantially related when the prior representation creates a realistic possibility that confidential information could have been obtained that would be relevant to the later adverse representation; factual identity is not required.
- Disqualification is a protective remedy aimed at preventing even potential misuse of former-client confidences and maintaining confidence in the legal process.
- Under New Jersey RPC 1.10, a conflict that disqualifies one lawyer under RPC 1.9 is imputed to the lawyer’s firm, requiring disqualification of the firm absent an applicable exception.

## Conclusion

The court disqualified defense counsel because his prior work for the corporate plaintiff in similar employee misconduct disputes was substantially related to the current suit against a former officer, creating an RPC 1.9 conflict that was imputed to his firm under RPC 1.10.


Kaselaan & D’Angelo Assocs., Inc. v. D’Angelo, 144 F.R.D. 235 (D.N.J. 1992)