PRECEDENTIAL

UNITED STATES COURT OF APPEALS

FOR THE THIRD CIRCUIT

____________

No. 21-2496

____________

In re: MAXUS ENERGY CORPORATION, Debtor

THE MAXUS LIQUIDATING TRUST

v.

YPF S.A.; YPF INTERNATIONAL S.A.; YPF HOLDINGS, 

INC.; CLH HOLDINGS, INC.; REPSOL S.A.; REPSOL 

EXPLORACION, S.A.; REPSOL USA HOLDINGS, CORP.; 

REPSOL E&P USA. INC.; REPSOL OFFSHORE E&P 

USA, INC.; REPSOL E&P T&T LIMITED; REPSOL 

SERVICES COMPANY; JESSICA C. LAURIA, formerly 

Jessica C. Boelter

YPF S.A.; YPF International S.A.; YPF Holdings, Inc.;

CLH Holdings, Inc.,

Appellants

____________

On Appeal from the United States Bankruptcy Court 

for the District of Delaware

(No. 18-BK-50489)

Bankruptcy Judge: Honorable Christopher S. Sontchi
2

____________

Argued: May 3, 2022

Before: GREENAWAY, JR., PORTER, and PHIPPS, 

Circuit Judges.

(Filed:September 9, 2022)

____________

Victor L. Hou [ARGUED]

Ari D. MacKinnon

Jeffrey A. Rosenthal

Cleary Gottlieb Steen & Hamilton

One Liberty Plaza

New York, NY 10006

Adam G. Landis

Matthew B. McGuire

Landis Rath & Cobb

919 Market Street

Suite 1800, P.O. Box 2087

Wilmington, DE 19801

Counsel for Appellants CLH Holdings Inc., YPF 

Holdings Inc., YPF International S.A., and YPF S.A.

Rosemary J. Piergiovanni

Farnan

919 North Market Street

12th Floor

Wilmington, DE 19801
3

Catherine E. Stetson [ARGUED]

Johannah C. Walker

Hogan Lovells US

555 Thirteenth Street, N.W.

Columbia Square

Washington, DC 20004

Counsel for Appellee Maxus Liquidating Trust

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OPINION OF THE COURT

____________

PORTER, Circuit Judge.

Jessica Lauria, née Boelter (“Boelter”), moved from a 

law firm representing one party in a bankruptcy dispute to the 

firm representing the opposing party. Boelter’s then fiancé also 

worked for the new firm. The American Bar Association’s 

Model Rules of Professional Conduct (“Model Rules”), 

incorporated by the Bankruptcy Court’s local rules, imputes 

Boelter’s conflict to her new firm unless she, among other 

things, “is timely screened from any participation in the matter 

and is apportioned no part of the fee therefrom.” Model Rules 

of Pro. Conduct r. 1.10(a)(2) (Am. Bar Ass’n, 2020). The new 

firm, White & Case LLP, timely screened Boelter. But 

Boelter’s former client moved to disqualify White & Case, 

arguing that a screen was not enough. The Bankruptcy Court 

denied the motion, holding White & Case’s screen was 

sufficient to prevent Boelter’s conflict from being imputed to 

the entire firm. Because the Model Rules state that a timely 
4

screen, together with certain other requirements, prevents 

conflict imputation, we will affirm the Bankruptcy Court.1

I

This case stems from the Chapter 11 bankruptcy of 

Maxus Energy Corporation (“Maxus”). In 2018, Maxus 

Liquidating Trust (“Trust”) sued Maxus’s parents, YPF S.A., 

YPF International S.A., YPF Holdings, Inc., and CLH 

Holdings, Inc. (collectively, “YPF”), asserting fraudulent 

conveyance and alter ego claims.

White & Case represented the Trust from the start. 

Sidley Austin LLP represents YPF. Cleary Gottlieb Steen & 

Hamilton LLP represents YPF on issues related to the Motion 

to Disqualify and this appeal.

Boelter was a partner in Sidley’s restructuring group. 

She participated in Sidley’s initial pitch to represent YPF. She 

helped negotiate the engagement letter, worked with others on 

certain motions, was admitted pro hac vice in the proceeding, 

was copied on email correspondence with YPF, attended 

1 As other courts have done, the Bankruptcy Court 

incorporated an external set of disqualification standards, in 

this case the Model Rules. See Bankr. D. Del. R. 9010-1(f); cf., 

e.g., United States v. Miller, 624 F.2d 1198, 1200 (3d Cir. 

1980). Without a challenge to that incorporation, our analysis 

proceeds under those rules. Although a court may still use its 

inherent authority to disqualify counsel or a firm for reasons 

beyond those in the incorporated rules, we are satisfied that in 

these circumstances the Model Rules suffice and no need exists 

to invoke inherent authority to address additional 

considerations.
5

several meetings, and was considered by YPF executives as 

“an integral part” of its legal team. J.A. 54. She billed a total 

300 hours to the YPF representation, mostly early on.

Thomas Lauria (“Lauria”) is a partner in White & 

Case’s restructuring group. Lauria did not record any time 

related to the case. He was listed as counsel for one of Maxus’s 

creditors during the Chapter 11 proceedings, but he never 

entered an appearance. Boelter started dating Lauria in 2017,

before she pitched Sidley to YPF. In late 2018 Boelter and 

Lauria’s relationship became exclusive, and they lived together 

starting in 2019. Sidley knew of the relationship, but it is 

unclear from the record whether YPF knew.

While engaged to marry Lauria, Boelter moved to his 

firm, White & Case. When she did so, White & Case followed 

the Model Rules. From the start, Boelter went through a 

standard conflict-screening process. White & Case 

implemented an ethical wall, which both parties agree qualifies 

as a screen, beginning on Boelter’s first day; obtained her 

acknowledgment that she would comply with it; and 

periodically certified her compliance.2 White & Case did not 

give any portion of its fee from the YPF adversary proceeding 

to Boelter. White & Case gave YPF written notice of Boelter’s 

employment the day she began with the firm. The letter 

explained the nature of White & Case’s screen and included a 

2 White & Case used both an inclusionary and an exclusionary 

screen. The inclusionary screen prohibits all attorneys and staff 

from involvement in the YPF representation if not assigned to 

it. Those excluded attorneys and staff cannot access records or 

other information related to the representation. The 

exclusionary screen prevents Boelter, specifically, from 

involvement in the YPF representation in any way.
6

statement of the firm’s and of Boelter’s compliance with the 

Model Rules. White & Case also stated that review may be 

available before a tribunal. The firm agreed to respond 

promptly to any written inquiries or objections about the 

screening procedures. In fact, it provided additional 

information to YPF attorneys in their later discussions. Boelter 

says she never breached the screen.

YPF never thought any screen could be good enough. 

So it moved to disqualify White & Case from representing the 

Trust. The Bankruptcy Court denied the motion after applying 

a multifactored test, holding that exceptional circumstances did 

not exist to impute Boelter’s conflict to the entire firm despite 

a screen. YPF then moved for direct appeal, which the 

Bankruptcy Court granted. This Court authorized YPF’s

appeal.

II

We have jurisdiction to hear certified, direct appeals 

“from final judgments, orders, and decrees,” as well as certain 

“interlocutory orders and decrees,” from bankruptcy courts. 28 

U.S.C. §§ 158(a), 158(d)(2)(A). As relevant here, our 

jurisdiction over a non-final bankruptcy court order has two 

prerequisites: The bankruptcy court must certify that its order 

“involves a question of law as to which there is no controlling 

decision of the court of appeals for the circuit or of the Supreme 
7

Court of the United States,” and the court of appeals must 

“authorize[] the direct appeal.” Id. § 158(d)(2)(A).3

The Bankruptcy Court certified two of the six issues 

YPF requested. And we granted permission to appeal on those 

two issues plus one other. But it does not matter which issues 

the Bankruptcy Court certified or we authorized. That is 

because we will “treat certified questions under 28 U.S.C. 

§ 158(d)(2)(A) essentially as we treat certified questions from 

district courts under 28 U.S.C. § 1292(b).” In re Franchise 

Servs. of N. Am., Inc., 891 F.3d 198, 206 (5th Cir. 2018). We

will do so because “appellate jurisdiction applies to the order

certified to the court of appeals, and is not tied to the particular 

question formulated by the district court.” Yamaha Motor 

Corp. v. Calhoun, 516 U.S. 199, 205 (1996). Here, too, section 

158(d)(2)(A) requires the lower court to certify a “judgment, 

order, or decree,” not a specific issue, for appeal. Because all 

of the requirements of section 158(d)(2)(A) are met here, we 

have jurisdiction to review the entire order subject to this 

appeal.

III

The Bankruptcy Court for the District of Delaware 

incorporated the Model Rules in its local rules governing

professional conduct. See Int’l Bus. Mach. v. Levin, 579 F.2d 

271, 279 n.2 (3d Cir. 1978) (“[T]he conduct of practitioners 

3 The Bankruptcy Court could also certify that “the judgment, 

order, or decree involves a question of law requiring resolution 

of conflicting decisions” or that “an immediate appeal from the 

judgment, order, or decree may materially advance the 

progress of the case or proceeding in which the appeal is 

taken.” 28 U.S.C. § 158(d)(2)(A)(ii)–(iii).
8

before the federal courts must be governed by the rules of those 

courts.”); see also Law v. Siegel, 571 U.S. 415, 420–21 (2014) 

(noting a bankruptcy court’s inherent power to sanction).4 We 

review the Bankruptcy Court’s interpretation of the Model 

Rules as a question of law subject to de novo review. United 

States v. Miller, 624 F.2d 1198, 1201 (3d. Cir. 1980). We 

review the Bankruptcy Court’s denial of disqualification as a 

sanction for abuse of discretion. Id. An abuse of discretion 

requires “a clearly erroneous finding of fact, an erroneous legal 

conclusion, or an improper application of law to fact.” In re 

Prosser, 777 F.3d 154, 161 (3d Cir. 2015). In short, an abuse 

of discretion occurs “where no reasonable person would adopt” 

the lower court’s view. United States v. Foster, 891 F.3d 93, 

107 n.11 (3d Cir. 2018).

4 The Bankruptcy Court’s local rules state:

Subject to such modifications as may be required 

or permitted by federal statute, court rule or 

decision, all attorneys admitted or authorized to 

practice before this Court, including attorneys 

admitted on motion or otherwise, shall also be 

governed by the Model Rules of Professional 

Conduct of the American Bar Association, as 

may be amended from time to time. 

Bankr. D. Del. R. 9010-1(f). The Bankruptcy Court’s local

rules incorporated neither the Model Rule’s commentary nor

the American Bar Association’s Formal Opinions interpreting 

the Model Rules, so both are nonbinding though we consider 

their persuasive value.
9

A

To begin, Model Rule 1.9 prohibits a lawyer who has 

formerly represented a client in a matter from “represent[ing] 

another person in the same or a substantially related matter in 

which that person’s interests are materially adverse to the 

interests of the former client.” Model Rules of Pro. Conduct r. 

1.9. Both parties agree that Model Rule 1.9 prohibits Boelter 

from participating in White & Case’s representation of the 

Trust, and both parties agree that she did not try to do so. 

Model Rule 1.10(a), though, states that no lawyer at a 

firm “shall knowingly represent a client when any one of them 

practicing alone would be prohibited from doing so by Rules 

1.7 or 1.9, unless”:

(i) the disqualified lawyer is timely screened 

from any participation in the matter and is 

apportioned no part of the fee therefrom; (ii) 

written notice is promptly given to any affected 

former client to enable the former client to 

ascertain compliance with the provisions of this 

Rule . . . ; a statement of the firm’s and of the 

screened lawyer’s compliance with these Rules; 

a statement that review may be available before 

a tribunal; and an agreement by the firm to 

respond promptly to any written inquiries or 

objections by the former client about the 

screening procedures; and (iii) certifications of 

compliance with these Rules and with the 

screening procedures are provided to the former 

client by the screened lawyer and by a partner of 

the firm, at reasonable intervals upon the former 
10

client’s written request and upon termination of 

the screening procedures.

Model Rules of Pro. Conduct r. 1.10(a)(2). The word “unless” 

signals a condition subsequent, so meeting the conditions of 

what follows relieves the preceding duty. Here, if a firm 

adheres to the conditions subsequent by screening the 

disqualified attorney, allocating to him no part of the fee from 

the conflicted representation, and following the other 

procedures in Model Rule 1.10(a)(2), the disqualified 

attorney’s conflict cannot be imputed to the entire firm.

The Bankruptcy Court suggested an “exceptional 

circumstances” exception to Model Rule 1.10(a)(2). White & 

Case agreed with this approach. The Bankruptcy Court also 

analyzed the case under a multifactored test from an 

unpublished district court opinion. See Enzo Life Scis., Inc. v. 

Adipogen Corp., No. 1:11-CV-00088-RGA, 2013 WL 

6138791, at *3–4 (D. Del. Nov. 20, 2013).5 YPF thought this 

multifactored test should be the rule. Both those approaches

ignore the ordinary meaning of Model Rule 1.10(a)(2), which 

does not create an “exceptional circumstances” standard or 

incorporate a multifactored test with no basis in the rule’s text.

5 The test originated in a Pennsylvania Supreme Court 

dissenting opinion written before the Model Rules allowed 

screening to prevent conflict imputation, and it cites a different 

persuasive authority for each prong of the test. See Maritrans 

GP Inc. v. Pepper, Hamilton & Scheetz, 602 A.2d 1277, 1289 

(Pa. 1992) (Nix, C.J., dissenting).
11

Whether a firm’s conflict-of-interest procedures qualify 

as a “screen” under Model Rule 1.0(k) is a different question. 

Model Rule 1.0(k) defines a screen as “the isolation of a lawyer 

from any participation in a matter through the timely 

imposition of procedures within a firm that are reasonably 

adequate under the circumstances to protect information that 

the isolated lawyer is obligated to protect under these Rules or 

other law.” Model Rules of Pro. Conduct r. 1.0(k). Courts must 

determine, based on the facts of each case, whether a firm’s 

conflict-of-interest procedures qualify as an effective screen.

Of course, disqualification remains an option if individual 

lawyers disregard the limitations imposed by an otherwise 

adequate screen.

YPF also argues that White & Case failed to adhere to

Model Rule 1.10(a)(2)(i) because it did not ensure that Lauria,

too, “is apportioned no part of the fee therefrom.” But the rule

directs that only the “disqualified lawyer” must be 

“apportioned no part of the fee” from the matter at issue. Model 

Rules of Pro. Conduct r. 1.10(a)(2)(i). Here, that means 

Boelter, not her spouse, must not receive proceeds of fees 

arising from the conflicted representation. The Bankruptcy 

Court correctly reached the same conclusion.

B

The Bankruptcy Court did not abuse its discretion when 

it held that White & Case complied with Model Rule 

1.10(a)(2), and thus is not disqualified from representing the 

Trust. The Bankruptcy Court found that “White & Case 

implemented a thorough, robust ethical screen between Ms. 

Boelter and the YPF adversary proceeding and all related 

issues immediately upon Ms. Boelter joining the firm.” J.A. 22.

Indeed, YPF does not dispute that White & Case’s conflict-of-
12

interest procedures are a screen. Boelter will not receive any 

part of the fees from White & Case’s representation of YPF.6

The Bankruptcy Court, moreover, found that White & Case 

gave YPF “prompt and exhaustive notice of the screening 

procedures, as well as repeated statements that White & Case 

and Ms. Boelter would comply with the screening procedures.” 

J.A. 22. And White & Case said it would respond promptly to 

any inquiries from YPF about the screen, including inviting 

YPF to provide input. White & Case further stated that review 

may be available before a tribunal. The Bankruptcy Court thus 

reasonably concluded that “White & Case and Ms. Boelter 

complied to the letter with the applicable ethical rule.” J.A. 23. 

So it did not abuse its discretion by refusing to disqualify White 

& Case.

* * *

For these reasons, we will affirm the Bankruptcy

Court’s order.

6

In response to interrogatories, White & Case said that 

“partners at White & Case are not compensated based on 

specific case outcomes or earnings.” J.A. 796. So neither 

Boelter nor Lauria will receive any compensation based on the 

firm’s representation of the Trust. Although the local rules do 

not incorporate the Model Rules’ comments, one comment 

persuasively says that Model Rule 1.10 “does not prohibit the 

screened lawyer from receiving a salary or partnership share 

established by prior independent agreement, but that lawyer 

may not receive compensation directly related to the matter in 

which the lawyer is disqualified.” Model Rules of Pro. Conduct 

r. 1.10, cmt 8.