Motion to disqualify counsel; Representation of both a corporate entity & its member; MRPC 1.7 & 1.13

In this business dispute between brothers, the court vacated the trial court’s order disqualifying counsel from representing defendant-LLC (MSY) and remanded. Plaintiff-Gregory’s “motion to disqualify counsel was based on his contention that counsel could not represent both” the LLC and defendant-Christopher, a member of the LLC, “without violating MRPC 1.7 and 1.13 because counsel would actually be representing Christopher’s interests at the expense of MSY’s interests.” The court found that “the precise basis for the trial court’s ruling disqualifying counsel from representing MSY is unclear. The only thing the trial court made clear was its uncertainty on the record about who are the members of MSY. The trial court then proceeded to disqualify counsel based on the apparent confusion over the respective interests of the corporate entity in relation to Gregory and Christopher. However, confusion and speculation are not inherently equivalent to a conflict of interest. Although the parties would seemingly like this Court to adjudicate their respective interests in MSY (among other things), we do not have a sufficient factual basis from which we could render any decision in this matter, much less adjudicate the interests of the brothers relative to MSY.” Simply stated, the court had “no idea at this juncture what the rights and responsibilities are of any of the parties because the trial court failed to make any factual findings to allow for meaningful appellate review and as such, clearly erred.”