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govinfo:USCOURTS-mdd-1_22-cv-02418-1
1
IN THE UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF MARYLAND
*
WILSON & WILSON, INC. d/b/a *
WILSON|WILSON, et al., *
*
Plaintiffs, *
* Civ. No. MJM-22-2418
v. *
*
PONTIAC DRYWALL SYSTEMS, INC. *
d/b/a PDSI CONTRACTORS, *
*
Defendants. *
*
* * * * * * * * * *
MEMORANDUM OPINION AND ORDER
Plaintiff Wiley & Wilson, Inc., d/b/a Wiley|Wilson (“WW”), initiate d this civil action
against defendant Pontiac Drywall Systems Inc., d/b/a PDSI Contractors (“PDSI”). PDSI retained
the law firm of Nelson Mullins Riley & Scarborough LLP (the “Law Firm”) as its representation.
This matter is before the Court on two contes ted motions filed by the Law Firm—a Motion for
Leave to Withdraw as Counsel of Record, ECF No. 72, and a Motion for Leave to File Defense
Counsel’s Reply Under Seal and Ex Parte, ECF No. 76. These motions are fully briefed, and no
hearing is necessary to resolve them. See Loc. R. 105.6 (D. Md. 2025). For the reasons set forth
below, the Court shall grant both motions.
I. BACKGROUND
On the recommendation of its prior counsel in this matter, in February 2023, PDSI
contacted the Law Firm to discuss its legal services and fees. ECF No. 74-1 (Travis Aff.), ¶ 9; ECF
No. 75 (Law Firm Reply) at 3.
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f
Following this agreement, the Law Firm provided PDSI “an initial [budget]
estimate” of $190,000. ECF No. 74-2 (PDSI Ex. 2); see also ECF No. 74-1, ¶¶ 10, 24; ECF No.
74 (PDSI Opp’n) at 4; ECF No. 75 at 4. PDSI understood this to be “the maximum [the Law Firm]
would charge for the [anticipat ed] scope of work[,]” ECF No. 74-1, ¶ 11, but recognized “that
there could be unpredictable and unforeseen events that might increase the [b]udget,” id. ¶ 12.
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Following this second engagement agreement,
on April 11, 2023, attorney Michael Brown
entered his appearance as counsel on behalf of PDSI. ECF No. 19. While Brown was PDSI’s initial
point of contact at the Law Fi rm, two other attorneys worked on the case: Nathan Hartland and
Thuc-Doan Phan. ECF No. 74-1, ¶ 14. Hartland served as the lead attorney and was primarily
assisted by Phan, id., who entered her appearance on behalf of PDSI on August 7, 2023, ECF No.
25. About a year into the Law Firm’s representation of PDSI, Brown indicated that Hartland would
need to be replaced as the lead attorney, as he “was not a good fit for [t he matter].” ECF No. 74-
1, ¶ 15. PDSI’s case was then transitioned from Hartland and Phan to attorneys Matthew Sturtz
and Joel Jordan, id. ¶ 16, who entered their appearances on behalf of PDSI on April 23, 2024, ECF
Nos. 37 & 38.
PDSI has failed to make any
payment on the Law Firm’s out
standing invoices since January 2025. ECF No. 72-2 (Law Firm
Ex. A); ECF No. 72-3 (Law Firm Ex. B). Upon wr iting to PDSI to communicate its intent to
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withdraw as its counsel, the Law Firm expressed that there “now exists irreconcilable differences
between [it and PDSI] that would make it impossible for [the Law Firm] to continue on as counsel
in this matter.” ECF No. 72-3 (Law Firm Ex. B).
As of January 5, 2026, PDSI has paid the Law Firm $380,733.19 in legal fees and expenses
related to this matter. ECF No. 74-1, ¶ 19. PDSI a sserts that it “is not aware of any unpredictable
or unforeseen events that have occurred in th[e ] case that would account fo r the . . . extra legal
expenses charged by . . . [the Law Firm],” and th at it “cannot afford to retain new counsel.” Id. ¶
20.
On December 23, 2025, the Law Firm moved to withdraw its appear ance as counsel for
PDSI. ECF No. 72. PDSI responde d in opposition, ECF No. 74, and th e Law Firm subsequently
replied, ECF No. 75. The Law Firm filed a motion for leave to file its reply brief under seal and ex
parte. ECF No. 76. Again, PDSI responded in opposition, ECF No. 77, and the Law Firm
subsequently replied, ECF No. 78.
II. MOTION FOR LEAVE TO FILE REPLY UNDER SEAL AND EX PARTE
In its motion seeking leave to file its reply under seal and ex parte, the Law Firm points
out that its reply in support of its motion to withdraw contains information concerning its attorney-
client relationship with PDSI that does not affect the underlying merits of the case and could place
PDSI at a disadvantage in this litigation. ECF No. 76, ¶ 3. The Law Firm asserts that “[t]here are
no alternatives to fi ling under seal and ex parte that would provide suffi cient protection to the
interests of PDSI and . . . [the Law Firm].” Id. ¶ 5.
In “limited opposition” to the Law Firm’s sealing motion, PDSI argues that the Law Firm’s
failure to file a memorandum in support of its motion to withdraw violated Local Rule 105.11, and
that the Law Firm now seeks to file a reply memorandum in support of its motion to withdraw
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despite never previously fili ng any supporting memorandum. ECF No. 77 at 1. This argument
needlessly elevates form over substance and is summarily rejected. The Law Firm was able to state
concisely its reasons supporting its withdrawal without any substantive need for a separate
memorandum. To be certain, the Law Firm’s failu re to place its reasons for withdrawal in a
separate memorandum did not prejudice PDSI in any way.
Although it does not oppose sealing the Law Fi rm’s reply, PDSI que stions whether the
Law Firm has satisfied Local Rule 105.11, which requires a party to provide “proposed reasons
supported by specific factual representations to justify the sealing” and “an explanation why
alternatives to sealing would not provide sufficient protection.” ECF No. 77 at 4. The Court finds
that the Law Firm’s reasons are adequate to justify sealing.
Accordingly, the Law Firm’s sealing motion shall be granted.
III. MOTION TO WITHDRAW AS COUNSEL
A. Standard of Review
Local Rule 101.2 provides the following:
[The] appearance of counsel [repre senting a corporation] may be
withdrawn only with leave of cour t and if (1) appearance of other
counsel has been entered, or (2 ) withdrawing counsel files a
certificate stating (a) the name a nd last known address of both the
client and the resident agent or other responsible person or persons
for that client, and (b) that the wr itten notice has been mailed to or
otherwise served upon the client at least seven (7) days previously
advising the client of counsel’s proposed withdrawal and notifying
it that it must have new counsel enter an appearance or be subject to
the dismissal of its claims and/or default judgment on claims against
it.
Loc. R. 101.2(b). If no new counsel enters an appearance within thirty days of the filing of a motion
to withdraw, “the Court may take such action, if any, that it deems appropriate, including granting
the motion to withdraw and dismissing any affirmative claim for relief asserted by the party and/or
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directing the party to show cause why a default should not be ente red on claims asserted against
it.” Id.
“The Local Rules also adopt Maryland’s Rules of Professional Conduct, . . . which impose
additional limitations on withdrawal.” Remsnyder v. MBA Mortg. Servs., Inc. , Civ. No. CCB-19-
492, 2023 WL 7166353, at *2 (D. Md. Oct. 31, 2023) (citing Loc. R. 704 (D. Md. 2025)).
According to the state’s rules,
an attorney may withdraw from representing a client if:
(1) withdrawal can be accomplished without material adverse effect
on the interests of the client;
(2) the client persists in a course of action involving the attorney’s
services that the attorney reasonably believes is criminal or
fraudulent;
(3) the client has used the attorney’s services to perpetrate a crime or
fraud;
(4) the client insists upon action or inaction that the attorney
considers repugnant or with which the attorney has a fundamental
disagreement;
(5) the client fails substantially to fulfill an obligation to the attorney
regarding the attorney’s services and has been given reasonable
warning that the attorney will w ithdraw unless the obligation is
fulfilled;
(6) the representation will result in an unreasonable financial burden
on the attorney or has been rendered unreasonably difficult by the
client; or
(7) other good cause for withdrawal exists.
Md. Rule 19-301.16(b). “[F]ailure to satisfy one of the [above] subparts is not fatal to [a counsel’s
withdrawal] motion.” Remsnyder, 2023 WL 7166353 at *3 n.3. Additionally,
[c]omments 7 and 8 to [Rule 19-301 .16(b)] are . . . relevant. They
state:
[7] A lawyer may withdraw from representation in some
circumstances. The lawyer has the option to withdraw if it can be
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accomplished without material ad verse effect on the client’s
interests . . . .
[8] A lawyer may withdraw if the client refuses to abide by the terms
of an agreement relating to the representation, such as an agreement
concerning fees or court costs or an agreement limiting the
objectives of the representation.
Al-Sabah v. Agbodjogbe, Civ. No. ELH-17-730, 2019 WL 1472585, at *2 (D. Md. Apr. 3, 2019)
(quoting Md. Rule 19-301.16, cmts. 7 & 8).
When evaluating a motion for withdrawal, courts must “consider the potential prejudice to
all parties involved and the potent ial disruption to the administration of just ice from attorney
withdrawal. If there is an impending trial or ot her key proceeding, failure to pay fees may not
justify withdrawal.” Abbott v. Gordon, Civ. No. DKC 09-0372, 2010 WL 4183334, at *3 (D. Md.
Oct. 25, 2010) (citation omitted). “The court may nevertheless order an attorney to continue
representation notwithstanding a showing of good cau se for withdrawal.” Remsnyder, 2023 WL
7166353, at *2 (citing Md. Rule 19-301.16(c)). At bottom, a motion to wit hdraw is committed to
the district court’s discretion. Id. at 1 (citation omitted).
B. Analysis
The Law Firm’s motion to w ithdraw satisfies the require ments of Local Rule 101.2. The
Law Firm argues, inter alia, that the Court should grant its motion to withdraw because PDSI
failed to pay fees as required under the engagement agreement,
Th e Law Firm also argues that P DSI’s failure
to pay fees, coupled with its negative portrayal of the Law Firm to the Court, has caused irreparable
damage to the attorney-client relationship such that withdrawal is necessary. ECF No. 75 at 2, 14.
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PDSI counters that it has fulfilled its financia l obligations to the Law Firm by paying it over
$380,000, which is twice as much as the Law Firm estimated its legal serv ices would cost. ECF
No. 74 at 11–12. PDSI also stresses that it cannot affo rd to retain new counsel in this matter and
thus granting the Law Firm’s motion would be a “great miscarriage of justice.” Id. at 15.
Maryland’s Rules of Professional Conduct allow for attorney withdrawal where “the client
fails substantially to fulfill an obligation to the attorney regarding the attorney’s services and has
been given reasonable warning that the attorney will withdraw unless the obligation is fulfilled[,]”
and where “the representation will result in an unreasonable financial burden on the attorney or
has been rendered unreasonably di fficult by the client.” Md. Ru le 19-301.16(b)(5)–(6). “Courts
routinely permit attorney withdrawal where clients fail to pay fees in accordance with the terms of
engagement.” Abbott, 2010 WL 4183334, at *2 (citing cases). “Where a client’s failure to pay fees
is accompanied by other manifestations of deterioration in the attorney-client relationship, the
justification for withdrawal increases.” Id. at *3.
The circumstances here weigh strongly in favor of allowing the Law Firm to withdraw.
PDSI
, and suggests in its
opposition brief that it will not make additional payments for the Law Firm’s representation in this
case. ECF No. 74 at 12–13. Thus, PDSI has failed to fulfill obligations to the Law Firm regarding
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its services and “has been given reasonable warning that the [Law Firm] will withdraw unless the
obligation is fulfilled[.]” Md. Rule 19-301.16(b)(5).
PDSI’s accusations—that the Law Firm used this matter “as a trai ning experience for
younger associates,” ECF No. 74 at 11, treated PDSI as though it had an “open checkbook,” id. at
13, and misled PDSI regarding the $190,000 budge t estimate, ECF No. 74-1, ¶ 11—support the
Law Firm’s contention that the attorney-client relationship has irreparably broken down. PDSI’s
insistence that it has a “good wo rking relationship” with the Law Firm is not borne out by the
record and does not outweigh th e circumstances supporting withdr awal. ECF No. 74 at 14. In
sum, “the representation will result in an unreasonable financial burden on the [Law Firm] [and]
has been rendered unreasonably difficult by [PDSI.]” Md. Rule 19-301.16(b)(6). The Court will
not require the Law Firm to co ntinue representation of PDSI under these circum stances or to
provide its services for free.
The Court acknowledges that the Law Firm’s withdrawal may burden PDSI by requiring
it to obtain new counsel, but the Law Firm’s withdrawal will not have a “material adverse effect”
on PDSI’s interests. See Md. Rule 19-301.16(b)(1). A trial date has not yet been set in this case,
nor is there any other key procee ding presently scheduled in the case. PDSI has been afforded a
reasonable period of time to obtain new counsel. Therefore, the La w Firm will be permitted to
withdraw.
IV. CONCLUSION
For the foregoing reasons, the Law Firm’s Mo tion for Leave to Wit hdraw as Counsel of
Record (ECF No. 72) and Motion for Leave to File Defense Counsel’s Reply Under Seal and Ex
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Parte (ECF No. 76) are GRANTED. PDSI is directed to have new counsel enter their appearance
no later than May 7, 2026.1
A separate Order will issue.
Date Matthew J. Maddox
United States District Judge
1 The Court understands that counsel who filed responses in opposition to the Law Firm’s motions
on PDSI’s has entered his appearance for this limited pur pose. If counsel is retained to represent PDSI in
the underlying litigation, he shall promptly notify the Court.
April 7, 2026
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