## Facts

- NuStar Farms, L.L.C. sued Robert and Marcia Zylstra to enforce a 2008 farmland sale agreement and related manure-easement obligations.
- Attorney Larry A. Stoller represented NuStar in the lawsuit.
- Stoller had represented the Zylstras on various matters from 2002 through 2014, including financial, business, and real-estate work.
- On January 24, 2007, Robert Zylstra met with Stoller about estate planning and manure-easement agreements the Zylstras intended to enter into with NuStar; Robert brought a multi-page set of easement documents.
- The parties disputed the scope of Stoller’s 2007 involvement: the Zylstras claimed Stoller reviewed the easements and advised signing; Stoller claimed he only glanced at them, urged Robert to consult other counsel, and made limited notations as reminders.
- In early May 2014, while still counsel of record for the Zylstras in at least one matter, Stoller began acting for NuStar in a dispute against them involving a deed and manure-easement performance.
- On May 13, 2014, Stoller emailed the Zylstras on NuStar’s behalf threatening remedies if a signed deed was not produced, and also stated he would no longer represent the Zylstras in future matters.
- On July 9, 2014, Stoller filed NuStar’s multi-count petition against the Zylstras.
- The Zylstras moved to disqualify Stoller based on (1) a former-client conflict and (2) a concurrent conflict; the district court denied the motion.
- The Iowa Supreme Court granted interlocutory review of the denial of disqualification.

## Issues

1. Whether Stoller’s prior representation of the Zylstras, including the 2007 meeting about NuStar manure-easement agreements, was substantially related to NuStar’s later suit so as to require disqualification under duties to former clients.
2. Whether Stoller had a concurrent conflict by representing NuStar directly adverse to the Zylstras while an attorney–client relationship with the Zylstras still existed, requiring disqualification absent informed consent.

## Decision

- The court held the district court did not abuse its discretion in rejecting disqualification based on a former-client conflict because the substantial-relationship showing was not established on the record as fact-found by the district court.
- The court held Stoller had a concurrent conflict of interest because his adverse representation of NuStar overlapped with an ongoing attorney–client relationship with the Zylstras, and there was no adequate informed consent.
- The court reversed the order denying disqualification and remanded with directions to disqualify Stoller from representing NuStar in the action against the Zylstras.

## Legal Principles

- A former-client conflict generally requires disqualification only if the prior representation is “substantially related” to the current matter such that it is reasonable to presume the attorney obtained relevant confidential information.
- In applying the substantial-relationship inquiry, appellate review may defer to the trial court’s factual findings and credibility determinations about the scope of the earlier representation.
- A concurrent conflict exists when representation of one client is directly adverse to another current client; absent valid informed consent and other required conditions, the conflict requires disqualification.
- An attorney may not initiate or threaten action against a current client on behalf of another client while the attorney–client relationship remains in effect, even if the matters differ.

## Conclusion

The Iowa Supreme Court drew a sharp line between former-client and concurrent conflicts: it upheld the denial of disqualification under the substantial-relationship test for former clients, but required disqualification where counsel’s representation of a new client became directly adverse to an existing client without a valid waiver.


NuStar Farms, L.L.C. v. Zylstra, 880 N.W.2d 478 (Iowa 2016)