O'Brien v. Stolt-Nielsen Transportation Group, Ltd.

838 A.2d 1076, 48 Conn. Supp. 200, 2003 Conn. Super. LEXIS 1763
CourtConnecticut Superior Court
DecidedJune 13, 2003
DocketFile No. X08 CV-02 0190051S
StatusPublished
Cited by4 cases

This text of 838 A.2d 1076 (O'Brien v. Stolt-Nielsen Transportation Group, Ltd.) is published on Counsel Stack Legal Research, covering Connecticut Superior Court primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
O'Brien v. Stolt-Nielsen Transportation Group, Ltd., 838 A.2d 1076, 48 Conn. Supp. 200, 2003 Conn. Super. LEXIS 1763 (Colo. Ct. App. 2003).

Opinion

INTRODUCTION

ADAMS, J.

The plaintiff, Paul E. O’Brien, is an attorney and the former general counsel of the named defendant, Stolt-Nielsen Transportation Group, Ltd. (Stolt-Nielsen). He asserts that he resigned from his position at Stolt-Nielsen when, and because, that company failed to cease and rectify its allegedly ongoing criminal conduct after the plaintiff had urged an independent investigation of the conduct and its cessation. The plaintiff has commenced this action against Stolt-Nielsen and its chairman, alleging, inter alia, that he was ethically and legally barred from rendering legal services to, and remaining in, the management of Stolt-Nielsen while the company’s alleged illegal activities continued. The plaintiffs second revised, amended complaint (complaint) alleges that he was “constructively discharged” by Stolt-Nielsen, and that Stolt-Nielsen breached a covenant of good faith and fair dealing, and he seeks money damages as well as a declaratory judgment as to his rights to reveal confidential client information and materials protected by the attorney-client privilege both to law enforcement authorities and in furtherance of the prosecution of the present action. Last, the plaintiff alleges that defendant Samuel Cooperman, chairman of [202]*202Stolt-Nielsen, interfered with the plaintiffs reasonable business expectancies.

The defendants, in a joint motion, have moved to strike all five counts of the plaintiffs complaint for failure to state a claim on which relief may be granted. The present motion raises difficult questions of law that have, for the most part, not previously been litigated in Connecticut, involving the interplay and potential clash between rights under tort and contract law and the obligations and expectations associated with the practice of law and the attorney-client relationship. The court’s analysis of a motion to strike is guided by well accepted standards. “The propose of a motion to strike is to contest . . . the legal sufficiency of the allegations of any complaint ... to state a claim upon which relief can be granted. . . . Faulkner v. United Technologies Corp., 240 Conn. 576, 580, 693 A.2d 293 (1997); see Practice Book § 10-39. A motion to strike challenges the legal sufficiency of a pleading, and, consequently, requires no factual findings by the trial court. . . . We take the facts to be those alleged in the complaint . . . and we construe the complaint in the manner most favorable to sustaining its legal sufficiency. . . . Thus, [i]f facts provable in the complaint would support a cause of action, the motion to strike must be denied. . . . Vacco v. Microsoft Corp., 260 Conn. 59, 64-65, 793 A.2d 1048 (2002). A motion to strike is properly granted if the complaint alleges mere conclusions of law that are unsupported by the facts alleged. Novametrix Medical Systems, Inc. v. BOC Group, Inc., 224 Conn. 210, 215, 618 A.2d 25 (1992).” (Internal quotation marks omitted.) Fort Trumbull Conservancy, LLC v. Alves, 262 Conn. 480, 498, 815 A.2d 1188 (2003).

I

COUNT ONE — CONSTRUCTIVE DISCHARGE

In the first count, the plaintiff alleges that Stolt-Niel-sen’s “ongoing criminal conduct created an impossible [203]*203employment situation for him” in that he was ethically barred from rendering legal services that would further such conduct and might be criminally liable because of his position in the management structure. According to the complaint, after the plaintiff brought this to Stolt-Nielsen’s attention, the company did not cease its alleged criminal conduct, “thereby creating an intolerable work situation” for him.

In its motion to strike the first count, Stolt-Nielsen makes essentially three arguments. First, it contends that the plaintiff has failed to state a cause of action on which relief may be granted because a client has a paramount right to retain or discharge an attorney, and the attorney has no basis for a wrongful termination claim, whether it be termed a retaliatory or constructive discharge. Second, it argues that the plaintiff cannot state facts provable in court that would give rise to a claim for relief because such proof would violate his obligation to maintain client confidences and the attorney-client privilege. Third, Stolt-Nielsen claims that, as a professional matter, the plaintiff had no right to resign and, therefore, no claim of constructive discharge.

The parties have discussed at length and argued from, or against, a number of cases in other jurisdictions. A discussion of these cases is helpful both as background and to illuminate the issues. In Balla v. Gambro, Inc., 145 Ill. 2d 492, 584 N.E.2d 104 (1991), the Supreme Court of Illinois held that an attorney employed as general counsel for the defendant, a distributor of kidney dialysis machines, could not sue the company for retaliatory discharge when he was discharged after advising the company he would do whatever was necessary to stop the company from selling dialysis machines not in conformance with federal regulations promulgated by the United States Food and Drug Administration. The Balla, court set out several rationales for its decision. Under Illinois law, and not unlike Connecticut, [204]*204the tort known as retaliatory discharge is a limited exception to the general rule that in the absence of a contract, the employer-employee relationship is at-will, meaning either party may terminate the relationship at any time. The retaliatory discharge exception applies when the termination of employment undermines an important public policy. The Illinois Supreme Court found that the public policy, that of saving lives, was already protected by the obligation of the plaintiff under the Rules of Professional Conduct in effect in Illinois to reveal confidential information to the extent necessary to prevent a client from committing an act that would result in death or serious injury. Id., 501-502 (referring to rule 1.6 (b) of the Illinois Rules of Professional Conduct). The court rejected the plaintiffs argument that he was faced with a “Hobson’s choice” between violating his obligations as a lawyer and risking the loss of his professional license or risking the loss of a full-time job and benefits. The court said there was no choice to be made: the in-house counsel, the plaintiff must follow the Rules of Professional Conduct. It concluded: “An attorney’s obligation to follow these Rules of Professional Conduct should not be the foundation for a claim of retaliatory discharge.” Id., 505. The Illinois Supreme Court also stressed that if in-house attorneys had the right to sue for wrongful discharge, it would have an adverse effect on the relationship between attorney and client and would chill the free exchange of communications between them. Id., 503-504.

There are two New York cases holding against in-house attorneys’ wrongful discharge claims. In Eckhaus v. Alfa-Laval, Inc. 764 F. Sup. 34 (S.D.N.Y. 1991) the federal District Court rendered summary judgment and dismissed a complaint by the plaintiff, the defendant’s former general counsel, seeking damages for defamation. The ground for dismissal was that the plaintiffs [205]

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Cite This Page — Counsel Stack

Bluebook (online)
838 A.2d 1076, 48 Conn. Supp. 200, 2003 Conn. Super. LEXIS 1763, Counsel Stack Legal Research, https://law.counselstack.com/opinion/obrien-v-stolt-nielsen-transportation-group-ltd-connsuperct-2003.