Hall

nited States District Court

for the SQorthern District of Oklahoma

Case No. 25-cv-421-JDR-SH

ASHLEE HALL; HALL LAw Group, PLLC,

Plaintiffs,

versus

CHRISTOPHER MARSTON; DIANA MULLINS; EXEMPLAR Law,

LLC; EXEMPLAR COMPANIES, PBC,

Defendants.

OPINION AND ORDER

Plaintiffs Ashlee Hall and Hall Law Group, PLLC, allege that Defend-

ants Christopher Marston, Diana Mullins, Exemplar Law, LLC, and Exem-

plar Companies, PBC, conspired to deny Ms. Hall access to her legal clients

after she left Exemplar Law, and allege various federal and state law causes of

action against the Defendants as a result. Dkt. 2 at 32-51.’ Mr. Marston and

Ms. Mullins have moved to dismiss Ms. Hall’s claims against them. Dkt. 15.

Exemplar Law and Exemplar Companies (collectively “Exemplar”) have

filed a counterclaim against Ms. Hall and Hall Law alleging breach of con-

tract, malicious interference with contractual relations, and breach of fiduci-

ary duty. Dkt. 19. Ms. Hall moves to dismiss Exemplar’s counterclaims. Dkt.

28. The Court will first consider the motion to dismiss Ms. Hall’s claims

against Mr. Marston and Ms. Mullins, and then Ms. Hall’s motion to dismiss

Exemplar’s claims against both Hall Law and her.

' All citations use CM/ECF pagination.

No. 25-cv-421

The Court finds that Ms. Hall’s complaint states claims against both

Mr. Marston and Ms. Mullins and denies their motion to dismiss. Dkt. 15.

The Court also finds that Exemplar’s counterclaim does not state a claim

upon which relief could be granted against Hall Law and does not state a claim

for either breach of contract or malicious interference with contract against

Ms. Hall. But Exemplar properly asserts a counterclaim against Ms. Hall for

breach of fiduciary duty. The Court therefore grants in part and denies in part

Ms. Hall’s motion to dismiss. Dkt. 28. Exemplar may amend its counter-

claims to cure the deficiencies outlined in this opinion by February 27, 2026.

If it does not do so by that date, this order will become final.

Ms. Hall alleges that she joined Exemplar as its head of tax law in Feb-

ruary 2025. Dkt. 2 at 2. As part of her employment agreement, Exemplar and

Ms. Hall agreed that Ms. Hall’s pre-existing clients were to continue to be

represented by Ms. Hall as part of her personal book of business, and she

continued to be those clients’ attorney of record before the IRS. /d. at 3. Prior

to her employment, Ms. Hall had established accounts with legal and tax soft-

ware providers Clio and PitBullTax that she used to maintain and manage

client matters, communications, contacts, and assorted confidential infor-

mation. /d. Ms. Hall elected to continue using her existing Clio and Pit-

BullTax accounts to service her pre-existing client base upon her employment

by Exemplar. /d. Ms. Hall alleges that she never received new accounts or

sign-in information for Clio or PitBullTax from Exemplar and continued to

use her personal accounts licensed to Hall Law and her. /d. at 4. Ms. Hall also

states that she never provided her Clio login information to Exemplar or any

Exemplar employees but shared her login credentials to PitBullTax with Ms.

Mullins “to change billing information . . . and add requisite additional li-

censes.” Jd.

Ms. Hall resigned from Exemplar in July 2025, less than five months

after she joined the firm, citing Exemplar’s failure to provide her with

No. 25-cv-421

“operational and staffing support” to manage a tax law division. Jd. She al-

leges that after her resignation, Exemplar employees, including Ms. Mullins,

“gained unauthorized access to [her] C[lio] and PitBullTax accounts and

changed [her] login credentials to that of Exemplar’s CEO Mr. Marston.” Jd.

at 4, 15. Clio and PitBullTax subsequently refused to restore Ms. Hall’s access

to the accounts without either a court order or written agreement between

her and Exemplar. /d. at 5. Ms. Hall then sent Mr. Marston a cease-and-desist

letter to restore her access to the accounts; Mr. Marston responded by threat-

ening legal action against Ms. Hall. /d. at 19-20. Ms. Hall alleges that she “ex-

perienced severe anxiety, fear, stress, panic, nervousness, concern, and des-

peration” along with “severe sleep deprivation and mental anguish” due to

her inability to conduct her business and represent her clients because of her

exclusion from her Clio and PitBullTax accounts. Jd. at 15-16.

Ms. Hall alleges that Defendants violated the Stored Communications

Act when they gained unauthorized access to Ms. Hall’s Clio and PitBullTax

accounts and “obtained [Ms. Hall’s] confidential, proprietary, and sensitive

business records.” Jd. at 30-32. Ms. Hall also claims that the Defendants en-

gaged in conversion of her property under Oklahoma law, id. at 35-37, and

engaged in a conspiracy to convert her property, éd. at 37-38.

Ms. Hall likewise alleges that Mr. Marston and Exemplar violated the

Computer Fraud and Abuse Act. /d. at 32-35. She also claims that Mr. Mars-

ton and Exemplar tortiously interfered with her contracts and business rela-

tions, zd. at 38-41, tortiously interfered with her prospective economic ad-

vantage, zd. at 41-43, invaded her privacy, éd. at 43-44, and intentionally in-

flicted emotional distress upon her, id. at 44-48. Ms. Hall also requests the

Court grant her an injunction and declaratory relief confirming that she is the

legal owner of the Clio and PitBullTax accounts at issue, order all Defendants

to cease accessing her accounts or using any information gleaned from those

accounts, and produce a list of information that the Defendants gleaned or

modified from the accounts. /d. at 49-51.

No. 25-cv-421

Mr. Marston and Ms. Mullins move to dismiss Ms. Hall’s claims

against them, arguing they are immune from personal liability under Okla-

homa law because they are employees of Exemplar, and as employees, they

assert they are not liable to Ms. Hall because their alleged actions were on

Exemplar’s behalf. Dkt. 15.

Neither Ms. Mullins nor Mr. Marston argues that the substance of

Ms. Hall’s complaint does not plead claims for relief. Instead, they each argue

they are immune from liability. Ms. Mullins states that she cannot be held

individually liable on any allegation because any action she took was “at Mr.

Marston’s direction” and for neither personal gain nor to Exemplar’s detri-

ment. Dkt. 15 at 4 (emphasis in original). She cites multiple cases to support

her position, including Martin v. Johnson, 1998 OK 127, J 28, 975 P.2d 889,

895 (regarding the liability of a school district) and Benshoofy. Niles, 2016 OK

CIV APP 57, J 21, 380 P.3d 902, 907 (regarding the liability of a sheriff).? But

the cases Ms. Mullins cites to support her immunity are inapposite. The cited

cases involved employees of Oklahoma public entities whose personal tort li-

ability is limited by the Oklahoma Governmental Tort Claims Act.’ Ms. Mul-

lins does not cite to a single case or provision of Oklahoma law stating that an

> Both Ms. Mullins and Mr. Marston base their arguments for immunity in Okla-

homa law. Insofar as the Court finds that they are not immune from Ms. Hall’s claims under

Oklahoma law, Ms. Hall has also levied federal claims against both defendants. Dkt. 2. Ok-

lahoma law cannot grant immunity from a federal statute, so even if Ms. Mullins and Mr.

Marston were immune under Oklahoma law, that immunity would not stretch to Ms. Hall’s

claims under the Stored Communications Act and the Computer Fraud and Abuse Act. Doe

vy. Dynamic Physical Therapy, LLC, No. 25-180, 2025 WL 3506945, at *1 (U.S. Dec. 8, 2025)

(holding “a State has no power to confer immunity from federal causes of action.”). Neither

party has given the Court any alternative rationale for why they would be immune from Ms.

Hall’s federal claims.

3 Ms. Mullins and Mr. Marston argue that they have not argued the applicability of

the OGTCA to this action. Dkt. 31 at 3 n.1. But their near-exclusive reliance on cases ap-

plying the OGTCA indicates otherwise. In any event, cases applying the OGTCA are not

relevant to a case relating to the actions of employees of an out-of-state private law firm.

No. 25-cv-421

employee of a private entity has immunity because that employee’s alleged

tortious action was done at the direction or for the benefit of her employer.

Ms. Mullins further argues that because any action she took was as an

agent of either Mr. Marston or Exemplar, she is relieved from liability under

the doctrine of respondeat superior, and the liability instead attaches to

whichever principal in whose interests she acted. Dkt. 15 at 3-4. But this mis-

understands the doctrine. Respondeat superior permits a suit against a prin-

cipal for its agent’s actions, but it does not shield the agent against liability for

a tort it committed on a principal’s behalf. The Oklahoma Supreme Court

has made it clear that “[o]ne who commits a tortious act while acting as agent

for another within the scope of his authority is individually liable.” Shebester

v. Triple Crown Insurers, 1992 OK 20, J 16 n.21, 826 P.2d 603, 609 n.21 (em-

phasis in original). Ms. Mullins cannot argue that she is immune from liability

for any torts she committed simply because she did so at the direction of a

principal.

Mr. Marston, for his part, argues he is immune from liability because

he is the CEO of Exemplar Companies, PBC, and the Managing Member of

Exemplar, LLC, and that all actions he took were undertaken “explicitly on

behalf of [Exemplar] and in accordance with his duties and responsibility to

[Exemplar].” Dkt. 15 at 4. He then cites two provisions of Oklahoma law,

which he claims preclude filing suit against an officer of a corporation or a

* Mr. Marston and Ms. Mullins attached an affidavit to their motion stating that

their actions were done in their respective roles and in the interests of Exemplar alone. Dkt.

15-1. There are two problems with this affidavit. First, when considering a motion to dis-

miss, a Court may look only to the four corners of the complaint and may not consider

extrinsic evidence provided by the opposing party. Brown ». City of Tulsa, 124 F.4th 1251,

1264 (10th Cir. 2025). So the Court may not consider this affidavit in its deliberations. Sec-

ond, even if the Court were to consider this affidavit, the mere fact that Mr. Marston and

Ms. Mullins acted on behalf of Exemplar does not shield them from liability for tortious

actions they personally committed. Smoot v. B & J Restoration Servs., Inc., 2012 OK CIV

APP 58, 9116, 279 P.3d 805, 814.

No. 25-cv-421

member of an LLC for torts committed on behalf of a corporate entity. Id. at

4-5,

Considering each in turn, he first cites Okla. Stat. tit. 18 § 1124(B),

which reads “No suit shall be brought against any officer, director or share-

holder for any debt of a corporation of which he is an officer, director or share-

holder, until judgment is obtained therefore against the corporation and exe-

cution thereon returned unsatisfied.” Section 1124(B) is explicitly about the

“debt” of a corporation and states that if a corporation owes a debt, a director,

officer, or shareholder cannot be held responsible for the corporation’s debts

until and unless the corporation fails to pay them. But this case is not about a

corporate debt, and so section 1124(B) is irrelevant.

Mr. Marston next argues that Okla. Stat. tit. 18 § 682(B) precludes

suit, as it reads:

No suit or claim of any nature shall be brought against any of-

ficer, director or shareholder for the debt or liability of a corpo-

ration of which he or she is an officer, director or shareholder,

until judgment is obtained therefor against the corporation . . .

[t]his provision includes, but is not limited to, claims based on

vicarious liability . . . nothing herein prohibits a suit or claim

against an officer, director or shareholder for their own conduct

... not within the scope of their role. *

At first glance, this statute seems to prohibit Ms. Hall’s state-law claims

against Mr. Marston. But this statute “prohibits suits based solely on” a de-

fendant’s status as an officer, shareholder, or LLC member, and “does not

prevent a person from being sued directly for his own conduct.” Dennis ».

Good Deal Charlie, Inc., No. 20-cv-00295-GKF-JFJ, 2021 WL 815841, at *6

(N.D. Okla. Mar. 3, 2021). It likewise “does not preclude imposition of per-

sonal tort liability on an officer, director, or shareholder for the person’s acts

outside the scope of his or her role as an officer, director, or shareholder.” Jd.

° Okla. Stat. tit. 18 § 682(C) extends the same protection to LLC members.

No. 25-cv-421

And Oklahoma courts have held that “corporate officers may be individually

liable for their tortious conduct even if they are acting on behalf of the corpo-

ration and regardless of whether a corporation may be held vicariously liable

for the torts of its officers and directors.” Smoot v. B & J Restoration Servs.,

Inc., 2012 OK CIV APP 58, 716, 279 P.3d 805, 814.

Here, in addition to her federal claims, Ms. Hall has alleged that Mr.

Marsden engaged in conversion, conspiracy, tortious interference with con-

tract, business relationship, and prospective economic advantage, invasion of

privacy, and intentional infliction of emotional distress. Dkt. 2 at 33-51. Each

of these is a tort, and Smoot expressly precludes Mr. Marsden from relying on

his status as an officer or LLC member to seek immunity.® 2012 OK CIV APP

58, 916, 279 P.3d 805, 814.

Neither Ms. Mullins nor Mr. Marston is immune from liability under

Oklahoma law because of their position as employee, corporate officer, or

LLC member. They have also failed to give any reason why the Court should

dismiss Ms. Hall’s federal claims against them. The Court denies Ms. Mul-

lins’s and Mr. Marston’s motion to dismiss.’

° Mr. Marston and Ms. Hall focus most of their legal arguments on the concept of

piercing the corporate veil. Dkts. 15, 29. But the corporate veil doctrine protects a corporate

shareholder, director, or officer from liability for the corporation’s torts. It does not provide

a shield for a tortfeasor shareholder, director, or officer to avoid liability for torts they com-

mitted. Lockard Aircraft Sales Co. v. Dumont Aircraft Sales, LLC, No. 16-cv-469-JED-FHM,

2019 WL 4179515, at *2 (N.D. Okla. Sept. 3, 2019) (holding that a “corporate officer can be

held personally liable for the torts he commits and cannot shield himself behind a corpora-

tion when he is a participant”). Because Ms. Hali has pleaded that Mr. Marston is an indi-

vidual tortfeasor separate from Exemplar, the question of the corporate veil is irrelevant to

her claims. Dkt. 2.

Tn their reply, Ms. Mullins and Mr. Marston argue that because Ms. Mullins and

Ms. Hall are both residents of Oklahoma, this Court lacks diversity jurisdiction. Dkt. 31 at

4n.2. This is true. But Ms. Hall has sued all Defendants under the Stored Communications

Act, a federal statute. Dkt.'2 at 30-31; 18 U.S.C. §§ 1701 e¢ seg. This Court thus has federal

question jurisdiction upon that claim (and over her Computer Fraud and Abuse Act claim)

(footnote continues)

No. 25-cv-421

□ III

In its answer, Exemplar raises claims against both Ms. Hall and Hall

Law for breach of contract, malicious interference with contractual relations,

and breach of fiduciary duty. Dkt. 19 at 9-11. The Court finds that Exemplar

does not state claims upon which relief can be granted against Hall Law, and

that Exemplar’s allegations that Ms. Hall breached her contract and mali-

ciously interfered with Exemplar’s contracts do not state a claim. The Court

grants Ms. Hall’s motion to dismiss these causes of action. But the Court

finds that Exemplar has stated a claim for breach of fiduciary duty and denies

Ms. Hall’s motion as to that claim.

Exemplar pleads that Ms. Hall was hired as a fiduciary. Dkt. 19 at 8. It

then alleges that Ms. Hall executed a “Non-Solicitation and Client Buyout

Agreement” with Exemplar when she joined the company. /d. at 9. Exemplar

pleads that Ms. Hall converted “clients to [Ms.] Hall’s personal benefit,”

“falsely claim[ed] that Exemplar was not authorized to access” the disputed

Clio account, leading Clio to suspend it and prevent Exemplar from accessing

information within it, “deleted over 20 years’ worth of confidential client in-

formation in an effort to sabotage Exemplar,” and “solicited Exemplar clients

to leave Exemplar and to join her” at Hall Law. Jd.

To survive a motion to dismiss, Exemplar’s counterclaims must plead

facts sufficient “to state a claim to relief that is plausible on its face.” Bell At-

lantic Corp. v. Twombly, 550 U.S. 544, 570 (2007). “The allegations must be

enough that, if assumed to be true, the [counterclaimant] plausibly (not just

speculatively) has a claim for relief.” Robbins, 519 F.3d at 1247. In other words,

the Court must determine whether, taking all well-pleaded allegations as true,

and consequently has supplemental jurisdiction over Ms. Hall’s state-law claims against

Ms. Mullins, even without complete diversity.

No. 25-cv-421

the complaint provides a “reason to believe that [Exemplar] has a reasonable

likelihood of mustering factual support for [its] claims.” Ridge at Red Hawk,

LLC. ». Schnieder, 493 F.3d 1174, 1177 (10th Cir. 2007).

Exemplar alleges breach of contract, malicious interference with con-

tract, and breach of fiduciary duty claims against both Ms. Hall and Hall Law.

Ms. Hall argues that her non-solicitation and buyout agreement with Exem-

plar is unenforceable as a matter of law, that Exemplar did not identify any

other breach of her employment agreement, that Exemplar failed to allege

facts that Ms. Hall maliciously interfered with Exemplar’s contractual rela-

tions, and that Exemplar failed to allege that Ms. Hall owed it any fiduciary

duty. Dkt. 28. Ms. Hall also argues that Exemplar does not state a claim upon

which relief could be granted against Hall Law on any of its theories. /d. The

Court will address each of her arguments in turn.

First, Ms. Hall asserts that the non-solicitation and buyout agreement

with Exemplar is unenforceable as a matter of Oklahoma law, citing 7rwGreen

Lid. P’ship v. Oklahoma Landscape, Inc., 526 F. Supp. 3d 1080, 1090 (N.D.

Okla. 2021) for the proposition that these agreements violate Oklahoma pub-

lic policy.’ Dkt. 28 at 6-10. Further, she argues that the particular application

of these agreements to attorneys violates ethical rules permitting clients to

choose their representation. Jd. Exemplar argues that Okla. Stat. tit. 15 §

219(A) permits enforcement of its non-solicitation agreement. Dkt. 30 at 3-4.

Although Oklahoma law permits non-solicitation agreements in nor-

mal cases under Okla. Stat. tit. 15 § 219(A), the Oklahoma Rules of Profes-

sional Conduct expressly prohibit employment agreements that “restrict[]

* Exemplar did not attach the non-solicitation agreement to its counterclaim, but

Ms. Hall included it as an exhibit to her motion. Dkts. 19, 28. Although the Court may

consider extrinsic documents like contracts when necessary to resolve the case, the Court

need not and does not consider it because such agreements are expressly unenforceable

against attorneys under Oklahoma law.

No. 25-cv-421

the rights of a lawyer to practice after termination of the [employment] rela-

tionship.” OK ST RPC Rule 5.6. An agreement that restricts Ms. Hall from

soliciting clients “restricts the rights of a lawyer to practice” and the rights of

clients to their choice of representation and is unenforceable under Oklahoma

law. Jd. cmt. 1. Exemplar’s argument that Ms. Hall violated her employment

agreement by soliciting clients thus does not state a claim upon which relief

can be granted.

Next, Ms. Hall argues that Exemplar has not pleaded any other con-

tractual violation. To state a claim for breach of contract, Exemplar “must

allege that [Exemplar and Ms. Hall] had a valid contract, a breach of the con-

tract occurred, and [Exemplar] suffered damages resulting from the breach.”

McGregor v. Nat?! Steak Processors, Inc., No. 11-cv-0570-CVE-TLW, 2012 WL

2904547, at *3 (N.D. Okla. July 16, 2012). Exemplar argues that “Ms. Hall’s

contract contains other provisions independent of the non-solicitation provi-

sion that Ms. Hall breached.” Dkt. 30 at 3. But Exemplar has not specified

these provisions within the four corners of its counterclaim, nor has it pro-

vided the Court with the contract that it claims Ms. Hall violated. Dkt. 19. In

fact, Exemplar’s counterclaim stumbles on the first prong because the only

agreement mentioned in the counterclaim is the “Non-Solicitation and Client

Buyout Agreement.”? /d. at 9. Exemplar cannot try to save a deficient coun-

terclaim by arguing in its response that Ms. Hall violated a contract whose

existence it has not properly pleaded in its counterclaim.

’ Exemplar does refer to an “employment Agreement” in its counterclaim. Dkt. 19

at 9, 10. But “Agreement” is a defined term in the counterclaim, specifying the ‘““Non-So-

licitation and Client Buyout Agreement.” Jd. at 9. Exemplar has not alleged the existence

of any other employment agreement between it and Ms. Hall, let alone told the Court what

provisions Ms. Hall allegedly breached. Even assuming that Exemplar intended toreference

a separate employment agreement, merely stating that “[Ms.] Hall has violated her employ-

ment Agreement in excess of five hundred (500) times” or that there are “other provisions

... that Ms. Hall breached” is insufficient to state a claim. Jd. at 9-10.

No. 25-cv-421

Exemplar argues that dismissal of its counterclaim based on Ms. Hall’s

motion would be improper because it would “dismiss the Defendants’ claim

for breach of contract based upon her naked assertion that the entire contract

is contrary to Oklahoma law.” Dkt. 30 at 3. But the only contract that Exem-

plar has properly alleged existed, let alone that Exemplar has properly alleged

was breached, was the non-solicitation agreement. To state a facially plausible

claim for breach of contract, a plaintiff must allege facts showing the existence

of a contract between the parties. McGregor, 2012 WL 2904547, at *3. The

plaintiff must also allege the defendant’s breach of the contract, which re-

quires at least some specificity on the contractual provision allegedly

breached. /d. Even assuming arguendo that Exemplar has properly alleged the

existence of a contract separate from the non-solicitation agreement, Exem-

plar’s bare statement that Ms. Hall breached that contract is a “conclusory

allegation [ | without supporting factual averments,” and is “insufficient to

state a claim on which relief can be based.” Washington v. Washington, 605 F.

App’x 716, 718 (10th Cir. 2015) (quoting Hail v. Bellmon, 935 F.2d 1106, 1110

(10th Cir. 1991)) (omission in original).

Exemplar has not alleged the existence of any contract beyond the

“Non-Solicitation and Client Buyout Agreement” and has not pleaded suffi-

cient facts to plausibly allege that Ms. Hall breached any other contract that

did exist. Exemplar therefore has not alleged a breach of contract claim upon

which relief can be granted. The Court grants Ms. Hall’s motion to dismiss

Exemplar’s breach of contract claim.

Next, Ms. Hall argues that Exemplar has not alleged facts to state a

claim that she interfered with Exemplar’s contractual relations intentionally

or maliciously. To state a claim for malicious interference with contractual

relations, a party must show “‘(1) that the plaintiff had a business or contrac-

tual right that was interfered with, (2) that the interference was malicious and

wrongful, and that such interference was neither justified, privileged nor

No. 25-cv-421

excusable, and (3) that damage was proximately sustained as the result of in-

terference.” James Energy Co. ». HCG Energy Corp., 1992 OK 117, J 29, 847

P.2d 333, 340, as modified on reh’g (Mar. 2, 1993). The substance of Exem-

plar’s claim is that Ms. Hall “interfered with [Exemplar’s contractual] rela-

tionships by soliciting . . . clients to leave Exemplar.” Dkt. 19 at 10. Exemplar

has pleaded that it had contracts with which Ms. Hall interfered by soliciting

those clients to leave Exemplar for Hall Law; the Court will therefore move

to the next prong. Jd.

“The element of malice, for malicious interference, is defined as an

unreasonable and wrongful act done intentionally” and “necessarily involves

some degree of bad faith.” Tuffy’s, Inc. ». City of Oklahoma City, 2009 OK 4,

q 14, 212 P.3d 1158, 1165. Exemplar’s counterclaim for malicious interference

only indicates that it relates to Ms. Hall’s solicitation of clients. Dkt. 19 at 10.

Exemplar alleges that Ms. Hall solicited clients to leave Exemplar and to join

her when she was still employed at Exemplar. /d. at 9. It further alleges that

Ms. Hall “enlisted Exemplar legal assistant Summer Lopez to solicit Exem-

plar clients to leave Exemplar” when both were employed by Exemplar. Jd.

Exemplar does not cite, and the Court cannot locate, any precedent or

statute in Oklahoma law holding that mere solicitation of a client of an attor-

ney’s present firm to leave with the attorney is unreasonable and wrongful.

The Oklahoma Rules of Professional Conduct permit solicitation of profes-

sional employment by an attorney when the client contacted has a “prior pro-

fessional relationship with the lawyer.” OK ST RPC Rule 7.3(a).

Ms. Hali’s alleged solicitation of clients while she was employed by

Exemplar is not barred by the Oklahoma Rules of Professional Conduct or

Oklahoma law, or otherwise “unreasonable and wrongful” based on the facts

pleaded in Exemplar’s counterclaim. The Court is unwilling to infer that the

alleged solicitation could be the basis for a malicious interference with con-

tract claim without additional facts that plausibly indicate Ms. Hall’s actions

No. 25-cv-421

met the malice standard.! And the Court reads the Oklahoma Rules of Pro-

fessional Conduct as protecting attorneys from suits based on their other-

wise-lawful solicitation of clients because to do otherwise would impermissi-

bly impede a client’s right to choose its own representation. OK ST RPC Rule

5.6 cmt. 1."" The Court finds that Exemplar has not stated a malicious inter-

ference with contractual relations claim upon which relief can be granted, and

grants Ms. Hall’s motion to dismiss the claim.

Next, Ms. Hall argues that Exemplar has not sufficiently alleged the

existence of a fiduciary duty that she could have breached. Dkt. 28 at 13. Ex-

emplar states in its counterclaim that “[Ms.] Hall was a fiduciary, sharing in

the profits of [Exemplar]” and that Ms. Hall’s “employment Agreement and

relationship with Exemplar imposed fiduciary obligations upon her with re-

spect to Exemplar, its employees, its clients, and its confidential business in-

formation and processes.” Dkt. 15 at 8, 10. It further alleges that Ms. Hall

“breached those obligations on numerous occasions” but does not specify

which of the alleged actions breaches any fiduciary obligation. Jd. at 10.

© In response, Exemplar argues that it has given Ms. Hall “sufficient notice to de-

fend the allegations made against her” and does not attempt to rebut Ms. Hall’s argument

that Exemplar has failed to state a claim because it did not allege sufficient facts to argue

that Ms. Hall’s actions were unreasonable and wrongful. Dkt. 30 at 3. The standard for a

complaint is not “sufficient notice” for Ms. Hall to be able to respond; rather, Exemplar

must plead facts sufficient to support allegations that permit the Court to find that it “plau-

sibly ... has a claim for relief.” Robbins, 519 F.3d at 1247. The Court cannot find that Exem-

plar has a plausible claim for relief for malicious interference with contract when it does not

allege facts in its counterclaim to indicate that Ms. Hall’s alleged solicitation of its clients

was unreasonable and wrongful.

" Permitting a malicious interference claim for an otherwise-lawful solicitation of

clients would render Rule 5.6 a dead letter, as any plaintiff law firm seeking to punish an

attorney for leaving with clients would be able to argue that solicitation of a client to depart

with the attorney would qualify as malicious interference, subverting the public policy ra-

tionale supporting client choice of attorney underlying Rule 5.6.

No, 25-cv-421

To assert a claim for breach of fiduciary duty, Exemplar must plead

that “(1) a fiduciary relationship existed between the plaintiff and the defend-

ant that created a fiduciary duty that the defendant owed to the plaintiff; (2)

the defendant breached the fiduciary duty to the plaintiff; and (3) the breach

of the fiduciary duty was the direct cause of damages to plaintiff.” NV. Am. Ins.

Agency, Inc. v. Bates, No. CIV-12-544-M, 2013 WL 6150781, at *8 (W.D. Okla.

Nov. 22, 2013). Employees generally owe a duty of loyalty to their employer."

United Built Homes, L.L.C. v. Middleton, No. CIV-20-722-J, 2021 WL

6328014, at *3 (W.D. Okla. Nov. 2, 2021). Partners in a partnership also owe

a duty of good faith and fair dealing to the other partners and the partnership

as a whole. Haggard ». Harlin, No. CIV-06-615-M, 2007 WL 9711143, at *3

(W.D. Okla. Sept. 19, 2007).

Construing the evidence most favorably to Exemplar, Ms. Hall was

hired as a partner, and she “shar[ed] in the profits of [Exemplar]” with over-

sight responsibility within the firm. Dkt. 15 at 8. She thus owed Exemplar a

fiduciary duty beyond the basic duty of loyalty. Haggard, 2007 WL 9711143,

at *3. And even assuming she was merely an employee, Ms. Hall would still

owe a duty of loyalty to Exemplar. United Built Homes, 2021 WL 6328014, at

*3. Although Exemplar does not specify how Ms. Hall allegedly breached her

duty, there are at least two possible options within its counterclaim: her at-

tempt to access the disputed Clio account and subsequent denial of access to

Exemplar, and her alleged deletion of Exemplar’s data.¥ Dkt. 15 at 9.

Whether or not either of these allegations rise to the level of a breach of

” Although Exemplar alleges that Ms. Hall had multiple fiduciary duties, the only

one actually at issue is Ms. Hall’s fiduciary duty to Exemplar. Even assuming that Ms. Hall

could have a fiduciary duty to Exemplar’s employees or data separate from her duty to Ex-

emplar itself, a plaintiff may only recover for breach of the fiduciary relationship between it

and the defendant, not one between the defendant and a third party. N. Am. Ins. Agency, Inc.,

2013 WL 6150781, at *8.

Any theory that Ms. Hall breached her fiduciary duty by soliciting firm clients

could not be a basis for a breach action for the same reasons discussed in sections III(B)(1)

and III(B)(3), supra.

No. 25-cv-421

fiduciary duty is a factual question and not applicable at this stage. Exemplar

has stated a claim for breach of fiduciary duty, and the Court must deny Ms.

Hall’s motion to dismiss this claim.

Last, Ms. Hall asserts that none of Exemplar’s claims can apply to Hall

Law. Dkt. 28 at 5-6. She points out that Exemplar mentions Hall Law only

twice in its counterclaims, both times as the entity for which she allegedly

solicited Exemplar clients to depart. Jd. (citing Dkt. 19 at 9-10). Exemplar

“concede[s] that Hall Law did not have a contractual agreement with Exem-

plar” and withdraws its claim for breach of contract against Hall Law, leaving

only its claims for malicious interference and breach of fiduciary duty. Dkt.

30 at 2 n.1. For Exemplar’s malicious interference with contract claim, it has

not pleaded sufficient facts to plausibly state a claim against Ms. Hall. See §

III(B)(3), supra. It also has not pleaded facts to allege that Hall Law is sepa-

rately liable for malicious interference. Dkt. 19. Hall Law cannot be held liable

for Ms. Hall’s actions on Exemplar’s theory if her actions were not tortious,

and so Hall Law cannot be held liable for malicious interference with contract.

Exemplar also restates its claim for breach of fiduciary duty against

Hall Law on the theory that Ms. Hall was acting on Hall Law’s behalf when

she allegedly breached her fiduciary duty. Dkt. 19 at 10-11. Unlike its mali-

cious interference with contract claim, Exemplar has stated a claim against

Ms. Hall for breach of fiduciary duty, so the Court moves to consider its legal

argument that Hall Law is liable for her alleged breach. See § III(B)(4), supra.

Exemplar argues that “corporate acts or contracts on its behalf by a person or

persons owning all or practically all the stock are binding upon the corpora-

tion.” Dkt. 30 at 2 (citing Henry Bldg. Co. v. Cowman, 1961 OK 75, J 17, 363

P.2d 208, 212). But considering this quote in context, the Oklahoma Supreme

Court is discussing “the trend of authority” on the issue; in fact, this quote

is commentary on the Supreme Court of California’s opinion in Wenban Es-

tate v. Hewlett, 193 Cal. 675, 696 (1924), not an independent statement of

No. 25-cv-421

Oklahoma law. Henry Bldg. Co., 1961 OK 75, [J 16-17, 363 P.2d 208, 212. And

Henry Building Company \imits a court’s ability to “disregard the distinct ex-

istence” of a corporation and treat the corporation and its owner “as identi-

cal” only “when necessary to circumvent fraud, protect the rights of third

persons, and accomplish justice.” 1961 OK 75, 718, 363 P.2d 208, 213 (quot-

ing Mid-Continent Life Ins. Co. v. Goforth, 1943 OK 244, J 10, 193 Okla. 314,

143 P.2d 154, 157). No part of Exemplar’s counterclaims indicate that it is

“necessary” to disregard Hall Law’s independent existence to “circumvent

fraud, protect the rights of third persons, or accomplish justice” and so the

Court will not do so. Because the Court treats Hall Law as a separate legal

entity from Ms. Hall, and because Exemplar has not alleged an independent

basis for Hall Law to owe it a fiduciary duty, Exemplar’s claim against Hall

Law fails as a matter of law.

IV

For the reasons given above, Ms. Mullins’s and Mr. Marston’s motion

to dismiss [Dkt. 15] is denied. The Court grants Ms. Hall’s motion to dismiss

Exemplar’s breach of contract and malicious interference counterclaims

against her, and grants her motion to dismiss all counterclaims against Hall

Law. [Dkt. 28]. The Court denies Ms. Hall’s motion to dismiss Exemplar’s

breach of fiduciary duty claim. Exemplar may file amended counterclaims

subject to the findings in this opinion by February 27, 2026. If it does not do

so by that date, this order will become final.

DATED this 6th day of February 2026.

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JOHN D. RUSSELL

United States District Judge