Filed D.C. Superior Court 03/27/2018 17:45PM Clerk of the Court SUPERIOR COURT OF THE DISTRICT OF COLUMBIA Civil Division ) LEWIS BAACH KAUFMANN ) MIDDLEMISS PLLC, ) 1899 Pennsylvania Ave, NW ) Suite 600 ) Washington, D.C. 20006 ) ) Plaintiff, ) Case No. ) v. ) ) SPHERE CONSUL TING LLC, ) 1775 Eye Street ~W ) Suite 410 ) Washington, D.C. 20006 ) ) Defendant. ) ____________ ) COMPLAINT Plaintiff Lewis Baach Kaufmann Middlemiss pllc, as and for its complaint against defendant Sphere Consulting LLC hereby alleges as follows: NATURE OF ACTION 1. This is an action for breach of contract, quantum meruit, and unjust enrichment brought by a Washington, D.C. law firm against its former client. This action seeks recovery of legal fees duly owing but unpaid for legal services rendered to and expenses incurred on behalf of the client in the District of Columbia. PARTIES Plaintiff 2. Plaintiff Lewis Baach Kaufmann Middlemiss pllc (the "Firm") is organized as a professional limited liability company under the laws of the District of Columbia. It maintains its primary office in the District of Columbia, at 1899 Pennsylvania Avenue NW, Suite 600, Washington D.C. 20006. Defendant 3. Defendant Sphere Consulting LLC ("Sphere") is organized as a limited liability company under the laws of the District of Columbia. Its office is in the District of Columbia, at 1775 Eye Street NW, Suite 410, Washington, D.C. 20006. JURISDICTION AND VENUE 4. Jurisdiction is proper in this Court under D.C. Code§ 11-921. FACTS Sphere's Retention of the Firm 5. Sphere retained the Firm for three legal matters for which invoices are outstanding. 6. On September 29, 2015, Sphere retained the Firm for legal counsel and representation in connection with an investigation into the conduct of a representative of one of Sphere's clients (hereinafter "Investigation #I"). The terms of the engagement were set forth in a letter which was sent to Sphere, which accepted the terms of engagement and accepted legal services pursuant to its terms. Sphere paid certain invoices issued in respect of services rendered in connection with Investigation # 1, and at no time relevant hereto objected to any of the terms of the engagement letter or the invoices rendered pursuant to its terms. 2 7. On March 20, 2017, the Firm was retained by an employee of Sphere, in connection with Investigation # 1. Sphere agreed to pay all fees incurred in the matter on behalf of the employee. The terms of the engagement were set forth in a letter that reflects Sphere's agreement to pay his invoices and were accepted by the employee and Sphere. At no time relevant hereto did Sphere object to any of the terms of the engagement letter or any invoices rendered in connection with that representation. 8. On May 1, 2017, Sphere retained the Firm to represent it in connection with another investigation (hereinafter "Investigation #2). The terms of the engagement were set forth in a letter which was sent to Sphere, which accepted the terms of engagement and accepted legal services pursuant to its terms. At no time relevant hereto did Sphere object to any of the terms of the engagement letter or any invoices rendered pursuant to its terms. 9. The Firm rendered legal services in each of the matters and submitted detailed invoices for those services and expenses incurred in accordance with the terms of the respective engagement letters. Sphere accepted each of the invoices, never objected to any of the charges, and continued to accept services performed on its behalf by the Firm. Indeed, on multiple occasions, the client represented orally and in writing that it received high quality services and intended to pay the outstanding invoices. Non-Payment of Fees and Expenses 10. Plaintiffs legal services for defendant included hundreds of hours of legal work. While Sphere received the full benefit of the Firm's legal services for each of the three matters, it did not pay for the vast majority of them, resulting in a total outstanding debt of $572,801.87 due to the Firm. 3 11. With respect to legal representation in connection with Investigation #1, Sphere paid only the first two of 13 invoices. On November 4, 2015, it paid $14,904 for services rendered from July 2015 through October 2015. On July 27, 2016, Sphere paid $75,853.51 for services rendered in November 2015. The 11 outstanding invoices for legal services rendered and expenses incurred cover the period from January 2016 to January 2018 and total $147,704.89. Sphere has not paid these invoices. 12. In April and May 2017, the Firm invoiced Sphere a total of $75,130.61 for legal services rendered and expenses incurred in its representation of its employee in connection with Investigation #1. Sphere has not paid these invoices. 13. With respect to representation in connection with Investigation #2, from June 2017 to January 2018, the Firm invoiced Sphere a total of $349,966.37 for legal services rendered and expenses incurred. Sphere has not paid the invoices. 14. The Firm has repeatedly sought to resolve this matter with Sphere. It has offered to discount the amount outstanding if it were paid in full, and has also proposed payment plans that would permit Sphere to pay the amount outstanding over time. Sphere has failed to respond concretely to these overtures and has made no counter-proposals. CLAIMS FOR RELIEF Count One - Breach of Contract 15. The Firm adopts and incorporates herein all of the factual allegations set forth above. 16. The Firm and Sphere entered into valid and binding engagement agreements requiring payment for legal services rendered by the Firm to Sphere and its employee. 4 17. The Firm duly rendered the legal services contemplated by those agreements. In accordance with the agreements, it invoiced Sphere for those services at regular intervals and its invoices were both compliant with the agreements and reasonable for the services rendered. Defendant was at all times aware of the Firm's activities, the personnel involved in the representations, and the work being done. The Firm discounted each invoice by ten percent as a courtesy to Sphere. 18. Sphere breached each of the engagement agreements by failing to pay amounts due in accordance with the terms set forth therein. 19. The unpaid balance of Sphere's contractual obligation to the Firm is $572,801.87 in fees and expenses. Count Two - Quantum Meruit 20. The Firm adopts and incorporates herein all of the factual allegations set forth above. 21. Between July 2015 and January 2018, the Firm provided legal services to Sphere in accordance with Sphere's instructions and as set out in the engagement letters sent to Sphere by the Firm. Sphere knew the terms of the engagement letter in each of the three matters for which it retained the Firm and knew that the Firm expected payment for its services. Sphere accepted legal services, on its own behalf, and on behalf of its employee (who also directly accepted services by the Firm). Defendant was at all times aware of the Firm's activities, the personnel involved in the representations, and the work being done. 22. Sphere failed to pay the Firm in full for the services rendered. 23. If the Court does not find for plaintiff in Count One, plaintiff pleads in the alternative that it is entitled to recover from defendant in quantum meruit. 5 24. The value of the uncompensated services is $572,801.87. Count Three - Unjust Enrichment 25. The Firm adopts and incorporates herein all of the factual allegations set forth above. 26. Between July 2015 and January 2018, the Firm provided legal services to Sphere in accordance with Sphere's instructions and as set out in the engagement letters sent to Sphere by the Firm. Sphere knew the terms of the engagement letter in each of the three matters for which it retained the Firm and knew that the Firm expected payment for its services. Sphere accepted legal services, on its own behalf, and on behalf of its employee (who also directly accepted services by the Firm). Defendant was at all times aware of the Firm's activities, the personnel involved in the representations, and the work being done. 27. If the Court does not find for plaintiff on Counts One or Two, plaintiff pleads in the alternative that it is entitled to recover from defendant for unjust enrichment. Plaintiff performed legal services in exchange for a promise of payment. Defendant benefitted from these legal services, but did not pay for them. 28. Defendant has been unjustly enriched (and plaintiff has suffered a corresponding loss) on account of these uncompensated services and unpaid expenses in the amount of $572,801.87. 6 PRAYER FOR RELIEF WHEREFORE plaintiff respectfully requests entry of judgment against defendant for damages in the amount of $572,801.87, for interest from the date of judgment per D.C. Code § 15-109, plus costs of action, and for such other and further relief as this Court deems just and proper. Dated: March 27, 2018 Isl 1effre_y D. Robinson Jeffrey D. Robinson (D.C. Bar No. 376037) Tara J. Plochocki (D.C. Bar No. 989404) LEWIS BAACH KAUFMANN MIDDLEMISS PLLC 1899 Pennsylvania Avenue, NW, Suite 600 Washington, D.C. 20006 Tel. (202) 833-8900 Fax (202) 466-5738 ieffrev.robinson(il)!hkmla-1N.com tara.plochocki(d;lbkrnla\V .corn Attorneys for Plaintif 7 Superior Court of the District of Columbia CIVIL DIVISION- CIVIL ACTIONS BRANCH INFORMATION SHEET Lewis Baach Kaufmann Middlemiss PLLC Case Number: _ vs Date: March 27 2018 Sphere Consulting LLC D One of the defendants is being sued in their official capacity.