## Facts

- Sugar manufacturers and trade associations sued corn and HFCS manufacturers and trade groups under the Lanham Act for alleged false advertising about HFCS.
- Plaintiffs were represented from the outset by Squire Sanders.
- One defendant, Tate & Lyle Ingredients Americas, Inc., had been represented since 1998 by Patton Boggs in unrelated matters and had signed a 1998 advance conflict waiver.
- In 2014, Squire Sanders and Patton Boggs merged into Squire Patton Boggs LLP (SPB).
- After the merger, SPB simultaneously represented (1) the sugar plaintiffs in the HFCS litigation and (2) Tate & Lyle in other matters, creating a concurrent-client conflict.
- SPB sought Tate & Lyle’s consent to continue representing the sugar plaintiffs and suggested using separate internal teams; Tate & Lyle refused and requested SPB withdraw from the sugar plaintiffs’ representation.
- SPB instead terminated Tate & Lyle as a client and continued representing the sugar plaintiffs.
- Tate & Lyle and Ingredion moved to disqualify SPB from representing the sugar plaintiffs based on the conflict created by the merger.

## Issues

1. Whether SPB’s post-merger, simultaneous representation of the sugar plaintiffs and Tate & Lyle constituted an impermissible concurrent-client conflict requiring disqualification.
2. Whether Tate & Lyle’s 1998 advance conflict waiver provided informed consent sufficient to permit SPB’s adverse representation in this litigation.
3. Whether SPB could cure the concurrent-client conflict by unilaterally ending its relationship with Tate & Lyle and continuing on the adverse representation.
4. Whether internal separation measures (e.g., separate teams) could substitute for informed consent in a concurrent-client conflict.

## Decision

- The court granted the motions by Ingredion and Tate & Lyle to disqualify SPB.
- The court treated the conflict as a concurrent-client conflict governed by strict duty-of-loyalty principles.
- The court found the 1998 advance waiver insufficient to establish informed consent to this specific adverse representation.
- The court held that SPB could not avoid disqualification by dropping Tate & Lyle to recast it as a former client.
- The court concluded that proposed internal segregation of lawyers did not resolve a concurrent-client conflict without informed consent.
- The court determined disqualification was warranted to protect the integrity of the proceedings, despite prejudice to plaintiffs from losing longstanding counsel.

## Legal Principles

- Concurrent representation of directly adverse current clients is generally prohibited absent informed consent from both clients.
- After a law-firm merger, conflicts of each predecessor firm are imputed to the combined firm and must be addressed under the rules governing current-client conflicts.
- Advance conflict waivers are construed narrowly and must provide sufficiently specific, informed consent to the type of adversity that later arises.
- A firm may not cure a concurrent-client conflict by unilaterally terminating the disfavored client to convert the matter into a former-client conflict.
- Ethical screens or separate teams do not ordinarily permit representation of opposing current clients in the absence of informed consent; disqualification is an available remedy to enforce loyalty and protect the fairness of the process.

## Conclusion

The court disqualified plaintiffs’ counsel after a merger created a period of concurrent representation of directly adverse clients, holding that neither an old advance waiver nor the firm’s decision to drop the defendant-client, nor internal staffing measures, cured the duty-of-loyalty violation.


W. Sugar Coop. v. Archer-Daniels-Midland Co., 98 F. Supp. 3d 1074 (C.D. Cal. 2015)