Wilmer's D.C. offices. Photo: Diego M. Radzinschi/NLJ

Wilmer Cutler Pickering Hale and Dorr is fighting back against a $13 million lawsuit alleging it was negligent in preparing the stock purchasing agreement between two former, embittered business partners.

The stock purchasing agreement between John DeBlasio and Thomas Charron led to a lawsuit one federal judge described as a "litigation bonanza rivaling Warren Adler's 'The War of the Roses.'" DeBlasio later sued Wilmer in April 2019, saying the firm's negligence cost him at least $13 million in damages. Discovery is set to end in the case March 1.

DeBlasio and Charron were U.S. Military Academy at West Point graduates who became military contractors, creating a company known as Sallyport Global Holdings. Over time, their personal and professional relationships deteriorated, to the point where they had to retain outside consultants to communicate.

DeBlasio offered to buy out Charron's 50% shares in Sallyport, and Wilmer was retained in February 2010 to craft that agreement. The stock purchase agreement contained a "windfall provision" that would give Charron 20% of the proceeds if DeBlasio sold Sallyport within a year.

However, DeBlasio contended Charron wasn't entitled to that cut unless Sallyport was sold for at least $65 million. That language was drafted, but, as U.S. District Judge William Pauley of the Southern District of New York noted, it was never included in the final agreement.

"Wilmer further breached the duty of care it owed to plaintiffs by negligently failing to inform and/or warn Mr. DeBlasio that the terms of the windfall protection clause would not operate as they had represented to him," DeBlasio said in his lawsuit.

Charron sued DeBlasio in September 2012 in the Southern District of New York after learning his former business partner sold Sallyport to DC Partners, a private equity firm, for $64.5 million. Pauley ruled in favor of Charron in December 2014, finding that the windfall provision gave him a 20% cut of the sale, regardless of the amount.

Pauley awarded Charron $15.7 million, which is 20% of $78 million, the real amount Sallyport sold for, the judge determined.

"This lawsuit is a sad denouncement to what began as a vibrant and symbiotic partnership between two West Point graduates," Pauley said, before adding that this "business divorce should have never spilled into a federal courtroom."

Pauley referenced Adler's "The War of the Roses." Although ostensibly named for the 37 years of civil war England experienced as warring noble houses competed for the throne, Adler's book is about a married couple that falls out of love.

DeBlasio's lawsuit, filed in D.C. Superior Court, levels charges of professional negligence, breach of fiduciary duty of undivided loyalty and negligent misrepresentation against Wilmer.

Wilmer is represented by lawyers from Carr Maloney in Washington and Goulston & Storrs in Boston. Richard Zielinski, a director at Goulston & Storrs, declined to comment.

DeBlasio is represented by Tom Watson and Curtis Renner of Watson & Renner; they did not respond to requests of comment as of press time.