Teras et al v. Wilde et al

Filing 79

MEMORANDUM OPINION. Signed by Judge Deborah K. Chasanow on 2/27/2017. (sat, Chambers)

IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF MARYLAND
:
CHRISTOPHER A. TERAS, et al.
:
v.

:

Civil Action No. DKC 14-0244

:
JINHEE KIM WILDE, et al.
:
MEMORANDUM OPINION
Presently pending and ready for resolution in this breach
of settlement agreement case are a motion for partial summary
judgment filed by Plaintiffs Christopher A. Teras (“Mr. Teras”),
Christopher A. Teras, P.C. (“CATPC”), and Worldwide Personnel,
Inc. (“Worldwide”) (collectively, “Plaintiffs”) (ECF No. 72); a
motion for partial summary judgment filed by Defendants Jinhee
Kim Wilde (“Ms. Wilde”) and Wilde and Associates, LLC (“W&A”)
(collectively,
strike

“Defendants”)

documents

attached

Plaintiffs (ECF No. 75).

(ECF
to

No.

73);

Defendants’

and

a

motion

to

motion,

filed

by

The issues have been fully briefed,

and the court now rules, no hearing being deemed necessary.
Local Rule 105.6.

For the following reasons, both motions for

summary judgment will be granted in part and denied in part, and
Plaintiffs’ motion to strike will be denied.

I.

Background1
Mr. Teras and Ms. Wilde are both lawyers who specialize in

immigration law.

In 2004, they formed a partnership to practice

law, which they organized as Teras & Wilde, PLLC (“T&W”).
No. 73-4, at 5).
assisting

foreign

(ECF

A substantial part of T&W’s practice involved
individuals

going

through

the

immigration

process to become workers for Case Farms, a poultry processing
company operating in Morganton, North Carolina (“CFM”) and Ohio
(“CFO”).

(ECF Nos. 72-1, at 11; 73-4, at 5).

The process in

which foreign workers immigrated to the United States to fill
unskilled

labor

positions

through

the

EB3-Other

Workers

immigrant visa category was commonly referred to as “EW” visa
program work.
Although

(ECF Nos. 72-1, at 11; 72-3 ¶ 4).
T&W

was

assisting

Case

Farms

with

filling

positions, Case Farms did not pay T&W for these services.

its
(ECF

No. 72-3 ¶ 18).

Rather, T&W collected its fees from foreign

recruiters,

apparently

who

collected

the

fees

from

the

immigrants who sought to move to the United States for these
jobs.

(Id.).

T&W

worked

primarily

with

three

foreign

recruiters for the Case Farms positions: Edith Lai, David Chang,
and Gregory Evans.

(Id. ¶ 7).

Because the process of being

granted an EW visa can take years and there is no certainty that

1

Unless otherwise noted, the facts outlined here are
undisputed. Additional facts will be provided in the analysis.
2

a visa will be granted until the end of the process, T&W charged
its fees incrementally.

A client would usually pay a smaller

flat fee at each of two or three stages earlier in the process,
and then a much larger final payment upon the issuance of a
visa.

(Id. ¶ 18).
Mr. Teras has been doing EW work since at least 1989.

¶ 4).

In 1995, Mr. Teras incorporated Worldwide as a business

overseeing

both

the

legal

and

recruiting foreign workers.

non-legal

work

involved

(ECF No. 73-10, at 6).

is the sole owner and shareholder of Worldwide.
¶ 3).

(Id.

in

Mr. Teras

(ECF No. 72-3

Ms. Wilde did not learn of the existence of Worldwide

until after she joined T&W.

(ECF No. 73-4, at 4).

During their

partnership, Ms. Wilde and Mr. Teras had disagreements about
Worldwide’s role because Ms. Wilde believed that Worldwide was
simply a “pass-through company that didn’t do anything other
than what Teras & Wilde did.”

(Id. at 6-7).

In spite of these

disputes, all of T&W’s EW visa work for CFM and CFO recruits was
invoiced to Worldwide rather than any employer, recruiter, or
foreign worker.

(ECF Nos. 72-3 ¶ 17; 73-4 at 5).

In late 2008, Mr. Teras and Ms. Wilde sought to dissolve
their partnership.

(ECF No. 73-4).

On March 18, 2009, Ms.

Wilde filed a lawsuit against Mr. Teras concerning the fair
dissolution

of

the

partnership

(the

“Dissolution

Case”);

Mr.

Teras and Worldwide filed counterclaims against Ms. Wilde in
3

that

suit.

(ECF

investigating

her

No.

72-3

claims

in

¶
the

21).

In

Dissolution

the

process

Case,

Ms.

of

Wilde

began talking to employees at Case Farms about what relationship
Case Farms had with Mr. Teras and with Worldwide.
14, at 2; 73-4, at 8).
Farms

Director

apparently

(ECF Nos. 72-

After speaking with Ms. Wilde, Case

of

Corporate

Human

became

concerned

that

Resources
Mr.

Armando

Campos

was

telling

Teras

recruiters that Worldwide had a relationship with Case Farms
that Mr. Campos did not believe it had.

(ECF No. 72-11).

As of

February 2009, Case Farms began working exclusively with Ms.
Wilde and sent a letter to foreign recruiters stating that Case
Farms had never worked with Worldwide.
at 10).

(ECF Nos. 72-11; 73-4,

In the week before the parties agreed to settle their

dispute, Ms. Wilde spoke with Mike Popowycz, the Chief Financial
Officer at Case Farms.

(ECF No. 73-8, at 7, 20).

Mr. Popowycz

told Ms. Wilde on July 12, 2010, that he had no knowledge of a
relationship between Case Farms and Worldwide, and he confirmed
on July 14, that another Case Farms Human Resources Director,
Ken Wilson, had also never heard of Worldwide.
73-8, at 20).

(ECF Nos. 72-14;

When Ms. Wilde confronted Mr. Teras with the

information from Mr. Campos, Mr. Teras told her that these Case
Farms employees were mistaken.

(ECF No. 73-2 ¶ 13).

Despite the information from Case Farms, Ms. Wilde agreed
to a settlement (the “Settlement”) with Plaintiffs on July 20,
4

2010.

(ECF No. 72-15).

The Settlement identifies the CFO and

CFM recruits who T&W had been assisting, lays out a plan for how
the remaining work on these recruits’ cases would be done, and
specifies

how

the

payments

from

received and distributed.

(Id.).

hiring

to

“Selected

Counsel”

these

recruits

should

be

Worldwide is responsible for

do

“Additional

Work,”

which

is

defined as “all additional legal work concerning the immigrant
visa

issuance.”

(Id.

at

5,

7).

Although

the

Settlement

provides that Selected Counsel should be chosen from a list
created by the parties, it also states that “Teras and Wilde
each acknowledge that each [CFO or CFM] Recruit shall have the
unimpeded right to retain an independent attorney of his/her
choosing and at his/her own cost.”

(Id.).

After the remaining

work is completed, “[a]ll fees, payments, receivables and other
funds received by any Party . . . with respect to a recruit
identified” are to be delivered to Worldwide.

(Id. at 4, 6).

Worldwide

for

then

distributes

the

keeps

a

portion

remaining

funds

of

the

to

funds

Mr.

Teras

and

according to specific allocations in the Settlement.

itself
Ms.

and

Wilde

(Id.).

In 2013, W&A received payment from Ms. Lai for EW services
related

to

one

of

represented by T&W.

the

CFM

recruits

who

had

(ECF No. 72-21, at 2).

previously

been

On September 10,

2013, Defendants’ attorney sent a letter to Mr. Teras explaining
that Ms. Lai and the recruit had chosen to have Ms. Wilde do the
5

remaining legal work and had made a total payment in the amount
of $22,000 for the services received since beginning the process
(ECF No. 72-22, at 2).2

with T&W.
Mr.

Teras

and

Worldwide

should

By Defendants’ calculations,
have

received,

at

most,

a

combined $10,500 of that payment under the Settlement, and they
therefore enclosed a check for $11,000 to Mr. Teras. (Id.).
discussed

further

below,

Plaintiffs

believed

this

As

payment

breached the Settlement in a number of ways, and they filed this
action on January 27, 2014.
Plaintiffs’

(ECF No. 1).

complaint

contains

claims

for

declaratory

relief (Count I), breach of contract (Count II), interference
with

contractual

with

Economic

relationships

Relationships

(Count

(Count

III),

IV).

and
(Id.)

motion to dismiss was denied on February 26, 2015.
14; 15).

Interference
Defendants’
(ECF Nos. 6;

Defendants then filed an answer and two counterclaims,

alleging fraud (Count I) and breach of contract (Count II), and
seeking

declaratory

and

monetary

relief.

(ECF

No.

19).

Plaintiffs moved to dismiss Defendants’ counterclaims, but this
motion

was

also

denied.

(ECF

Nos.

24;

55;

56).

After

proceeding with discovery, Plaintiffs filed the pending motion
for partial summary judgment on May 13, 2016.
2

(ECF No. 72).

Defendants challenge the admissibility of the letter and
check because it was sent “for purposes of settlement only.”
(ECF No. 72-22, at 2). Defendants have not cited to any of the
rules of evidence or explained why they believe it is
inadmissible for the purposes used by Plaintiffs here.
6

Defendants responded and filed their motion for partial summary
judgment on May 31.

(ECF No. 73.).

Plaintiffs responded to

Defendants’ motion (ECF No. 74) and filed a motion to strike
certain
motion

documents
(ECF

No.

attached

75).

to

Defendants’

Defendants

replied

summary
to

the

judgment

motion

for

summary judgment (ECF No. 77) and responded to the motion to
strike

(ECF

strike.
II.

No.

76).

Plaintiffs

replied

to

the

motion

to

(ECF No. 78).

Plaintiffs’ Motion to Strike
Plaintiffs move to strike Defendants’ Exhibits 38 (ECF No.

73-23), 43 (ECF No. 73-28), and 48 (ECF No. 73-33).
75).

The

motion

to

strike

must

be

resolved

(ECF No.

first

because

Defendants rely on the evidence that Plaintiffs seek to strike
in

connection

with

their

motion

for

summary

judgment.

See

Stanley Martin Cos. v. Universal Forest Prods. Shoffner LLC, 396
F.Supp.2d 606, 611 (D.Md. 2005) (stating that prior to reviewing
a

motion

for

summary

judgment,

the

court

must

evaluate

the

admissibility of the evidence relied on to support or oppose the
motion).

In reaching the decision below, however, Defendants’

Exhibits 38 and 43 were not considered material.

Therefore,

Plaintiffs’ motion will be denied as moot with regard to these
exhibits.

See Wheeler v. Leonard, No. DKC-2008-0774, 2010 WL

1141199, at *5 n.2 (D.Md. Mar. 22, 2010); L.M.P. Serv., Inc. v.
Shell Oil Co., 116 F.Supp.2d 645, 648 (D.Md. 2000).
7

Defendants’ Exhibit 48 is a letter from the District of
Columbia Bar Counsel to former T&W recruiter Mr. Evans providing
the results of Bar Counsel’s investigation into Mr. Teras after
Mr.

Evans

filed

a

complaint.

(ECF

No.

73-33).

Although

Plaintiffs object because Defendants did not produce this letter
in

discovery,

it

appears

produced the document.

that

Plaintiffs

also

should

have

Defendants requested “All communications

between you and Bar Counsel . . . and all documents received by
you from Bar Counsel . . . concerning [Ms.] Wilde.”
76-1,

at

5-6).

Plaintiffs

argue

that

the

(ECF No.

document

did

not

“concern” Ms. Wilde, but it references her possession of certain
case files, her continued representation of former T&W clients,
and a proposed settlement between Ms. Wilde, Mr. Teras, and
Worldwide.

(ECF No. 73-33, at 2).

It thus appears that both

sides should have produced the document during discovery, and,
given that both Plaintiffs and Defendants seem to have possessed
the letter, neither side can claim to be prejudiced by its nondisclosure.

Furthermore, as discussed below, the exhibit is

insufficient

to

create

a

dispute

of

fact

that

Mr.

disclosed the Settlement, and therefore is harmless here.

Teras
See

Clark v. Creative Hairdressers, Inc., No. DKC-2005-0103, 2005 WL
3008511, at *7 (D.Md. Nov. 9, 2005) (denying a motion to strike
where the evidence would help rather than harm the party moving

8

to strike).

Accordingly, Plaintiffs’ motion to strike will be

denied.
III. Motions for Summary Judgment
A.

Standard of Review

A motion for summary judgment will be granted only if there
exists no genuine dispute as to any material fact and the moving
party

is

entitled

to

judgment

as

a

matter

of

law.

See

Fed.R.Civ.P. 56(a); Celotex Corp. v. Catrett, 477 U.S. 317, 322
(1986);

Anderson

v.

Liberty

Lobby,

Inc.,

477

U.S.

242,

250

(1986); Emmett v. Johnson, 532 F.3d 291, 297 (4th Cir. 2008).
Summary judgment is inappropriate if any material factual issue
“may reasonably be resolved in favor of either party.”
Lobby,

477

U.S.

at

250;

JKC

Holding

Co.

v.

Wash.

Liberty
Sports

Ventures, Inc., 264 F.3d 459, 465 (4th Cir. 2001).
The moving party bears the burden of showing that there is
no genuine dispute as to any material fact.

If the nonmoving

party fails to make a sufficient showing on an essential element
of his or her case as to which he or she would have the burden
of proof, however, then there is no genuine dispute of material
fact.

Celotex, 477 U.S. at 322–23.

Therefore, on those issues

on which the nonmoving party has the burden of proof, it is his
or her responsibility to confront the summary judgment motion
with an “affidavit or other evidentiary showing” demonstrating
that there is a genuine issue for trial.
9

See Ross v. Early, 899

F.Supp.2d 415, 420 (D.Md. 2012), aff’d, 746 F.3d 546 (4th Cir.
2014).

“A mere scintilla of proof . . . will not suffice to

prevent summary judgment.”
(4th Cir. 2003).
significantly

Peters v. Jenney, 327 F.3d 307, 314

“If the evidence is merely colorable, or is not

probative,

summary

judgment

may

be

Liberty Lobby, 477 U.S. at 249–50 (citations omitted).

granted.”
In other

words, a “party cannot create a genuine dispute of material fact
through mere speculation or compilation of inferences.”

Shin v.

Shalala, 166 F.Supp.2d 373, 375 (D.Md. 2001) (citation omitted);
see Bouchat v. Balt. Ravens Football Club, Inc., 346 F.3d 514,
522 (4th

Cir. 2003).

Indeed, this court has an affirmative

obligation to prevent factually unsupported claims and defenses
from going to trial.
(4th Cir. 1993).

See Drewitt v. Pratt, 999 F.2d 774, 778–79

At the same time, the court must construe the

facts that are presented in the light most favorable to the
party opposing the motion.

Scott v. Harris, 550 U.S. 372, 378

(2007); Emmett, 532 F.3d at 297.
“When

cross-motions

for

summary

judgment

are

before

a

court, the court examines each motion separately, employing the
familiar standard under Rule 56 of the Federal Rules of Civil
Procedure.”

Desmond v. PNGI Charles Town Gaming, LLC, 630 F.3d

351, 354 (4th Cir. 2011).

The court must deny both motions if it

finds there is a genuine dispute of material fact, “[b]ut if
there is no genuine issue and one or the other party is entitled
10

to prevail as a matter of law, the court will render judgment.”
10A Charles A. Wright, et al., Federal Practice & Procedure §
2720 (3d ed. 1998).
B.

Applicable Law

In diversity actions, the choice of law rules of the state
in

which

the

district

substantive law.

court

sits

determine

the

applicable

Padco Advisors, Inc. v. Omdahl, 179 F.Supp.2d

600 (D.Md. 2002) (citing Erie R. Co. v. Tompkins, 304 U.S. 64,
(1938)).

Maryland

courts

honor

choice

of

law

contracts.

Marine Midland Bank v. Kilbane, 573 F.Supp. 469, 471

(D.Md. 1983), aff’d, 739 F.2d 958 (4th Cir. 1984).

clauses

in

Under the

terms of the Settlement, the Settlement and “any issues arising
under, resulting from or relating to [it] shall be governed by
and construed in all respects in accordance with the laws of the
District of Columbia.”
District

of

Columbia

law

applies

complaint

Plaintiffs’

and

Counts

counterclaim.
contractual
economic

(ECF No. 72-15, at 15).
to
I

Counts
and

II

I
of

Therefore,
and

II

of

Defendants’

Because Plaintiffs’ claims for interference with

relationships

relationships

(Count

(Count

III)

IV)

do

and
not

interference
arise

under

with
the

Settlement, Maryland law applies to those claims.
C.

Plaintiffs’ Claims

Defendants move for summary judgment on all of Plaintiffs’
claims.

(ECF

No.

73,

at

1).
11

Plaintiffs

move

for

summary

judgment on their declaratory judgment claim, and for partial
summary judgment on their claims for breach of contract and
interference with economic relationships.

(ECF No. 72-1, at

10).
1.

Declaratory Relief

In

Count

I,

Plaintiffs

seek

a

declaration

that

the

Settlement requires Defendants to deliver all payments for the
named CFO and CFM recruits to Worldwide for redistribution of
the funds according to the allocated amounts in the Settlement.
(ECF

No.

1,

counterclaims,
“portions

of

at

13).

Defendants
the

As

part

also

Settlement

of

seek
[]

the
a

remedy

for

declaration

providing

for

their

that

payments

the
to

Worldwide are not enforceable and that Worldwide is not entitled
to any future payments under the Settlement.”
11).

(ECF No. 19, at

In their opposition to the motion for partial summary

judgment,

Defendants

now

argue

that

Plaintiffs’

declaratory

relief action is merely a reformulation of Count II, Plaintiffs’
breach of contract claim.

(ECF No. 73-1, at 44).3

Plaintiffs

counter that a court “may declare the rights and other legal
relations

of

any

interested

party

3

seeking

such

declaration,

Defendants also argue that CATPC should be dismissed from
the action because Plaintiffs have not alleged that CATPC has
been harmed in any way. (ECF No. 73-1, at 19). Because CATPC
is a party to the Settlement that will be interpreted in the
declaratory relief claim, and because the enforceability of the
Settlement is challenged by various other claims, CATPC remains
a necessary party.
12

whether or not further relief is or could be sought.”
74, at 51 (citing 28 U.S.C. § 2201(a)).

(ECF No.

They also point out

that many CFO and CFM recruits still have not obtained immigrant
visas, and the parties to this litigation and third parties
including Case Farms and the recruiters would benefit from the
guidance that declaratory judgment would provide.

(Id. at 52).

The United States Court of Appeals for the Fourth Circuit
has

explained

jurisdiction
criteria

over

are

controversy

that

met:

between

a

federal

declaratory
“(1)
the

court

may

judgment

the

complaint

parties

of

properly

actions

where

alleges

sufficient

exercise
three

an

actual

immediacy

and

reality to warrant issuance of a declaratory judgment; (2) the
court possesses an independent basis for the jurisdiction over
the parties (e.g., federal question or diversity jurisdiction);
and (3) the court does not abuse its discretion in its exercise
of jurisdiction.”

Volvo Constr. Equip. N. Am., Inc. v. CLM

Equip. Co., Inc., 386 F.3d 581, 592 (4th Cir. 2004) (citing 28
U.S.C. § 2201; Cont’l Cas. Co. v. Fuscardo, 35 F.3d 963, 965 (4th
Cir. 1994)).4

It is well established that a federal district

court has “some measure of discretion” in deciding whether or
not to entertain a declaratory judgment action.

4

Nautilus Ins.

“Federal standards guide the inquiry as to the propriety
of declaratory relief in federal courts, even when the case is
under the court’s diversity jurisdiction.” White v. Nat’l Union
Fire Ins. Co., 913 F.2d 165, 167 (4th Cir. 1990).
13

Co. v. Winchester Homes, Inc., 15 F.3d 371, 375 (4th Cir. 1994);
Aetna Cas. & Sur. Co. v. Quarles, 92 F.2d 321, 324 (4th Cir.
1937).

The Fourth Circuit has held that “a federal district

court should normally entertain a declaratory judgment action
within

its

jurisdiction

when

it

finds

that

the

declaratory

relief sought (i) will serve a useful purpose in clarifying and
settling the legal relations in issue, and (ii) will terminate
and

afford

relief

from

the

uncertainty,

controversy giving rise to the proceeding.”
at

375

(internal

quotations

and

insecurity,

and

Nautilus, 15 F.3d

citations

omitted).5

Accordingly, declaratory relief is appropriate here.
a.

Interpreting the Contract

District

of

Columbia

courts

apply

“an

objective

law

of

contracts, meaning that the written language embodying the terms
of an agreement will govern the rights and liabilities of the
parties regardless of the intent of the parties at the time they
entered

the

susceptible
District

of

contract,
of

a

clear

Columbia,

unless
and
70

the

written

definite
A.3d

213,

language

meaning.”
218–19

is

Aziken
(D.C.

not
v.

2013).

Generally, the courts will “determine what a reasonable person
5

Parts of Nautilus involving the appellate standards of
review were overruled by the Supreme Court in Wilton v. Seven
Falls Co., 515 U.S. 277 (1995).
“However, the factors
articulated which guide the district court’s exercise of
discretion in a declaratory judgment action remain applicable.”
Minn. Lawyers Mut. Ins. Co. v. Antonelli, Terry, Stout & Kraus,
LLP, 355 F.App’x 698, 699 n.1 (4th Cir. 2009).
14

in the position of the parties would have thought the disputed
language

meant.”

Travelers

Indem.

Co.

v.

United

Food

&

Commercial Workers Int’l Union, 770 A.2d 978, 986 (D.C. 2001).
“Where the contract language is not susceptible of a clear and
definite meaning — i.e., where the contract is determined by the
court to be ambiguous — external evidence may be admitted to
explain

the

surrounding

circumstances

and

the

positions

actions of the parties at the time of contracting.”
A.3d at 219.
correct

and

Aziken, 70

If the provisions at issue remain ambiguous, “the

interpretation

becomes

a

question

for

a

factfinder.”

Debnam v. Crane Co., 976 A.2d 193, 197-98 (D.C. 2009).

However,

“a contract is not ambiguous merely because the parties do not
agree over its meaning, and courts are enjoined not to create
ambiguity where none exists.”

Tillery v. D.C. Contract Appeals

Bd., 912 A.2d 1169, 1177 (D.C. 2006).
The

parties’

Settlement
Sections

centers

4.a.

and

dispute

as

around

a

5.a.,

to
few

the

the
key

interpretation
provisions.

Settlement

states,

of

First,
“All

the
in

fees,

payments, receivables and other funds received by any Party on
or after December 1, 2009, with respect to a recruit identified
on [attached spreadsheets naming CFO and CFM recruits at the
time

of

the

Settlement]

immediately upon receipt.”

shall

be

delivered

to

[Worldwide]

(ECF No. 72-15, at 4, 6).

The rest

of each Section lays out how the funds received by Worldwide
15

would be distributed among the parties.

(Id.).

Second, in

Sections 4.c. and 5.c., sections titled “Management of Further
Legal

Work,”

the

Settlement

provides

that

Worldwide

responsible for engaging and paying “Selected Counsel.”
5, 7).

will

be

(Id. at

Selected Counsel are attorneys engaged by Worldwide to

perform “Additional Work,” which is defined as “all additional
legal

work

concerning

the

immigrant

visa

issuance,

including

without limitation all correspondence with the U.S.”

(Id.).

Those sections also note that “Teras and Wilde each acknowledge
that each [CFO or CFM] Recruit shall have the unimpeded right to
retain

an

independent

his/her own cost.”

attorney

of

his/her

choosing

and

at

(Id.).

The term “Additional Work” is susceptible to two meanings.
“Additional Work” might mean any and all work yet to be done for
the identified recruits, or it might mean any work outside of
what

Worldwide

or

T&W

had

already

agreed

recruits when they began work on their cases.

to

do

for

these

A contract “must

be interpreted as a whole, giving a reasonable, lawful, and
effective meaning to all its terms, and ascertaining the meaning
in light of all the circumstances surrounding the parties at the
time the contract was made.”

Debnam, 976 A.2d at 197.

The rest

of the Settlement indicates that the former reading is correct.
The

Settlement

talks

extensively

about

the

parties

choosing

Selected Counsel to do Additional Work (ECF No. 72-15 §§ 4.c.,
16

5.c.), providing Selected Counsel with case files (id. § 12.d.),
and assisting Selected Counsel with appearing on behalf of the
recruits before withdrawing from representation (id.), but it
makes no arrangements at all as to whether Mr. Teras, Ms. Wilde,
or any entity other than Selected Counsel would complete any
remaining work that was already agreed to for the recruits.
Therefore, “Additional Work” must refer to all remaining work to
be done on the CFO and CFM cases.

Under this interpretation,

the Settlement dictates that Worldwide will (1) engage Selected
Counsel

to

complete

any

remaining

work,

(2)

pay

them

accordingly, (3) receive all outstanding fees, and (4) allocate
them according to the specific distribution provisions of the
Settlement.

The

recruits’

“unimpeded

right

to

retain

an

independent attorney . . . at his/her own cost” accounts for the
fact that some recruits might not want Worldwide selecting new
counsel for them when they had originally expected Mr. Teras,
Ms. Wilde, or T&W to do their legal work.
The parties next dispute whether Ms. Wilde or W&A have the
right

to

fill

that

“independent

attorney”

role

and

to

what

effect.

Defendants argue that Ms. Wilde “was free to compete

for

business

the

of

the

recruits,”

and

that

independently as counsel for these recruits.
35, 37).

she

was

hired

(ECF No. 73-1, at

They maintain they have a right to receive legal fees

from the recruiters on behalf of the CFO and CFM recruits for
17

work

done

exclusively

by

signed by the recruiters.

them

under

the

engagement

letters

(Id. at 36).

Plaintiffs concede that if the recruits or recruiters chose
independently to hire Defendants, they may have a right to an
additional amount of money that Worldwide would have willingly
paid any other Selected Counsel for such work.
14).

(ECF No. 74, at

Plaintiffs dispute whether Defendants can bill in a manner

that causes a conflict with the incremental payments that would
normally be due to Worldwide.

If, as Defendants argue, the

recruiters and recruits essentially fired Worldwide and hired
Defendants,

Ms.

Wilde

has

violated

Section

11.b.v.

of

the

Settlement, which provides that:
[n]either Wilde nor any agent or affiliate
of Wilde has agreed, negotiated or discussed
or will agree, negotiate or discuss any
arrangement with any recruiter, with any CFO
Recruit or with any CFM Recruit, that would
or could result in (A) any payment to
[Worldwide] of less than the amounts set
forth herein by or on behalf of any recruit,
(B) any payment being made to Wilde or any
agent or affiliate of Wilde that otherwise
would
be
payable
or
deliverable
to
[Worldwide] under this Agreement, or (C) any
CFO Recruit or any CFM Recruit dropping out
of the CFO Recruit program or CFM Recruit
program.
(ECF No. 72-15, at 12).

Another provision prohibits Ms. Wilde

from interfering “in any way [] with [Worldwide’s] efforts to
complete

work

on

all

pending

Recruit, and [other] matters.”

[Worldwide],
(Id. at 13).
18

CFO

Recruit,

CFM

Defendants contend that they can charge whatever legal fees
they see fit for the services they provide to these recruits.
“If recruits, recruiters, or anyone else owe Worldwide fees they
are refusing to pay,” Defendents argue that “it is up to Teras
to pursue collection of those fees” from those debtors.
No. 77, at 15).

(ECF

According to Plaintiffs, “[i]f Worldwide’s fees

were reduced because a third party legally took the business
that

would

expressly

be

one

agreed

situation;

that

she

Wilde,

would

however,

deliver

any

uniquely

and

payments

she

received (regardless of whether for ‘her fees’ or ‘Worldwide’s
fees’) to Worldwide.”
Defendants’

(ECF No. 74, at 16).

argument

clearly

obligations under the Settlement.

misreads

Ms.

Wilde’s

Unlike any other potential

“independent attorney,” Ms. Wilde is subject to the provisions
of

the

Settlement,

which

prohibit

amounts get paid to Worldwide.

her

from

decreasing

what

Thus, Defendants may not charge,

for example, a second visa issuance fee in amounts that parallel
Worldwide’s visa issuance fees and reasonably expect not to run
afoul of the provisions prohibiting her from infringing on the
amounts payable to Worldwide.

As Plaintiffs point out, “Wilde’s

contention that her receipt of fees for the exact same services
would not reduce or replace Worldwide’s fees . . . simply defies
common sense.”

(Id. at 15).

19

Defendants incorrectly argue that this interpretation of
the Settlement would impermissibly “prohibit those clients from
choosing

Wilde

Plaintiffs’

as

their

reading

of

lawyer.”

the

clients’ actions at all.

(ECF

Settlement

No.

does

not

77,

at

14).

restrict

the

It does not, as Defendants argue,

dictate that “they are not permitted to pay [the attorney of
their choosing] if they choose Wilde.”
contract

imposes

duties

on

Ms.

(Id.).

Wilde,

Rather, the

specifically,

the

unextraordinary duty to share with a former business partner
funds earned in a new practice that relate in some way to the
earlier

business

enterprise.

Thus,

the

Settlement

requires

that, where Defendants perform Additional Work, they may not
charge fees other those that Worldwide would pay to Selected
Counsel.

If

the

fees

Defendants

charge

lead

any

client

to

withhold from Worldwide any fees that were previously due to it,
Ms. Wilde has breached her obligations under the Settlement.
discussed

in

the

context

of

the

breach

of

contract

As

claim,

Defendants may not direct these clients to pay W&A, and if any
such payments are remitted to Defendants, they should deliver
them in full to Worldwide.
b.

Enforceability

Defendants next argue that the Settlement’s allocation of
fees is unenforceable because it constitutes the splitting of
legal

fees

in

violation

of

District
20

of

Columbia

Rule

of

Professional Conduct 5.4(a), which states that a “lawyer or law
firm shall not share legal fees with a nonlawyer.”
1, at 38).

(ECF No. 73-

Defendants maintain that Worldwide is not a lawyer

or law firm and therefore sharing the fees they receive with
Worldwide would violate the Rule.

(Id.).

Plaintiffs contend that Defendants’ reading of Rule 5.4(a)
is overly rigid, given that Mr. Teras is a lawyer and he is
Worldwide’s only employee.

(ECF No. 72-1, at 46).

Plaintiffs

argue that, even if the distributions laid out in the Settlement
would constitute improper fee-sharing, Defendants cannot use the
Rules

of

Professional

obligations.

Conduct

(Id. at 42).

to

avoid

their

contractual

They cite to Landise v. Mauro, 725

A.2d 445, 451 (D.C. 1998), in which the District of Columbia
Court of Appeals held that distributions due under a partnership
agreement were enforceable even though one partner was engaged
in the unauthorized practice of law.
partnership
practice,

agreement

the

court

in

some

found

ways

that

Although enforcing the

condoned

not

the

enforcing

unauthorized

the

agreement

“would be overly simplistic as it would bestow a windfall, at
the expense of another and without significant public benefit,
on

a

party

who

participated

unauthorized practice.”

in

and

benefitted

from

the

Id. at 451-52.

Defendants point out that in Landise, the court enforced a
contract (a partnership agreement) that did not itself violate
21

the

Rules.

Rather,

it

was

one

partner

trying

to

avoid

enforcement of the partnership agreement because the other had
independently
court

to

violated

enforce

the

Rules.

affirmatively

arguably would violate the Rules.
this

distinction,

Here,

they

argue

a

Plaintiffs

fee-sharing

ask

scheme

(ECF No. 73-1, at 40).

that

there

is

no

the
that

Given

District

of

Columbia case on point and suggest that a Maryland case, Son v.
Margolius, Mallios, Davis, Rider & Thomar, 349 Md. 441 (1998),
provides persuasive authority for the proposition that a feesplitting agreement with a non-lawyer is unenforceable.
No. 77, at 16).

(ECF

Defendants misread Son; there, the Court of

Appeals of Maryland relied heavily on Post v. Bregman, 349 Md.
142, 168 (1998), which held that “enforcement of [the Rules] is
not

limited

to

disciplinary

proceedings

[and]

may

extend

to

holding fee-sharing agreements in clear and flagrant violation
of [the Rules] unenforceable.”
461.
per

Id.; see also Son, 349 Md. at

The Court of Appeals emphasized that the Rules are “not a
se

defense,

rendering

invalid

or

unenforceable

otherwise

valid fee-sharing agreements because of rule violations that are
merely technical, incidental, or insubstantial or when it would
be

manifestly

agreement.”

unfair

and

inequitable

not

to

enforce

Post, 349 Md. at 168; Son, 349 Md. at 461.

the

Because

the Rules “are not designed to be a basis for civil liability[,]
the purpose of the Rules can be subverted when they are invoked
22

by

opposing

Maryland

parties

Attorneys’

as

procedural

Rules

of

weapons.”

Prof’l

Conduct,

Id.

(citing

Preamble

n.20).

The Court of Appeals held that courts should “look to all the
circumstances” when determining whether to enforce an agreement,
“including, among other things, the nature of the violation, how
it came about, the extent to which the parties acted in good
faith,

whether

importance,

and

the

violation

whether

the

has

client,

harmed by enforcing the agreement.”
Post, 349 Md. at 169-170).
approach.

some
in

particular

particular,

public

would

be

Son, 349 Md. at 461 (citing

The court in Landise took a similar

See Landise, 725 A.2d at 451-52 and nn.14-15.

Plaintiffs

argue

interest

that

would be served by rendering the Settlement unenforceable.

(ECF

No. 72-1, at 44).

that

there

is

no

public

This is not a case where an attorney is

violating the Rules at the expense of a client, but rather an
agreement

reached

by

sophisticated

parties

-

lawyers

with

further representation - and designed to end pending litigation.
(Id. at 45-46).
Rule

5.4

by

Defendants contend that if parties could avoid

simply

signing

a

contract

agreeing

to

the

fee-

sharing, the ethical prohibition would be vitiated (ECF No. 731, at 40), but this argument ignores the primary enforcement
mechanism for violations of the Rules, disciplinary proceedings
by Bar Counsel.

23

Defendants assert that the situation here is different from
Landise and other cases because declining to enforce the feesplitting

agreements

in

those

cases

unjust enrichment to the lawyer.

would

have

resulted

(ECF No. 73-1, at 41).

in

They

say Wordwide has not and will not provide any services to these
clients, and therefore it does not warrant any fees.
Plaintiffs

argue

that

Ms.

Wilde

would

be

unjustly

(Id.).
enriched,

allowing her to collect fees that would be paid to Worldwide
even though Worldwide gave notable consideration for these fees,
including releasing its counterclaims against her and agreeing
to

manage,

discharge,

liabilities.
emphasize

that

(ECF
the

No.

and

indemnify

72-15,

at

3,

allocation

of

Ms.

Wilde

9).

funds

for

T&W’s

Plaintiffs
laid

out

in

also
the

Settlement was based on the longstanding relationship between
Worldwide, Mr. Teras, Ms. Wilde, and T&W.
43).

(ECF No. 72-1, at

In their reply, Defendants seem to admit that some fees

should be shared with Worldwide “for work already done.”
No. 77, at 17).

(ECF

Thus, they appear to take issue with the split

of some specific fees received by W&A, not with fee-splitting
generally.
Declaring

the

Settlement’s

allocation

of

funding

to

Worldwide unenforceable would disrupt the intent of the parties
at the time the Settlement was signed and result in a windfall
for Ms. Wilde.

Preventing enforcement would affect only the
24

parties involved and serve no purpose to any clients or the
public.

Accordingly, Plaintiffs’ motion for summary judgment on

their claim for declaratory relief will be granted in accordance
with the interpretation of the contract described above.
2.

Plaintiffs’ Breach of Contract Claim

Plaintiffs seek summary judgment as to liability based on
three breaches of the Settlement.

Plaintiffs contend that Ms.

Wilde violated: (1) Section 5.a. by failing to deliver payments
for services on behalf of CFO and CFM recruits to Worldwide for
redistribution among the parties and by attempting to distribute
to

Mr.

Teras

and

Worldwide

amounts

differing

from

the

allocations outlined in the Settlement; (2) Section 11.b.v.(B)
by instructing recruiters to pay W&A directly rather than to
submit

payments

to

Worldwide;

and

(3)

Section

11.b.v.(A)

by

entering into arrangements that led to Worldwide being paid less
than the amounts set forth in the Settlement.

(ECF No. 72-1, at

51-53).
Section 5.a. of the Settlement requires that “All fees,
payments, receivables and other funds received by any Party on
or after December 1, 2009, with respect to a recruit . . . shall
be delivered to [Worldwide] immediately upon receipt.”
72-15, at 6).

(ECF No.

Section 11.b.v.(B) requires that “[n]either Wilde

nor any agent or affiliate of Wilde . . . will agree, negotiate
or discuss any arrangement with any recruiter . . . that would
25

or could result in . . .

(B) any payment being made to Wilde or

any agent or affiliate of Wilde that otherwise would be payable
or deliverable to [Worldwide] under this Agreement.”
12).

(Id. at

Plaintiffs have shown that Defendants breached Sections

5.a. and 11.b.v.(B) when Defendants received payment for work
done for one of the CFM recruits from Ms. Lai in 2013.
72-21, at 2).

(ECF No.

Defendants admit that they did not deliver all

funds from this payment to Worldwide.

Nor is there a dispute

that their invoice directed Ms. Lai to “make checks payable to
‘Wilde and Associates, LLC’” for a payment for work done for a
CFM recruit.
sections

of

(Id.).
the

Defendants’ actions thus breached these

Settlement,

and

Plaintiffs

are

entitled

to

summary judgment as to liability for these breaches.
Section 11.b.v.(A) requires that “[n]either Wilde nor any
agent or affiliate of Wilde . . . will agree, negotiate or
discuss any arrangement with any recruiter . . . that would or
could result in . . . any payment to [Worldwide] of less than
the amounts set forth [in the Settlement] by or on behalf of any
recruit.”

(ECF No. 72-15, at 12).

The amount for which W&A

invoiced Ms. Lai, $22,000, is less than the anticipated $27,000
total payment set forth in the Settlement for a CFM recruit (ECF
No. 7, at 5), but it is unclear whether this amount was intended
to supplant all the fees due to Worldwide.

26

Accordingly, both

motions

for

summary

judgment

will

be

denied

based

on

this

purported breach.
3.

Interference Claims

Both parties also seek summary judgment as to Plaintiffs’
claims for wrongful interference.

Because these claims do not

relate to the Settlement, Maryland law applies to them here.
noted

in

this

recognizes

the

contractual

or

court’s
tort

prior

action

business

memorandum
for

opinion,

wrongful

relationships

in

“Maryland

interference
two

As

general

with
forms:

inducing the breach of an existing contract and, more broadly,
maliciously

or

relationships.”

wrongfully

interfering

with

economic

Alexander & Alexander Inc. v. B. Dixon Evander

& Assocs., Inc., 336 Md. 635, 650 (1994).

Plaintiffs allege

both types of interference in this action.
a.
Count

Interference with Contractual Relationships
III

of

Plaintiffs’

complaint

interference with contractual relationships.
62).

is

a

claim

(ECF No. 1 ¶¶ 54-

To establish such a claim, a plaintiff must demonstrate:
(1) [t]he existence of a contract or a
legally
protected
interest
between
the
plaintiff and a third party; (2) the
defendant’s knowledge of the contract; (3)
the defendant’s intentional inducement of
the third party to breach or otherwise
render impossible the performance of the
contract; (4) without justification on the
part of the defendant; (5) the subsequent
breach by the third party; and (6) damages
to the plaintiff resulting therefrom.
27

for

Blondell v. Littlepage, 185 Md.App. 123, 153-54 (2009), aff’d,
413 Md. 96 (2010).
III

because

Defendants seek summary judgment as to Count

Plaintiffs

have

not

produced

any

evidence

of

a

contractual relationship with Case Farms or the recruiters with
which Ms. Wilde could have interfered.
Plaintiffs
motion.

do

not

dispute

this

in

(ECF No. 73-1, at 29).

their

opposition

to

the

Therefore, Defendants are entitled to summary judgment

on this claim.
4.

Interference with Economic Relationships

In

Count

IV

of

Plaintiffs’

complaint,

interference with economic relationships.

they

allege

(ECF No. 1 ¶¶ 63-70).

To establish such a claim, a plaintiff must demonstrate “(1)
intentional and willful acts; (2) calculated to cause damage to
the

plaintiffs

in

their

lawful

business;

(3)

done

with

the

unlawful purpose to cause such damage and loss, without right or
justifiable

cause

on

the

part

of

the

defendants

(which

constitutes malice); and (4) actual damage and loss resulting.”
Alexander & Alexander, 336 Md. at 652 (internal quotation marks
omitted).

In

clarified

what

Alexander
conduct

&

Alexander,

the

Court

may

constitute

wrongful

of

or

conduct:
[W]e have made clear in our cases that
acting
to
pursue
one’s
own
business
interests at the expense of others is not,
in itself, tortious.
28

Appeals

malicious

. . . .
. . .
[T]ortious intent alone, defined as
an intent to harm the plaintiff or to
benefit the defendant at the expense of the
plaintiff, [is] not sufficient to turn
deliberate interference into a tort, [] the
defendant must interfere through improper or
wrongful means.
Therefore,
wrongful
or
malicious
interference with economic relations is
interference
by
conduct
that
is
independently wrongful or unlawful, quite
apart from its effect on the plaintiff’s
business relationships. Wrongful or unlawful
acts include common law torts and violence
or
intimidation,
defamation,
injurious
falsehood or other fraud, violation of
criminal law, and the institution or threat
of
groundless
civil
suits
or
criminal
prosecutions in bad faith.
336 Md. at 653-57.
with

their

Plaintiffs assert that Ms. Wilde interfered

relationships

with

Case

Farms

and

with

foreign

recruiters, including Ms. Lai, Mr. Chang, and Mr. Evans.

(ECF

No. 1 ¶ 66).
a.
Interference with Plaintiffs’ Relationship with Case
Farms
Plaintiffs

assert

that

they

are

entitled

to

summary

judgment on this claim because Ms. Wilde intentionally sought to
take Case Farms’ business from Worldwide during and after the
dissolution of T&W.
Wilde’s

conduct

was

(ECF No. 72-1, at 54).
intended

to

harm

They argue that Ms.
Plaintiffs’

business

relationships and that her actions satisfy the third element’s

29

“wrongfulness” requirement because she breached her duties under
the Maryland Lawyers’ Rules of Professional Conduct.
55).

Specifically,

information

Plaintiffs

relating

to

the

contend

that

representation

Ms.
of

(Id. at

Wilde

used

Worldwide,

a

former client, to the disadvantage of that client, in violation
of

Rule

1.8.

usurpation

of

(Id.).
business

They
from

further

argue

Worldwide

duties as its former attorney and agent.

that

violated

Ms.

her

Wilde’s

fiduciary

(Id. at 56).

Defendants continue to dispute whether Worldwide had any
relationship with Case Farms with which to interfere.
73-1, at 29).

(ECF No.

Defendants argue that, even if it did, Plaintiffs

released these claims in the Settlement.

6

(Id. at 28).6

In the

Plaintiffs contend that Defendants may not rely on the
affirmative defense of release because they did not assert it in
their answer to Plaintiffs’ complaint.
(ECF No. 74, at 45).
Although
a
defendant
“generally
bears
the
burden
of
affirmatively pleading” the existence of affirmative defenses,
Eriline Co. S.A. v. Johnson, 440 F.3d 648, 653 (4th Cir. 2006),
“it is well established that an affirmative defense is not
waived absent unfair surprise or prejudice.”
Patten Grading &
Paving, Inc. v. Skanska USA Bldg., Inc., 380 F.3d 200, 205 n.3;
Brinkley v. Harbour Recreation Club, 180 F.3d 598, 612-13 (4th
Cir. 1999).
Given that Defendants made release arguments in
their motion to dismiss, Plaintiffs were aware of Defendants’
release defense prior to their answer.
Plaintiffs assert that
they are prejudiced by not being able to take discovery related
to this defense, but it is unclear what additional information
they could seek.
(ECF No. 74, at 45-46).
Plaintiffs raised
their own release defense to Defendants’ fraud claim based on
the same provision and have obtained testimony and documents
from Ms. Wilde, Case Farms officials, and the foreign recruiters
on the topic of interference before and after the signing of the
Settlement.
(Id. at 36, 38).
Plaintiffs also had ample
opportunity to present arguments about this defense, and did so,
30

Settlement,

Plaintiffs

released

“any

and

all

claims

.

.

.

resulting from, arising out of, taking place or relating to any
act or omission occurring prior to the Effective Date of this
Agreement.”

(ECF No. 72-15, at 3).7

In their motion to dismiss,

Defendants argued that Plaintiffs had released their claims for
interference because they matched the same allegations Mr. Teras
had

made

Plaintiffs’

in

the

claim

Dissolution
survived

Case.

Defendants’

(ECF

No.

motion

6,

at

because

alleged certain conduct occurring after the Settlement.
No. 14, at 22).

8).
they
(ECF

The evidence now shows that Case Farms chose to

work “solely” with Ms. Wilde as of February 1, 2009, and made
clear prior to the Settlement that it no longer would be working
with Mr. Teras or any other of Mr. Teras’s companies.
72-11, at 2).
showing

(ECF No.

Thus, Plaintiffs’ have not presented any evidence

“actual

damage

and

loss

resulting”

from

Ms.

Wilde’s

conduct after the Settlement.8

in their response. (Id. at 38). Therefore, Plaintiffs have not
been prejudiced by Defendants’ use of the release defense here.
7

Plaintiffs also contend that they released only Ms. Wilde
and not Wilde & Associates in the Settlement. (ECF No. 74, at
46-47). Wilde & Associates qualifies under the Settlement as an
“Affiliate” because it is a beneficiary, successor, or assign of
Ms. Wilde’s business with Case Farms and the recruiters here.
8

Plaintiffs make a passing argument that “if the Court
accepts Wilde’s claim that intentional torts cannot, as a matter
of law, be released, then the release would not bar liability
for Wilde’s intentional tortious interference.” (ECF No. 74, at
45).
This argument is based on Defendants’ response to
31

b.
Interference with Plaintiffs’ Relationships with
Foreign Recruiters
Plaintiffs next argue that they are entitled to summary
judgment on their interference with economic relationships claim
based on Defendants’ interference with Plaintiffs’ relationships
with foreign recruiters.
Ms.

Wilde

after

the

They point to several actions taken by
Settlement

that

allegedly

constitute

interference, including: (1) an email from Ms. Wilde to Mr.
Chang in which she threatens to revoke Case Farms’ business with
him if he continues to “deal with Teras in the future” (ECF No.
72-20,

at

2-3),

and

(2)

involvement

in

an

email

from

Mr.

Popowycz to recruiters stating, “If Mr. Teras and his company
[Worldwide]

continue

relationship

with

any

with
Case

their

[statements]

company,

we

will

about
be

their

forced

to

terminate relationships with anyone who continues to work with
or have dealings with Mr. Teras” (ECF No. 72-19, at 2).

Plaintiffs’ contention that Defendants released their fraud
claim in the Settlement, an issue not reached for reasons stated
below.
The cases cited by Defendants support the limited
proposition that a release induced by fraud does not release the
corresponding fraud claim.
See, e.g., Wells v. Allstate Ins.
Co., No. Civ.A. 00-0760-LFO, at *6 (D.Md. Jan. 24, 2006) (“It is
indeed important for parties to be able to rely on the explicit
language of an agreed-upon release.
An essential predicate to
reaching agreement, however, is the assumption that one party
has not willfully misled the other. Absent that predicate, the
agreement is not enforceable by the misleading party.”). To the
degree that Plaintiffs incorporate Defendants’ arguments on this
point, they are inapplicable.
32

Plaintiffs
resulting”

from

again

cannot

these

show

purported

“actual

damage

actions.

Both

and

loss

situations

involve Mr. Teras’s continued involvement with the Case Farms
recruits.
in

the

Ms. Wilde’s threat to stop working with Mr. Chang is

context

Farms] cases.”

of

“dealing

(Id.).

with

[Mr.

Chang]

on

these

[Case

Moreover, Plaintiffs have not produced

evidence of any business lost from these recruiters other than
the Case Farms business.

(See ECF No. 72-1, at 57).

Rather,

both Mr. Chang and Ms. Lai have specifically stated that they
would be willing to work with Mr. Teras on other projects.
Nos. 73-6, at 15, 29; 73-7, at 56-57).

(ECF

The record does not show

the existence of a genuine dispute of fact as to Defendants’
alleged

interference

recruiters.

with

Plaintiffs’

relationships

with

Accordingly, as to all of Count IV, Plaintiffs’

motion will be denied and judgment will be entered in favor of
Defendants.
D.

Defendants’ Counterclaims

Defendants’ counterclaims assert fraud (Count I) and breach
of contract (Count II) claims.
of

contract

breached

the

counterclaim,
Settlement

by

(ECF No. 19).

Defendants

allege

disclosing

the

In their breach
that

Plaintiffs

Settlement

and

by

voluntarily assisting Bar Counsel in a legal proceeding against
Ms.

Wilde.

Plaintiffs

seek

summary

judgment

in

full

as

to

Defendants’ fraud claim and as to the disclosure arguments under
33

their breach of contract claim.
summary

judgment

limiting

Plaintiffs also seek partial

Defendants’

to

nominal

damages

for

their breach of contract claims based on assistance of counsel.
Defendants

seek

summary

judgment

as

to

liability

on

both

counterclaims.
1.

Fraud

In the District of Columbia, the general three-year statute
of limitations applies to fraud claims.

Sandza v. Barclays Bank

PLLC, 151 F.Supp.3d 94, 110 (D.D.C. 2015) (applying D.C. Code §
12-301(8)).

For

statute

of

limitations

purposes,

a

usually accrues at the time the alleged injury occurs.

claim
Sandza,

151 F.Supp.3d at 111 (citing Diamond v. Davis, 680 A.2d 364, 389
(D.C.

1996)).

District

of

Columbia

courts

apply

the

more

forgiving “discovery rule” where “the relationship between the
fact of injury and the alleged tortious conduct is obscure when
the injury occurs.”

Id. (quoting Bussineau v. President & Dirs.

of Georgetown Coll., 518 A.2d 423, 425 (D.C. 1986)).

Under the

discovery rule, a claim accrues when a plaintiff has “actual or
inquiry notice of (1) the existence of the alleged injury, (2)
its cause in fact, and (3) some evidence of wrongdoing.”
(quoting

Drake

v.

McNair,

993

A.2d

607,

617

(D.C.

Id.

2010)).

Inquiry notice requires only that a plaintiff know enough to
give rise to a duty to inquire further.

Id. at 112.

Therefore,

even if a plaintiff does not know everything about her potential
34

claim,

the

limitations

period

will

begin

to

run

when

“a

potential plaintiff, in the exercise of reasonable diligence,
could learn enough to justify filing suit.”

Id.

“The critical

question in assessing the existence vel non of inquiry notice is
whether the plaintiff exercised reasonable diligence under the
circumstances

in

acting

or

failing

information was available to [her].”

to

act

on

whatever

Ray v. Queen, 747 A.2d

1137, 1141-42 (D.C. 2000).
In fraud cases, the statute of limitations usually will not
begin

to

run

“until

the

date

the

fraud

reasonably should have been discovered.”
617.

is

discovered,

or

Drake, 993 A.2d at

If the defrauding party affirmatively acts to conceal the

existence

of

a

claim

or

the

facts

limitations period will be tolled.

underlying

a

claim,

the

Id.; William J. Davis, Inc.

v. Young, 412 A2d 1187, 1192 (D.C. 1980) (“[A]ffirmative efforts
to divert or prevent discovery of the original fraud give a
continuing character to the original act which deprives it of
statute of limitations protection until discovery.”).

On the

other hand, if a party has suspicions of wrongdoing, she has an
“obligation to move promptly and with reasonable diligence to
inquire further into the matter,” Drake, 993 A.2d at 619 (citing
In re Estate of Delaney, 819 A.2d 968, 982 (D.C. 2003)), and it
is not reasonable to rely on the representation “if the party
had

an

adequate

opportunity
35

to

conduct

an

independent

investigation and the party making the representation did not
have exclusive access to such information,” id. at 621 (citing
In re Estate of McKenney, 953 A.2d 336, 343 (D.C. 2008).

In

evaluating the reasonableness of a plaintiff’s diligence, courts
also consider the relationship between the plaintiff and the
defendant; “in a close, confidential relationship, the degree of
reasonable

reliance

is

likely

to

be

much

greater

-

and

the

reasonable diligence . . . much less – than would exist where
the parties had been in an adversary relationship.”
(citing Diamond, 680 A.2d at 376, 378).

Id. at 620

Whether a party acted

reasonably under the circumstances is thus a “highly factual
analysis,

which

takes

into

account

the

conduct

and

misrepresentations of the defendant . . . and the reasonableness
of

the

plaintiff’s

misrepresentations.”

reliance

on

the

defendant’s

conduct

and

Id. at 617.

Defendants allege that Mr. Teras fraudulently induced Ms.
Wilde

to

agree

to

the

Settlement

by

misrepresenting

relationship between Worldwide and Case Farms.
at 20).

the

(ECF No. 73-1,

Their evidence of this fraud consists primarily of

statements from Case Farms officials, specifically Mr. Popowycz
and Joseph Carney, the assistant secretary and outside general
counsel for Case Farms.

(Id. at 8).

At his deposition, Mr.

Popowycz testified that Worldwide had not represented Case Farms
or overseen its process for recruiting foreign workers.
36

(EF No.

73-8, at 23, 31).

Mr. Carney testified that he was tasked with

resolving the question of whether or not Worldwide ever had a
contract with Case Farms (ECF No. 73-9, at 7), and he conducted
an investigation into the relationship between the two companies
(id. at 9).

After investigating the matter and talking with

various Case Farms personnel, Mr. Carney concluded that Case
Farms had never worked with Worldwide, and he wrote a letter
explaining as much to Mr. Teras in March 2013.
Mr. Teras never responded to that letter.
23).

(ECF No. 73-29).

(ECF No. 73-9, at

Defendants assert that, for purposes of the statute of

limitations, they did not discover the fraud, until Mr. Carney
concluded his investigation of the matter in March 2013.

(Id.

at 25).
Defendants’ position that Ms. Wilde had not discovered the
alleged fraud until 2013 is belied by the evidence.

Ms. Wilde

testified that she was suspicious of Worldwide even before the
dissolution of T&W in 2008.

(ECF No. 73-4, at 6-7).

In March

2009, Case Farms’ Director of Corporate Human Resources sent a
letter

to

recruiters

stating,

“we

have

never

worked

with

Worldwide Personnel or any other company that Mr. Teras may
have.
PLLC.”

We have only worked with the law firm of Teras & Wilde,
(ECF No. 72-11, at 2).

Ms. Wilde admits she was aware

of this letter; in fact, she forwarded it directly to Ms. Lai on
March 18, 2009.

(ECF No. 72-12).
37

In November 2009, Mr. Evans

testified

at

a

deposition

for

the

Dissolution

Case

believed Worldwide was “formed as a tax shelter.”
5, at 5, 7).

that

he

(ECF No. 73-

In July 2010, Mr. Popowycz told Ms. Wilde that he

personally had no knowledge of Worldwide and that a previous
Case

Farms

Human

Resources

director,

Ken

Wilson,

neither heard of nor made a contract with Worldwide.

had

also

(ECF Nos.

72-7, at 7; 72-14, at 2).
It

is

unclear

why

Defendants

contend

that

the

prior

statements made both in response to Ms. Wilde’s inquiries and
sent along to the third-party recruiter were inconclusive, but
Mr. Carney’s determination was sufficient.
Teras

disputed

the

earlier

They argue that Mr.

statements,

but

similarly to refute Mr. Carney’s findings now.

he

continues

Ms. Wilde also

stated in an email to Mr. Chang on July 26, 2012, that, “I even
settled the lawsuit with him . . . only to learn . . . that
TERAS committed fraud because WWP was NEVER hired by Case Farm.”
(ECF No. 72-20, at 2).

This email shows that she believed Mr.

Teras had committed fraud well before Mr. Carney’s letter.
Moreover,

the

discovery

rule

in

this

require conclusive proof of wrongdoing.

context

does

not

See Bradley v. Nat’l

Ass’n of Secs. Dealers Dispute Resolution, Inc., 433 F.3d 846,
849 (D.C. Cir. 2005) (“A plaintiff is on such ‘inquiry notice’
of wrongdoing when the plaintiff has reason to suspect that the
defendant

did

some

wrong,

even
38

if

the

full

extent

of

the

wrongdoing is not yet known.”); Morton v. Nat’l Med. Enters.,
Inc., 725 A.2d 462, 469 (D.C. 1999) (noting that District of
Columbia

courts

discovery

rule

had
means

specifically
that

a

claim

rejected

the

does

accrue

not

notion

the

“until

a

claimant has had a reasonable opportunity to discover all of the
essential

elements

of

a

possible

cause

of

action”).

Just

because Ms. Wilde continued investigating does not mean she was
not aware of the injury, cause, and wrongdoing so as to trigger
discovery.
The duty to investigate requires diligence and a corollary
duty to act reasonably to protect her own interests.

A party

cannot simply “initiate an investigation,” but simultaneously
continue

“clos[ing]

his

eyes

and

blindly

rely[ing]

upon

the

assurances of another [party] absent some fiduciary relationship
or emergency.”

Hercules & Co. v. Shama Restaurant Group, 613,

A.2d 916, 934 (D.C. 1992).

If the investigation yields results

that would cause her to question the veracity of Mr. Teras’s
representations – and the evidence available to Ms. Wilde in
2010 here did – she had a duty to investigate fully at that time
and should not have agreed to the Settlement.

See Drake, 993

A.2d at 625 (“If [the plaintiff] had any suspicions . . . she
should not have signed the Settlement Agreement in the first
place; rather, she should have taken affirmative steps at that
time to investigate any possible fraud.”).
39

Defendants’ fraud

claims

thus

accrued

on

or

before

July

14,

2010,

and

her

counterclaim for fraud in this case is untimely.9

Plaintiffs’

motion

Defendants’

for

summary

judgment

will

be

granted

and

motion will be denied.
For similar reasons, Defendants cannot successfully assert
fraud as a defense to Plaintiffs’ breach of contract claim.
Although

the

statute

of

limitations

does

not

apply

to

affirmative defenses, Plaintiffs contend that they are entitled
to

summary

judgment

because

any

reliance

on

Mr.

purportedly fraudulent statements was unreasonable.

Teras’s
(ECF No.

72-1, at 33-36).10

9

Defendants also claim that there was no injury prior to
2013 when Worldwide and Mr. Teras demanded that the Settlement
be enforced as to the payment Defendants received from Ms. Lai.
(ECF No. 73-1, at 25).
Plaintiffs argue that damages accrued
much earlier because Ms. Wilde has claimed that she “acquiesced
to hundreds of thousands of dollars of additional payments going
to Teras, under the auspices of Worldwide [and] would not have
agreed to those additional payments had she known Teras’s
representations about Worldwide were false.”
(ECF No. 19, at
10).
These monetary losses constituted harms that would have
been readily apparent to Ms. Wilde. Alternatively, Ms. Wilde’s
release of her claims against Mr. Teras in the Dissolution Case
by way of the Settlement would also constitute harm as of the
signing of that agreement. In the Settlement, Ms. Wilde agreed
to end her suit against Plaintiffs; if she was fraudulently
induced to settle, accepting that agreement would clearly
constitute harm.
10

Even if Defendants’ counterclaim for fraud is barred by
the statute of limitations, they may assert it as an affirmative
defense to Plaintiffs’ breach of contract claim.
Although
Defendants did not plead fraud as an affirmative defense in the
answer portion of their Answer and Counterclaim, Defendants now
argue that they should prevail on Plaintiffs breach of contract
40

“The

essential

elements

of

fraud

are:

(1)

a

false

representation, (2) concerning a material fact, (3) made with
knowledge of its falsity, (4) with the intent to deceive, and
(5) upon which reliance is placed.”
875,

876

repeatedly

(D.C.

1984).

“imposed

a

District
‘very

high

Higgs v. Higgs, 472 A.2d
of

Columbia

standard’

on

courts

have

sophisticated

business entities claiming fraudulent inducement in arms-length
transactions.”

Washington Inv. Partners of Deleware, LLC. v.

Securities House, K.S.C.C., 28 A.3d 566, 575-76 (D.C. 2011); see
also id. at 575 n.8. (identifying a party who, inter alia, holds

claim because Plaintiffs fraudulently induced Ms. Wilde to agree
to the Settlement. (ECF No. 73-1, at 34). Fed.R.Civ.P. 8(c)(2)
states, “If a party mistakenly designates a defense as a
counterclaim[,] the court must, if justice requires, treat the
pleading as though it were correctly designated.”
See also
Re/Max v. Underwood, No. WDQ-10-2367, 2011 WL 2118911, at *4
(D.Md. May 25, 2011). “This flexibility in the rules ‘reflects
the conscious attempt . . . to ignore pleading technicalities’
and ‘promotes the liberality with which courts generally
construe pleadings under the federal rules.’”
Fluxo-Cane
Overseas, Ltd. V. E.D. & F. Man Sugar, Inc., No. WDQ-08-0356,
2010 WL 4285005, at *2 n.3 (D.Md. Oct. 29, 2010) (quoting 5
Charles Alan Wright & Arthur R. Miller, Federal Practice and
Procedure § 1275 (3d ed. 2004)). These considerations have led
at least one other court to consider a defendant’s counterclaim
for fraudulent misrepresentation sufficient to assert fraud as
both a counterclaim and an affirmative defense in spite of the
requirement in Rule 8(c)(1) that affirmative defenses be
included in the answer.
Dubied Machinery Co. v. Vt. Knitting
Co., 739 F.Supp. 867, 871 (S.D.N.Y. 1990) (“Where a plaintiff
has been made aware of the defendant’s theory of the case, as
plaintiff was here, it would be counter to the language and
spirit of Rule 8(c) to fail to recognize an affirmative defense
simply because it was labeled solely as a counterclaim.”). The
merits of Defendants’ fraud allegations as a defense to
Plaintiffs’ breach of contract claim are therefore considered.
41

a law degree as a sophisticated party).

Such a party “must

establish by clear and convincing evidence that . . . [its]
reliance

on

the

reasonable.”

alleged

material

misrepresentations

was

Id. at 576; see also Railan v. Katyal, 766 A.2d

998, 1009 (D.C. 2001) (citing Hercules & Co., 613 A.2d at 923);
cf. Wells v. Liddy, 186 F.3d 505, 520 (4th Cir. 1999) (“When [a]
party must produce clear and convincing evidence to support its
claim, that higher evidentiary burden is considered as part of
the summary judgment calculus.”).
Defendants argue that Ms. Wilde’s reliance was reasonable
because her investigation was “inconclusive” at the time of the
Settlement.

(ECF

No.

Plaintiffs’

position

77,

would

at

10).

have

They

required

maintain
Ms.

Wilde

that
to

“investigate[ until she could] prove the falsity of a fact which
Teras

insists

is

true.”

(Id.).

Defendants

conflate

the

reasonableness of Ms. Wilde’s beliefs with the reasonableness of
her affirmative reliance.

The question in a reasonable reliance

inquiry is not whether Ms. Wilde was able to obtain conclusive
proof that Mr. Teras had made a misrepresentation at the time,
but, rather, whether a reasonable person would have taken Mr.
Teras’s statements at face value and chosen to move forward with
the

Settlement

in

reliance

on

those

statements,

evidence she had already received from Case Farms.

42

given

the

In a similar situation, the District of Columbia Court of
Appeals found that statements like Mr. Teras’s are “not the type
on which she was entitled to place dispositive reliance” because
Ms. Wilde had “an adequate opportunity to conduct an independent
investigation”

into

the

matter

and

Mr.

exclusive access to such information.”
Bank, 432 A.2d 701, 707 (D.C. 1981).

Teras

“did

not

have

Howard v. Riggs Nat’l
Although Defendants cite

the good faith requirement in McKenney, they ignore that, in
that case, unlike here, the defrauding party had “prevent[ed
the] plaintiff from making a reasonable inquiry.”

McKenney, 953

A.2d at 343 (citing FS Photo, Inc. v. PictureVision, Inc., 61
F.Supp.2d

473,

483

(E.D.Va.

1999)).11

There,

the

court

emphasized that the fraud plaintiff’s reliance was reasonable
where the defrauding party “pressed McKenney vigorously for an

11

Defendants cite McKenney for the proposition that a
party’s “fault in not knowing or discovering the facts before
making the contract does not make his reliance [upon a
misrepresentation] unjustified unless it amounts to a failure to
act in good faith and in accordance with reasonable standards of
fair dealing.” McKenney, 953 A.2d at 343. This language comes
directly from the Restatement (Second) of Contracts § 172, and
the illustrations and cases cited by the Restatement make clear
that the limitations on investigation are for fraud plaintiffs
without any knowledge or reason to suspect the falsity of the
alleged misrepresentation.
The Restatement also notes that
“[i]n determining whether the recipient of a misrepresentation
has conformed to the standard of good faith and fair dealing,
account is taken of his peculiar qualities and characteristics,
including his credulity and gullibility, and the circumstances
of the particular case,” and that a party “is expected to use
his senses and not rely blindly on the maker’s assertion.”
Restatement (Second) of Contracts § 172, cmt. b.
43

immediate decision in the face of the impending demolition [of
the house on the property in question].”

Id. at 343.

Ms. Wilde

has not argued that there were any time constraints requiring
her either to accept or reject the Settlement terms on July 20,
2010, or any other date.

Here, where all of the Case Farms

officials she had talked to up to that point had told her they
had not heard of Worldwide – including Mr. Popowycz just days
earlier - a reasonable person would not have trusted Mr. Teras
and would have delayed the Settlement to investigate further.
“The presence of a fraudulent misrepresentation does not excuse
the

injured

interests.”
therefore

party

from

acting

reasonably

Drake, 993 A.2d at 620.

also

fails

as

it

relates

to

protect

her

Defendants’ fraud defense
to

Plaintffs’

breach

of

contract claims.
2.

Defendants’ Breach of Contract Counterclaim

Defendants

also

claim

that

Mr.

Teras

breached

the

Settlement by disclosing it to the District of Columbia Office
of Bar Counsel (“Bar Counsel”) and assisting with Bar Counsel’s
investigation of Ms. Wilde.

(ECF No. 19, at 11).

Defendants

seek summary judgment as to liability and declaratory relief on
this

claim.

(ECF

No.

73,

at

1).

Plaintiffs

seek

summary

judgment on Defendants’ disclosure arguments and partial summary
judgment limiting the claim to nominal damages as it relates to
assisting Bar Counsel.

(ECF No. 72-1, at 10).
44

The confidentiality provision of the Settlement requires
that

each

shall

not

individual,

party

“shall

disclose

keep

any

association,

other entity.”

this

terms

Agreement

of

this

corporation,

confidential

Agreement

government

(ECF No. 72-15, at 14).

to

agency,

and
any
or

Defendants argue that

Mr. Teras disclosed the terms of the Settlement to Bar Counsel
based on a 2012 letter from Bar Counsel to Mr. Evans regarding
an investigation into Mr. Teras based on a complaint by Mr.
Evans.

(ECF No. 73-33).

In the letter, Bar Counsel makes

several findings related to “the proposed settlement agreement”
between Mr. Teras and Ms. Wilde and the effect of that agreement
on former T&W clients.

(Id. at 2).

Defendants argue that Mr.

Teras must have disclosed the Settlement in order to defend
himself against the complaint, or that he must have disclosed it
to a third party who shared it with Bar Counsel, since Ms. Wilde
has not disclosed it herself.

(ECF No. 73-1, at 45).

Mr. Teras has stated in an affidavit that he has “never
disclosed the Settlement Agreement to D.C. Office of Bar Counsel
or any other person.”
references

in

Bar

(ECF No. 72-3 ¶ 35).

Counsel’s

letter

are

to

Moreover, the
“the

proposed

settlement agreement,” as opposed to any completed settlement.
Plaintiffs argue that the proposed agreement referenced is the
one that Mr. Evans attached to his Bar Counsel complaint, which
is

dated

June

30,

2009,

well
45

before

the

signing

of

the

Settlement.

(ECF No. 74-4, at 29-34).

Defendants attempt to

overcome this evidence by pointing out that Mr. Evans produced
two

different

proposed

settlements

with

his

Bar

Counsel

complaint, but Bar Counsel only referenced one of them.
No. 77, at 19).

(ECF

This argument – that, where there are two

attachments and Bar Counsel does not reference both, it must be
referencing

a

third

–

is

nonsensical.

Defendants’

counter-

intuitive inference is insufficient to create a genuine dispute
of fact, and Plaintiffs are entitled to summary judgment as to
Defendants’ disclosure claim.
Defendants

also

allege

that

Mr.

Teras

breached

the

Settlement by assisting Bar Counsel in its investigation of Ms.
Wilde.

The

parties

agreed

in

the

Settlement

not

to

“affirmatively voluntarily encourage, cooperate with, or assist
in any way in the prosecution of any case (civil or criminal) or
proceeding against any other Party, including without limitation
any pending Bar complaints.”

(ECF No. 72-15, at 14).

The

Settlement creates an exception to this rule for, inter alia,
“responding

to

lawful

requests

from

any

government

official

including, without limitation, Bar counsel” or for “complying
with the rules of professional conduct applicable to lawyers in
any

jurisdiction

(Id.).

where

such

Party

is

licensed

to

practice.”

Defendants have produced numerous emails between Mr.

Teras and Bar Counsel showing that he assisted in Bar Counsel’s
46

investigation and prosecution of Ms. Wilde.
73-14;

73-15;

73-16;

73-17;

73-18;

73-19;

(ECF Nos. 73-13;
73-20).

At

his

deposition, Mr. Teras also admitted that he cooperated with Bar
Counsel

attorney

Julia

Porter

emails with her over the years.
Plaintiffs

have

not

and

exchanged

“several

dozen”

(ECF No. 73-10, at 41, 45).12

produced

any

evidence

disputing

fact that Mr. Teras cooperated with Bar Counsel.

the

Rather, they

contend that Mr. Teras’s cooperation was required by the rules
of professional conduct and that he was “responding to lawful
requests from . . . Bar counsel or its agents.”
25).

(ECF No. 74, at

Plaintiffs cite to Rule 8.1, which prohibits a lawyer from

“knowingly failing to respond reasonably to a lawful demand for
information from a . . . disciplinary authority.”

The emails

between Mr. Teras and Ms. Porter, however, quite clearly do not
constitute “demands” for the information he provided.

(ECF No.

77).

12

Although Defendants argue that Mr. Teras assisted “both
Maryland and D.C. Bar Counsel in their proceedings against
Wilde” (ECF No. 73-1, at 46), all of the evidence they refer to
in their motion papers relates to Mr. Teras’s cooperation with
D.C. Bar Counsel (see ECF Nos. 73-13; 73-14; 73-15; 73-16; 7317; 73-18; 73-19; 73-20).
In the cited portions of his
deposition, Mr. Teras states only that he received a subpoena to
testify at Ms. Wilde’s trial in front of the Maryland Attorney
Grievance Commission and did so in March 2011.
(ECF No. 73-10
at 44).
Defendants therefore have not shown they are entitled
to summary judgment as to liability for claims of assistance to
Maryland Bar Counsel.
47

It is less clear that Mr. Teras was not “responding to
lawful requests.”

Defendants maintain that responding to Bar

Counsel subpoenas is the type of cooperation that the Settlement
allows, (ECF No. 73-1, at 47), but, as Plaintiffs rightly point
out, if response to a subpoena was the only thing covered by the
“responding

to

lawful

requests”

provision,

it

would

be

duplicative of an earlier provision making an exception to the
cooperation clause for “taking any actions required by law, such
as responding to any court or administrative subpoenas or other
process,” (see ECF No. 72-15, at 14).

Conversely, Defendants

argue that if reviewing draft documents for typos and analyzing
Ms. Wilde’s legal arguments qualifies as responding to a lawful
request, then it is difficult to imagine a scenario in which a
party

has

cooperated

or

assisted

with

a

Bar

Counsel

investigation without doing so in response to a lawful request.
(ECF No. 77).

Wherever the exact line between responding to

lawful requests and voluntarily encouraging and assisting in a
prosecution lies, Mr. Teras crossed it here.

In his December

17, 2010 email, Mr. Teras tells Ms. Porter, “[I]f you want me to
review [a draft of the charges] prior to filing for factual
accuracy, I will be glad to do so.”

(ECF No. 73-20, at 1).

On

January 16, 2012, Mr. Teras provided considerable feedback on
one of Ms. Wilde’s briefs in the proceeding in response to an
email from Ms. Porter where the only potential “lawful request”
48

was Ms. Porter stating, “Let me know if you have any questions
or comments.”
provided

(ECF No. 73-13, at 2).

edits

to

a

draft

from

Ms.

In July 2015, Mr. Teras
Porter

in

two

separate

emails, in response to her saying, “Let me know if you have any
questions.”

(ECF

No.

73-16,

at

1-2).

Plaintiffs

point

to

nothing in the record that contradicts what appears on its face
to be voluntary assistance.

Given the evidence presented, there

is no factual dispute that Mr. Teras voluntarily did more than
what Ms. Porter requested in her emails.

Defendants’ motion

will therefore be granted as to the Mr. Teras’s liability for
breaching these provisions.
Plaintiffs next argue that Defendants are entitled only to
nominal

damages

for

these

breaches

because

the

disciplinary

proceedings with which Mr. Teras assisted were under way prior
to the Settlement going into effect.
her

deposition,

Ms.

Wilde

(ECF No. 72-1, at 39).

acknowledged

that

Bar

In

Counsel

generally could have obtained any substantive information Mr.
Teras gave them through formal subpoenas.
25).

(ECF No. 73-4, at 24-

Thus, Plaintiffs argue, Defendants have not provided any

evidence showing that Mr. Teras’s cooperation caused any harm to
Ms.

Wilde

that

would

not

have

occurred

on

Counsel’s investigation absent his assistance.
at 40).

49

account

of

Bar

(ECF No. 72-1,

Defendants

argue

“unnecessarily

only

prolonged

that

Mr.

proceedings”

Teras’s

against

have not provided any evidence to support this.
at 47; 77, at 20).13

assistance

Ms.

Wilde,

but

(ECF Nos. 73-1,

The only specific allegation Defendants

make is that Mr. Teras accompanied a witness to court in Korea,
which

led

respond.

to

additional

(Id.).

material

to

which

Ms.

Wilde

had

to

Defendants seem to insinuate that Bar Counsel

might not have obtained that witness’s testimony without Mr.
Teras’s

assistance,

“accompanying”
difference.
Plaintiffs’

a

but

they

fail

to

to

court

led

witness

Because
motion

Defendants

will

cannot

therefore

be

explain
to
show

how

merely

this

purported

actual

damages,

granted

as

to

nominal

damages on this counterclaim.
IV.

Conclusion
For the foregoing reasons, the motion for partial summary

judgment filed by Plaintiffs will be granted in part and denied
in

part;

Defendants

the

motion

will

be

for

granted

partial
in

summary

part

13

and

judgment

denied

in

filed
part;

by
and

Although Plaintiffs noted in their response that
Defendants had not cited any evidence that supports the
contention that Mr. Teras’s actions prolonged the proceedings
(ECF No. 74, at 28), in Defendants’ reply, they again failed to
cite to the record, instead simply stating that “Wilde has
provided evidence that Teras’s effort prolonged proceedings”
(ECF No. 77, at 20).
50

Plaintiffs’

motion

to

strike

exhibits

will

be

denied.

separate order will follow.

/s/
DEBORAH K. CHASANOW
United States District Judge

51

A