Portland General Electric Co. v. Duncan, Weinberg, Miller & Pembroke, P.C.

EDMONDS, P. J.,

concurring.

The majority modifies1 the injunction entered against defendants by the trial court by reasoning that, “[i]n *289no case were stranded costs by themselves, a ‘matter’ [within the meaning of Disciplinary Rule 5-105(DR 5-105)].” 162 Or App at 284.1 disagree with the majority’s reasoning for the reasons that follow.

An overview of the facts of this case is helpful to understanding why “stranded costs” constitute a “particular matter” within the meaning of DR 5-105. “Stranded costs” for the purpose of this case are costs incurred by a utility for the installation or construction of a facility or are embodied in contracts for the wholesale purchase or sale of power that are not recoverable through revenue from customers because of the early retirement of the facility or other regulatory effects. Defendants Horgan and Van Cleve are attorneys who were employed by Portland General Electric (PGE) and who now represent Industrial Customers of Northwest Utilities (ICNU), an association of large industrial consumers of power generated or delivered by PGE. Horgan worked for PGE from 1993 to January 1996. Van Cleve worked for PGE from 1986 to mid-1996. Within a month or two from leaving PGE’s employment, Horgan began representing ICNU on matters not related to PGE. When Van Cleve left PGE, he joined Horgan in representing ICNU. Soon thereafter, Enron proposed to merge with PGE, which led to a proceeding before the PUC. ICNU, represented by Van Cleve and Horgan, intervened in the proceeding. PGE objected to Van Cleve’s and Horgan’s representation, contending that they had a conflict of interest.

While working for PGE, defendants Van Cleve and Horgan were involved in varying degrees in the “Unbundling Task Force,” a forum consisting of representatives of PGE and several of its large industrial customers, including ICNU. The task force discussed ways that PGE’s customers *290would gain access to electricity from other providers in the event that the electric power industry was deregulated. One of the issues discussed by the task force was “stranded costs.” PGE desired to recover “stranded costs” as part of the cost of delivery of electricity from other providers to its customers. In the discussions in the task force, ICNU opposed PGE’s efforts to recover stranded costs. Part of defendants’ task was to ascertain how “stranded costs” could be recovered in spite of the opposition of ICNU and its fellow customers. No agreement was ever reached among the parties represented in the task force. However, an experimental plan known as “Schedule 77,” that had evolved from the discussions of the task force, was proposed by PGE after Van Cleve left PGE. Schedule 77 provided for the recovery of stranded costs while permitting industrial customers to choose their supplier. When the issue of a conflict of interest of Horgan and Van Cleve representing ICNU arose at the time of the merger, Horgan and Van Cleve agreed that they would not represent ICNU with respect to Schedule 77. For its part, PGE agreed that Horgan and Van Cleve could continue to represent ICNU so long as they did not advise ICNU on stranded cost issues relating to Schedule 77.

The merger agreement was executed in October 1996 and approved in June of 1997 by the PUC while Horgan and Van Cleve continued to represent ICNU. One of the conditions of the merger was Condition 22, a condition that required PGE to file a proposed plan with the PUC regarding the recovery of stranded costs. PGE complied with Condition 22 by filing a plan named “Customer Choice” that identified facilities for which stranded cost recovery may be required, including 37 long-term power agreements with customers. Those agreements included approximately 10 agreements on which Van Cleve had worked while employed by PGE. Also involved in the plan were 14 generating facilities, three of which were ones with which Horgan had been involved. The plan also contained a proposal to “disaggregate” PGE into separate companies, which necessitates dealing with PGE’s stranded costs in the process.

Also, a month before PGE filed the Customer Choice Plan, it filed a proposed Pilot Plan with the PUC that was intended to allow ratepayers in several communities to *291choose their own electricity providers on a trial basis. Before PGE filed the Pilot Plan and the Customer Choice Plan, Horgan and Van Cleve, according to PGE, informed PGE that they intended to represent ICNU in the pending PUC proceedings regarding the Customer Choice Plan and the Pilot Plan. PGE believes that ICNU is opposed to its proposals regarding stranded costs, and defendants’ disclosure of their intention to represent ICNU in future PUC hearings prompted PGE to file this action for an injunction. PGE argues that “stranded costs” are “matters” within the meaning of DR 5-105(C) and that Van Cleve’s and Horgan’s proposed representation of ICNU falls within the prohibition of DR 5-105.

The rule, DR 5-105, provides, in pertinent part:

“(A) Conflict of Interest: A conflict of interest may be actual or likely.
* * if: *
“(2) A ‘likely conflict of interest’ exists in all other situations in which the objective personal, business or property interests of the clients are adverse. A ‘likely conflict of interest’ does not include situations in which the only conflict is of a general economic or business nature.
* * * *
“(C) Former Client Conflicts — Prohibition. Except as permitted by DR 5-105(D), a lawyer who has represented a client in a matter shall not subsequently represent another client in the same or a significantly related matter when the interests of the current and former clients are in actual or likely conflict. Matters are significantly related if either:
“(1) Representations of the present client in the subsequent matter would, or would likely, inflict injury or damage upon the former client in connection with any proceeding, claim, controversy, transaction, investigation, charge, accusation, arrest or other particular matter in which the lawyer previously represented the former client; or
“(2) Representation of the former client provided the lawyer with confidences or secrets as defined in DR 4-101(A), the use of which would, or would likely, inflict *292injury or damage upon the former client in the course of the subsequent matter.” (Emphasis in original.)

Under the rule, conflicts of interest are divided into “specific matter” conflicts and “specific information” conflicts. Initially, the parties dispute what constitutes “a particular matter” within the meaning of a “specific matter” conflict under DR 5-105. PGE argues that stranded costs are “a particular matter” within the meaning of the rule and that, because defendants represented PGE regarding stranded costs, they should be enjoined from representing ICNU. Defendants argue that the “particular matters” within the meaning of the rule are the Unbundling Task Force proceedings, Schedule 77, the Enron Merger, the Pilot Plan and the Consumer Choice Plan and that the phrase “other particular matters” in DR 5-105(C)(l) is simply another way of describing a transaction or controversy. It follows, according to their argument, that, because they did not work on the Pilot Plan and the Consumer Choice Plan, there are no “specific matter” conflicts involving proceedings, transactions or controversies. Apparently, the majority adopts defendants’ understanding of the rule because it agrees that stranded costs are not “specific matters” within the meaning of the rule. Thus, my dispute with the majority turns on whether “stranded costs” constitute “specific matter” conflicts within the meaning of DR 5-105.

Under the rule, a “significantly related” matter that gives rise to a likely conflict of interest and prohibits legal representation includes a “particular matter.” DR 5-105-(C)(1) provides that a conflict with a former client exists if representation of the present client would likely inflict injury or damage upon the former client “in connection with any proceeding, * * *, controversy, transaction, * * * ox other particular matter in which the lawyer previously represented the former client[.]” (Emphasis supplied.) The key word in resolving the issue in this case is the word “other” in the phrase “other particular matter.” The rule distinguishes between a “proceeding,” a “controversy,” a “transaction” and “other particular matterfs].” (Emphasis added.) The clear implication of the language in the rule is that the phrase “other particular matter” means something different from *293the words “proceeding,” “controversy” and “transaction,” contrary to defendants’ suggestion. It is clear from the breadth of the inclusory language in the rule that the rule prohibits the parsing of subjects from the scope of the rule based on semantical distinctions and that it is intended to reach to matters which may not be readily identifiable as proceedings, controversies or transactions. It follows that the transactions, proceedings or controversies in which the lawyer represented the former client need not be identical to the transactions, proceedings or controversies in which the lawyer represents the present client to create a conflict of interest under the rule. Representation is prohibited by the rule if the representation involves particular matters tbat are significantly related even though separate transactions, proceedings or controversies are involved.

Under the rule, a “significantly related” matter could be specific information consisting of a client confidence or secret, or it could be a “particular matter” on which the attorney has worked for the former client. An example of the latter is where an attorney represented a former client and his wife in the acquisition of their business and served as corporate counsel for the ongoing business, meeting occasionally with the husband to provide legal advice for the business. He then represented the husband in a dissolution of marriage proceeding that involved the business. That representation led to a disciplinary complaint filed by the Oregon State Bar. See In re Brandsness, 299 Or 420, 702 P2d 1098 (1985). The representation of the ongoing business did not involve representation in a “proceeding,” “transaction” or “controversy.” Rather, the business was a “particular matter” within the meaning of the rule for the purpose of analyzing whether a conflict of interest existed. Id. at 433-34. Because of counsel’s continuing representation of the business, the court held that a likely conflict of interest existed when the attorney represented the husband in the dissolution proceeding.2

In concept, this case parallels what occurred in In re Brandsness. The “stranded costs” issues on which defendants’ worked while employed for PGE are no different from *294the ongoing business affairs for which legal advice was rendered in that case. Those, “stranded costs” were the subject of controversy when defendants represented PGE in the Unbundling Task Force meetings and continued to be the subject of controversy under the Customer Choice Plan because it involves some of the very power agreements and facilities that defendants were involved in when they worked for PGE. Moreover, PGE offered evidence that defendants will continue to represent ICNU regarding stranded cost issues in PUC proceedings where ICNU will likely take a position adverse to PGE, giving rise to the need for injunctive relief. Under the circumstances, there can be no question that the “stranded costs” that arose in the Unbundling Task Force meetings and that led to the preparation of Schedule 77 are “other particular matters” that are significantly related to matters presently before the PUC or will be the subject of future controversies. Consequently, the majority errs when it holds that “stranded costs” are not a “particular matter” within the meaning of DR 5-105.

The majority’s ruling leaves intact the injunction as to paragraph 2(e) despite the fact that it does not conclude that the stranded costs for generating facilities and power contracts that Horgen and Van Cleve worked on as lawyers for PGE are specific matters within the meaning of the rule. The majority’s result is correct, despite its erroneous understanding as to what constitutes a “matter specific” conflict. I do not quarrel with the majority’s holding that PGE does not identify any specific confidence or trade secret about stranded costs that defendants learned about while employed for PGE. However, the stranded cost issues on which defendants worked while employed for PGE are “matters” within the meaning of the rule, and defendants should be enjoined from representing ICNU on those matters. Therefore, I concur with the majority’s result.

The majority reverses paragraphs 2(a), (b), and (f) of the trial court’s injunction. Paragraph 2(a) of the injunction enjoins defendants from representing Industrial Customers of Northwest Utilities (ICNU) against Portland General Electric *289(PGE) with respect to “matters which relate to the disaggregation of PGE[.]” Paragraph 2(b) enjoins defendants with respect to “matters which arise from the merger of Enron and Portland General Corporation!.]” Paragraph 2(f) enjoins defendants from representing ICNU “for a period of three years from July 1,1997, any PGE rate case.” The majority opinion leaves in place the trial court’s injunction as to paragraph 2(c): “PGE’s Customer Choice Plan!,]” paragraph 2(d): “PGE’s Introductory Customer Choice Plan!,]” and paragraph 2(e): “PGE’s stranded costs relating to the generating facilities and power contracts that defendants Van Cleve and Horgan worked on as lawyers for PGE[.]” The majority holds that the subjects of paragraphs 2(a) and 2(b) do not involve matter-specific conflicts. As to paragraph 2(e), the majority opinion says, “[defendants do not challenge that specific provision of appeal, and we find it to be appropriate.” 162 Or App at 285.

It is enough for a violation of the rule if the representation of the present client “would likely” inflict injury on the former client.