This concerns the request by Sylvia Hungerford, Wayne Central School District; Board of Education of the Wayne Central School District; Frank Robusto, Joyce Lyke, John Triou, Richard Johnson, Jeff Schultz, Scott Griswold, Mark Wyse, Susan Newman, Tom Nicholson, Robert Armocida, Michael Havens and Mark Callahan, that Smith, Sovik, Kendrick & Sugnet, P.C. represent their joint interests in the above proceeding. This letter confirms that this firm’s acceptance of the representation is based on your joint and informed consent after full disclosure, which is discussed further herein.

We confirm that Plaintiffs claim that Sylvia Hungerford made defamatory slanderous statements about plaintiffs to co-workers. We further understand that plaintiffs claim defendants Wayne Central School District; Board of Education of the Wayne Central School District; Frank Robusto, Joyce Lyke, John Triou, Richard Johnson, Jeff Schultz, Scott Griswold, Mark Wyse, Susan Newman, Tom Nicholson, Robert Armocida, Michael Havens and Mark Callahan (1) failed to properly investigate plaintiffs’ complaints; (2) discriminated against plaintiffs because of their gender and perceived sexual orientation and; (3) retaliated against plaintiffs for making complaints. This confirms that defendants deny any violation of laws, deny that the alleged statements constitute slander or defamation and that defendants’ administrative decisions did not constitute retaliation. We also understand that, to the extent that Sylvia Hungerford made the alleged statements, Sylvia Hungerford admits the statements were not made within the scope of her employment.

As discussed, there are many benefits to being jointly represented in this proceeding, including facilitating the coordination of efforts to defend the case, improving the ease of communications, and taking advantage of possible savings in defense costs. Further, this firm has substantial experience in connection with the particular claims and defenses at issue. The interests of all defendants appear to be aligned because of the common and joint duties under the circumstances involved in this dispute and the applicable laws and case law. Likewise, the defendants have common and joint defenses to the claims asserted in the above proceedings. While there are some differences in the available defenses, these differences do not create a conflict of interest based on the information that is presently available to us. For instance, the alleged statements off campus and alleged statements on school grounds were outside of the course and scope of Hungerford’s employment.

In the event any material dispute arises between the defendants, we understand that Smith, Sovik. Kendrick & Sugnet P.C. will not be able to continue with any representation. Based on the information presently available to us, the foregoing disclosures and our discussions with you and prior disclosures, it appears there is no actual or possible conflict of interest that precludes our law firm from undertaking this joint representation. Even so, separate representation may later become necessary in the event that any actual conflict(s) of interest may subsequently arise.

While differences of opinion may arise at times over the strategy and the defense of the case, these are generally matters over which multiple clients ultimately agree or arrive at a consensus. These circumstances typically do not give rise to a true conflict of interest that will interfere with or compromise our ability to furnish joint representation and fulfill our duties and responsibilities to both of you. If either of you become aware of circumstances that may create a conflict of interest, please let us know immediately.

Because we will be representing all defendants, we regard such representation as invoking and being subject to the joint defense privilege. This should prevent third parties such as the plaintiffs from discovering any confidential and privileged disclosures that are protected from disclosure by the attorney-client privilege, the work product immunity and any other privilege or protection.

Please bear in mind that any disclosures to this Firm as your counsel must be shared with all clients. While none of you are required to disclose or communicate confidential, privileged or protected information and documents to your attorneys, please bear in mind that in the event that information and documents that you choose to disclose must be shared with and disclosed to all clients. Again, such disclosures should be subject to the protections of the joint defense privilege described above.

Further, Smith, Sovik, Kendrick & Sugnet, P.C., discloses that AIG has agreed to pay the approved fees and costs for the work performed in your defense as dictated by your policy with AIG. This Firm does other work for AIG, which includes representations of insured companies and other insureds. AIG’s normal practice is to require periodic status updates as well as analysis and evaluation of liability, potential exposure and the risk of litigating the matter.

Smith, Sovik, Kendrick & Sugnet, P.C., has not been engaged to represent defendants on any coverage disputes that may now exist or may later arise with AIG. You will need to retain separate counsel for any representation on such matters. Please furnish us with any documents received from AIG regarding any reservation of rights or denial of coverage.

This letter confirms that each of you consent to Smith, Sovik, Kendrick & Sugnet, P.C., openly and without restriction sharing disclosures or discussions with one of you to the other client, and sharing any document furnished by one of you with the other client, subject to the joint defense privilege and to any other privilege protecting any such disclosures from communication or publication to other parties or persons.