Law Question: Paula is a partner in a large Los Angeles law firm called Gibbs and Donly (GD). She devotes a substantial part of her time to work for a large, publicly held corporation, Big Corp. GD does most of Big' west coast work, and Paula either handles personally or supervises most of that work.

Paula meets with Nancy, a top partner of the huge New York law firm of Scad, and Cromwell (SC). Nancy tells Paula that SC intends to set up a Los Angeles office and expects it to have at least 100 lawyers within a few years. One reason it has decided this is that it represents firms like Big Corp. in much of its New York and national business and wants to make sure it doesn't lose that client to some other firm that represents it on other matters.

Nancy tells Paula that SC would like her to head its new Los Angeles office. Nancy says, "We assume that you will be able to bring with you all the Big Corp. business and some of your other accounts as well. We will also need other lawyers and will rely heavily on

Neither GD nor SC has a written partnership agreement.

Answer

(a)

What are Paula's legal obligations to GD? Must she reveal her conversation with Nancy? Can she talk to people at Big Corp. to find out if they would transfer their business from GD to SC if she were to join SC? Can she talk to other lawyers at GD about joining SC? Explain. (b)

Suppose that after serving for a year as head of the SC Los Angeles office, Paula is replaced in that role by a lawyer who recently moved to the Los Angeles office from the New York office. Paula sues various partners of the firm for damages on the ground that Nancy told her that she would head the office for at least three years. The defendants concede that Nancy made the promise, but they contend that she had no authority to do so because SC is run by an executive committee that makes all major decisions. Who wins? Explain.