N. Arapaho Tribe v. Baldwin, Crocker & Rudd, P.C.
| Jurisdiction | Wyoming,United States |
| Parties | NORTHERN ARAPAHO TRIBE, a federally-recognized Indian Tribe and The Wind River Hotel & Casino, an enterprise wholly owned by an arm of the Northern Arapaho Tribe, Appellants (Plaintiffs), v. BALDWIN, CROCKER & RUDD, P.C. and Kelly Rudd, Appellees (Defendants). |
| Citation | 537 P.3d 720 |
| Decision Date | 24 October 2023 |
| Court | Wyoming Supreme Court |
| Docket Number | S-22-0265 |
Representing Appellant: Lucas Buckley and JoAnna S. DeWald* of Hathaway & Kunz, LLP, Cheyenne, Wyoming; and Adam G. Unikowsky of Jenner & Block, LLP, Washington, DC. Argument by Mr. Unikowsky.
Representing Appellee: Scott E. Ortiz and Zara S. Mason of Williams, Porter, Day, Neville, PC, Casper, Wyoming. Argument by Mr. Ortiz and Ms. Mason.
Before FOX, C.J., and KAUTZ, BOOMGAARDEN, GRAY and FENN, JJ.
[¶1] The Northern Arapaho Tribe and the Wind River Hotel & Casino (collectively the Tribe) filed suit against their former attorneys, Baldwin, Crocker & Rudd, P.C., and Kelly Rudd (collectively BCR), seeking injunctions for the return of tribal funds and documents, an accounting, and damages for conversion and civil theft. The district court granted partial summary judgment in favor of BCR on the claims for an accounting and injunctions. The conversion and civil theft claim proceeded to a jury trial where the jury found in favor of BCR. The Tribe appeals claiming the district court erred when it imposed sanctions on the Tribe under Rule 11 of the Wyoming Rules of Civil Procedure (W.R.C.P.) and when it granted summary judgment in favor of BCR on the accounting claim. The Tribe also asserts the district court's admission of irrelevant racially charged evidence resulted in prejudice that warrants reversal of the jury's verdict. We reverse in part and affirm in part.
[¶2] The Tribe raises three issues, which we rephrase as follows:
[¶3] The Tribe is a federally recognized Indian Tribe located on the Wind River Reservation. The Wind River Hotel & Casino is an economic arm of the Tribe, and it is wholly owned by the Tribe. The Tribe has approximately 10,650 enrolled members. The Tribe has two main governing bodies: the Northern Arapaho Business Council (NABC) and the Northern Arapaho General Council (General Council). The NABC is the executive branch of the Tribe, and it handles the Tribe's day-to-day affairs. The NABC is made up of six members, who are elected every two years. The Tribe does not have a constitution, and the NABC acts through passing binding resolutions. The NABC attempts to act by consensus, but a majority vote of four members constitutes a controlling decision. The NABC answers to the General Council. The General Council is the "supreme governing body" of the Tribe, and it is made up of all the adult members of the Tribe, who may convene a quorum of 150 members to consider and pass General Council resolutions.
[¶4] BCR and its partners, Andrew Baldwin, Berthenia Crocker, and Kelly Rudd, acted as counsel for the Tribe in various capacities from 1988–2019. The Tribe asked BCR to perform a wide variety of work. BCR became involved in housing matters, gaming issues, water projects, revision or creation of tribal law, custody cases, an eagle permit case, and many other legal matters. The Tribe has 60–70 different programs that provide services to tribal members. With the permission of the NABC, many of these program directors reached out to BCR for legal assistance. Eventually, ninety percent (90%) of BCR's practice consisted of work for the Tribe.
[¶5] BCR achieved many successes on behalf of the Tribe. BCR helped the Tribe achieve its dream of making the Wind River Casino a Class III casino, which generates millions of dollars in revenue every year for the Tribe. BCR also achieved a $6.75 million settlement with Marathon Oil and a $1.2 million settlement with Verizon on behalf of the Tribe.
[¶6] Over the course of their approximately 30-year relationship, BCR billed the Tribe for millions of dollars in fees, including more than $8 million in fees and expenses between 2012 and 2019. For many years, BCR sent detailed bills to the Tribe's finance office. These bills contained confidential information including the names of some families who were receiving legal services. The NABC became concerned when some of this information leaked out into the public domain through employees in the finance office. At the request of the NABC, BCR stopped providing detailed bills and started giving the NABC a simplified "Monthly Billing Summary." These summaries showed lump sums for fees incurred in general categories of cases. However, they did not show how many hours were being billed per legal matter, what work was being performed, which attorney had performed that work, or the hourly rates charged for that work. One of the BCR partners would present the Monthly Billing Summaries to the NABC for approval. BCR informed the NABC the detailed billing statements were available for them to examine at BCR's offices at any time, and on the few occasions when a member of the NABC requested detailed billing statements, BCR provided them via email. Some members of the NABC also occasionally traveled to BCR's offices to review the detailed bills.
[¶7] For most of the parties’ relationship, the Tribe paid BCR's fees from the Tribe's general fund. However, due to a downturn in the energy market, beginning in 2017, the NABC made the decision to pay those funds directly from BCR's trust account which held the proceeds received from a lawsuit related to the restoration of the Wind River.
[¶8] Although BCR acted as lead counsel for the Tribe, the Tribe occasionally hired outside counsel to handle certain matters. Sometime around 2002, the Tribe asked BCR to help it create a policy that would ensure there was some coordination between all the outside attorneys who were working on special projects for the Tribe. The Tribe wanted to ensure these attorneys were not taking inconsistent positions before any court or agency. BCR helped the Tribe prepare a policy called the Legal Affairs of the Northern Arapaho Tribe Policies and Procedures (2002 Legal Affairs Policy). This policy required BCR to complete conflicts of interest checks for any outside counsel. The 2002 Legal Affairs Policy considered it a potential conflict of interest for outside counsel to represent clients with interests or positions adverse to the interests of the Tribe. Under this policy, BCR made recommendations to the NABC about whether or not to hire a firm, but the ultimate decision was always left to the NABC.
[¶9] In the fall of 2018, Roy Brown,1 Chairman of the NABC at that time, decided he wanted to hire a different lobbyist for the Tribe in Washington, D.C. He reached out to his law school friend, Craig Williams, who worked as a lobbyist with the law firm Kilpatrick, Townsend and Stockton, LLP (KTS). At that time, Chairman Brown only intended for KTS to do some lobbying for the Tribe. He did not intend for KTS to replace BCR as lead counsel for the Tribe. Chairman Brown was not reelected to the NABC in November 2018.
[¶10] In February 2019, with the approval of the NABC, Councilman Spoonhunter,2 who was Chairman of the NABC at that time, reached out to Mr. Williams and asked if KTS could perform an evaluation of the Casino's CEO, Jim Conrad, whose contract was going to expire in June. Councilman Spoonhunter only intended for KTS to perform the evaluation, and he did not intend for KTS to replace BCR at this time. The NABC passed a resolution authorizing KTS to complete an evaluation of Mr. Conrad.
[¶11] Toward the end of April 2019, Keith Harper of KTS contacted BCR to schedule an interview about Mr. Conrad's performance and to obtain documents. Through this communication, BCR informed Mr. Harper that KTS needed to comply with the conflicts of interest provision of the 2002 Legal Affairs Policy. Mr. Harper informed BCR that KTS had performed its own conflicts check before accepting the representation; he otherwise declined to cooperate with BCR.3 BCR found Mr. Harper's response odd. It was not the type of response BCR typically received when vetting outside counsel, so the firm began looking into KTS's potential conflicts. BCR learned KTS was associated with a named defendant in an opioid case the Tribe had filed. BCR also learned a KTS attorney, Larry Roberts, who was then the Principal Assistant Secretary for Indian Affairs, had signed an executive order that adversely impacted the Tribe's tribal court. Both of these matters would have been considered potential conflicts under the 2002 Legal Affairs Policy.
[¶12] In early May, two partners with BCR met with some of the NABC members to discuss the conflicts issues. Councilman Spoonhunter was traveling at that time, so the BCR partners went to NABC chambers and discussed the issue with the three NABC members who were present. They advised BCR to reach out to Councilman Spoonhunter. After speaking with BCR, Councilman Spoonhunter believed it was the consensus of the other NABC members that KTS had a conflict of interest. However, Councilman Spoonhunter talked to the other Council members when he returned, and the majority of the NABC decided they wanted KTS to proceed with the evaluation. Councilman Addison disagreed. He wanted BCR to enforce the conflicts policy. Ultimately, KTS completed the evaluation with limited cooperation from Mr. Conrad and BCR.
[¶13] The NABC was surprised by the "pushback" it received on having KTS perform Mr. Conrad's evaluation. Several members of the NABC felt BCR was siding with Mr. Conrad instead of carrying out the wishes or express instructions...
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