Thomas and Jack Canna are brothers and attorneys who started their own law firm, Canna & Canna Ltd. (C&C), in 1990. Thomas and Jack each owned 50 percent of C&C and served in positions on the board. In 2018, Jack expressed an interest in retiring from the practice of law.

Thomas suggested that C&C merge with another firm that practiced in the same field, Hauser, Izzo, Petaraca, Gleason, & Stillman (Hauser)

so that Jack could obtain money for retirement. In May 2018, Jack, Thomas, and eight members of Hauser signed a nondisclosure agreement and discussed a possible merger. Thomas provided Hauser with complete financial and client records. Ultimately, the parties were unable to agree on terms, and the merger fell apart. Hauser promised to return the records pursuant to the agreement but never did.

However, following the failed merger, Jack—while still an officer and shareholder of C&C—continued to communicate in secret with Hauser about joining the firm in an “of counsel” role in exchange for encouraging C&C clients to follow him to Hauser. In 2019, Jack notified Thomas that he had filed documents to dissolve C&C, without Thomas’s knowledge or approval. Before leaving C&C to join Hauser, Jack boxed up and took the client files with the intent on taking them to Hauser. Did these acts by Jack violate the proposed merger between C&C and Hauser?