Cecil County Commissioners Back Down, for now, on Broomell Bid to Fire Law Firm on Artesian Sale; Move Could Boost Legal Fees
Cecil County Commissioners backed down, after a battle royale at their Tuesday morning public worksession and a more than three-hour secret meeting, from a bid by Commissioner Diana Broomell (R-4) to demand the firing of the entire Miles & Stockbridge law firm, and not just an individual attorney, from representing the county in all aspects of the sale of county water and sewer plants to the private Artesian firm.
But it could be a short-lived truce in the battle. After several weeks of closed-door discussions, decisions and actions, the whole brouhaha is expected to finally be brought out into a public discussion at the commissioners’ next worksession.
At stake are the potentially huge legal bills that could be incurred by taxpayers to bring in another law firm unfamiliar with the complex Artesian case if the commissioners go along with Broomell’s demand. And such a step could also risk a costly legal push-back against the county from Artesian. Two Artesian executives witnessed the flareup among the Commissioners on Tuesday morning.
The county is facing a deadline to complete the sale of most of its water and sewer plants to Artesian by 12/31/11 and foot-dragging by the county could bring another warning of a breach of contract legal action against the county by Artesian. A letter earlier this month cited three potential breaches of the contract that were triggered by earlier moves by Broomell, a long-standing opponent of the sale to Artesian.
On Tuesday morning, Broomell claimed that at an 8/9/11 closed meeting of the commissioners, it was decided to fire the entire Baltimore law firm, and not just the lead attorney, Lawrence Haislip, who has represented the county for years on the complex Artesian matter. Haislip was also the lead attorney on defending the county against a lawsuit brought by political allies of Broomell, the Appleton Regional Community Alliance (ARCA), seeking to kill the Artesian sale.
It cost taxpayers over $203,000 in legal bills to defend the county against the ARCA lawsuit.
The state’s highest court, the Court of Appeals, ruled against ARCA and for the county and held that the sale could proceed. The sale is now undergoing a separate regulatory review before the state Public Service Commission, which held a public hearing on the matter earlier this month. A decision by the PSC is expected soon.
Broomell tried, with the assistance of her former boss, Del. Michael Smigiel (R-36), to force a delay in the PSC hearing but the PSC refused to delay the proceeding. Broomell’s actions in seeking a delay, as well as her testimony before the PSC opposing the sale, were cited by Artesian in a breach of contract letter to the county as possible grounds for legal action against the county. The contract between the county and Artesian required that the county would support the transaction before any state regulatory panels.
On Tuesday morning, commissioners were presented with a draft letter to the Baltimore law firm, asserting that the commissioners had decided “to discharge Miles and Stockbridge” from any representation of the county in all matters relating to the Artesian sale.
After Haislip was informed of a decision to fire him personally at the earlier secret worksession, he submitted a six-page letter to the commissioners, citing multiple issues still outstanding regarding the complex Artesian case and inquiring how the county would want to proceed if he, personally, was no longer to be involved. Cecil Times filed a public information request to obtain a copy of the Haislip letter but that request was denied Tuesday on the grounds that it represented confidential legal counsel information not subject to disclosure under state law.
Broomell’s assertion that the commissioners had decided on 8/9/11 to fire the entire law firm—with its voluminous files and assisting attorneys’ knowledge of the case—was disputed by Commissioners Robert Hodge (R-5) and Tari Moore (R-2).
“The name of Miles and Stockbridge was never brought up… it was all about Larry,” Hodge said, adding that Broomell appeared to be attempting to re-write the facts of what actually occurred at the closed door meeting.
Moore (R-2) agreed with Hodge, saying that “the vote was on Mr. Haislip himself.”
Broomell sought to shift blame to the county’s “staff” and said they should have “let me know” that the law firm represented the county on many aspects of the Artesian matter. In fact, all county commissioners long ago received copies of the 2008 contract with Artesian that spelled out all the details and steps to be taken in the complex transaction and all areas in which legal counsel was involved, sources said.
As Broomell asserted she had been “conveniently” left out of the loop, Commissioner Moore shot a surprised look at Broomell, who then glared at her and said, “Why are you looking at me like that?”
Moore and Hodge voted against firing Haislip. But Broomell and her usual voting bloc, Commissioners Michael Dunn (R-3) and James Mullin (R-1) went along with her in the 8/9/11 secret vote. Although the vote was conducted in a secret session, the commissioners agreed to state publicly after the 8/9/11 meeting that action to fire Haislip had been taken.
As the rhetorical war raged among fellow commissioners on Tuesday, Mullin sought to have the commissioners express a “consensus” rather than have a formal vote to send the letter firing the entire law firm. Eventually, he tabled action on the letter and said the commissioners would discuss it again in yet another closed door meeting on Tuesday, for which the commissioners cited the exception to the state open meetings law to allow secret discussions of legal matters.
After more than three hours of secret discussions on Tuesday, participants said it was decided to send a letter only saying that Haislip had been fired and not specifying that the law firm was discharged.
But Hodge said there would be an “interesting discussion” of the issues at the next public worksession of the Commissioners.
Mullin said some of the commissioners had another lawyer in mind who was not employed by the Miles and Stockbridge firm to take over representation of the county and they would have to consider a ‘scope of work’ on what the new attorney would be expected to do and how the work product produced by the former lawyers would be conveyed to the new law firm.
But if that convoluted process delays the sale to Artesian, it could give Artesian more ammunition for a breach of contract action against the county.
Such a delaying tactic was espoused at the January 2011 annual meeting of the Cecil Land Use Alliance (CLUA), an ARCA ally that has also strongly opposed the Artesian transaction.
Minutes of the CLUA meeting show members crowed about having two county commissioners—Broomell and Mullin—as founding members of CLUA and suggested that “there is the possibility of letting the agreement between the county and Artesian expire” and “this would require action by the new Board of County Commissioners to limit the expiration date.”