Town of Haverhill's Motion for Summary Judgment on DTC Counterclaims

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THE STATE OF NEW HAMPSHIRE
GRAFTON, SS. SUPERIOR COURT
TOWN OF HAVERHILL
v.
DONAHUE, TUCKER & CIANDELLA, PLLC
Docket No. 215-2023-CV-00241
________________________________________________________________
COUNTERCLAIM DEFENDANT TOWN OF HAVERHILL’S
MOTION FOR SUMMARY JUDGMENT
WITH INTEGRATED MEMORANDUM OF LAW
RE: UNJUST ENRICHMENT
_________________________________________________________________
NOW COMES, the Counterclaim-Defendant, Town of Haverhill, through its attorney
of record, pursuant to Superior Court Rule 12(g) and hereby files its Motion for Summary
Judgment with Integrated Memorandum of Law on Counts 2 & 3 for Unjust Enrichment,1
as
follows:
Introduction
1. The Book of Mathew decrees that “no one can serve two masters, for either he
will hate the one and love the other, or he will be devoted to the one and despise the other.”
Book of Mathew 6:24 (King James ed.). This edict has long been applied to lawyers and is at
the root of Rule 1.7 of the Rules of Professional Conduct: the concurrent conflict rule.
2. Conflict rules exist to protect clients, not lawyers. The burden remains on the
lawyer to ensure that the Rules of Professional Conduct are followed. The lawyer must first
demonstrate that the conflict is even waivable independent of actual client consent, as New
1
This Motion for Summary Judgment with Integrated Memorandum of Law is identical to Haverhill’s
Motion for Summary Judgment re Declaratory Judgment filed contemporaneously except Paragraphs 6 & 7,
are different, and beginning on Paragraph 47 (page 19) to the end of this Motion/Memo of Law, is different.
Filed
File Date: 3/18/2024 9:05 PM
Grafton Superior Court
E-Filed Document

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Hampshire has adopted the following standard: “when a disinterested lawyer would conclude
that the client should not agree to the representation” the conflict is nonconsentable. Boyle’s
Case, 136 N.H. 21, 24 (1992). If a lawyer’s conflict is nonconsentable, then a lawyer cannot
represent the client, whether the client would or did in fact provide his or her waiver. On the
other hand, if the conflict is consentable, and can be properly waived, there are additional factors
to consider. These factors include whether “full disclosure” of the conflict was made; whether
a reasonable opportunity was provided to the client to consider the conflict, and whether client
authorization was “confirmed in writing.” N.H. R. Prof. Cond. 1.7(b). In either case—where a
lawyer has an unwaivable conflict, or where he fails to obtain a valid conflict waiver, but engaged
in representation anyway, the lawyer may not receive legal fees for services rendered because
he engaged in a conflict of interest. See In re Estate of McCool, 131 N.H. 340, 351 (1988).
3. No trial is necessary in this case because there is no genuine issue of material fact
that Donahue, Tucker & Ciandella, PLLC (DTC) engaged in a clear conflict of interest with
Haverhill. DTC admitted its “technical conflict” stems from DTC Attorney Christopher
Hawkins’ prior presentation of Woodsville against Haverhill in 2020.2
The aim of the
Haverhill/Woodsville litigation was to compel Haverhill taxpayers to fund Woodsville’s
highway department. DTC attempted to represent Haverhill on a matter directly related to the
Woodsville/Haverhill litigation – Warrant Article 27 (2022) – requiring Haverhill to fully fund
Woodsville’s highway department.
4. The genesis of the legal matter concerning the attorney fee dispute at issue here
is the New Hampshire Department of Revenue Administration’s (DRA) disallowance of Warrant
Articles 27 and 28: on the grounds that it is unlawful for one municipality (Haverhill) to require
2
Attorney Hawkins conflict of interest is imputed to all lawyers of DTC under N.H. R. Prof. Cond. 1.10(a).

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taxpayers to pay for governmental services of another municipality (Woodsville) they do not
receive, which determination Woodsville appealed. DRA’s determination, however, was
contrary to the position Attorney Hawkins took when representing Woodsville against Haverhill.
And it was for this very conflict DTC sought a waiver from both Haverhill and Woodsville.
DRA refused to set Haverhill’s tax rate while Woodsville appealed DRA’s disallowance of
Warrant Article 27 and 28 – creating a legal and financial conundrum – requiring the assistance
of legal counsel. Under the Boyle standard, a disinterested lawyer would conclude the DRA tax
rate matter was directly related to the Woodsville/Haverhill litigation where the public interests
of Haverhill and Woodsville were materially adverse. DTC’s conflict could not be waived.
5. But even if waiving DTC’s conflict could be consented to, the undisputed
material facts demonstrate there was no governmental action by the governing body waiving
DTC’s admitted conflict, and there was no action by the Town Manager authorizing the same.
In fact, the Town Manager expressly objected to DTC’s representation due to its clear conflict.
6. The nonconsentable conflict or DTC’s lack of a valid conflict waiver moots all
issues in this litigation, because DTC engaged in a clear conflict of interest and is not entitled to
attorney fees. Summary Judgment should be granted on this ground alone. There is no need to
determine DTC’s claims for breach of contract and unjust enrichment, because DTC engaged in
a conflict of interest that would render any attorney fee dispute moot. See In re Estate of McCool,
131 N.H. at 351.
7. Assuming DTC’s Counterclaims may be addressed by this Court, the undisputed
evidence demonstrates that DTC has unclean hands and is not entitled to equitable relief.
Moreover, the evidence shows Haverhill did not receive any benefit from DTC’s alleged
services, thus, it would not be unconscionable if DTC was not paid. And as set forth in

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Haverhill’s companion Summary Judgment Motion on its declaratory judgment action, Haverhill
did not consent to DTC’s services, thus, without consent, Haverhill cannot be unjustly enriched.
A trial is not necessary here.
Standard of Review
8. Summary judgment is a procedure designed to save time, effort, and expense and
to expedite the administration of justice by avoiding the formal trial of cases where there are no
genuine issues of material fact. Green Mountain Ins. Co. v. Bonney, 131 N.H. 762, 766 (1989).
In ruling on a motion for summary judgment, the Superior Court is “obligated to grant summary
judgment if, after considering all the evidence presented in the light most favorable to the non-
moving party, no genuine issue of material fact exists and the moving party [is] entitled to
judgment as a matter of law.” Morse v. Goduti, 146 N.H. 697, 698 (2001); RSA 491:8-a.
9. A party opposing summary judgment may not rest upon general denials or
allegations, but must set forth specific facts showing that a genuine issue remains for trial. ERA
Pat Desmarais Assoc’s. v. Alexander Eastman Found., 129 N.H. 89, 92 (1986). In other words,
“a laundry list of possibilities and hypotheticals” and “[s]peculation about mere possibilities,
without more, is not enough to stave off summary judgment.” Tobin v. Fed. Express Corp., 775
F.3d 448, 451-52 (1st Cir. 2014). See Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 249 (1986).
10. Reasonable inferences are taken in the light most favorable to the nonmoving
party, but unsupported speculation and evidence that “is less than significantly probative” is not
sufficient to avoid summary judgment. Planadeball v. Wyndham Vacation Resorts, Inc., 793
F.3d 169, 174 (1st Cir. 2015). A party opposing summary judgment must present contradictory
evidence under oath sufficient to indicate that a genuine issue of material fact exists. RSA 491:8-

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a; Phillips v. Verax Corp. 138 N.H. 240, 243 (1994). In the absence of any contradictory evidence
under oath, the sworn allegations of the moving party are deemed admitted. RSA 491:8-a, II.
Argument3
I. No trial is necessary because DTC had an insuperable conflict of interest with
Haverhill and has no right to demand legal fees.
11. Not every conflict of interest can be waived. A conflict of interest exists “if: (1)
the representation of one client will be directly adverse to another client; or (2) there is a
significant risk that the representation of one or more clients will be materially limited by the
lawyer’s responsibilities to another client, a former client or a third person, or by a personal
interest of the lawyer. N.H. R. Prof. Cond. 1.7(a). In New Hampshire, while a client may consent
to representation notwithstanding a conflict, “when a disinterested lawyer would conclude that
the client should not agree to the representation under the circumstances, the lawyer involved
cannot properly ask for such agreement or provide representation on the basis of the client’s
consent.” Case of Shillen, 149 N.H. 132, 137 (2003) citing N.H. R. Prof. Conduct 1.7 ABA
Model Code Comments; see also Kelly’s Case, 137 NH. 314, 319 (1993); Boyle’s Case, 136
N.H. 21, 24 (1992). Simply, “an attorney who could not reasonably conclude that their
representation of a client would not be adversely affected by their responsibilities to others, or
by their own interests, was not even permitted to seek consent – much less provide representation
based on such consent.” See Flamm, Richard E, Conflict of Interest in the Practice of Law,
Causes and Cures, Curing Conflicts § 26.2, p. 536-537 (2015) citing Boyle’s Case, supra.
12. In evaluating the appropriateness of representation in a conflict situation under
Rule 1.7(b), the NHBA Ethics Committee has used the “harsh reality test” which states:
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Common law from sister jurisdictions is used as additional supporting authority because there is
minimal jurisprudence on the Rules of Professional Conduct in New Hampshire.

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“(i)f a disinterested lawyer were to look back at the inception of this
representation once something goes wrong, would that lawyer seriously question
the wisdom of the first attorney’s requesting the client’s consent to this
representation or question whether there had been full disclosure to the client
prior to obtaining the consent. If this “harsh reality test” may not be readily
satisfied by the inquiring attorney, the inquiring attorney and other members of
the inquiring attorney’s firm should decline representation . . . .” New Hampshire
Bar Association Ethics Committee Opinion 1988-89/24
(http://nhbar.org/pdfs/f088-89-24.pdf).
13. If the harsh reality test is met, and if an attorney violates the Rules of Professional
Conduct by engaging in clear conflicts of interest, he may not receive legal fees for services
rendered. See In re Estate of McCool, 131 N.H. at 351.
14. Moreover, “[n]o attorney should permit himself or herself to be placed in a
position in where he or she knows will prevent the proper performance of the attorney’s
function.” Wendell’s, Inc. v. Malmkar, 405 N.W.2d 562, 566 (Neb. 1987). And the ways in
which an attorney’s personal interests may come into conflict with those of a present or former
client are virtually unlimited. Essex County Jail Annex Inmates v. Treffinger, 18 F. Supp 2d
418, 432 (D.N.J. 1998)(remarking upon “the virtually limitless cases in which a conflict may
theoretically arise when a lawyer’s self-interest is implicated.”).
15. And “where the public interest is involved, an attorney may not even represent
conflicting interests even when the consent of all concerned.” See, e.g., State ex rel. Morgan
Stanley & Co. v. MacQueen, 187 W. Va. 97, 416 S.E.2d 55, 60 (1992); see ABA Committee on
Professional Ethics, Opinions, No. 16 (1929) and No. 34 (1931) (the public cannot consent to
conflicting interests like a private client); see also, NJ RPC Rule 1.9(d)(“a public entity cannot
consent to a representation otherwise prohibited by this rule.”). Indeed, the New Hampshire
Rules of Professional Conduct observe that decisional law in some states limits the ability of a
government client, such as Haverhill or Woodsville, to consent to a conflict of interest. See N.H.

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R. Prof. Cond. 1.7(b) citing 2004 ABA Model Rule Comment, Rule 1.7 [16]. Courts have found
the basis for this prohibition not in a concern for the attorney’s ability to represent clients
adequately and competently with adverse interests, but in the protection of public trust and the
integrity of the judicial system. This renders the prohibition separate from the beliefs or opinions
of attorneys and clients concerning the waivability of conflicts arising from a particular
attorney’s representation. Even the “appearance” of conflict is to be avoided for the sake of
public faith in the judicial system when the public interest is triggered.
16. In this case, DTC knew or should have known, it had a clear conflict of interest
with Haverhill that could not be waived because of Attorney Hawkins’ recent prior
representation of Woodsville against Haverhill. This is especially true when Haverhill’s legal
matter with DRA directly related to the recent litigation between Haverhill and Woodsville –
Haverhill funding of Woodsville’s highway department. Town’s Statement of Material Facts
(“SOF”), ¶¶ 2, 12; DTC Answer ¶¶ 9, 88; Affidavit of Brigitte Codling (“Codling aff.”) at ¶¶ 13,
15; Affidavit of Jennifer Boucher (Boucher aff.), at ¶ 11.
17. Indeed, the DRA tax rate matter is grounded in Woodsville’s pursuit of Haverhill
taxpayer funding of Woodsville’s highway department. Warrant Article 27 required Haverhill
to fully fund Woodsville’s highway department; and Warrant Article 28 required Haverhill to
fund Woodsville’s fire department. SOF ¶¶ 16-18, DEK aff., Ex. 5, p. 17 (Feb. 7, 2022, Board
Meeting Minutes, Warrant Articles 27 & 28). DRA disallowed Warrant Article 27 because it
was “prohibited by law” as “one municipal entity cannot make an appropriation for another
unless special legislation so provides,” e.g. Haverhill cannot fund Woodsville’s highway
department. SOF ¶21, Am. Complaint, Ex. 3 (Letter from DRA to Haverhill dated May 4, 2022).

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18. After Woodsville appealed DRA’s disallowance of Articles 27 & 28 to the New
Hampshire Supreme Court, “due to the interconnection of the issues raised by the Woodsville
Fire District in its appeal and the rates to be set for the Town” DRA refused to set Haverhill’s
tax rates. DTC Answer ¶27 compare with DEK aff., Ex. 11 (letter from DRA to Haverhill dated
December 22, 2022 refusing to set tax rate). Thus, the DRA tax rate matter was directly related
to, and inextricably intertwined with, Woodsville’s efforts to have Haverhill taxpayers fund
Woodsville’s highway department – the same issue Attorney Hawkins represented Woodsville
against Haverhill in this Court. Id.; Codling aff., ¶¶ 13, 15; DTC Answer, ¶¶ 9, 88.
19. Moreover, there were ongoing issues with the performance of Woodsville and
Haverhill’s settlement that could have led to that litigation being reopened. SOF ¶ 34; DEK aff.,
Ex. 15 (Email from Woodsville Commissioner to Haverhill, Jan 4, 2023); Boucher aff., ¶¶ 8-9.
From an objective perspective, a disinterested lawyer would conclude that DTC could not
properly ask for a representation agreement from Haverhill. See Boyle’s Case, 136 N.H. at 24.
This is especially true since the public interest was squarely at issue in DTC’s conflict – the past
and current representation of two competing municipal entities – Woodsville and Haverhill.
20. Furthermore, DTC’s conflict was nonconsentable because the facts demonstrate
Attorney Hawkins’ recent prior representation of Woodsville against Haverhill prevented “the
proper performance of the attorney’s function” for Haverhill. See Wendell’s, Inc., 405 N.W.2d
at 566. Indeed, “[t]he self-interested lawyer who views the conflict provisions as a roadblock to
be circumvented often can obtain misguided waivers” which is what happened here. See,
Zacharias, Fred, Waiving Conflicts of Interest, 108 Yale L.J. 407, 422 (1998).
21. On January 11, 2023, the day before DTC claims it began representing Haverhill,
(DTC Counterclaim ¶ 7) and before DTC even met with the Selectboard, (DEK aff., Ex. 23, DTC

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Interr. Ans. #6), Hawkins met with his former Woodsville co-counsel in the
Woodsville/Haverhill litigation to share DTC’s “preliminary gameplan” for Haverhill regarding
the DRA tax rate matter. SOF ¶ 43; Am. Complaint, Ex. 6 (Email between Hawkins and Maher,
Jan. 11, 2023); DTC Answer, ¶ 38. Moreover, Hawkins admits that DTC’s conflict waiver letter
was drafted to imply DTC would not defend the Town Manager’s position on Woodsville,
because “if we are required to maintain that position then the conflict may be insuperable.” SOF
¶ 47; DEK aff., Ex. 22, (RFAs ## 36 -38); DTC Answer ¶¶ 39, 93.
22. Compounding the conflict problem for DTC is Town Administration resisted
DTC’s efforts of representing Haverhill because of its clear conflict of interest due to Hawkins
representation of Woodsville against Haverhill. SOF ¶ 54, Ex. 27 (Email from Codling to Boldt,
Jan. 12, 2023); DTC Answer ¶¶ 41, 42; DEK aff., Ex. 18 (ToH000143-45)(Email from Boucher
to Maher, Jan. 13, 2023); Codling aff., ¶ 31. Moreover, Town Administration further resisted
DTC’s efforts because it had an ongoing attorney-client relationship with another law firm
working on the DRA rate setting matter – Drummond Woodsum (DW) – who had represented
Haverhill against Woodsville (and Attorney Hawkins) in the highway funding dispute. See, e.g.,
DTC Answer, ¶ 11; SOF ¶¶ 30-32, 62, 67-68; DEK aff., Ex. 12 (DW memo to Selectboard, Dec.
30, 2022); DEK aff., Ex. 30 (Email from DW to Codling & Boucher); Codling aff., ¶¶ 30, 31
Am. Complaint Ex. 15, p.1 (Letter from DRA to DTC, Jan. 23, 2023, DRA was working with
Haverhill’s counsel at DW); DTC Answer, ¶ 57.
23. And yet, Hawkins drafted an email for the Selectboard to send to Town
Administration with “a clear written message” that DTC was representing Haverhill, stating:
The Selectmen are satisfied there is no conflict [with DTC]…[t]he Board does not
authorize the retention of Drummond Woodsum at this time and Drummond Woodsum
should be direct [sic] to stand down until further notice…
SOF ¶ 72; Am. Complaint, Ex. 10B (Email between Maher and Hawkins dated Jan. 14, 2023).

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24. And because of Town Administration’s continued resistance of DTC’s
representation of Haverhill due to DTC’s conflict of interest with Haverhill, Hawkins sent an
email to Maher recommending Codling’s employment be terminated. SOF ¶ 81; Am.
Complaint, Ex. 10A (Email between Maher and Hawkins, Jan. 15, 2023).
25. The facts demonstrate Hawkins’ personal beliefs regarding his former client
Woodsville, prevented the proper performance of the attorney’s function. No disinterested
lawyer would draft a conflict waiver to avoid representing Haverhill’s Town Manager’s position
on a matter related to Woodsville, when (1) the conflicted lawyer had previously represented
Woodsville against Haverhill, and (2) when the Selectboard granted full authority to the Town
Manager over all legal matters related to Woodsville. And no disinterested lawyer would draft
an email for the Selectboard to send to Town Administration stating there was “no conflict”
(SOF ¶ 72) and draft a public statement stating DTC had “no conflict” (SOF ¶ 86, 87) after DTC
already acknowledged a concurrent conflict and attempted to secure a conflict waiver. SOF ¶¶
42, 78, DEK aff., Ex. 37 (DTC conflict waiver); DEK aff., Ex. 19, p.1 (Email between Maher
and Hawkins, Jan. 11, 2023, acknowledging conflict); DTC Answer ¶ 93. A disinterested lawyer
would conclude that DTC could not properly ask for such a representation agreement with
Haverhill, especially because adverse public interests were at the heart of the conflict. In DTC’s
own words, its conflict was “insuperable” and could not be waived. See Boyle’s Case, 136 N.H.
21, 24 (1992). It is not entitled to attorney fees. In re Estate of McCool, 131 N.H. at 351.
II. Even if Haverhill could waive DTC’s conflict, DTC did not obtain “informed
consent, confirmed in writing” from Haverhill, therefore it engaged in a clear
conflict of interest and has no right to demand legal fees.
26. The reasoning behind Rule 1.7 of the Rules of Professional Conduct is
straightforward: attorneys owe their current clients an absolute duty of loyalty. While some

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concurrent conflicts are “insuperable,” others are not. All concurrent conflicts, like the one
between DTC and Haverhill, must be evaluated under Rule 1.7, set forth below.
a. New Hampshire Rules of Professional Conduct Rule 1.7
27. A conflict of interest exists “if: (1) the representation of one client will be directly
adverse to another client; or (2) there is a significant risk that the representation of one or more
clients will be materially limited by the lawyer’s responsibilities to another client, a former client
or a third person, or by a personal interest of the lawyer. N.H. R. Prof. Cond. 1.7(a). In a
situation where a lawyer seeks to take on representation that is or may be adverse to the interests
of one of her existing or former clients – or where, for another reason, such as personal interest,
she would be personally prohibited from handling a particular matter – the nature of her conflict
is sometimes said to be “direct.” See Flamm, Richard E, Conflict of Interest in the Practice of
Law, Causes and Cures, Curing Conflicts § 23.3, p.473 (2015).
28. Notwithstanding the existence of such a direct conflict or significant risk in
representation due to a conflict, Rule 1.7(b) enumerates a four-pronged exception to the general
prohibition on representation in situations involving concurrent conflicts, as follows:
(1) the lawyer reasonably believes that the lawyer will be able to provide
competent and diligent representation to each affected client;
(2) the representation is not prohibited by law;
(3) the representation does not involve the assertion of a claim by one client
against another client represented by the lawyer in the same litigation or other
proceeding before a tribunal; and
(4) each client gives informed consent confirmed in writing.
29. The American Bar Association’s Comment on Model Rule 1.7(b) summarizes an
attorney’s obligations under Rule 1.7(b), stating it:
“requires the lawyer to obtain the informed consent of the client, confirmed in
writing…The requirement of a writing does not supplant the need in most cases
for the lawyer to talk with the client, to explain the risks and advantages, if any,
of representation burdened with a conflict of interest, as well as reasonable

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available alternatives, and to afford the client a reasonable opportunity to consider
the risks and alternatives and to raise…concerns. Rather, the writing is required
in order to impress upon clients the seriousness of the decision the client is being
asked to make and to avoid disputes or ambiguities that might later occur in the
absence of a writing.”
Am. Bar. Assn. Model Rules of Prof’l Conduct, Rule 1.7, Comment 20.
b. DTC did not “fully disclose” its conflict of interest to the Town
Manager and the Selectboard, thus, Haverhill was not fully informed
of DTC’s conflict, and DTC’s conflict was not waived.
30. “The law firm, not the client, has a burden of full disclosure.” El Camino Res.,
LTD v Huntington Nat’l Bank, 623 F. Supp. 2d 863, 882 (W.D. Mich. 2007). The lawyer is
required to provide details of the conflict so that the client can weigh and measure the nature of
the contrary interests.” Image Tech. Servs., Inc. v. Eastman Kodak Co., 820 F.Supp. 1212, 1217
(N.D. Cal. 1993). Thus, “[t]he effect of a waiver…depends upon whether the clients have given
truly informed consent.” In re Congoleum Corp., 426 F.3d 675, 690 (3d Cir. 2005).
31. “[C]ourts have made it clear that it is not sufficient to leave the client to infer the
full nature of a conflict from only bits and pieces of actual or constructive knowledge. CenTra,
Inc. v. Estrin, 538 F.3d 415-416 (6th
Cir. 2008)(“the attorney must convincingly establish the
client’s knowledge as to the specific conflict”). At minimum, counsel must explain implications
of the particular conflict, or potential conflict, in sufficient detail, to bring home to the client the
signification of the conflict, and any potential risks, adverse effects, or other consequences the
conflict may have for the client in a manner that is sufficient to enable him to come to a
reasonable judgment about the wisdom of allowing counsel to proceed with the representation,
despite the conflict, or to turn the matter over to different counsel. See Flamm, Richard E,
Conflict of Interest in the Practice of Law, Causes and Cures, Curing Conflicts § 25.4, p.514
(2015)(citations omitted).

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32. Without full disclosure, a client’s acquiescence in a lawyer’s conflict is not
informed and tantamount to no consent at all. Id. at § 25.1, p. 506, citing Selby v. Revlon
Consum. Prods. Corp., 6 F. Supp. 2d 577 (N.D. Tex. 1997). Indeed, when detailed information
is not disclosed about the conflicts, and only some of the relevant information is disclosed, there
is not full disclosure, and it does not amount to informed consent. Woolley v. Sweeney, 2003
WL 21488411, at *6 (N.D. Tex. 2003); see also Int’l Bus. Machs. Corp. v. Levin, 579 F.2d 271,
282 (2nd Cir. 1978)(“Clearly, full and effective disclosure of all the relevant facts must be made
and brought home to the prospective client…the ethical rule specifically imposes upon an
attorney the burden of affirmatively providing disclosure and obtaining consent.”).
33. Here, DTC has not met its burden as the record is absent of DTC fully informing
Haverhill of its clear conflict of interest. Indeed, there are only two instances in the record where
DTC’s conflict was discussed: neither demonstrate full disclosure.
34. First, DTC Attorney Maher wrote to Assistant Town Manager Boucher “we had
the required discussions [about DTC’s conflict] with both the Selectboard and Woodsville, such
that no issues arise out of our representation.” SOF, ¶ 59, DEK aff., Ex. 18, p. 4 (ToH000145,
Email between Maher and Boucher, Jan. 13, 2023). Admittedly, DTC did not have those
“required discussions” with Ms. Codling, who administers attorney contracts, and waives
attorney conflicts, on behalf of Haverhill. Id.; Codling aff., ¶¶ 5, 25-26; Boucher aff., ¶ 15. In
fact, Ms. Codling emphatically expressed to DTC Attorney Christopher Boldt that DTC had “a
very clear conflict of interest” and “[we] do not believe it is ethical” for Attorney Hawkins to
represent Haverhill. SOF ¶ 54; DEK aff., Ex. 27 (Email from Codling to Boldt, Jan. 12, 2023);
see also DTC Answer ¶¶ 41, 42. Although DTC Attorney Christopher Boldt promised to
complete conflict checks for Town Administration, he deliberately “remain[ed] silent per

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instructions” and never responded. SOF ¶ 58; Am. Complaint, Ex. 8 (Email from Boldt to Maher
and Hawkins, Jan. 13, 2023); DTC Answer ¶¶ 46, 91; Boucher aff., ¶ 16; Codling aff., ¶ 24.
Town Administration was not even consulted by DTC about its conflict of interest; thus, full
disclosure was never made. Boucher aff., ¶ 16; Codling aff., ¶¶ 24-25.
35. Second, Selectman Robbins’ draft public statement for the Selectboard’s January
17, 2023 public meeting mentions the “discussions” DTC apparently had with the Selectboard,
asserting DTC “outlined a conflict that included the Woodsville Fire District.” SOF ¶¶ 85-86,
DEK aff., Ex. 41 (Email from Katie Williams to Hawkins, attaching Robbins draft public
statement). However, “outlining a conflict” amounts to “only bits and pieces of actual or
constructive knowledge” of the conflict, which courts have made clear is insufficient to merit
“full disclosure” under Rule 1.7(b). See CenTra, Inc., 538 F.3d at 415-416.
36. Tellingly, Hawkins substantially revised Selectman Robbins’ public statement
that mentioned DTC’s conflict, by deleting the phrase “outlined a conflict that included the
Woodsville Fire District” to say, “[w]e did not feel that [the conflict] was serious because the
Woodsville lawsuit settled and we had no plans to reopen it, and the DRA issue was not related
to that case.” SOF ¶ 86 (DEK aff., Ex. 41 (Robbins draft statement) compare with SOF ¶ 87
(Am. Complaint, Ex. 10 C (Hawkins revised statement). However, Hawkins’ substantive
revisions were demonstrably false: the “DRA issue” was directly related to Haverhill’s funding
of Woodsville’s highway department, e.g. Warrant Article 27 (2022), which was the subject of
the 2020 litigation between Haverhill and Woodsville. SOF ¶¶ 12, 16, 29, 30; DEK aff., Ex. 5,
p. 12 (Feb. 7, 2022, Selectboard Meeting Minutes, warrant article 27); DEK aff., Ex. 11 (letter
from DRA to Haverhill, Dec. 22, 2022); Codling aff., ¶¶ 13, 15.

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37. The undisputed facts demonstrate DTC failed to provide “full disclosure” of its
conflict to Haverhill for there to be “informed” consent of any conflict waiver.
c. DTC did not provide Haverhill with a “reasonable opportunity” to
consider its conflict of interest and therefore any waiver is invalid.
38. The American Bar Association’s Comment on Model Rule 1.7(b) states an
attorney’s obligations under Rule 1.7(b) is to “afford the client a reasonable opportunity to
consider the risks and alternatives about the conflict and to raise…concerns.” Am. Bar. Assn.
Model Rules of Prof’l Conduct, Rule 1.7, Comment 20. However, the undisputed facts
demonstrate DTC did not afford Haverhill that opportunity.
39. DTC was meeting with various members of the Selectboard and providing legal
advice without even discussing its conflict. SOF ¶¶ 25-26; DEK aff., Ex. 7, pp. 1-3 (Email
between Knapp and Hawkins dated September 29, 2022 – October 5, 2022); compare with DEK
aff., Ex. 8, (DTC000963)(DTC billing statement, billing entry for 9/29/22, 1/10/23, 1/11/23).
But on the day Hawkins and Maher did have those “discussions” with the Selectboard about its
conflict – January 12, 2023 – DTC billed the Town for 11.75 hours of alleged work. Id. at
DTC000963-64). Notwithstanding that Ms. Codling was required to have been provided a
reasonable opportunity to consider DTC’s conflict, even if this Court finds only the Selectboard
was required to be consulted by DTC about its conflict, the undisputed material facts demonstrate
that DTC did not provide the Selectboard with a “reasonable opportunity” to consider its conflict.
Id. Thus, any conflict waiver is invalid. See Am. Bar. Assn. Model Rules of Prof’l Conduct,
Rule 1.7, Comment 20.
d. Governmental entity Haverhill did not consent in writing to waiving
DTC’s conflict of interest, and therefore, its conflict waiver is invalid.

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40. A governmental entity is held to a different standard when approving a written
conflict waiver since the public interest is involved. As mentioned above, the New Hampshire
Rules of Professional Conduct observe that decisional law in some states limits the ability of a
government client, such as a municipality, to consent to a conflict of interest. See N.H. R. Prof.
Cond. 1.7(b) citing 2004 ABA Model Rule Comment, Rule 1.7 [16]. Notwithstanding a
government may not even be able to waive a conflict under certain circumstances, if a governing
body is attempting to waive an attorney’s conflict, it must take formal action to do so. See
Moulton v. Beals, 98 N.H. 461, 463 (1954). It is not enough for one Selectman to sign a conflict
waiver unless formal action is taken by the Selectboard giving that Selectman such authority, as
the New Hampshire Supreme Court observed:
“[S]electmen have not been regarded as special agents of the Town, ‘clothed with the
general powers of the corporate body for which they act’. They can only exercise such
powers and perform such duties as are properly incident to the special and limited
authority conferred on them by their office. They are empowered to do only such acts as
are required to meet the exigencies of ordinary town business.
Moulton v. Beals, 98 N.H. 461, 463 (1954).
41. The New Hampshire Supreme Court has long recognized that all private parties
dealing with government officials are charged with “notice of the extent and limits of their
authority.” Richards v. Columbia, 55 N.H. 96, 99 (1874); see Great Falls Bank v. Farmington,
41 N.H. 32, 44 (1860). Indeed, United States Supreme Court Justice Holmes’ admonition that
“[m]en must turn square corners when they deal with the Government” is applicable here. See
Rock Island etc. R.R. v. United States, 254 U.S. 141, 143 (1920).
42. In this case, attorney conflict waivers are not ordinary town business, and were
the primary responsibility of the Town Manager to address. Codling aff., ¶ 5; Boucher aff. ¶ 15.
DTC was on notice and presumed to know the extent of authority one Selectman has (1) without

17
the vote of the governing body and (2) without the approval of the Town Manager in a Town
Manager form of government. See Richards v. Columbia, 55 N.H. 96, 99 (1874). And yet DTC
proceeded anyway, with only signature of one selectman that was obtained under curious
circumstances, and without a vote of the Selectboard authorizing the same. SOF ¶ 78. DTC’s
conflict was not “confirmed in writing” by governmental entity Haverhill and is invalid.
e. Notwithstanding the Selectboard did not vote to give Selectman Steve
Robbins authority to sign DTC’s conflict waiver, as an employee of
Woodsville, Robbins was disqualified from signing DTC’s conflict waiver
because he could not impartially evaluate DTC’s conflict
because it specifically pertained to Woodsville.
43. The determination of whether a municipal official has a direct personal and
pecuniary interest in the matter under consideration or has other interests which would disqualify
him from acting therein depends on the circumstances of each case. Atherton v. Concord, 109
N.H. 164 (1968); see Lorenz v. New Hampshire Admin. Office of the Courts, 151 N.H. 440, 443
(2004)(“test for the appearance of partiality is an objective one, that is, whether an objective,
disinterested observer, fully informed of the facts, would entertain significant doubt that justice
would be done in this case” (quoting Taylor-Boren v. Isaac, 143 N.H. 261, 268 (1998)). As a
general rule, a court will find that there is a conflict of interest when a public officer is involved
in a matter in which he has a direct personal and pecuniary interest. See Preston v. Gillam, 104
N.H. 279 (1962)). And a court will overturn a board’s decision if a disqualified person
participated, whether or not he or she influenced the outcome. See Appeal of Keene, 141 N.H.
797, 799-800 (1997).
44. Deciding to waive an attorney’s conflict of interest is an act that can only be done
after weighing and considering the evidence of the conflict, after full disclosure. Thus, a
Selectboard would be engaging in a judicial capacity rather than an administrative one when

18
determining whether to waive a conflict of interest. And the State Constitution mandates that all
judges be “as impartial as the lot of humanity will admit.” N.H. Const. pt. I, art. 35.
45. Here, the evidence demonstrates Steve Robbins was not impartial in evaluating
DTC’s conflict. Selectman Robbins is Woodsville’s Fire Chief, receive annual compensation for
his services, and serves at the direction of Woodsville’s Commissioners. SOF ¶ 9, Ex. 3
(newspaper article noting Robbins deep ties with Woodsville); Codling aff., at ¶ 7. And DTC’s
conflict specifically related to Woodsville: Attorney Hawkins prior representation of Woodsville
against Haverhill. SOF 46, DEK aff., Ex. 21 (Email between Knapp and Hawkins, Jan. 11, 2023).
A disinterested observer, fully informed of the facts, would entertain significant doubt Robbins
could impartially sign DTC’s conflict waiver.
46. For instance, when Selectboard Chair Garofalo refused to sign DTC’s conflict
waiver, Robbins directed DTC to insert his name in the conflict waiver instead. SOF ¶ 76, DEK
aff., Ex. 32 (Email correspondence between Maher and Robbins, Jan. 14, 2023). When DTC did
not produce a new conflict waiver letter, Robbins struck Chairman Garofalo’s name, printed his
own, then signed DTC’s conflict waiver on a Sunday morning at Woodsville’s District offices,
where he worked. SOF ¶ 78; DEK aff., Ex. 37 (Haverhill conflict waiver signed by Steve
Robbins on 1/15/23); DEK aff., Ex. 36 (RFA 26 & 27, referencing RFA Ex. 5 attached thereto,
text messages between Robbins and Hawkins acknowledging signing at District offices);
Codling aff., ¶ 7; DEK aff., Ex. 3 (newspaper article noting Robbins work for Woodsville); SOF
¶78, DEK aff., Ex. 38 (Email between Woodsville’s Administrator Shelton and
Hawkins/Robbins). Thus, Robbins could not impartially evaluate DTC conflict waiver that
related to Woodsville, because of his personal and pecuniary interest in Woodsville, rendering
his signature void. See Appeal of Keene, 141 N.H. at 799-800.

19
47. Based on the above, there is no genuine issue of material fact that DTC violated
the Rules of Professional Conduct by engaging in a clear conflict of interest with Haverhill.
DTC’s conflict with Haverhill was nonconsentable, but even if it was, DTC failed to obtain a
valid conflict waiver. Thus, DTC has no right to demand legal fees. In re Estate of McCool,
131 N.H. at 351. All DTC’s Counterclaims for unjust enrichment and breach of contract are
moot. But, to the extent the Court may address unjust enrichment, argument is set forth below.
III. DTC has come into equity with unclean hands and is not entitled to legal fees.
48. Equitable relief will be denied if one comes to the court with unclean hands.
Noddin v. Noddin, 123 N.H. 73, 76 (1983) citing Morrill v. Bank, 90 N.H. 358, 368 (1939). The
doctrine of unclean hands, or, more archaically, the maxim that “[h]e who comes into equity
must come with clean hands,” Keystone Driller Co. v. Gen. Excavator Co., 290 U.S. 240, 241
(1933), finds its roots in traditions of equity jurisprudence that predated the merger of law and
equity. Dr. Jose S. Belaval, Inc. v. Perez-Perdomo, 488 F.3d 11, 15 (1st Cir. 2007)(citations
omitted). The basic premise is that when a court considers whether or not to award equitable
relief, one factor that it must consider is the extent to which the claimant has engaged in certain
misconduct. Id. citing Texaco P.R., Inc. v. Dep’t of Consumer Affairs, 60 F.3d 867, 880 (1st
Cir.1995).
49. The doctrine has limits, and not all misconduct by a claimant will soil that
claimant’s hands. See Dr. Jose S. Belaval, Inc., 488 F.3d at 15. Among other things, the doctrine
“only applies when the claimant’s misconduct is directly related to the merits of the controversy
between the parties, that is, when the tawdry acts ‘in some measure affect the equitable relations
between the parties in respect of something brought before the court for adjudication.’” Id.

20
(quoting Keystone, 290 U.S. at 245, 54 S.Ct. 146). The mere fact that the “misconduct” arises
from some overlapping facts is not enough. Dr. Jose S. Belaval, Inc. at 488 F.3d at 15.
50. Here, Counterclaim-Plaintiff DTC has brought two claims for equitable relief
seeking payment for attorney fees from Haverhill under theories of unjust enrichment restitution
and quantum meruit recovery. However, the record demonstrates that DTC engaged in tawdry
acts directly related to its billing at issue here, barring equitable relief. For example, some of the
tawdry acts include the following:
Tawdry act #1: Engaging in a clear conflict of interest as described above.
Tawdry act #2: Attempting to conceal its conflict of interest with Haverhill.
51. On January 10, 2023, Town Manager Codling wrote to DTC Attorney
Christopher Boldt “to see if your firm would have a conflict of interest, and if not, can we set up
a time to discuss our situation with lawyers from DTC” related to the DRA tax rate setting matter.
SOF ¶ 37, Am. Complaint, Ex. 4 (Email from Codling to Boldt dated Jan. 10, 2023). The next
day, Boldt responded to Codling’s email stating DTC would be interested in representing
Haverhill but would need to “run conflict checks” before the “definitive yes” on representation.
SOF ¶ 39, Am. Complaint, Ex. 5 (Email from Boldt to Codling, Jan. 11, 2023).
52. Boldt wrote: “once I run conflicts, I will reach back to you to set up a time for a
conference call or Zoom meeting.” Id.; DTC Answer, ¶ 36. And yet Boldt did not respond to
Town Administration’s repeated requests for a determination on DTC’s conflict check. Boucher
aff., ¶ 16; Codling aff., ¶ 24. That is because Boldt wrote to Hawkins and Maher he would
“remain silent per instructions” and would not (and did not) discuss DTC’s conflict with Town
Administration. Am. Complaint, Ex. 8 (Email from Boldt to Maher and Hawkins, Jan. 13, 2023).

21
53. Boldt then proceeded to engage in a “background strategy” session with Maher
and Hawkins regarding Haverhill and seeks payment for the same. DEK aff., Ex. 8 (DTC billing
statements, 1/16/23 entry billing entry Boldt (“CLB”)). Boldt’s refusal to fully disclose DTC’s
conflict, after promising Codling he would, is a tawdry act barring equitable relief.
54. In addition, on January 17, 2023, Robbins drafted a public statement for the
January 17, 2023 Selectboard meeting, which was sent to Hawkins for review. DEK aff., Ex. 41
(Robbins draft public statement). Hawkins revised Robbins’ public statement to read DTC had
“no conflict” despite acknowledging an “insuperable” concurrent conflict and attempts to secure
a conflict waiver. SOF ¶ 86, 87 compare with SOF ¶¶ 42, 78, DEK aff., Ex. 37 (DTC conflict
waiver); Id., Ex. 19, p.1 (Email between Maher and Hawkins, Jan. 11, 2023); DTC Answer ¶ 93.
Hawkins misleading revisions to Robbins public statement regarding DTC’s conflict -- which
Hawkins billed for (DEK aff., Ex. 8, DTC000965) – demonstrates DTC’s deceit.
Tawdry Act #3: Drafting a conflict-of-interest waiver for Haverhill to imply DTC
would not defend the Town Manager’s position on Woodsville.
55. On March 6, 2020, a quorum of the Selectboard voted “to give the Town Manager
full authority over all legal matters related to the Woodsville Precinct, its commissions, and
enterprises.” Am. Complaint, Ex. 1 (Meeting Minutes, March 6, 2020). And yet on January 11,
2023, Hawkins wrote to Maher stating that he would draft the conflict waiver letter in such a
way that it “implies that [DTC] will not defend [the Town Manager’s position on Woodsville].”
DEK aff., Ex. 22, (RFAs ## 36, 37 & 38, referencing RFA Ex. 6); DTC Answer ¶¶ 39, 93.
56. Hawkins purposefully drafted a conflict-of-interest waiver letter regarding his
past representation of Woodsville, to avoid Ms. Codling’s position on Woodsville, when the
Selectboard formally took action to give Ms. Codling full authority over all legal matters related
to Woodsville, which is morally wrong, and directly related to DTC’s billing at issue here.

22
Tawdry Act #4: Misleading the Selectboard on its knowledge of Drummond
Woodsum’s work on the DRA tax rate setting matter and its potential
conflict with School District.
57. On January 13, 2023, DTC received an email from Town Administration stating,
“the necessary waivers have been secured to allow the Town to continue working with
Drummond Woodsum” on the DRA tax rate setting matter, and that it was working with the
DRA on this matter. DEK aff., Ex. 28 (RFA # 41, referencing RFA Ex. 6). Maher even wrote
to Codling, “Drummond Woodsum should be directed to stand down until further notice to avoid
confusion and duplicative efforts.” Am. Complaint, Ex. 10B (Email between Maher and
Hawkins, Jan. 14, 2023); see also DTC Answer, ¶ 57. And yet after DTC received DRA’s letter,
which confirmed DW was working on the DRA tax rate setting matter, DTC transmitted DRA’s
letter to the Selectboard stating, “[w]e understood that Drummond Woodsum had a conflict and
was taking no action. We were unaware that Drummond Woodsum was communicating with
DRA.” DEK aff., Ex. 32 (Email from Hawkins to Selectboard dated January 25, 2023). DTC,
however, knew DW’s potential conflict was waived and knew DW was working on the matter.
58. DTC’s tawdry acts are too numerous to mention and caused Haverhill significant
reputational damage and employees’ personal harm. Boucher aff., ¶ 25; Codling aff., ¶¶ 31, 36.
DTC does not have clean hands and is barred from equitable relief.
IV. Notwithstanding that DTC is barred from obtaining equitable relief, the
undisputed facts demonstrate that Haverhill has not been unjustly enriched.
59. Restitution and quantum meruit recovery based upon “unjust enrichment are
allowed by the courts as alternative remedies to an action for damages for breach of contract.”
Gen. Insulation Co. v. Eckman Const., 159 N.H. 601, 611 (2010) citing 26 R. Lord, Williston on
Contracts § 68:1, at 5 (4th ed.2003); see Kondrat v. Freedom School Board, 138 N.H. 683, 686,
650 A.2d 316 (1994). However, “unjust enrichment generally does not form an independent

23
basis for a cause of action” and for that reason alone Haverhill should be entitled to judgment of
a matter of law. See id. at 611. Assuming both claims may be addressed, they are set forth below.
A. Haverhill did not secure a benefit from DTC because DTC did not resolve
the DRA rate setting matter, of which it now seeks payment for.
60. “A plaintiff is entitled to restitution for unjust enrichment if the defendant
received a benefit and it would be unconscionable for the defendant to retain that benefit.” Nat’l
Employment Serv. Corp. v. Olsten Staffing Serv., 145 N.H. 158, 163 (2000). “The party seeking
restitution must establish not only unjust enrichment, but that the person sought to be charged
had wrongfully secured a benefit or passively received one which it would be unconscionable to
retain...” Gen. Insulation Co., 159 N.H. at 611 (citations omitted).
61. Here, DTC seeks compensation for its representation on the DRA tax rate setting
matter when another law firm did the work. DRA wrote to DTC informing both Hawkins and
Maher the tax rates were set, “as requested by the Town in spite of your letter, not because of it.”
Am. Complaint Ex. 15, p.1 (Letter from DRA to DTC dated Jan. 23, 2023)(emphasis in original).
Furthermore, DRA’s letter states it was unaware DTC was working for the Town as the day it
received DTC’s letter (Jan. 13, 2023) it “had been in communication with Town officials and
Town counsel at Drummond Woodsum.” Id. Thus, the taxing authority affirmatively wrote that
DTC had nothing to do with setting the tax rate. Moreover, Hawkins admits Councilor Cinde
Warmington resolving the tax rate matter not DTC. SOF ¶ 69 DEK aff., Ex. 31 (Email from
Hawkins to Macomber, Jan. 13, 2023); SOF ¶ 69; DEK aff., Ex. 45 (Email between Hawkins
and Selectboard, Jan. 18, 2023). Thus, there is no genuine issue of material fact that the Town
did not receive a benefit from DTC’s work.
B. DTC’s alleged services provided no value to Haverhill, and Haverhill did
not consent to DTC’s representation.

24
62. While “[d]amages in unjust enrichment are measured by the value of what was
inequitably retained[,][i]n quantum meruit, by contrast, the damages ... are based on the value of
the services provided by the plaintiff.” Gen. Insulation Co., 159 N.H. at 612 citing Paffhausen
v. Balano, 708 A.2d 269, 271 (Me.1998) (citation omitted). “A valid claim in quantum meruit
requires [that]: ... (1) services were rendered to the defendant by the plaintiff; (2) with the
knowledge and consent of the defendant; and (3) under circumstances that make it reasonable
for the plaintiff to expect payment.” Id.
63. Here, as demonstrated above, DTC had no reasonable expectation of payment
when it was informed another law firm completed the task involving the DRA. Am. Complaint
Ex. 15, p.1 (Letter from DRA to DTC dated Jan. 23, 2023); DTC Answer, ¶ 57. Moreover, DTC
did not receive consent for its services, from the Town Manager or a quorum of the Selectboard.4
It is unreasonable for DTC to expect payment for legal services when one Selectman signed its
engagement letter on February 8, 2023, for services alleged performed beginning September 29,
2022. DEK aff., Ex. 36 (RFA 26 & 27, referencing RFA Ex. 5, p.3, text messages between
Robbins and Hawkins) compare with DEK aff., Ex. 8, p.1 (DTC’s billing invoices). And that
one selectman had no authority to sign.5
There is no genuine issue of material fact that DTC does
not meet the four elements for recovery under a theory of quantum meruit.
Conclusion
64. DTC engaged in a clear conflict of interest, and therefore, it may not receive
attorneys’ fees, and the Town would not be unjustly enriched. Summary Judgment should be
granted on this ground alone. But if the Court finds there is a genuine issue of material fact
4
See Haverhill’s Motion for Summary Judgment re Declaratory Judgment, which pages 19-24 of its
integrated memorandum of law are incorporated herein by this reference.
5
Fn 4, supra, pp. 15 – 18, which are incorporated herein by this reference.

25
regarding the conflict of interest, DTC has unclean hands and is not entitled to equitable relief.
DTC has no right to demand legal fees from Haverhill. DTC’s breach of contract counterclaim
(#1) is moot because it does not have a valid agreement, as set forth in the Town’s companion
Motion for Summary Judgment filing re Declaratory Judgment.
65. A hearing is requested on this motion.
WHEREFORE, Haverhill prays for the following relief:
1. An Order Granting its Motion for Summary Judgment.
2. Holding DTC engaged in a clear conflict of interest and therefore cannot seek
payment for legal fees under claims for breach of contract or unjust enrichment.
3. Holding the doctrine of unclean hands bars DTC’s claims for equitable relief.
4. Holding Haverhill is not unjustly enriched by not paying DTC’s invoices.
5. Holding DTC’s Breach of Contract claim is Moot because it does not have a valid
contract, as demonstrated in Counterclaim-Defendants companion Summary
Judgment Motion Re: Declaratory Judgment, as a Plaintiff.
6. Dismissing DTC’s Counterclaims against Haverhill with Prejudice.
7. Awarding attorney’s fees and costs to Haverhill for all matters related to this action.
8. For all other relief that is fair and just under the circumstances.
Respectfully submitted,
TOWN OF HAVERHILL
Dated: March 18, 2024 By its attorney,
Center Harbor, NH
/s/ Derek E. Kline
Derek E. Kline, NH Bar #20649
P.O. Box 1577
Center Harbor, NH 03226
Telephone: (603) 707-1721
Email:derekekline@gmail.com
Attorney for Town of Haverhill

26
CERTIFICATE OF SERVICE
I hereby certify that a copy of the foregoing was served on this date by Superior Court
E-Filing System to counsel for DTC.
Dated: March 18, 2024 By, /s/ Derek E. Kline

Town of Haverhill's Motion for Summary Judgment on DTC Counterclaims

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