## Facts

- David Snider, a former sales manager for Quantum Productions, Inc., left and formed a competing company.
- Quantum sued Snider for misappropriation of trade secrets, breach of contract, interference with contractual relations, and unfair competition.
- Snider’s counsel, Dale Larabee, sought information about a company meeting attended by Quantum’s president and employees where no attorneys were present.
- Larabee asked Snider about two current Quantum employees (Toni Lewis and Laura Janikas) and was told they lacked executive authority or corporate-policy power.
- Larabee contacted Lewis and Janikas, identified himself as Snider’s attorney, and sought to discuss the lawsuit and the meeting.
- Larabee spoke briefly with Janikas; Lewis did not meet with him.
- Quantum moved to disqualify Larabee for alleged violation of California Rule of Professional Conduct 2-100 (no-contact rule).
- The superior court granted the motion and disqualified Larabee and his firm; Snider sought writ relief.

## Issues

1. Whether Lewis and Janikas were “parties” under California Rule of Professional Conduct 2-100(b) (officer/director/managing agent, or employees whose acts or statements could be imputed to the corporation).
2. Whether Rule 2-100(a)’s “knows” requirement demands actual knowledge that the contacted employees were covered “parties.”
3. Whether disqualification was a proper remedy on this record.

## Decision

- The Court of Appeal granted the writ of mandate and directed the superior court to vacate the disqualification order.
- Lewis and Janikas were not “officer[s], director[s], or managing agent[s]” under Rule 2-100(b)(1).
- The communications did not concern acts or omissions by Lewis or Janikas that could bind or be imputed to Quantum, and their roles did not make their statements organizational admissions under Rule 2-100(b)(2).
- Even assuming arguendo the employees could qualify as covered “parties,” Quantum failed to show Larabee had actual knowledge they fell within Rule 2-100(b).
- Because no Rule 2-100 violation was shown and no misuse of protected information was demonstrated, the disqualification order was an abuse of discretion.

## Legal Principles

- Rule 2-100’s corporate “party” definition is limited to officers, directors, managing agents, and certain employees whose acts/omissions may be imputed to the organization or whose statements may constitute organizational admissions.
- “Managing agent” status requires substantial discretionary authority over significant aspects of the corporation’s business; middle-management or nonexecutive employees generally do not qualify without evidence of such authority.
- Rule 2-100(b)(2) does not treat all employee statements as corporate admissions; the rule targets employees whose position or duties make their statements fairly attributable to the organization in the matter.
- Rule 2-100(a) requires actual knowledge that the person contacted is a represented “party” within the rule; constructive knowledge is insufficient.
- Attorney disqualification is an extraordinary remedy and requires a demonstrated ethical breach and a real risk of prejudice to the proceedings.

## Conclusion

The court set aside counsel’s disqualification, holding that ex parte contact with nonexecutive corporate employees who are only percipient witnesses does not violate Rule 2-100 absent proof the employees fall within the rule’s limited “party” categories and proof the contacting attorney actually knew they were covered.


Snider v. Superior Court, 113 Cal. App. 4th 1187 (Cal. Ct. App. 2003)