Exterior Systems, Inc. v. Noble Composites, Inc.

In 1972, Edward Welter (defendant) founded Fabwel, Inc. (Fabwel) (defendant). Law firm Warrick & Boyn (W&B) served as counsel for Fabwel. Cynthia Gillard, an attorney at W&B, represented Fabwel in its purchase of a company owned by Larry Farver (defendant). Gillard prepared acquisition documents on behalf of Fabwel, including non-competition and non-disclosure agreements with Welter and Farver. In 1985, Welter created a benefit plan for executives at Fabwel. Gillard later drafted an amended benefit plan, which completely replaced the 1985 plan. Gillard continued to represent Fabwel in various transactions, including Fabwel’s initial public offering and purchase of other companies. In 1997, Welter sold Fabwel to Fibreboard Corporation (Fibreboard). As part of the sale, Welter and Fabwel signed an amendment to the benefit plan. Gillard represented Welter during the transaction. A new company then bought Fibreboard and merged Fabwel into Exterior Systems, Inc. (ESI) (plaintiff). In 2000, Farver resigned from ESI and formed Noble Composites, Inc. (Noble) (defendant) with several former Fabwel employees, including Welter. ESI terminated the benefit plan and ceased paying Welter. In 2001, ESI brought suit against Noble, Farver, and Welter, alleging breach of the non-competition and non-disclosure agreements. The defendants counterclaimed, alleging that ESI breached the agreements. Gillard represented Welter in the lawsuit. ESI filed a motion to disqualify Gillard as counsel for Welter.