As David Governo tells it, the sudden defection of lawyers from his firm follows the plot line of a TV crime drama.
Six of his partners, seeking to start their own law firm, allegedly absconded with several proprietary databases filled with valuable information related to the asbestos and toxic tort litigation in which they specialize, according to a lawsuit filed by Governo in Suffolk Superior Court.
The former partners, however, flip that script entirely in their own court filings. They say Governo is lashing out in “spite and desperation” and the database information is the property of the clients, many of whom have freely chosen to leave Governo to be represented by the partners’ new firm, CMBG3 Law.
The proceedings of the suit are being carefully watched by the city’s legal community, which anticipates it may establish case law on the legal and ethical parameters for leaving a law firm in the digital age, according to an experienced Boston litigator not involved in the case but following it closely.
The litigator said the Governo case is of great interest to senior lawyers who entrust substantial parts of their business to younger partners.
Superior Court Judge Kenneth W. Salinger, in a ruling issued Jan. 11, denied Governo’s motion for an injunction to force the rapid return of what Governo insists is his company’s property. Salinger concluded that the departing lawyers did take a copy of Governo’s “asbestos file management database” but that “the Governo firm has not yet proved that defendants took without permission copies of any of the other databases or electronic files” described in the lawsuit.
And the two sides presented conflicting evidence on whether the asbestos file database belongs to the Governo firm or to the clients, the judge said.
“On the current record, the court cannot tell which side’s evidence on these points is more credible.”
The judge set a scheduling conference in the case for Feb. 14.
Governo’s lawsuit, filed late last year and reported previously by the Boston Business Journal, says the defendants — Jeniffer A.P. Carson, Bryna Rosen Misiura, Kendra Ann Bergeron, David A. Goldman, Brendan J. Gaughan and John P. Gardella — tried last summer to buy Governo Law and its assets from Governo, who founded the firm in 2001.
Carson, in a court affidavit, agreed that the partners negotiated to buy the firm, but the two views of the case mostly diverge after that.
Governo’s suit asserts his firm’s databases — developed over many years at a cost of hundreds of thousands of dollars — are among the firm’s most valuable assets and a “significant driver of the purchase price” for the law firm discussed in negotiation. The databases contain information about clients, billing rates and requirements, bankruptcy filings, correspondence related to clients, literature about asbestos litigation, the backgrounds and past depositions of expert witnesses, key court rulings, and other information, according to his lawsuit. The databases were to be included in the sale, the suit states.
Negotiations over the sale of the firm extended into the fall, until the partners “abruptly stopped negotiating,” the lawsuit states.
The lawsuit says the partners filed documents with the secretary of state on Nov. 1 to incorporate a new law firm, though they did not inform Governo at the time that they had decided to leave, the suit alleges.
In Governo’s version of events, one of the partners, Misiura, directed Governo’s IT consultant to schedule an upgrade for the database software on Nov. 3, about two weeks before the partners quit, the suit states.
Misiura allegedly asked the IT consultant to place a backup copy of the databases on her office computer. “Such a request was highly unusual, and attorney Misiura had not made such a request in connection with prior upgrades and modifications” to the database, the suit states. The suit alleges that Misiura, with the support of the other partners, then took the files in anticipation of using them in their new firm.
By taking the information, “the individual defendants and CMBG3 avoided thousands of hours of time and hundreds of thousands of dollars of overhead expenses that otherwise would have been required to build an asbestos and toxic tort litigation practice from scratch,” the lawsuit states.
“More than half” of Governo Law’s business quickly moved to be represented by CMBG3, Governo said in his lawsuit.
The partners, in court papers filed in response to the suit, say that not only are the databases the property of clients but that Governo never placed any value on them during negotiations over the possible sale of the firm. “All of the information in the databases constitutes client file materials required and necessary to represent the clients in the defense of active, sometimes nationwide, mass tort litigation matters,” the partners said in documents filed by their lawyer, Peter F. Carr. “Governo did not own the databases and had no right to restrict access to client information and property.”
The departing lawyers said they “never breached any duty owed to Governo, and, to the contrary, attempted to cooperate as reasonably as possible with Governo concerning the transition to avoid any harm or prejudice to the clients or their pending matters.”
They say Governo locked them out of the office and deactivated their key cards after they told him they were leaving.
The partners insist that Misiura’s request related to the computer files “had nothing to do with a possible departure to a new firm” and that the “IT consultant had planned several months earlier to bring in a database consultant to upgrade an outdated database software program,” according to court filings.
“The database information is client property,” Carr summed up, in an e-mail to the Globe.
“The clients were billed by the Governo firm for the work associated with the databases, and the clients paid the Governo firm for the services. The partners are entitled to full and unlimited access to the file materials, as the transferred clients directed.”
Governo referred questions about the suit to his lawyer, Kurt B. Fliegauf, who would not comment beyond what is stated in the lawsuit.