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February 3, 2015
County Council - -,
County of Hawaii --
25 Aupuni Street, Suite 1402/2402 ?
Hilo, Hawaii 96720
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Re: Hawaii Floriculture and Nursery Association et al. vs. County of
Hawaii, Civil NO. 14 -1 -00267 BMK
Dear Councilmembers:
We represent the Plaintiffs in this case. We are writing in response to
Earthjustiee and Center for Food Safety's ( "CFS ") letter to the County Council
dated January 27, 2015. The letter contains many inaccuracies and flies in
the face of ethical considerations. We therefore urge the County to reject hiring
Earthjustice and CFS to represent the County because of the ethical violations
inherent with this representation. We highlight a few issues of particular
concern below.
Issue 1 - May CFS "represent" the County and /or Participate in the Appeal?
Answer - No.
A. CFS is not a law, firm.
Rule 6(e) of the Rules of the Hawaii Supreme Court ( "HRSC ") states that "[a]
lawyers' professional business organization shall be organized only for the
purpose of rendering legal services and services ancillary thereto." CFS'
website confirms that CFS is not a law firm. The website states:
CFS is a national non - profit public interest and environmental
advocacy organization working to protect human health and the
environment by curbing the uses of harmful food production
technologies and by promoting organic and other forms of p
Comm. No. %'
Ref. To:
Ref. Date FFS 4 2015
County Council
County of Hawaii
February 3, 2015
Page 2
sustainable agriculture. CFS also educates consumers concerning
the definition of organic food and products ...
CFS may not, therefore, represent the County. Rule 1.13(a) of the Hawaii
Rules of Professional Conduct ( "HRPC") states that "[a] lawyer employed or
retained by an organization represents the organization acting through its duly
authorized constituents." CFS's lawyers may only represent CFS.
B. CFS' Participation Would Violate Two Court Orders.
Previously, in the federal court proceeding now on appeal, the District Court
denied intervenor status to CFS. CFS may not circumvent this order by
seeking to "represent' the County. In the related state court proceeding, the
Circuit Court for the Third Circuit entered an Order that enjoins the County
from disclosing certain highly sensitive business information. CFS may not
circumvent this order by seeking to "represent" the County.
Issue 2 - Mav Earthiustice Renresent the Countv?
Answer - No
Rule 1.7(a) of the HRPC states: "a lawyer shall not represent a client if the
representation involves a concurrent conflict of interest. A concurrent conflict
of interest exists if:... 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." A concurrent conflict of interest may be undertaken if the lawyer
reasonably believes each client will be competently and diligently represented,
the representation is not prohibited by law and the representation does not
involve the assertion of claims by the concurrently represented clients against
each other." HRPC 1.7(b).
Earthjustice's proposed representation of the County is a prohibited concurrent
conflict of interest. There is, without doubt, a significant risk that its
representation of the County would be materially limited by Earthjustice's
responsibilities to CFS or other present or former clients, and /or by Mr.
Achitoff's own personal interests. No reasonable lawyer would believe the
County's interests would not inevitably be subverted to these other interests. It
bears noting that, with respect the Maui GMO ordinance, Mr. Achitoff has been
sharply critical of Maui County's litigation position, claiming the County has
violated its duties to the voters.
County Council
County of Hawaii
February 3, 2015
Page 3
It is not correct to equate the litigation positions of the County and CFS. The
County is a government entity charged with serving all citizens including those
who oppose Bill 113. As with any County law, only the County will have the
right and duty to enforce Bill 113 if it is deemed valid. No advocacy group is in
a comparable position. More critically, only the County has standing to appeal
the District Court's order invalidating Bill 113. See Hollinsworth v. Perry, 133
S. Ct. 2652, 2663 (2013) (dismissing appeal by proponents of a ballot initiative
of a decision invaliding the resulting the ordinance for lack of standing).
Earthjustice's representation of CFS in this case and the others regarding
county ordinances restricting cultivation of genetically modified crops raises an
unwaivable conflict of interest that precludes its service as counsel for the
County regarding Bill 113.
Issue 3 - May Either Earthiustice or CFS Fund the Anneal?
Answer - No.
A. A Charity's Loyalty May Not Interfere With a Representation.
Earthjustice and CFS claim their legal fees in representing the County will be
provided at no cost to the County. The cost of these legal services will be
covered by Earthjustice or CFS. HRPC 1.8(1) states: "[al lawyer shall not accept
compensation for representing a client from one other than the client unless ...
(2) there is no interference with the lawyer's independence of professional
judgment or with the client - lawyer relationship; and (3) information relating to
representation of a client is protected as required by Rule 1.6. As tax- exempt
non -profit organizations, CFS and Earthjustice owe a duty of loyalty to act in
the interest of their charities alone. See IRS Compliance Guide for 501(c)(3)
Tax- Exempt Organizations, available at www.irs.gov/pub/irs-
tegeZgovernance practices.pdf. They may not, without violating ethical rules or
threatening their tax -free status, provide free legal services to the County to
appeal the District Court's invalidation of Bill 113. No proposal has been made
or is possible for protection of confidential information to adversaries' counsel
that would result if the County were to be represented by Earthjustice or CFS.
A. The Proposed Representation Would Violate Procurement Law.
The County must comply with Haw. Rev. Stat. § 103D, the Hawaii Public
Procurement Code (the "Code "). Section 10313-304 of the Code governs
procurement of professional services. It provides, among other things, that
"[c]ontracts for professional services shall be awarded on the basis of
demonstrated competence and qualifications for the type of services required,
County Council
County of Hawaii
February 3, 2015
Page 4
and at fair and reasonable prices." § 103D- 304(a). A notice must be published
"inviting persons engaged in providing professional services which the agency
anticipates needing ... to submit current statements of qualifications and
expressions of interest." § 103D- 304(b). A selection committee designated by
the head of the County's purchasing agency "shall review and evaluate all
submissions and other pertinent information, including references and reports,
and prepare a list of qualified persons to provide these services." § 103D-
304(c). The selection criteria and their order of importance are statutorily
proscribed. § 103D- 304(e). The head of the purchasing agency or designee
"shall negotiate a contract with the first ranked person, including a rate of
compensation which is fair and reasonable, established in writing, and based
upon the estimated value, scope, complexity, and nature of the services to be
rendered." § 10313- 304(h).
These are only some of the statutory requirements that apply to the hiring of
outside counsel by the County. Each will be violated if the County accepts the
unsolicited offers of free representation by CFS or Earthjustice to represent the
County in its appeal of the District Court's invalidation of Bill 113.
B. The Counsel Seeking to Represent the County Have Improperly
Solicited Business and Made Misleading Representations.
On a final note, the County should be wary of engaging counsel who take
Hawai'i's ethical rules lightly. Certain communications by lawyers to solicit
business are prohibited in our state. HRPC Rule 7.3(a) states: "[a] lawyer shall
not by in- person, live telephone or real -time electronic contact, solicit
professional employment when a significant motive for the lawyer's doing so is
the lawyer's pecuniary gain, unless the person contacted has a family, close
personal, or prior professional relationship with the client." Someone will be
paying for the legal services that Earthjustice and CFS offer to the County for
free.
HRPC 7.1 states: "[a] lawyer shall not make a false or misleading
communication about the lawyer or the lawyer's services." On CFS's website,
the public is urged to submit a letter to the County urging acceptance of free
legal counsel from CFS and Earthjustice because "[[]heir expertise and winning
track record are unmatched in this field." A claim is false or misleading if it "is
likely to create an unjustified expectation about results the lawyer can achieve"
or "compares the lawyer's services with other lawyer's services [and cannot) be
factually substantiated." HRPC 7.1(b) -(c). These ethical violations are one
more reason the County should decline any and all offers of assistance from
CFS and Earthjustice.
County Council
County of Hawaii
February 3, 2015
Page 5
Thank you for your time and consideration to this critical matter. Please
contact me in the event that you have any questions.
Very truly yours,
Marge onst e
cc: Katherine Garson, Esq.