An attorney who sued her former firms’ banking clients, claiming they conspired against her to block a new bond structure she developed, does not have standing to allege an antitrust injury, a state court judge has ruled, finding her only a “vendor of services” and not a competitor.
Linda Grant Williams, who practiced at Pillsbury Winthrop Shaw Pittman and Greenberg Traurig, claims Citigroup, JPMorgan Chase and Goldman Sachs boycotted her new bond structure, and the banks’ threats led the two law firms to fire her. The banks serve as underwriters to bonds that finance the construction of airport terminals.
But Manhattan Supreme Court Justice Bernard Fried (See Profile), in Williams v. Citigroup, 650481-2010, found Williams hasn’t sufficiently argued that either law firm was induced to breach any contract it had with her, and she has no standing to assert the claims of airlines and municipalities against the banks.
“Her alleged loss of revenue is not caused by any injury to competition in the market for (airport finance) bonds. She is not a competitor in that market. Rather she is a vendor of services and a potential licensor of intellectual property to competitors in that market. Her injuries are too remote,” Fried wrote in granting the defendants’ motion to dismiss.
Williams’ attorney, Michael Bowse, a partner of Browne George Ross in Los Angeles, said they are considering their options, including a possible appeal or a motion to reargue.
“We disagree with the judge’s finding that Ms. Williams doesn’t have standing to sue. I think that conclusion is totally contrary to the law on the issue,” he said. “He made a mistake as it relates to this aspect of this order and I’m very confident” that it will be reversed.
Williams filed the suit in Manhattan Supreme Court in May 2010 against the banks and other “unnamed co-conspirators,” including financial advisers to airlines, “certain law firms,” municipalities, individual officers and lawyers.
Claiming injury under New York’s Donnelly Antitrust Act, the suit says the defendants, “rather than risk losing their hegemony” over the airport financing bond market, “purposefully, systematically and successfully blocked the implantation of plaintiff’s structure altogether” to preserve their profits.
Williams claims in her complaint that the tax structure she developed improves the credit ratings of bonds and allows for lower interest rates than traditionally structured airport finance bonds. The method would save airlines money as well as their customers, she said.
Shortly after conceiving it, Williams joined Pillsbury as an equity partner in the firm’s New York office. As part of her contract, her base salary was $50,000 per month plus a percentage of the firm’s revenue, according to the amended complaint.
The firm was “very excited” about the impact of her invention, the suits says. At the firm’s expense, Pillsbury patent attorneys filed an application to patent Williams’ structure in August 2005, devoting $1 million in time and expense to the effort, she claims.
Although they initially expressed interest in her bond structure, Citigroup, JPMorgan and Goldman Sachs eventually vetoed it and in some cases reassigned employees who worked with her, she claims.
Her suit alleges the defendants persuaded the Port Authority of New York & New Jersey to withdraw its approval for the use of her bond structure for financing projects at LaGuardia, John F. Kennedy International and Newark Liberty International airports.
She also claims Citigroup intentionally interfered with her partnership contract with Pillsbury, threatening to remove the law firm from the company’s “approved counsel” list. Pillsbury agreed to stop working on the patent application and insisted she resign, her complaint says, even though her expected billings could be up to $6 million a year.
Williams says several months after being pushed out of Pillsbury, she was hired by Greenberg’s Richard Rosenbaum, now CEO of the firm, in June 2006. But Rosenbaum eventually told her to stop “peddling” her bond structure, she claims.
Based on threats of Citigroup and to retain millions of dollars in legal fees, Williams says, Greenberg informed her that her employment contract would not be renewed for another year.
Williams first filed the lawsuit in the Southern District of New York, Williams v. Citigroup, 08-cv-9208, where Judge Loretta Preska dismissed it. After an appeal, the U.S. Court of Appeals for the Second Circuit said Williams could bring some claims in state court.
Antitrust ‘Injury’ Questioned
In their motion to dismiss, the banks said Williams doesn’t and can’t allege that defendants caused her direct “antirust injury,” lacking standing under the state’s antitrust act. Also, the defense says there can be no tortious interference with contract without a contractual breach from the law firms, which she didn’t and can’t plead, according to a motion to dismiss, signed by defense attorney Carmine Boccuzzi, a partner of Cleary Gottlieb Steen & Hamilton.
The dismissal of the complaint in the Southern District, Boccuzzi wrote, “was not surprising, given plaintiff’s failure to plead facts to support her meritless claims that an untold number of unidentified banking and nonbanking co-conspirators actually agreed and took any concerted action to block the use of plaintiff’s proposed structure rather than unilaterally choosing not to utilize plaintiff’s structure.”
In his June 21 decision, Fried said that while Williams has sufficiently pleaded violations of the act by defendants, causing antitrust injuries to at least the municipalities and airlines that defendants serve, “she has no standing to assert the claims” of these parties and “her damages are too remote.”
The judge said she “cannot rely solely on the market-wide injury” and would have to claim she suffered an antitrust injury.
The judge also wrote that Williams has not sufficiently alleged that either law firm breached any term of their contracts with her.
“The Greenberg firm was under no duty to renew her annual contract,” Fried wrote. Williams “has not sufficiently pleaded that Pillsbury breached any provision of her partnership agreement.”
Finally, Fried noted that Williams did not meet all the requirements to state a claim for tortious interference with business relations. That requires showing the conduct amounted to a crime or tort, or was intended to inflict intentional harm, he wrote, and she didn’t reach those standards.
Williams has not sued, and has no plans to sue, Pillsbury or Greenberg, says her attorney, Bowse. He declined to comment on which law firms make up the unnamed co-conspirators.
Boccuzzi declined to comment, directing questions to his clients.
Citigroup spokesman Scott Helfman said, “We are pleased with the court’s decision to dismiss the suit and we look forward to putting this matter behind us.”
Representatives for JPMorgan Chase and Goldman Sachs declined to comment.
Pillsbury also had no comment on the allegations involving the firm in the suit or the court decision, while a Greenberg spokeswoman did not return a message seeking comment.
After leaving Greenberg, Williams practiced at Dreier, the now defunct firm run by convicted ex-lawyer Marc Dreier. She is currently not working, Bowse said.
“What happened here has totally deprived her of any income and the ability to practice law,” he said.
@|Christine Simmons can be contacted at firstname.lastname@example.org.