Filed 6/4/14 PT Gaming v. Kang CA2/4 

NOT TO BE PUBLISHED IN THE OFFICIAL REPORTS 

California Rules of Court, rule 8.1115(a), prohibits courts and parties from citing or relying on opinions not certified for 

publication or ordered published, except as specified by rule 8.1115(b). This opinion has not been certified for publication 

or ordered published for purposes of rule 8.1115. 

IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA 

SECOND APPELLATE DISTRICT 

DIVISION FOUR 

PT GAMING, LLC, et al., 

 Plaintiffs and Appellants, 

 v. 

CONNIE KANG et al., 

 Defendants and Respondents. 

 B251841 

 (Los Angeles County 

 Super. Ct. No. YC068331) 

 ORDER MODIFYING OPINION 

 [NO CHANGE IN JUDGMENT] 

THE COURT: 

 It is ordered that the unpublished opinion filed May 29, 2014, be modified as 

follows: 

 1. At page 2, substitute the following for the second full paragraph: 

 In California non-Indian gambling establishments, a “third-party provider of 

proposition player services” (third-party provider) at each table collects winnings and 
2 

pays loses. (Bus. & Prof. Code, § 19984.) Agencies that employ these third-party 

providers must be owned and operated independently of casinos. John Park and Patrick 

Tierney owned Network Management Group (NMG), a company specializing in 

providing third-party providers to such establishments. During their partnership at NMG, 

St. Denis represented Park, Tierney and other entities. 

 2. At page 7, change the first word Appellants to Respondents. 

 There is no change in the judgment. 

*EPSTEIN, P. J. MANELLA, J. EDMON, J.** 

**Judge of the Los Angeles Superior Court, assigned by the Chief Justice pursuant to 

article VI, section 6 of the California Constitution. 
Filed 5/29/14 (unmodified version) 

NOT TO BE PUBLISHED IN THE OFFICIAL REPORTS 

California Rules of Court, rule 8.1115(a), prohibits courts and parties from citing or relying on opinions not certified for 

publication or ordered published, except as specified by rule 8.1115(b). This opinion has not been certified for publication 

or ordered published for purposes of rule 8.1115. 

IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA 

SECOND APPELLATE DISTRICT 

DIVISION FOUR 

 

PT GAMING, LLC, et al., 

 Plaintiffs and Appellants, 

 v. 

CONNIE KANG et al., 

 Defendants and Respondents. 

 B251841 

 (Los Angeles County 

 Super. Ct. No. YC068331) 

 APPEAL from an order of the Superior Court of Los Angeles County, Stuart M. 

Rice, Judge. Reversed. 

 Michael St. Denis Professional Corporation, Michael St. Denis; Law Office of 

Tracey Buck-Walsh, and Tracey Buck-Walsh, for Plaintiffs and Appellants. 

 Fox Rothschild, Jeffrey S. Kravitz, and Patrick J. Hagan, for Defendants and 

Respondents. 

___________________________ 
2 

 The issue on this appeal is standing. PT Gaming, LLC (PTG) retained attorney 

Michael St. Denis to sue former employees Connie Kang, Daein Kang, and Marcus 

Sheely (respondents) for breach of contract. After leaving PTG for a rival agency, 

respondents allegedly violated their employment agreement with PTG that prohibited 

them from soliciting their former colleagues to leave the company. St. Denis had 

represented respondents’ new employer, Certified Network M, Inc. (CNM) and its owner, 

John Park. The trial court granted respondents’ motion to disqualify St. Denis due to a 

concurrent conflict of interest. PTG and Michael St. Denis Professional Corporation 

(appellants) contend respondents lacked standing to bring the motion. It is clear that, 

under the circumstances alleged, Park had standing to disqualify St. Denis, but he has not 

sought to do so. The issue in this case is whether respondents have standing. We 

conclude they do not and, on that basis, reverse the order of the trial court. 

FACTUAL AND PROCEDURAL SUMMARY 

 In California off-reservation casinos, a banker at each gaming table collects 

winnings and pays losses, all facilitated through a casino dealer. Agencies that employ 

these bankers must be owned and operated independently of casinos. John Park and 

Patrick Tierney owned Network Management Group (NMG), a company specializing in 

providing bankers to off-reservation casinos. During their partnership in NMG, St. Denis 

represented Park, Tierney, and their entities. 

 After Park purchased a casino in 2008, he incorporated CNM to provide 

proposition player services. Then Park closed NMG and purchased Tierney’s interest. 

Park also sold NMG’s banking contracts to Tierney, who formed PTG to continue 

providing services under those agreements. PTG hired most of NMG’s bankers and other 

employees. CNM and PTG compete in Southern California, employing bankers who 

previously worked for NMG, Park, or his affiliates. 

 St. Denis continued to represent Park, Tierney, PTG, CNM, and Park’s affiliates 

“in a variety of matters in which he provided business, litigation, and employment-related 

advice.” He appeared as attorney of record in several actions on behalf of Park, CNM, 
3 

and Fortiss LLC, a company that provides counsel to Park and CNM. St. Denis also 

consulted with Fortiss LLC’s general counsel, who acts as legal co-counsel to CNM and 

Park on employment issues. As of May 2013, St. Denis continued to represent Park and 

Fortiss LLC in various ongoing matters. 

 Between March 2010 and October 2011, PTG hired respondents to work as 

bankers in off-reservation casinos. Each signed a “Confidentiality and Fair Competition 

Agreement,” which prohibited, for one year following the termination of their 

employment with PTG, direct or indirect solicitation, hiring, recruiting, or encouragement 

of any PTG employee to leave the company. Between November and December 2012, 

respondents resigned from PTG, and began working for CNM and Fortiss LLC. About 

that time, respondents allegedly contacted and encouraged PTG employees to quit PTG 

and work for competing companies. 

 In March 2013, PTG retained St. Denis, and filed two separate lawsuits against 

respondents: one against Daein Kang and Connie Kang, and a second against Marcus 

Sheely.1

 PTG’s two complaints alleged respondents breached their agreements by 

soliciting PTG employees to leave the company and to transfer to competitors. PTG 

argued these alleged violations resulted in “severe disruption of [its] operations, including 

but not limited to the loss of employees due to [respondents’] illegal and improper 

recruiting . . . .” In their answer, respondents claimed the agreements were 

unenforceable, and even if enforceable, they were not breached. 

 In May 2013, respondents moved to disqualify St. Denis as PTG’s counsel. This 

motion was supported by declarations from Park and their counsel. Respondents argued 

St. Denis’s representation of PTG was directly adverse to Park, CNM, and other current 

clients; there was a substantial relationship between current and previous cases such that 

 

1 In June 2013, the trial court consolidated PT Gaming, LLC v. Marcus Sheely (Case 

No. TC 027164) and PT Gaming, LLC. v. Connie Kang, et al. (Case No. YC 068331), 

which became the lead case. 
4 

the law presumed St. Denis acquired confidential information prejudicial to respondents; 

and St. Denis’s representation of PTG required him to serve as both an advocate and a 

witness. They also argued that PTG would not suffer prejudice if St. Denis were 

disqualified. Respondents claimed they had standing to bring the motion because St. 

Denis’s continued representation of PTG “would undermine the integrity of the judicial 

process,” pursuant to the standard in Kennedy v. Eldridge (2011) 201 Cal.App.4th 1197, 

1205 (Kennedy). They argued St. Denis displayed disloyalty by suing his own client’s 

employees. In the alternative, respondents asserted standing because they would be 

prejudiced by St. Denis’s presumed knowledge of confidential information obtained in 

prior representations. 

 In June 2013, appellants filed their opposition, on four grounds. First, they argued 

there could be no concurrent or successive conflict of interest because St. Denis never 

represented respondents. Second, respondents’ declarations and other evidence were 

inadmissible. Third, there was no evidence that St. Denis would serve as both an 

advocate and a witness. And, fourth, respondents’ motion was tactically abusive and 

should have been raised earlier. Appellants moved to strike the declarations of Park and 

respondents’ counsel because the declarations did not indicate they were based on 

personal knowledge, or sworn under the laws of the State of California. 

 Respondents filed a reply in support of their motion, and an opposition to 

appellants’ motion to strike. They also submitted amended declarations from Park and 

respondents’ counsel, adding the text, “I have personal knowledge of the facts set forth 

below,” and declaring the statements therein were made under penalty of perjury under 

the laws of the “State of California.” 

 In August 2013, the court granted respondents’ motion to disqualify St. Denis. It 

denied appellants’ request to strike the declarations of Park and respondents’ counsel, and 

overruled their evidentiary objections. It wrote, “Because Mr. St. Denis’s representation 

of [appellants] in the instant action is directly adverse to the interests of [respondents’] 

employer, John Park, who is a current client of Mr. St. Denis, the Court GRANTS the 
5 

Motion and disqualifies Mr. St. Denis as counsel for Plaintiff.” Appellants filed timely 

notices of appeal. 

DISCUSSION 

 We review an order granting or denying a disqualification motion for abuse of 

discretion. (Kennedy, supra, 201 Cal.App.4th at p. 1203; Great Lakes Construction, Inc. 

v. Burman (2010) 186 Cal.App.4th 1347, 1354 (Burman).) “The trial court’s ruling is 

presumed correct [citation] and reversal is permissible ‘only when there is no reasonable 

basis for the trial court’s decision’ [citation]. We accept as correct all of the court’s 

express or implied findings that are supported by substantial evidence.” (Kennedy, supra, 

at p. 1203.) 

 Appellants argue respondents lacked standing to bring the motion to disqualify St. 

Denis because they had not been his clients. Apparently, “no California case has held 

that only a client or former client may bring a disqualification motion.” (Kennedy, supra, 

201 Cal.App.4th at p. 1204.) On motions to disqualify, “[s]tanding generally requires 

that the plaintiff be able to allege injury, that is, an invasion of a legally protected 

interest. [Citation.] . . . Generally, before the disqualification of an attorney is proper, the 

complaining party must have or must have had an attorney-client relationship with that 

attorney. [Citation.]” (Burman, supra, 186 Cal.App.4th at p. 1356 [finding standing 

requirement “implicit” in disqualification motions].)2

 When the moving party lacks an 

attorney-client relationship, “some sort of confidential or fiduciary relationship” may be 

sufficient. (Dino v. Pelayo (2006) 145 Cal.App.4th 347, 353 [in cases of actual or 

potential disclosure of confidential information].) Nonclients “must meet [these] 

stringent standing requirements” by demonstrating “harm arising from a legally 

 

2 Because St. Denis also represents Park, this standing requirement provides a basis 

for Park to disqualify St. Denis. (See also Machado v. Superior Court (2007) 

148 Cal.App.4th 875, 881 [“an aggrieved nonparty who asserts that an attorney has 

undertaken adverse representation should file a collateral injunctive suit to end the 

conflicted representation”].) However, the record indicates that Park has not sought to do 

so. 
6 

cognizable interest which is concrete and particularized, not hypothetical.” (Burman, 

supra, at p. 1358.) 

 One court has held that “‘where the ethical breach is “‘manifest and glaring’” and 

so “infects the litigation in which disqualification is sought that it impacts the moving 

party’s interest in a just and lawful determination of [his or] her claims” [citation], a 

nonclient might meet the standing requirements to bring a motion to disqualify based 

upon a third party conflict of interest or other ethical violation.’ [Citation.]” (Kennedy, 

supra, 201 Cal.App.4th at p. 1204 [affirming standing of mother to move to disqualify 

paternal grandfather attorney in paternity dispute between mother and father, even though 

mother was not attorney’s client].) 

 Respondents cannot demonstrate a fiduciary relationship with St. Denis. PTG 

retained St. Denis to sue respondents for breach of the employment agreements with 

PTG. St. Denis also represents Park, owner of CNM, for which respondents work. But 

respondents made no showing that St. Denis represented respondents or established any 

kind of relationship with them. In fact, respondents admitted that they never had a formal 

relationship with St. Denis. Finally, respondents provided no relevant authority for their 

claim that St. Denis’s representation of Park was a basis for a fiduciary duty to 

respondents. 

 Nor can respondents show that St. Denis’s representation of appellants threatens 

the integrity of the judicial process or harms respondents’ interests. St. Denis’s 

representation of appellants, and his simultaneous and previous representation of 

respondents’ current employer, does not impact respondents’ ability to defend themselves 

in the underlying action. The fact that Park may have an indirect interest in the lawsuit 

against respondents does not mean that any harm to him necessarily flows to respondents. 

In addition, respondents’ claims that St. Denis’s interests escalate the stakes of the 

underlying litigation and exacerbate the tension between parties do not rise to the level of 

“a legally cognizable interest which is concrete and particularized, not hypothetical.” 

(Burman, supra, 186 Cal.App.4th at p. 1358.) 
7 

 Appellants cite two cases for the proposition that any indirect harm to Park 

“necessarily flows” to respondents. (Morrison Knudsen Corp. v. Hancock, Rothert & 

Bunshoft (1999) 69 Cal.App.4th 223, 240, 253 [unity of interests between parent and 

subsidiary corporations allows treatment as one entity under California conflict rules]; 

Baxter Diagnostics Inc. v. AVL Scientific Corp. (C.D.Cal. 1992) 798 F.Supp. 612, 616 

[plaintiff company is “inextricably intertwined with its parent holding company” thus 

injury to the parent company from conflict of interest necessarily flows to plaintiff, 

despite lack of attorney-client relationship].) These cases held that the two corporate 

entities were sufficiently related to create a conflict that merited disqualification. Here, 

respondents are not corporate subsidiaries or parent holding companies. It does not 

follow that employees of an entity suffer harm specific to their employers, for purposes 

of conflict analysis. 

 Further, contrary to respondents’ claim, St. Denis’s conduct was not sufficiently 

“‘“‘manifest and glaring’”’” that “‘“it impact[ed] the moving party’s interest in a just and 

lawful determination of [his or] her claims”’” and undermined the integrity of the judicial 

process.” (Kennedy, supra, 201 Cal.App.4th at pp. 1204, 1205.) Kennedy concerned a 

paternity dispute between a mother and a father. (Id. at pp. 1201-1202.) The reviewing 

court affirmed mother’s standing to move to disqualify father’s attorney, who was also 

the child’s paternal grandfather. (Id. at p. 1205.) The court wrote: “It makes no sense 

for a court to stand idly by and permit conflicted counsel to participate in a case merely 

because neither a client nor former client has brought a motion.” (Id. at pp. 1204-1205.) 

“‘[T]he court has an independent interest in ensuring trials are conducted within ethical 

standards of the profession and that legal proceedings appear fair to all that observe 

them.’” (Id. at p. 1205.) The appellate court described how the “plethora of family 

entanglements, potential misuse of confidential information, a conflict posed by the nearcertain prospect that counsel will have to testify” and concern for “the preservation of the 

integrity of the judicial system” supported the trial court’s disqualification order. (Id. at 

pp. 1200, 1205-1213.) 
8 

Kennedy is distinguishable. In that case, the paternal grandfather attorney might 

“have acquired confidential facts about [mother] and her family’s situation that could be 

used to [father’s] advantage.” (Kennedy, supra, 201 Cal.App.4th at p. 1205.) The court 

also identified “multiple and interconnected family entanglements [that] result[ed] in a 

strong appearance of impropriety and undermine[d] the integrity of the judicial system.” 

(Id. at p. 1211.) For example, the attorney paternal grandfather was counsel for his son, 

who was litigating against his son’s former girlfriend. (Ibid.) The paternal grandfather’s 

law firm previously had represented the mother’s father in a separate family law matter, 

during which he procured a declaration from the mother and employed the mother’s 

stepmother. (Ibid.) In addition, he was grandfather to the child who was the subject of 

the controversy. (Ibid.) Also, the nature and quality of the mother’s household was 

material to the ongoing dispute, as it would likely impact the court’s paternity decision. 

(Ibid.) Finally, the paternal grandfather was likely to be called as a witness. (Ibid.) 

 The principal factors supporting the finding in Kennedy are absent here. St. Denis 

represents respondents’ former employer in the suit against them, and their present 

employer in unrelated matters. Since St. Denis had no formal relationship with 

respondents, they cannot successfully claim that he obtained confidential information 

about them. In addition, St. Denis would not simultaneously serve as an advocate and a 

witness, as he submitted a declaration that he had “no personal knowledge . . . to testify 

in Court regarding the employment agreement” that respondents signed. Finally, the 

family entanglements central to Kennedy are not present here. For these reasons, the 

limited exception in Kennedy does not provide respondents with standing to disqualify St. 

Denis. Thus, the trial court abused its discretion in finding respondents had standing to 

bring the motion. 

 Respondents contend that regardless of standing, the trial court’s order should be 

affirmed since appellants cannot show the prejudice required for reversal. (See Code 

Civ. Proc., § 475.) Appellants apparently claim the disqualification of St. Denis 

prejudiced their ability “to retain the best possible counsel . . . .” Respondents argue the 
9 

outcome would not have been different, since appellants have not identified an exception 

to the mandatory disqualification rule in concurrent conflict cases. In addition, they 

contend Park and his entities could file a collateral action to disqualify St. Denis. In 

short, respondents contend St. Denis would have been disqualified regardless of 

respondents’ standing to bring their motion. However, St. Denis never represented 

respondents, so there is no concurrent conflict of interest. Nor is there evidence that Park 

or his entities have moved to disqualify St. Denis, or plan to do so. Accordingly, 

appellants have demonstrated prejudice sufficient to merit reversal. 

 Finally, respondents argue appellants did not dispute that St. Denis’s simultaneous 

representation of PTG, Park, CNM, and Fortiss LLC created a conflict. As a result, 

respondents argue, appellants forfeited that point. However, appellants have limited their 

appeal to the question of respondents’ standing to bring the motion to disqualify St. 

Denis. Accordingly, because we find respondents lacked standing to move to disqualify 

St. Denis, we do not decide whether the trial court correctly determined the merits of 

their motion. 

DISPOSITION 

 The order is reversed. Appellants are entitled to their costs on appeal. 

 NOT TO BE PUBLISHED IN THE OFFICIAL REPORTS

 EPSTEIN, P. J. 

We concur: 

MANELLA, J. EDMON, J.* 

________________________________________________________________________ 

* Judge of the Los Angeles Superior Court, assigned by the Chief Justice pursuant 

to article VI, section 6 of the California Constitution.