Contract analysis

1. Level of Generality Regarding the Conflict. I have been careful not to identify the existing client by name, not to describe the nature of the conflicting engagement, and not to reference any specific matter number or case caption. However, I would appreciate your assessment of whether the letter, as drafted, inadvertently narrows the universe of possible conflicting clients enough that a sophisticated reader — pa

2. Reference to Illinois Rules of Professional Conduct, Rule 1.7. I have included a general reference to Rule 1.7 as the ethical basis for the declination. I believe this reference is appropriate to demonstrate that the firm's decision is grounded in well-established professional-responsibility principles and is not arbitrary. However, I recognize that citing the specific rule could provide MTDC with a roadmap to cha

3. Statement Regarding Waivability. The letter states that the conflict is not waivable. I have included a brief explanation — namely, that the firm cannot reasonably conclude it could provide competent and diligent representation to both clients simultaneously — but I am concerned that this language may be viewed as too conclusory. Should we include additional explanation to support the waivability determination, or

4. Offer to Facilitate Referrals. I have offered to provide referrals to qualified alternative counsel and have stated my personal willingness to discuss referral options by telephone and in writing. I want to confirm that this offer does not create any appearance of an ongoing duty to MTDC or any form of quasi-representation that could give rise to arguments about the existence of an attorney-client relationship. Pl

5. Significance of the Declination. For context, and to underscore the importance of handling this communication with appropriate care, I note that the proposed MTDC engagement carried estimated fees in the range of $3.5 million to $5.2 million over an anticipated 18- to 24-month engagement period. The loss of this business opportunity is significant, and I want to ensure that our declination letter is drafted in a m

6. Sign-Off and Transmission Timeline. I would appreciate your sign-off at your earliest convenience. My target date for finalizing and transmitting the letter is May 17, 2024. If you anticipate needing additional time for review or if you would like to discuss any of these issues in person, please let me know and I will adjust the timeline accordingly. Thank you, Helen. I am available to discuss at any time. — Rache