## Facts

- Worldspan, L.P. operated a computer reservations system for airline reservations, with a main computer located in Atlanta that was central to its business.
- Worldspan sued Sabre Group Holdings, Inc., a competing computer reservations system provider, asserting antitrust-type and business tort claims.
- Alston & Bird, LLP served as local counsel for Sabre in the federal litigation.
- For several years, and continuing during the lawsuit, Alston & Bird also represented Worldspan in Georgia and Tennessee state tax matters.
- The tax representations involved, to varying degrees, Worldspan’s computer airline reservations operations.
- Worldspan did not consent to Alston & Bird’s representation of Sabre and moved to disqualify the firm based on a conflict of interest.

## Issues

1. Whether Alston & Bird’s simultaneous representation of Worldspan in state tax matters and Sabre in litigation adverse to Worldspan violated Georgia DR 5-105 as incorporated by the court’s local rules.
2. Whether the conflict could be permitted under DR 5-105(C) based on “obvious” ability to represent both clients adequately and informed consent after full disclosure.
3. Whether Alston & Bird’s limited role as local counsel reduced or eliminated the conflict so that disqualification was unnecessary.

## Decision

- The court granted Worldspan’s motion to disqualify Alston & Bird as local counsel for Sabre.
- The court held that concurrent representation created an impermissible conflict under DR 5-105(A).
- The court found DR 5-105(C) did not permit the representation because it was not “obvious” the firm could adequately represent both clients and Worldspan had not consented after full disclosure.
- The court rejected the argument that local-counsel status cured the conflict; even limited participation in a matter directly adverse to a current client implicated loyalty and independent-judgment concerns.
- On reconsideration, the court left the disqualification ruling in place.

## Legal Principles

- Federal courts may enforce state professional responsibility rules through local rules governing attorney conduct.
- Under Georgia DR 5-105(A), a lawyer must decline employment when independent professional judgment for a client will be, or is likely to be, adversely affected by accepting another representation, absent a DR 5-105(C) exception.
- DR 5-105(C) permits multiple representation only if (1) it is obvious the lawyer can adequately represent each client and (2) each client consents after full disclosure of the possible effects on the lawyer’s professional judgment.
- Disqualification is a severe remedy but may be required to protect duties of loyalty and independent judgment and to preserve confidence in the integrity of judicial proceedings.
- A supporting or local-counsel role does not exempt counsel from conflict rules when representation is directly adverse to a current client in matters involving overlapping subject matter connected to the client’s core operations.

## Conclusion

The court disqualified defendants’ local counsel because the firm concurrently represented the plaintiff in ongoing tax matters tied to the plaintiff’s core business operations while appearing for a competitor directly adverse to that client in federal litigation, and the firm could not satisfy DR 5-105(C)’s requirements of obvious adequate representation and informed consent.


Worldspan, L.P. v. Sabre Grp. Holdings, Inc., 5 F. Supp. 2d 1356 (N.D. Ga. 1998)