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05201.23771/5426070.1

OPPOSITION TO MOTION TO DISQUALIFY
QUINN EMANUEL URQUHART & SULLIVAN, LLP
John B. Quinn (Bar No. 090378)
(johnquinn@quinnemanuel.com)
Bruce E. Van Dalsem (Bar No. 124128)
(brucevandalsem@quinnemanuel.com)
B. Dylan Proctor (Bar No. 219354)
(dylanproctor@quinnemanuel.com)
Joseph C. Sarles (Bar No. 254750)
(josephsarles@quinnemanuel.com)
865 South Figueroa Street, 10
th
Floor
Los Angeles, California 90017-2543
Telephone: (213) 443-3000
Facsimile: (213) 443-3100

Attorneys for Defendants
Snapchat, Inc., Toyopa Group, LLC,
Evan Thomas Spiegel, and Robert Cornelius
Murphy


SUPERIOR COURT OF THE STATE OF CALIFORNIA
FOR THE COUNTY OF LOS ANGELES
CENTRAL DISTRICT
FRANK REGINALD BROWN IV, an
individual,

Plaintiff,

vs.

SNAPCHAT, INC., a Delaware corporation;
TOYOPA GROUP, LLC, a California Limited
Liability Company; EVAN THOMAS
SPIEGEL, an individual; ROBERT
CORNELIUS MURPHY, an individual; and
DOES 1 through 25 inclusive,

Defendants.


CASE NO. BC501483

DEFENDANTS OPPOSITION TO
PLAINTIFFS MOTION TO
DISQUALIFY DEFENDANTS
COUNSEL;

DEFENDANTS OBJECTIONS TO
PLAINTIFFS EVIDENCE;

DECLARATION OF ANTHONY ALDEN;

DECLARATION OF ROBERT KEHR;

DECLARATION OF JOSEPH SARLES;

DECLARATION OF EVAN SPIEGEL;

COMPENDIUM OF QUINN EMANUEL
DECLARATIONS

Dept.: 50 (Hon. Conrad Aragon)
Date: August 1, 2013
Time: 8:30 a.m.

Complaint Filed: February 21, 2013


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05201.23771/5426070.1
-i-
OPPOSITION TO MOTION TO DISQUALIFY
TABLE OF CONTENTS
Page
INTRODUCTION ............................................................................................................................. 1
STATEMENT OF FACTS ................................................................................................................ 2
ARGUMENT .................................................................................................................................... 7
I. BROWNS WAIVER PRECLUDES VICARIOUS DISQUALIFICATION ...................... 8
A. A Second Waiver Is Not Required ........................................................................ 8
B. Browns Informed Written Waiver Should Be Enforced ........................................ 10
II. QUINN EMANUELS ETHICAL SCREENING PREVENTS
DISQUALIFICATION ....................................................................................................... 13
CONCLUSION ............................................................................................................................... 15

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05201.23771/5426070.1
-ii-
OPPOSITION TO MOTION TO DISQUALIFY
TABLE OF AUTHORITIES
Page
Cases
B.F. Goodrich Co. v. Formosa Plastics Corp.,
638 F. Supp. 1050 (S.D. Tex. 1986) ............................................................................................7
Barco N.V. v. Tech. Properties Ltd.,
2011 WL 841283 (N.D. Cal. Mar. 8, 2011) ...............................................................................14
Chambers v. Sup. Ct.,
121 Cal. App. 3d 893 (1981) ......................................................................................................15
In re Charlisse C.,
45 Cal. 4th 145 (2008) ................................................................................................................15
City Natl Bank v. Adams,
96 Cal. App. 4th 315 (2002) .........................................................................................................9
City of Santa Barbara v. Sup. Ct.
(2004) 122 Cal. App. 4th 17 (2004) ...........................................................................................15
Civil Service Commn v. Superior Court,
163 Cal. App. 3d 70 (1984) ..............................................................................................9, 11, 12
In re Complex Asbestos Litig.,
232 Cal. App. 3d 572 (1991) ................................................................................................13, 15
Concat LP v. Unilever PLC,
350 F. Supp. 2d 796 (N.D. Cal. 2004) .......................................................................................11
In re County of Los Angeles,
223 F.3d 990 (9th Cir. 2000) ................................................................................................14, 15
Elliott v. McFarland Unified Dist.,
165 Cal. App. 3d 562 (1985) ........................................................................................................7
Flatt v. Superior Court,
9 Cal. 4th 275 (1994) ....................................................................................................................9
Goldberg v. Warner/Chappel Music, Inc.,
125 Cal. App. 4th 752 (2005) .....................................................................................................14
Gregori v. Bank of Am.,
207 Cal. App. 3d 291 (1989) ....................................................................................................1, 7
Kirk v. First Am. Title Ins. Co.,
183 Cal. App. 4th 776 (2010) ............................................................................................. passim
Kirk v. First American Title Ins. Co.,
No. S182775, 2010 Cal. LEXIS 5771 (Cal. June 23, 2010) ................................................13, 14
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05201.23771/5426070.1
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OPPOSITION TO MOTION TO DISQUALIFY
MGM, Inc. v. Tracinda Corp.,
36 Cal. App. 4th 1832 (1995) .......................................................................................................7
In re Marriage of Zimmerman,
16 Cal. App. 4th 556 (1993) .......................................................................................................12
Maxwell v. Superior Court,
30 Cal. 3d 606 (1982) .............................................................................................................8, 13
McPhearson v. Michaels Co.,
96 Cal. App. 4th 843 (2002) .........................................................................................................7
Meza v. H. Muehlstein & Co.,
176 Cal. App. 4th 969 (2009) .....................................................................................................14
Openwave Sys. Inc. v. Myriad France S.A.S.,
2011 WL 1225978 (N.D. Cal. Mar. 31, 2011) ...........................................................................14
People v. SpeeDee Oil Change Sys., Inc,
20 Cal. 4th 1135 (1999) ................................................................................................7, 9, 12, 14
Shadow Traffic Network v. Sup. Ct.,
24 Cal. App. 4th 1067 (1994) .....................................................................................................15
Sharp v. Next Entmt, Inc.,
163 Cal. App. 4th 410 (2008) .............................................................................................8, 9, 10
Silicon Graphics, lnc. v. AT1 Technologies, Inc.,
2010 WL 3860374 (W.D. Wis. Oct. 5, 2010) ............................................................................14
UMG Recordings, Inc. v. MySpace, Inc.,
526 F. Supp. 2d 1046 (C.D.Cal. 2007) .......................................................................................15
Visa U.S.A., Inc. v. First Data Corp.,
241 F. Supp. 2d 1100 (N.D. Cal. 2003) ............................................................................. passim
Western Digital Corp. v. Sup. Ct.,
60 Cal. App. 4th 1471 (1998) .....................................................................................................15
Zador Corp. v. Kwan,
31 Cal. App. 4th 1285 (1995) .....................................................................................8, 10, 11, 12
Statutes/Rules
Model Rules of Profl Conduct R. 3-310 ...........................................................................................8
Model Rules of Profl Conduct R. 3-310(C)(2) .................................................................................8
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05201.23771/5426070.1
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OPPOSITION TO MOTION TO DISQUALIFY
Introduction
In this lawsuit, plaintiff Frank Reginald Brown IV (Brown) seeks to enforce an alleged
oral partnership agreement to obtain a one-third ownership interest in Snapchat, Inc., a business he
claims is worth hundreds of millions of dollars. Although his own testimony and writings prove
that Browns claim of oral partnership is a recent fabrication, there is one agreement in this case
that is undeniable: when Brown was interviewing lawyers, Quinn Emanuel would not speak to
him unless and until he signed the Quinn Emanuel Matter Assessment and Waiver Agreement (the
Waiver). Far from downplaying the Waiver as Brown claims, the only Quinn Emanuel
lawyer to whom Brown ever spoke, Anthony Alden, advised him to seek independent counsel
before signing the Waiver and offered to locate such counsel. Brown chose to sign the Waiver,
and promised in it that he would not seek to disqualify Quinn Emanuel should the firm turn down
his case and subsequently represent an adverse party. After Brown signed the Waiver, he spoke to
Alden for 30 minutes. After exchanging some emails, Alden then declined the representation
without reviewing any confidential documents or engaging in any case analysis. Later, when
defendants retained Quinn Emanuel after Brown filed suit, the firm immediately established an
ethical wall screening Alden from the matter, and that wall has been faithfully observed. Brown
knows all of this, and yet he filed this motion anyway.
Disqualification motions are strongly disfavored and subject to particularly strict
judicial scrutiny because they can be brought for tactical advantage, and not out of any genuine
concern for ethics. Visa U.S.A., Inc. v. First Data Corp., 241 F. Supp. 2d 1100, 1104 (N.D. Cal.
2003) (citing Gregori v. Bank of Am., 207 Cal.App.3d 291, 30001 (1989)) (see Mot. at 12,
relying on Visa). Browns motion exemplifies a purely tactical one. There is no suggestion that
Brown, a Stanford graduate who has applied to law schools and worked in a state Attorney
Generals office, did not understand what he was agreeing to in the Waiver. There is no
suggestion, anywhere, that any of Browns confidential information has actually been shared with
the attorneys representing defendants, or that Quinn Emanuel has behaved unethically. Quinn
Emanuel and Browns counsel have a longstanding relationship as former colleagues (their firm
was founded by former Quinn Emanuel associates), co-counsel in other cases, and friendsand
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05201.23771/5426070.1
-2-
OPPOSITION TO MOTION TO DISQUALIFY
Quinn Emanuel referred this very case to Browns counsel. Browns lawyers know that Quinn
Emanuel would never make inappropriate use of Browns confidential information. Their effort to
disqualify the firm is thus a tactical effort to knock out defendants counsel of choicenot out of
concern for actual impropriety, but in an effort to obtain a litigation advantage.
Browns Waiver is enforceable and applies precisely to the facts present, and Alden was
timely walled through a rigorous ethical screen. Brown cites no authority ordering vicarious
disqualification of an entire firm despite such a waiver and screening. In fact, he ignores the
ethical screening entirely, and fails to cite the Second Districts controlling opinion in Kirk v. First
Am. Title Ins. Co., 183 Cal.App.4th 776 (2010), which holds that such screening prevents
vicarious disqualification. Browns tactical disqualification motion should be denied.
1

Statement of Facts
Background of the Dispute. Brown filed this case in February 2013, claiming that in
April 2011 he entered into an oral partnership agreement with defendants Evan Spiegel and Bobby
Murphy to develop and co-own a smartphone application for disappearing messages. While
Brown wanted equity in the business that owned the application, the evidence proves Brown knew
the application was owned by Toyopa Group, LLC (Toyopa), and that Brown knew Toyopa was
a preexisting company owned by Spiegel and Murphy.
2
In 2011, Brown was assisting the pair by
completing what he described as discrete tasks. When he learned that Spiegel and Murphy

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Defendants concurrently submit the declaration of Robert Kehr, a distinguished ethics
expert who has served as Chair of the State Bar of Californias Committee on Professional
Responsibility and Chair of the Los Angeles County Bar Associations Professional Responsibility
and Ethics Committee. Mr. Kehr opines that the Waiver is ethically proper and consistent with
California law, and that even without the Waiver, Quinn Emanuels screening independently
satisfied the obligation to protect Browns confidential information.
2
As of April 2011, Spiegel and Murphy had already worked on several start-up projects as
co-owners of a company called Future Freshman, LLC, which Spiegel and Murphy had formed in
2010. Brown knew that Future Freshman LLC was owned solely by Spiegel and Murphy, and not
him. Brown Depo. at 411:16-412:5 (Sarles Decl., Ex. D); see also Sarles Decl Ex. B (Brown
notes). Future Freshman LLC was re-named as defendant Toyopa Group LLC, and Brown knew
that Toyopa, like its predecessor, was owned solely by Spiegel and Murphy, and not him. Brown
Depo at 54:9-56:18 (Sarles Decl., Ex. D). Most importantly, Brown knew that Toyopa owned the
rights to the disappearing messages application that Brown claims he, Spiegel and Murphy agreed
to co-own. Id. at 231:16-232:9; see also Sarles Decl., Ex. C (Brown-authored press releases).
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05201.23771/5426070.1
-3-
OPPOSITION TO MOTION TO DISQUALIFY
intended to replace him because his efforts were not helpful, he embarked on a scheme to claim
ownership in Murphys inventions, thereby obtaining some claim to the application.
3

Specifically, Spiegel had asked Brown if he would help out by drafting and submitting a
provisional patent application for a very specific process that Murphy had invented regarding
screen capture detection. Brown said he would, received from Murphy a document showing the
specific steps required to reproduce the process, and stated he would file the application on behalf
of Toyopa. Brown then created a customer account for Toyopa with the PTO and told Spiegel and
Murphy that he would use this account for the patent application. Sarles Decl., Ex. E. Knowing
he had no agreement to share in the equity of Toyopa, and having noted to himself lawsuit
possible, Brown sought to hijack ownership rights he knew he did not possess by secretly filing
an application that (1) claimed the entirety of the disappearing messages application, not just the
screen capture detection technology; (2) listed himself as an inventor; and (3) listed Browns
personal South Carolina address as the contact information, and did not use the Toyopa customer
account or list that entity as the applicant. Sarles Decl., Ex. F. Brown then told Spiegel and
Murphy he had filed the application, but refused to provide a copy of it. Sarles Decl., Ex. G. It
was only after Spiegel raised questions about this patent application during an August 16, 2011
telephone callafter Brown had secured, or so he thought, ownership rights that he did not
possess by filing for a patent in his own namethat Brown first demanded equity. Murphy Depo.
at 118:23-122:14 (Sarles Decl., Ex. H). No agreement was reached, and Spiegel and Murphy
excluded Brown from further involvement due to his duplicity.
4

Brown went on his way and defendants heard nothing from him until the press reported that
Snapchat had obtained its first debt financing in May 2012. Sensing an opportunity, Brown

3
When Brown overheard Spiegel and Murphy discussing the quality of Browns work and
their intention to replace him, he made notes to himself, stating he did so to protect myself.
Brown Depo. at 409:15-410:5 (Sarles Decl., Ex. D). Browns notes reflect his knowledge that
Future Freshman LLC was owned 60/40 by Spiegel and Murphy and recite Browns claimed
contributions to the project (Initial idea, Picaboo name, and Ghost design). Brown then
wrote: California law. Lawsuit is possible. Sarles Decl., Ex. B. Absent is any claim that the
parties had previously reached an oral partnership agreement.
4
Defendants first obtained a copy of the application that Brown filed in discovery after he
filed this action. It is attached to the Sarles Declaration as Exhibit F.
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OPPOSITION TO MOTION TO DISQUALIFY
reemerged, making financial demands. If the trio had indeed struck an oral partnership agreement
for equal one-third ownership as Brown now claims, one would assume that Brown would have
based his monetary demands on a claim that defendants breached that agreement. But Brown did
nothing of the sort. Instead, he admitted that no agreement for equity participation by him had
been reached (our subsequent equity discussions unfortunately broke down), admitted that his
role in the project was not equal to that of Spiegel and Murphy (As I expressed to Bobby this past
summer, I understood both then and currently that my role in the process was of a different nature
and was thus willing to accept a significantly less portion of equity than either of you), but
claimed that due to the provisional patent application that Brown had wrongfully hijacked, I
still currently own a third of SnapChats IP. Sarles Decl., Ex. A.
Browns May 2012 email made no reference whatsoever to what he now claims to be the
clear and unequivocal oral partnership agreement upon which he filed this lawsuit. The reason is
simple: Brown made up that claim later, presumably after he realized that the provisional patent
application he had filed was worthless.
Brown Approaches Quinn Emanuel. In his May 2012 email to Spiegel, Brown claimed
he had already spoken to several intellectual property attorneys, Sarles Decl., Ex. A, and Brown
testified that before he filed suit he contacted a Stanford law school professor, a separate attorney
at Morrison & Foerster, and attorneys at Kirkland & Ellis. Brown Depo. at 25:14-31:11, 31:18-23
(Sarles Decl., Ex. D). In addition to these attorneys, Brown approached Quinn Emanuel about
taking his case.
Anthony Alden, the only Quinn Emanuel attorney with whom Brown spoke, would not
discuss the substance of the matter before Brown signed the Waiver. Alden Decl. at 5-7 ; see
also Brown Decl., 6 and Ex. B (partially executed version); Van Dalsem Decl. Ex. B (fully
executed version). Alden refused such pre-waiver discussions to ensure that if the firm declined
Browns case, it would not later be subject to disqualification if it took on the representation of an
adverse party, which is precisely what the Waiver provides:
Whereas, Quinn Emanuel is willing to discuss with Client Prospect the nature of the
Matter to assess the Matter and determine its interest in representing Client Prospect
with respect to the Matter, but wants to avoid the prospect that in doing so, should it
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05201.23771/5426070.1
-5-
OPPOSITION TO MOTION TO DISQUALIFY
decide not to take on Client Prospects representation with respect to the Matter, that
Quinn Emanuel would be conflicted from representing past, current or future Quinn
Emanuel clients in any litigation brought by Client Prospect, including but not limited
to the Matter;
Whereas, Client Prospect is willing and has agreed to allow Quinn Emanuel to gain
information about the Matter . . . and to allow Quinn Emanuel, under the conditions
specified in this Agreement, to be adverse to Client Prospect should Quinn Emanuel
decide not to accept the representation of Client Prospect regarding the Matter. . . .
5. Should Quinn Emanuel decide not to represent Client Prospect with respect to the
Matter, Quinn Emanuel may represent any entity . . . with respect to any matter or
case that is adverse to Client Prospect . . . including the Matter. . . .
Van Dalsem Decl., Ex. B (emphasis added). Brown acknowledged that he understands that this
Agreement may materially affect his legal rights, and has been advised by his own counsel as well
as Quinn Emanuel to seek counsel with respect to this Agreement before signing it, and that he
is or may be waiving and relinquishing certain rights to disqualify Quinn Emanuel from further
representation adverse to Client Prospect. Id.
5

Brown attempts to downplay the Waiver by quoting portions of Aldens explanatory email
to him, without attaching that email. See Brown Decl., 6. In fact, Alden sent a detailed email
explaining the purpose and meaning of the agreement, inviting further discussion, and offering to
locate separate counsel to advise Brown about it:
Ive attached a waiver agreement Id like you to sign. Because we get many calls
from different people interested in bringing lawsuits, many of which we do not take
on, we need to ensure that our discussions with potential clients do not result in us
being conflicted from acting for others down the road. In essence, this agreement
provides that if we do not end up representing you in this matter, you cannot
disqualify us in the (unlikely) event were hired to act against you in the future. The
likelihood of this ever happening is small, but its a precaution we need to take. If
you have any questions, Id be happy to discuss them tomorrow or I can refer you to
another lawyer who could go over it with you.
See Alden Decl., Ex. A.
6
Browns motion misleadingly quotes his testimony that he signed an
engagement letter with Quinn Emanuel (Mot. at 5), but no such letter or agreement exists. The

5
Browns initial, unsolicited email to Alden and others is not alleged as and could not be a
basis for disqualification. See, e.g., San Diego County Bar Assn Ethics Opinion 2006-1,
available at http://www.sdcba.org/index.cfm?Pg=ethicsopinion06-1 (lawyer owes no duty of
confidentiality regarding information disclosed in an unsolicited email).
6
Because Brown selectively quoted this email in the Motion, defendants informed plaintiff
that any potential claim of privilege was waived. Browns counsel then agreed that defendants
could review the email and submit it with this opposition. Van Dalsem Decl., 6.
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05201.23771/5426070.1
-6-
OPPOSITION TO MOTION TO DISQUALIFY
only document Brown ever signed was the Waiver, and it expressly disclaims an attorney-client
relationship, stating the firms assessment shall not reflect that Quinn Emanuel has elected to
represent Client Prospect with respect to the Matter. Van Dalsem Decl., Ex. B, at 3.
Quinn Emanuel Declines Browns Case. After Brown signed the Waiver, Brown had a
20-30 minute conversation with Alden on November 2, 2013. See Alden Decl., 13. Other than
the initial phone call and this conversation, Brown never spoke with anyone at Quinn Emanuel
again. Alden Decl., 15. Alden and Brown then exchanged several emails, but they contain no
discussion of important or strategic issues, no suggestions, and no legal advice related to Mr.
Browns dispute. Alden Decl., 17. Brown sent documents to Alden, but Alden never opened
or accessed them in any way, and returned the hard copy documents to Brown unopened. Id. at
19-23. While Brown states that he engaged in two months of discussions with Alden (Mot. at
10 n.6), Alden spent a total of less than one hour speaking with Brown and evaluating his matter
before he declined the case. Id. at 27.
Quinn Emanuel Establishes An Ethical Screen. On April 23, 2013, defendants hired
Quinn Emanuel, confirmed in a written retainer agreement of the same date. Van Dalsem Decl.,
2. On the same day, Quinn Emanuel screened Alden from this matter. Id. at 3. All Quinn
Emanuel personnel received, via email, an Ethical Screening Memorandum setting out rigorous
procedures by which Alden was to be ethically screened. Id. at Ex. A. These included instructions
to all personnel of the firm not to discuss or share with Alden any information or materials that
relate in any way to the Snapchat Matter and not to seek to obtain, directly or indirectly, any
information from Alden relating to the Snapchat Matter, instructions to Alden not to discuss with
anyone in the Firm any aspect of the Snapchat Matter, or to seek any information in the Firms
possession concerning such matters and not to bring any documents or other materials to the
Firm containing any information relating to the Snapchat Matter, and instructions to all file
keeper personnel to not allow Alden access to any file materials related to the Snapchat Matter.
Id. In addition, [a]ccess to the Snapchat Matter on the firms computer system will be restricted
to those members of the firm working on the matter. Id. All Quinn Emanuel attorneys working
on this matter have complied with this memorandum at all times, and none of them has received
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05201.23771/5426070.1
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OPPOSITION TO MOTION TO DISQUALIFY
Browns confidential information. See Compendium of Quinn Emanuel Declarations. Alden will
not share in any of the fees related to this matter. Quinn Decl., 4.
Quinn Emanuel informed Browns counsel that Alden had been screened. Van Dalsem
Decl., 7. Brown nonetheless ignores Quinn Emanuels ethical screen in the Motion.
7

Argument
The party moving to disqualify has the burden of proving by competent evidence that
disqualification is required. See Elliott v. McFarland Unified Sch. Dist., 165 Cal.App.3d 562, 572
(1985). Motions to disqualify counsel are strongly disfavored . . . [and] should be subjected to
particularly strict judicial scrutiny. Visa, 241 F. Supp. 2d at 1104 (quotations omitted). They
often pose the very threat to the integrity of the judicial process that they purport to prevent,
Gregori, 207 Cal.App.3d at 300-01, and are often used as a tactical device to delay litigation.
MGM, Inc. v. Tracinda Corp., 36 Cal.App.4th 1832, 1847 (1995).
[D]isqualification usually imposes a substantial hardship on the disqualified attorneys
innocent client, who must bear the monetary and other costs of finding a replacement. A client
deprived of the attorney of his choice suffers a particularly heavy penalty where . . . his attorney is
highly skilled in the relevant area of the law. McPhearson v. Michaels Co., 96 Cal.App.4th 843,
849 (2002) (quoting Gregori, 207 Cal.App.3d at 300). Such is the case here. See Spiegel Decl.
The concerns are even greater where a potential client such as Brownwho sought out numerous
lawyers and law firmsuses preliminary discussions to seek to disqualify his opponents counsel.
See B.F. Goodrich Co. v. Formosa Plastics Corp., 638 F. Supp. 1050, 1055 (S.D. Tex. 1986)
([D]isqualifying all the lawyers interviewed by a company for prospective employment would
itself undermine the publics confidence in the judicial process.). Vicarious disqualification is
decided on a case-by-case basis (Kirk, 183 Cal.App.4th at 793-94), and the Court must ensure that

7
This is not the first time that Brown has threatened disqualification in this case. Brown also
accused defendants former counselCooley LLPof being conflicted. See 4/29/13 Ltr. from R.
Mandlekar, at p. 5 (Sarles Decl., Ex. I). Brown asserted at that time that because he claims to be a
shareholder of Snapchat, Inc., Cooley LLP would appear to owe a fiduciary duty to Plaintiff
and Brown intended to conduct discovery into that issue. Id.
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OPPOSITION TO MOTION TO DISQUALIFY
literalism does not deny the parties substantial justice. People v. SpeeDee Oil Change Sys., Inc,
20 Cal.4th 1135, 1144 (1999).
I. BROWNS WAIVER PRECLUDES VICARIOUS DISQUALIFICATION
Before Alden ever spoke to Brown, Brown signed the Waiver which (1) expressly
contemplated the possibility that Quinn Emanuel would take on the representation of the
defendants in the matter under discussion, if the firm declined to represent Brown, and
(2) unequivocally waived any right to seek disqualification on that basis. Brown does not deny
that in the Waiver he waived the right to bring the very disqualification motion he has now
brought. Instead, Brown argues his waiver is unenforceable because (1) Quinn Emanuel was
required to get a second waiver once it determined to represent the defendants, and (2) the
agreement is unenforceable under the factors set forth in Visa. Brown in wrong. California courts
consistently enforce prospective waivers of conflicts. See, e.g., Maxwell v. Superior Court, 30
Cal.3d 606 (1982); Zador Corp. v. Kwan, 31 Cal.App.4th 1285 (1995) (reversing disqualification
order in light of prospective waiver); Sharp v. Next Entmt, Inc., 163 Cal.App.4th 410 (2008)
(affirming denial of disqualification based on prospective waiver); see also Visa, 241 F. Supp. 2d
at 1105-10 (enforcing prospective waiver). This Court should do the same.
A. A Second Waiver Is Not Required
Brown argues (Mot. 11-12) that his prospective waiver is unenforceable because a second
waiver is required under applicable ethical rules once a potential conflict ripens into an actual
one. Mot. at 2, 11-12. But Brown bases this argument on a Rule that does not apply, and no
authority supports requiring a second waiver in the context here.
Brown cites the drafters notes to Rule 3-310(C)(2) of the Rules of Professional Conduct,
which state that further informed written consent may be needed once a potential adversity
between jointly-represented clients becomes actual. Mot. at 12. This Rule, however, applies only
to the simultaneous representation of parties in the same action. Visa, 241 F. Supp. 2d at 1104 n.4
(emphasis added); see Sharp, 163 Cal.App.4th at 429 (rule applies when an attorney concurrently
represents more than one client in a matter in which there is an actual conflict) (emphasis added);
Rule 3-310 Discussion (subparagraph (C)(2) applies to concurrent representation of multiple
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OPPOSITION TO MOTION TO DISQUALIFY
parties in litigation or in a single transaction or in some other common enterprise or legal
relationship) (emphasis added). This Rule thus has no application here, where Alden declined to
represent Brown long before the defendants engaged Quinn Emanuel.
8
See Kehr Decl., at 7-8.
This distinction is critical, and Browns failure to recognize it infects his entire motion with
error. When a case involves conflicts of interests arising from concurrent representations, . . .
courts focus on the attorneys duty of loyalty, and [w]here an attorney concurrently represents
clients with directly adverse interests, in the same or wholly unrelated matters, the duty of loyalty
requires disqualification in all but few instances. Sharp, 163 Cal.App.4th at 428 (emphasis
added). But only the duty of confidentiality could even arguably be at issue here. Quinn Emanuel
never represented Brown, it does not represent him now, and it has no divided loyalty. See
Speedee Oil, 20 Cal.4th at 1147, 1151-52 (see Mot. at 8-9) (termination of firms services to one of
two adverse parties effectively ended the risk of divided loyalty); Flatt v. Superior Court, 9
Cal.4th 275, 283-84 (1994) (see Mot. at 10) (Where the potential conflict is one that arises from
the successive representation of clients with potentially adverse interests, the courts have
recognized that the chief fiduciary value jeopardized is that of client confidentiality. . . . The
primary value at stake in cases of simultaneous or dual representation is the attorneys duty and the
clients legitimate expectation-of loyalty, rather than confidentiality.) (italics in original).
Browns failure to recognize these distinctions renders his authorities inapt, as virtually all
involve simultaneous representation of adverse clients, or a single lawyer representing both sides
in a disputeneither of which is true here. Speedee Oil, 20 Cal.4th. at 1151 (during overlapping
periods of time, the Shapiro firm and Disner [an attorney of counsel to the Shapiro firm] obtained
material confidential information from parties on opposite sides of the same litigation. (emphasis
added)); Flatt, 9 Cal.4th at 284 (considering duty of loyalty); Civ. Serv. Commn v. Superior
Court, 163 Cal.App.3d 70, 81-82 (1984) (Mot. at 9) (county counsel who actively represented one
party switched to representing the adverse party); City Natl Bank v. Adams, 96 Cal.App.4th 315,

8
Brown concedes this case involves, at most, successive representation. Mot. at 14.
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329-30 (2002) (Mot. at 9) (single attorney who actively represented plaintiff switched to
representing defendant in the same matter).
Brown cites no on-point authority that supports his second waiver argument. The Visa
decision that Brown cites enforced a prospective waiver even though there was no second
waiverand even though the law firm in that case brought a substantial case against its own client
at the same time that it was representing that client pursuant to the waiver agreement. 241 F. Supp.
2d at 1102-03. Likewise, Zador reversed an order disqualifying counsel and ordered a prospective
waiver enforced. See Zador, 37 Cal.Rptr.2d at 764.
9
Brown cites a 1989 opinion from the
Standing Committee on Professional Responsibility, but far from always requiring a second
waiver, that opinion recognized that a prospective waiver may be enforceable even where it allows
an attorney, in a joint-representation case, to use otherwise confidential information against his
own former client. See Formal Opinion 1989-115. And the Second Districts recent opinion in
Sharp, which Brown overlooks, also upheld a denial of disqualification based on a prospective
waiver without requiring any second waiver. 163 Cal.App.4th at 431.
10

B. Browns Informed Written Waiver Should Be Enforced
As Visa explained, the only inquiry that need be made, when addressing a prospective
waiver, is whether the waiver was fully informed. Visa, 241 F. Supp. 2d at 1104. A prospective
waiver need not specifically state the exact nature of the future conflict, id., and California law
does not require that every possible consequence of a conflict be disclosed for a consent to be
valid. Zador, 31 Cal.App.4th at 1301. Brown argues (Mot. at 13-15) that the Waiver was not
informed under Visa, but this is incorrect. The Visa factors all favor enforcing the Waiver.
Breadth of the Waiver. Brown ignores the first Visa factor (241 F. Supp. 2d at 1106)
because the Waiver is narrow in scope. It only applies should Quinn Emanuel decide not to

9
While Zador noted that the waiving party there reaffirmed his waiver at one point, Zador
does not in fact require a second consent by a waiving party . . . . Visa, 241 F. Supp. 2d at 1105.
10
As a practical matter, accepting Browns second waiver argument would mean that
prospective waivers are never enforceable, which plainly is not the law. If Quinn Emanuel had
sought a second waiver from Brown after it declined to represent him and took on the
representation of defendants, he obviously would have said no, thus rendering the promises he
made in the initial Waiver, which the firm relied on in agreeing to speak with him, illusory.
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OPPOSITION TO MOTION TO DISQUALIFY
accept the representation of Client Prospect regarding the Matter, and therefore only applies to the
limited discussions between the firm and a prospective client who the firm decides not to
represent. The Waiver also requires that Browns confidential information not be used against him
in any way. No case Brown cites involves such a narrow and specific waiver. The Waiver is
narrower than other prospective waivers that have been upheld by courts. See, e.g., Zador, 31
Cal.App.4th at 1303 (waiver did not require ethical wall and contained no restriction on use of
former clients confidential information); Visa, 241 F. Supp. 2d at 1103-04 (waiver required
ethical wall but applied to simultaneous and ongoing representations). The advance waiver
agreements commonly used by large law firms are also much broader in scope. Kehr Decl. at 10.
Temporal Scope. The second Visa factor favors enforcement here because the Waiver
applies only to a narrow window of time: discussions with Brown about potential representation
before there is any engagement. Brown cites Concat LP v. Unilever PLC, 350 F. Supp. 2d 796
(N.D. Cal. 2004)the only case he cites that granted disqualification notwithstanding a waiver
but that case involved simultaneous, ongoing representation, and an unlimited time frame during
which the representations would continue. See id. at 819-20.
Quality of Conflict Discussion. Brown selectively quotes from Aldens explanatory
email, Mot. at 14, which defendants submit in its entirety. Alden Decl., Ex. A. In this email,
Alden explains the purpose and meaning of the Agreement, offers to discuss it further, explains
that signing would relinquish Browns right to seek to disqualify the firm if it were later hired by
adverse parties, and offers to locate independent counsel for Brown to assess the Agreement. Id.
By contrast, in Concatthe only case Brown citesthere was no evidence of any discussion of
the waiver. 350 F. Supp. 2d at 820.
Specificity of the Waiver. This factor weighs in favor of enforcement for similar reasons.
The Waiver details a narrow and specific situation in which it applies: only if the firm declines
representationand thus only in the event the firm possesses the inherently limited information
provided by a prospective client as to whom there is never any engagementand even then, only
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OPPOSITION TO MOTION TO DISQUALIFY
if the firm screens the affected attorney.
11
Brown claims the agreement is insufficiently specific
because it did not identify all the parties he was considering suing, such as Benchmark Capital.
But Brown was expressly responsible for identifying potential adverse parties and apparently
never identified Benchmark, and for good reason: Benchmark first provided funding to Snapchat
more than a year after Brown was expelled from the project. Alden Decl., 21. Even today,
Brown and his lawyers have not named Benchmark as a defendant.
12

The Nature of the Conflict. The conflict at issue is extremely limited. It does not involve
a simultaneous representation. Contrary to Browns argument (Mot. at 14), it also does not
involve side-switching, for no one at Quinn Emanuel ever actually represented Brown, and
Alden does not represent defendants.
13
As Speedee Oil made clear, it is only when a firm
simultaneously represents clients who have conflicting interests [that] a more stringent per se rule
of disqualification applies. 20 Cal.4th at 1147. Zador also makes clear that a prospective waiver
that allows an attorney to become adverse to his own former client is enforceable. 31 Cal.App.4th

11
Brown cites Civil Serv. Commn, but that case did not involve a waiver agreement at all.
Rather, in a case involving simultaneous representation of a County and an independent
Commission affiliated with the County, the County claimed waiver by virtue of an administrative
policy that, by its terms, could in no way be stretched to approve county counsels
representations of the County in litigation against the Commission, as has occurred here. 163
Cal.App.3d at 83.
12
Brown argues that Alden should not have considered taking his case while Quinn Emanuel
was representing Benchmark in a separate, unrelated matter. This is perplexing, for Browns
claim that Quinn Emanuel never should have consulted with Brown in the first place has no
bearing on whether Browns transmittal of alleged confidential information to Alden requires
vicarious disqualification. In any event, Brown identified the potentially adverse parties for Quinn
Emanuels conflict check, and expressly acknowledged in the Waiver that he has provided to
Quinn Emanuel a list of all potential defendants of the Matter, which apparently did not include
Benchmark. Van Dalsem Decl., Ex. B.
13
Brown expressly agreed in the Waiver that there was no attorney-client relationship, see
Van Dalsem Decl., Ex. B at 3 (The fact that Quinn Emanuel engages in any of these activities, or
any other action, shall not reflect that Quinn Emanuel has elected to represent Client Prospect
with respect to the Matter.), and Brown does not even allege that he actually relied on Alden for
advice. See Kirk, 183 Cal.App.4th at 800 n.20 (distinguishing an attorney who had a brief
preliminary meeting with counsel for the first client and an attorney who was actively involved
with the first clients representation); In re Marriage of Zimmerman, 16 Cal. App. 4th 556, 564
(1993) (Here, appellant was never represented by Gack in this action; she merely engaged in a
preliminary consultation with him.). Moreover, that Alden has been thoroughly screened from
this matter distinguishes Browns side-switching authorities. See supra at 8-9; see also Kehr
Decl. at 2-5, 11-12.
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OPPOSITION TO MOTION TO DISQUALIFY
at 1290-91, 1300-01 (reversing disqualification order where attorney relied on prospective waiver
to terminate representation of client and bring suit against him on behalf of another client).
Interests of Justice. For the reasons above, the interests of justice weigh against
disqualification. Brown cites In re Complex Asbestos Litig., 232 Cal.App.3d 572 (1991) (Mot. at
15), but that case involved neither of the critical issues here: client consent and ethical screening.
Indeed, the court expressly held that either of those factors would tip the scales against
disqualification. See id. at 580 (We hold that disqualification is appropriate unless there is
written consent or the law firm has effectively screened the employee . . . .) (emphasis added).
Client Sophistication. Brown cites no case finding a waiving party insufficiently
sophisticated. The Supreme Court upheld a prospective waiver by an indigent criminal defendant
who sold his attorneys the literary rights to his life story, finding it sufficient that he understood
the agreement and suffered from neither mental nor emotional incapacity. See Maxwell, 30
Cal.3d at 606, 621. Brown is a Stanford graduate who majored in English, worked at a state
Attorney Generals office and consulted with numerous lawyers before Alden. Brown Depo. at
13:2-15:7; 25:14-31:11, 31:18-23 (Sarles Decl., Ex. D). Alden expressly offered to locate separate
counsel for Brown, and Brown does not claim he failed to grasp what he was waiving. Brown
cannot avoid his express waiver by professing a lack of sophistication.
II. QUINN EMANUELS ETHICAL SCREENING PREVENTS DISQUALIFICATION
Brown argues that Quinn Emanuel as a whole is subject to vicarious, mandatory dis-
qualification in light of Aldens acquisition of confidential information (Mot. at 11), but fails to
cite a recent, controlling decision by the Second District which holds the oppositethat
automatic disqualification is not required, and that, instead, there is a rebuttable presumption that
that the attorneys knowledge of client confidences is imputed to the firm, which can be refuted by
evidence that the law firm adequately screened the attorney from the others at the firm rep-
resenting the adverse party. Kirk v. First Am. Title Ins. Co., 183 Cal.App.4th 776 (2010)
(emphasis in original). The Supreme Court denied review of Kirk, and denied a request to de-
publish it. Kirk v. First Am. Title Ins. Co., No. S182775, 2010 Cal. LEXIS 5771 (Cal. June 23,
2010).
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OPPOSITION TO MOTION TO DISQUALIFY
Kirk, like here, involved a prospective client whom the tainted attorney never represented.
Counsel for plaintiffs solicited an attorneys services as a consultant, and disclosed confidential
information in the process. Id. at 786. The attorney declined and later joined a private law firm.
Id. at 787. Plaintiffs counsel then solicited the attorneys services again, and again gave him
confidential documents. Id. The attorney again declined and stated that he had deleted the
documents because his law firm represented the defendant in the same actions. Id. Although the
tainted lawyer had acquired the opposing partys confidential information about the same case, the
court held that vicarious disqualification of the firm was not automatic and could be rebutted by
proper ethical screening measureseven absent any waiver by the plaintiffs. Id. at 814. Since
Kirk, courts consistently deny vicarious disqualification motions where ethical walls are in place.
See Openwave Sys. Inc. v. Myriad France S.A.S., 2011 WL 1225978 (N.D. Cal. Mar. 31, 2011)
(denying disqualification motion based on ethical wall, citing Kirk); Barco N.V. v. Tech.
Properties Ltd., 2011 WL 841283 (N.D. Cal. Mar. 8, 2011) (same); Silicon Graphics, lnc. v. AT1
Technologies, Inc., 2010 WL 3860374 (W.D. Wis. Oct. 5, 2010) (same).
Brown relies on Meza v. H. Muehlstein & Co., 176 Cal.App.4th 969 (2009) and Goldberg
v. Warner/Chappel Music, Inc., 125 Cal.App.4th 752 (2005) in arguing for mandatory vicarious
disqualification (Mot. at 11), but Kirk itself distinguished those cases. 183 Cal.App.4th at 800,
814. As Kirk explained, it has never been the law in California that vicarious disqualification is
per se required when an attorney obtains confidential information. Id. at 799-801. Brown also
omits that Goldberg rejected mandatory disqualification and denied disqualification because the
attorney showed that there was no opportunity for confidential information to be divulged. 125
Cal.App.4th at 759-760. And Kirk clarified that in Meza, [a]lthough we stated that an ethical wall
will generally not preclude disqualification, we did not address in what circumstances an ethical
wall may preclude disqualification, or whether the presumption can ever be rebutted. 183
Cal.App.4th at 800 (emphasis in original). SpeeDee Oil, on which Brown also relies, discussed
without criticism cases holding that ethical screening prevented disqualification as to successive
conflicting representations in substantially related matters, 20 Cal. 4th at 1151-52, and courts
recognized even before Kirk that SpeeDee Oil sen[t] a signal that the California Supreme Court
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OPPOSITION TO MOTION TO DISQUALIFY
may well adopt a more flexible approach to vicarious disqualification. In re County of Los
Angeles, 223 F.3d 990, 995 (9th Cir. 2000); see also UMG Recordings, Inc. v. MySpace, Inc., 526
F.Supp.2d 1046, 1060-66 (C.D.Cal. 2007) (relying on ethical wall in denying disqualification).
14

As required by Kirk, Quinn Emanuel impose[d] screening measures when the conflict first
ar[ose]. Kirk, 183 Cal.App.4th at 810. Although Kirk disclaimed any list of features required for
a proper ethical screen, the measures that Quinn Emanuel undertook comply with the features
identified in Kirk. Compare Van Dalsem Decl., 3; Quinn Decl., 4, and Eskanos Decl. 3-4,
with Kirk, 183 Cal.App.4th at 810-11; 814 ((1) physical, geographic and departmental separation
of attorneys, and staff; (2) prohibitions against and sanctions for discussing confidential matters;
(3) established rules and procedures for preventing access to confidential information and the files;
(4) procedures preventing a disqualified attorney from sharing in the profits from the
representation; and (5) continuing education in professional responsibility.). Quinn Emanuels
screening rebuts the presumption that Browns confidential information has been shared with
attorneys representing defendants, and disqualification is thus improper even putting Browns
express, written waiver aside.
Conclusion
For the forgoing reasons, defendants submit that the Motion should be denied.
DATED: July 19, 2013 QUINN EMANUEL URQUHART &
SULLIVAN, LLP


By

Bruce E. Van Dalsem
Attorneys for Defendants


14
Courts also recognized even before Kirk that screening can protect against the presumption
of shared confidences when hiring former government lawyers, Chambers v. Sup. Ct., 121
Cal.App.3d 893 (1981); private lawyers joining a government office, City of Santa Barbara v.
Sup. Ct., 122 Cal.App.4th 17 (2004); an opposing counsels former paralegal or secretary, In re
Complex Asbestos Litig., 232 Cal.App.3d 572 (1991); or an expert previously consulted by the
other side, Shadow Traffic Network v. Sup. Ct., 24 Cal.App.4th 1067, 1086-87 n. 13 (1994);
Western Digital Corp. v. Sup. Ct., 60 Cal.App.4th 1471 (1998). More recently, the Supreme Court
held that the existence of an effective ethical wall would avoid vicarious disqualification of a
publicly-funded law firm. In re Charlisse C., 45 Cal.4th 145, 162-68 (2008).
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QUINN EMANUEL URQUHART & SULLIVAN, LLP
John B. Quinn (Bar No. 090378)
(j ohnquinn@quinnemanuel. com)
Bruce E. Van Dalsem (Bar No. 124128)
(brucevandalsem@quinnemanuel.com)
B. Dylan Proctor (Bar No. 219354)
(dylanpro ctor@quinnemanuel. com)
Joseph C. Sarles (Bar No. 254750)
(j osephsarles@quinnemanuel. com)
865 South Figueroa Street, 10 th Floor
Los Angeles, California 90017-2543
Telephone: (213) 443-3000
Facsimile: (213) 443-3100
Attorneys for Defendants
Snapchat, Inc., Toyopa Group, LLC,
Evan Thomas Spiegel, and Robert Cornelius
Murphy
SUPERIOR COURT OF THE STATE OF CALIFORNIA
FOR THE COUNTY OF LOS ANGELES
CENTRAL DISTRICT
FRANK REGINALD BROWN IV, an CASE NO. BC501483
individual,
DECLARATION OF ANTHONY P.
Plaintiff, ALDEN IN SUPPORT OF DEFENDANTS'
OPPOSITION TO DISQUALIFICATION
vs. MOTION
SNAPCHAT, INC., a Delaware corporation; Dept.: 50
TOYOPA GROUP, LLC, a California Limited Hon. Conrad Aragon
Liability Company; EVAN THOMAS
SPIEGEL, an individual; ROBERT Complaint Filed: February 21, 2013
CORNELIUS MURPHY, an individual; and
DOES 1 through 25 inclusive,
Defendants.
05201.23771/5424724.1
ALDEN DECLARATION ISO DEFENDANTS' OPP'N TO DISOUALIFICATION MOTION
1 DECLARATION OF ANTHONY P. ALDEN

2 I, Anthony P. Alden, declare as follows:

3 1. I am an attorney at law duly licensed to practice and of good standing in the State
4 of California, and I am a partner in the law firm of Quinn Emanuel Urquhart & Sullivan, LLP
5 ("the Firm"), counsel of record for Defendants Snapchat, Inc.; Toyopa Group, LLC; Evan Thomas
6 Spiegel; and Robert Cornelius Murphy ("Defendants"). I make the statements of fact contained in
7 this declaration on my own personal knowledge, except as to those matters stated upon
8 information and belief, and as to those matters I believe them to be true. If called as a witness in
9 this proceeding, I could and would competently testify to the matters set forth herein.

10 2. This declaration is in support of Defendants' Opposition to Plaintiff's Motion to
11 Disqualify Quinn Emanuel Urquhart & Sullivan, LLP from representation of Defendants in this
12 action ("the Motion").

13 3. In preparing this declaration, I have thoroughly reviewed Plaintiff's Motion, the
14 Declaration of Frank Brown ("Brown Decl.") in support thereof, all communications between me
15 and Mr. Brown in my possession, and my personal notes and timekeeping records concerning the
16 matter. On the basis of this review and my personal recollection, I dispute the accuracy of many
17 of Mr. Brown's allegations concerning the nature and extent of our communications. Contrary to
18 Mr. Brown's assertions, the sum total of my contact with him --- as confirmed by my personal
19 records was limited to two telephones calls lasting no more than 40 minutes in total, exchanging
20 a waiver agreement, and gathering limited information in order to assess the matter. My records
21 confirm that in none of our oral and written communications did I discuss, in detail or otherwise,
22 (a) "the strengths and weakness" or "important and strategic issues" related to potential litigation,
23 (b) any "suggestions," (c) give him legal advice, or (d) inform Mr. Brown that I was in the process
24 of discussing the case with my partners at the Firm. (Cf. Brown Decl., at 2:17-20, 3:5-6.) Indeed,
25 my time records reflect that I spent no more than 2.1 hours on the matter in total, of which no
26 more than 30 minutes was actually devoted to substantive assessment.
27
28
-1- Case No. BC501483
ALDEN DECLARATION ISO DEFENDANTS' OPP'N TO DISQUALIFICATION MOTION
1 4. On October 31, 2012, I received an unsolicited email from Mr. Brown seeking
2 legal representation regarding the Snapchat matter. This is contrary to Mr. Brown's allegation that
3 he contacted me on November 1, 2012. (Brown Decl., at 1:18-21.)

4 5. Whenever a prospective client contacts the Firm seeking legal services, the Firm
5 has a standard practice and policy to obtain the client's written consent to a "Quinn Emanuel
6 Matter Assessment Waiver Agreement" ("Waiver"), such as the document attached as Exhibit B to
7 Mr. Brown's Declaration. Because the Firm receives many requests for legal services which it
8 ultimately declines, the Firm desires to ensure that it may be able thereafter to accept
9 representation adverse to a prospective client should it decide not to take on the prospective
10 client's matter. The Waiver advises the prospective client to seek counsel before signing it.
11 (Brown Decl., Ex. B, at 2, 7.)

12 6. My first telephone conversation with Mr. Brown was on November 1, 2012. It was
13 very short and less than 10 minutes long. Thus, Mr. Brown's allegation that we had an initial one
14 and a half hour conversation (Brown Decl., at 2:7-8) is inaccurate. Where a prospective client has
15 not yet signed a "Quinn Emanuel Matter Assessment and Waiver Agreement," my practice is to
16 tell the prospective client not to tell me any confidential information. The central purpose of my
17 first call with any prospective client is merely to obtain the names of the persons or entities that
18 the prospective client believes are potential adversaries in order to run a conflict check. I followed
19 these practices in my first brief telephone conference with Mr. Brown.

20 7. During my first telephone conversation with Mr. Brown, contrary to Mr. Brown's
21 allegations, I did not discuss, in any manner whatsoever, the "strengths and weaknesses" of any
22 proposed case; any "important" or "strategic issues" related to proposed litigation; and I did not
23 offer any "suggestions" or "legal advice." (Brown Decl., at 2:17-20.)

24 8. On or about November 2, 2012, consistent with the Firm's practice, I sent an email
25 to Mr. Brown enclosing a copy of the Waiver. A true and correct copy of my November 2, 2012
26 email to Mr. Brown, attaching a copy of the proposed Waiver, is attached to this declaration as
27 Exhibit A. I understand that Mr. Brown's counsel has agreed that this November 2, 2012 email
28 may be disclosed and used in the instant Motion.
-2- Case No. BC501483
ALDEN DECLARATION ISO DEFENDANTS OPP'N TO DISOUALIFICATION MOTION
1 9.
In my November 2, 2012 email, I expressly informed Mr. Brown that one of the
2 purposes of the Waiver was to ensure that discussions with prospective clients do not result in the
3 Firm being conflicted in future matters:

4
"Because we get many calls from different people interested in

5
bringing law suits, many of which we do not take on, we need to

6
ensure that our discussions with potential clients do not result in us

7
being conflicted from acting for others down the road."
8 (Ex. A, sentence 4.)

9 10. In that same email, I informed Mr. Brown that "this [waiver] agreement provides
10 that if we do not end up representing you in this matter, you cannot disqualify us in the (unlikely)
11 event we're hired to act against you in the future." (Ex. A., sentence 5.) Rather than downplaying
12 the importance of the Waiver, I expressly informed Mr. Brown that, by signing the Waiver, he was
13 agreeing that the Firm could represent Defendants against him in this action should the Firm
14 decline to represent him, and that he was giving up his right to bring this very type of motion
15 against the Firm in the future.

16 11. Finally, in the same November 2, 2012 email, I offered to refer Mr. Brown to
17 another lawyer who could go over the Waiver with Mr. Brown. (Ex. A, sentence 7.)

18 12. Mr. Brown, has disclosed that on November 2, 2012, he signed and returned the
19 Waiver to me. (Brown Decl., Ex. B.) In the Waiver, Mr. Brown expressly agreed that any
20 information given to the Firm prior to his signing the Waiver was not confidential. (Brown Decl.,
21 Ex. B, 1.)

22 13. After Mr. Brown signed and returned the Waiver, I had a second telephonic
23 conversation with him on November 2, 2012. This call was a bit longer, perhaps 20 to 30 minutes
24 long. During the November 2, 2012 telephone call, I tried to gather information from Mr. Brown
25 about the facts and circumstances of his dispute in order to assess the matter.

26 14. During this second telephone conversation, contrary to Mr. Brown's allegations, I
27 did not discuss, in any manner whatsoever, the strengths and weaknesses of any proposed case,
28 any important and strategic issues related to the proposed litigation, and I did not offer any
Case No. BC501483
ALDEN DECLARATION ISO DEFENDANTS OPP'N TO DISQUALIFICATION MOTION
1 suggestions or legal advice. I did not offer legal advice about Mr. Brown's dispute or discuss
2 strengths, weaknesses or strategy, because I did not believe that I had enough information and had
3 not conducted any legal research to have such discussions. I had not had any recent cases in the
4 area to which it seemed to me that Mr. Brown's allegations pertained, and it is not my practice to
5 offer "off-the-cuff' advice in these circumstances.
6 15. I do not recall and can find no records of any other telephone call with Mr. Brown.
7 Thus, I do not believe that Mr. Brown's allegations that we had "several" telephone calls or that
8 we had an "initial one-and one half hour conversation" are accurate. (Brown Decl., at 2:7-8.)

9 16. In preparing this declaration, I reviewed all emails in my possession from Mr.
10 Brown to me and from me to Mr. Brown. Without revealing the content of those emails, from the
11 time that Mr. Brown first contacted me on October 31, 2012, until I informed Mr. Brown that the
12 Firm would not represent him on January 10, 2013, there were a total of 22 emails between us.
13 Mr. Brown sent me a total of 10 email communications. I sent him a total of 12 email
14 communications.

15 17. Contrary to Mr. Brown's Declaration at page two, lines 17-18, in none of the 22
16 emails exchanged between us did I discuss the strengths and weaknesses of Mr. Brown's potential
17 case in any manner. The emails between Mr. Brown and me contain no discussion of important
18 or strategic issues, no suggestions, and no legal advice related to Mr. Brown's dispute, contrary to
19 the implication of Mr. Brown's declaration at page two, lines 18-20.

20 18. While Mr. Brown may assert that these emails are privileged, the actual content of
21 the emails contains no facts or information related to Mr. Brown's dispute which would be
22 confidential. Contrary to Mr. Brown's allegations: (1) the content of Mr. Brown's and my email
23 exchange did not include "issues we considered important for the prosecution of this case" (see
24 Brown Decl., at 2:15-16); (2) the content of Mr. Brown's emails did not inform me of the status of
25 his "case" (see Brown Decl., at 3:4-5); and (3) I did not "periodically inform" Mr. Brown that I
26 "was in the process of discussing the case with [my] partners at Quinn Emanuel" (see Brown
27 Decl., at 3:5-6.) I will submit these 22 emails for the Court's in camera review if the Court so
28 orders or if Mr. Brown consents.
-4- Case No. BC501483
ALDEN DECLARATION ISO DEFENDANTS OPP'N TO DISOUALIFICATION MOTION
1 19. Mr. Brown also alleges that he sent me "key documents." (Brown Decl., at 2:23-
2 25.) As set forth below, I did not review any of the documents sent to me by Mr. Brown except
3 possibly a published article.

4 20. First, Mr. Brown sent me a package on or after November 14, 2012. (Brown Decl.,
5 11.) The package was in a sealed envelope and I expressly did not open it. From the time I
6 received the package, presumably containing the "USB key," until I gave it to my assistant to send
7 to Plaintiff's counsel on or after February 21, 2013, the package remained sealed. Due to the press
8 of my caseload at the time, I never opened the envelope; I never accessed the USB key; and I
9 never looked at or reviewed any documents thereon.

10 21. Next, on December 12, 2012, Mr. Brown sent me an article published on the
11 Internet announcing that Benchmark Capital was funding Snapchat. (Cf. Brown Decl., at 2:26-
12 27.) Not only has Mr. Brown publicly disclosed that he informed me about this article (Id.), but
13 the article was never confidential to begin with, because it was at the time and continues to be
14 public information. As Mr. Brown has disclosed, this article reported that Benchmark funded
15 Snapchat sometime around December 12, 2012, more than a year after Mr. Brown was no longer
16 involved in the project.

17 22. Last, on December 15, 2012, Mr. Brown sent me an email attaching three
18 documents. Because of the press of my workload, I did not read them at the time I received them
19 or at any time prior to my preparation of this declaration. I understand that all three of these
20 documents have been produced and disclosed in the instant action, and that they are therefore no
21 longer confidential or privileged.

22 23. Thus, at no point in time prior to the preparation of this declaration did I review any
23 documents that Mr. Brown sent to me that could be considered confidential.

24 24. Mr. Brown's declaration alleges that I "periodically informed [him] that [I] was in
25 the process of discussing the case with [my] partners at Quinn Emanuel." I dispute that I so
26 advised Mr. Brown orally or in writing. I have been able to find only one email from me to Mr.
27 Brown concerning the Firm's internal process, which, contrary to Mr. Brown's allegations, does
28 not refer to a discussion with any partner about the case. (Brown Decl., at 3:5-6.)
-5- Case No. BC501483
ALDEN DECLARATION ISO DEFENDANTS' OPP'N TO DISOUALIFICATION MOTION
1 25. After completing an assessment in this type of case, the next step in the Firm's
2 internal process would be to present the matter to the appropriate management committee for
3 consideration of the costs and benefits of the Firm representing the client prospect. Due to the
4 Thanksgiving and the end-of-year Holiday season, press of litigation matters I was handling at the
5 time and other unforeseen events, I did not continue my case assessment, did not discuss my
6 assessment with any other member of the Firm, and did not present Mr. Brown's potential case for
7 consideration to a management committee or to any other member of the Firm for representation
8 by the Firm. I also never gave suggestions, counsel or advice to Mr. Brown about a potential case,
9 including appropriate potential defendants; never discussed the strengths and weaknesses of his
10 potential case; and never discussed important or strategic issues related to the potential case,
11 including appropriate potential defendants.

12 26. On January 10, 2012, I informed Mr. Brown that the Firm and I would not
13 represent him. Thereafter, I never considered representing him again.

14 27. My time records reflect that I spent about 2.1 hours in total in assessing this matter
15 before I informed Mr. Brown that the Firm would not represent him. The vast majority of this
16 time was spent in obtaining and analyzing a conflict of interest check, preparing the Waiver, and
17 preparing an email transmitting the Waiver to Mr. Brown. Not more than 30 to 40 minutes of that
18 time was spent in telephone conferences with Mr. Brown, which involved no legal advice,
19 suggestions, or discussions of any strengths and weaknesses or strategy in a potential case. Except
20 for reviewing a few publicly available news articles, I never undertook or caused to be undertaken,
21 any legal or factual research or analyses of any nature relating to the matter. I spent less than 30
22 minutes in assessing the substance of a potential claim.

23 28. Since April 23, 2013, I have been subject to an ethical screen regarding this action.
24 On or about July 3, 2013, I retained attorney Ellen R. Peck a specialist in legal ethics to
25 represent me in connection with the preparation of this declaration and to coordinate with other
26 III
27 II!
28 III
-6-
Case No. BC501483
ALDEN DECLARATION ISO DEFENDANTS' OPP'N TO DISOUALIFICATION MOTION
1 members of the Firm. I have not communicated with any other Firm member about the content or
2 the preparation of my declaration.
3

I declare under penalty of perjury under the laws of the State of California that the
4 foregoing is true and correct.
51

Executed this 17th day of July 2013, at Los Angeles, California.
In
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-7-
Case No. BC501483
ALDEN DECLARATION ISO DEFENDANTS' OPP'N TO DISOUALIFICATION MOTION
Exhibit A
From: Anthony Alden
Sent: Thursday, November 01, 2012 10:00 PM
To: 'Frank Brown'
Subject: RE: SnapChat
Attachments: Matter Assessment Waiver Agreement.pdf
Reggie: it was good speaking to you today. Our conflicts check came up clear, so no issues there. I've attached a waiver
agreement I'd like you to sign. Because we get many calls from different people interested in bringing lawsuits, many of
which we do not take on, we need to ensure that our discussions with potential clients do not result in us being
conflicted from acting for others down the road. In essence, this agreement provides that if we do not end up
representing you in this matter, you cannot disqualify us in the (unlikely) event we're hired to act against you in the
future. The likelihood of this ever happening is small, but it's a precaution we need to take. if you have any questions,
I'd be happy to discuss them tomorrow or I can refer you to another lawyer who could go over it with you.
Thanks,
Anthony
Anthony Alden
Associate,
Quinn Emanuel Urquhart Oliver & Hedges LLP.
865 S. Figueroa St 10th Floor
Los Angeles, Ca 90017
213-443-3159 Direct
213.443.3000 Main Office Number
213.443.3100 FAX
anthonyalden@quinnemanuel.com
www.auinnemanuel.com
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