## Facts

- Maritrans GP, Inc. and related entities (Maritrans) retained Pepper, Hamilton & Scheetz and partner J. Anthony Messina, Jr. for over ten years in labor-relations and corporate matters.
- During the representation, Pepper became familiar with Maritrans’s operations, labor costs, bargaining strategies, and competitive plans.
- After that relationship, Pepper undertook representation of several New York harbor competitors of Maritrans in labor-relations matters.
- Maritrans asserted the competitor matters were substantially related to Pepper’s prior work for Maritrans and created a serious risk that Maritrans’s confidential information would be used against it in collective bargaining and related disputes.
- Pepper characterized the situation as a “business” conflict and denied any fiduciary or ethical breach.

## Issues

1. Whether a former client may bring a civil action against attorneys for breach of common-law fiduciary duty independent of any violation of disciplinary rules.
2. Whether representing a former client’s direct competitors in substantially related labor matters warrants injunctive relief to prevent threatened use of confidential information.

## Decision

- The Supreme Court of Pennsylvania reversed the Superior Court and reinstated the trial court’s preliminary injunction.
- The Court held that disciplinary-rule violations do not, by themselves, create a private cause of action, but attorney conduct may still be actionable under common-law fiduciary-duty principles.
- The Court concluded the record supported a finding that Pepper and Messina breached fiduciary duties owed to Maritrans by undertaking substantially related adverse representations.
- The Court held injunctive relief was proper because threatened use of confidential information in substantially related matters can justify equitable protection without proof of actual disclosure or misuse.

## Legal Principles

- The attorney-client relationship is fiduciary; it includes duties of loyalty and protection of client confidences.
- Disciplinary codes and professional-responsibility rules generally do not create a standalone private right of action, though they may inform the content of common-law duties.
- A law firm’s representation adverse to a former client in a substantially related matter may breach fiduciary duties when the firm possesses confidential information that could disadvantage the former client.
- Preliminary injunctive relief may be appropriate to prevent threatened misuse of confidential information where damages would be inadequate and later enforcement would be difficult.

## Conclusion

The court held that Maritrans could pursue relief for breach of common-law fiduciary duty independent of disciplinary rules and that the substantial relationship between Pepper’s prior work for Maritrans and its later work for competitors justified a preliminary injunction barring the adverse representation to protect loyalty and confidences.


Maritrans GP, Inc. v. Pepper, Hamilton & Scheetz, 602 A.2d 1277 (Pa. 1992)