According to the allegations in the Bombay high court section 9 petition against former Cyril Amarchand Mangaldas (CAM) Chennai partner Dorothy Thomas, Thomas “in direct collusion with” Shardul Amarchand Mangaldas instructed associates to “extract confidential files” of CAM’s “in a systematic and pre-planned manner” from 26 September before she and her team had resigned from the firm.
- Update: Click here to read parts of the CAM petition, including the partnership deed, that were internally circulated to CAM partners
- Update 19:45: Read Dorothy Thomas’ emailed response to CAM of 5 October, as first published by Bar & Bench, arguing that the CAM partnership deed was not effective since it was never seen before and after signing.
When asked for comment on Saturday (15 October), Shardul Amarchand Mangaldas chairman Shardul Shroff, who is not a party to the petition, denied the allegation, saying that he had insisted that “no original documents or records, whether pertaining to litigation or transactions, was either consciously or inadvertently left in the possession of any lawyer who resigned. I had mentioned this for their own protection.”
Thomas and CAM managing partner Cyril Shroff declined to comment, with Thomas noting that the matter was subjudice and settlement talks were continuing.
The petition notes that on 3 October (with Thomas not yet having resigned), CAM “all of a sudden, received resignation letters” from Thomas’ team, which were “synchronized and identical in form and substance, were in the flagrant breach” of their CAM retainership agreements, and purported to take effect immediately “without following the 2 (two) months notice period”.
Thomas, allegedly “contemporaneously upon receipt of the said resignation letters” sent an email to CAM management representatives “feigning ignorance and helpless (sic) and asked the representatives for help”. CAM, according to its petition, responded by “rushing” partners to Chennai to convince Thomas’ team members to “serve their contractual notice periods”.
On 4 October, CAM discovered “files and vast amounts of confidential information belonging” to CAM, had allegedly been removed from the office, leading to protracted negotiations between Thomas, her team and CAM. Thomas denied that she had taken any files, according to the petition.
Thomas, according to the petition, “resigned with immediate effect” from CAM late on 5 October.
Nine cardboard boxes and some loose files and folders were allegedly returned by Thomas’ driver to CAM’s Chennai office on 8 October, after negotiations between the parties.
The WhatsApp conversations
Shardul Shroff has responded to us with a detailed emailed account of his perspective of the dispute, noting that he was only giving guidance to Thomas and her team who had approached him, after the “oppressive behavior by the management of CAM who had decided to shut down the operations of the Chennai office within 1 month, without in any manner thinking or caring for them”, threatening not to pay departing lawyers pro rated bonuses and increased salaries despite the office having met its targets.
He added: “I have not, and have never asked anyone of Dorothy or her team to leave CAM nor have I induced them in any manner.”
The petition cites purported WhatsApp conversations between Shardul Shroff and Thomas and her team, in which Shroff apparently counsels them on the best strategy on how to resign en masse, sending them a draft of their resignation letters, and exhorting them to secretly conduct “intense preparations” for departure and to keep discussions “totally confidential till the resignations go in”.
Shardul Shroff also advises Thomas and her team on WhatsApp to “keep them [CAM] guessing what will hit the press” by avoiding a video conference call with CAM partners L Vishwanathan and Arjun Lall, who would “fear… that you will speak to the press” and attempt to “brainwash” the team by “trying to remove a grievance to get bragging rights that the team left for extraneous reasons”.
We have not been able to confirm the substance of allegations that CAM had said it would not pay increments and pro-rated bonuses to the Chennai team, but it appears from the WhatsApp transcripts that CAM communicated that it would pay dues to associates around 3 October, after which Shardul Shroff wrote on WhatsApp: “He [Vishwanathan] will bind to team to sign a settlement with Camco not to speak. You need that market advantage that they announced closure and terrorised the associates by saying no appraisal and no arrears. Don’t give up that advantage. All of you consider my views and message me your views and instinct on this sudden white flag. Sau Chuhe kha ke billi Haj ko chali! [Hindi proverb: acting nobly now does not absolve hundreds of prior sins].”
He advises the team to engage with CAM in writing instead, and that the basis of their “unprecedented collective action” of resignations without notice took place under the principle of “anticipatory breach of contract”, due to CAM having “failed in their duty to pay arrears, give appraisal and bonus”. However, he cautions against an alternative approach apparently suggested by an associate (but not included in the petition), which CAM “will turn around and twist this and say it’s blackmail by the team. They will try and play victims instead of the wrongdoers they factually are”.
Shardul Shroff on WhatsApp appears to counsel Thomas and her team in detail on the public relations perspective in exit negotiations with CAM, saying that “they will try to turn the tables on you to look good in the press. A whole office resigning is unprecedented. Don’t loose its impact”. Shardul Shroff also advises them to use as leverage in the CAM exit negotiations the threat that a notice by CAM would “leak to legally india” and that the “whole world will know how badly they have behaved”.
Excerpts from CAM’s petition and Shardul Shroff’s responses
We have re-published unredacted excerpts from CAM’s petition, a copy of which we have obtained, and Shardul Shroff’s responses below, in the order they originally appeared in the petition and Shroff’s response. However, we have split up the petition and responses for readability purposes and to roughly correspond to respective allegations, sections and chronology.
CAM’s petition against Thomas alleges:
Shardul Shroff commented:
As you are aware I am presently overseas in the middle of marriage festivities. As you are further aware, neither Shardul Amarchand Mangaldas & Co (SAM) nor I are parties to the proceedings filed by Cyril Amarchand Mangaldas (CAM) against Dorothy.
I am not aware of the context in which purported whatsapp messages have been produced in the Section 9 proceedings. I would like to repeat and reiterate that I have not, and have never asked anyone of Dorothy or her team to leave CAM nor have I induced them in any manner.
The petition then alleges:
Shardul Shroff denies that he colluded to documents being removed from CAM, but had only guided the team on issues related to their resignation, upon request. Shardul Shroff commented:
Dorothy and her team had approached me after they had decided to leave CAM on account of the oppressive behavior by the management of CAM who had decided to shut down the operations of the Chennai office within 1 month, without in any manner thinking or caring for them. In view of CAM’s decision to close down their Chennai operations, these lawyers wanted to pursue their legal careers with SAM.
It is the Chennai team that sought my guidance on issues of their resignation etc which I guided them on. They had decided to leave and I insisted that no original documents or records, whether pertaining to litigation or transactions, was either consciously or inadvertently left in the possession of any lawyer who resigned. I had mentioned this for their own protection.
You have sent to me unconnected paras 4, 5 and 6 from what you say is an extract of the Section 9 application between CAM and Dorothy. The allegations made in the said paragraphs relating to SAM or me personally are totally false and incorrect and I am sure that Dorothy in her reply to the proceedings will bring the true facts to light.
The petition then cites extracts from a WhatsApp group ostensibly created by Shardul Shroff with Thomas and her team, called “Dorothy team” and “SAM Joinees” created from 26 September 2016 to allegedly “mastermind the whole criminal operation like a general” (underlined emphasis added by CAM in its petition to the WhatsApp transcripts):
Shardul Shroff commented on Saturday (15 October) to Legally India, that he only responded to Thomas reaching out to him to join SAM Chennai, after CAM decided to close the Chennai office and focus only on Mumbai, Delhi and Bangalore. Shardul Shroff also commented that CAM had denied the team increments and pro rata bonuses (CAM denies this elsewhere in the petition, claiming that the firm had offered Thomas and her team pro rata bonuses and increments):
I had advised you yesterday “you would indeed be curious to receive off the record background about why CAM came about the situation of en masse leaving, but I did not want to comment since I was not a party nor SAMCo a party to the proceedings.” I had also told you that settlement talks between CAM and Dorothy were on going and my talking at this stage would not be appropriate or helpful. However, I need to set the record straight for myself.
On the 24th of September 2016, Dorothy and her colleagues, intimated to me their desire to en masse leave CAM as:
(i) since mid-August, Cyril Shroff, Vandana Shroff, L Vishwanathan and Arjun Lall had communicated to her and her entire team that the management had taken a decision to shut down the Chennai operations with a view to concentrate only on 3 offices of Mumbai, Delhi and Bangalore;
(ii) despite their having exceeded their targets for a 6 month period, CAM had not reset their retainers and salaries, not promoted the retainers and not paid pro rata bonus for the extra ordinary performance; and
(iii) she was unwilling to run a solo operation which involved financial obligations 4x beyond her livelihood and the associates wanted to work with a known brand. Dorothy expressed that at meetings in Mumbai, they had already been told that if they did not fall in line, they would be given one month’s notice and asked to leave.
She expressed that her entire team was with her and that they would like to speak with me on Sunday (25 September 2016) via Skype.
I was informed of the aforesaid facts during a Skype call on 25th September 2016 on which all entire Chennai team participated. They expressed that they were very disappointed with the management of CAM unilaterally deciding to shut down the Chennai operations, without concern of the fact that the market had been single-handedly developed by their team. They informed me that they had decided to participate on the Skype call as each of them had already decided to leave CAM and wanted to explore their options with SAM, which had just opened its office in Chennai.
Shardul Shroff further commented that he had insisted that the “process of handover must be orderly” and all assets should be returned to CAM, and phone numbers on firm-provided mobile phones should be copied onto their personal phones:
On the Skype call, each of them expressed that they would tender a joint resignation to CAM, however, since there were individual retainerships with CAM, individual letters of resignation had to be issued. In this context, the Chennai team sought my guidance on termination of the retainerships and arrangement with CAM and to that extent I guided them. Further, unless they had resigned on the basis of what they had narrated to me, the question of providing them a retainer at SAM would not have arisen.
On the call they expressed their strong desire to join SAM and requested for draft retainership agreements.
I had clearly indicated that this process of handover must be orderly and every single asset that was in the custody or control of the individual lawyers should be made over to CAM. Since they had official mobile phones that had to be surrendered upon their suo moto resignation from CAM, they were requested to copy their phone directories on their personal phones.
I believe that on 3rd October 2016, all the Chennai associates who had decided to leave CAM before they reached out to me, tendered their resignations and I am told by Dorothy that she had told her Bangalore colleagues to come down and take possession of the Chennai office. I further understand that on the 4th of October, Dorothy met Arjun Lall, Arun Prabhu and another partner of CAM. She handed over what was delivered to her by her associates.
In my communications with all the lawyers who had decided to leave, I had clearly exhorted them to ensure that no original documents or records whether pertaining to litigations or transactions is either consciously or inadvertently left in their possession, as I did not want anything from CAM.
The petition quoted the following additional WhatsApp messages from Shardul Shroff, referencing CAM senior partner L Vishwanathan (Lvv), Bangalore-based South India head Arjun Lall (Arjun) and a video conference (VC) scheduled between them and Thomas:
Shardul Shroff commented:
I was informed by Dorothy that, at 7.30AM on the 5th of October she had received a threatening e mail from Cyril intending criminal action against her. I do know that Dorothy tendered her resignation on the evening of the 5th of October, due to the events that occurred on 4th and 5th of October with immediate effect as she was being severely harassed. I am unaware whether CAM has filed the e mails of the 5th of October between Cyril and Dorothy in the proceedings.
I am indeed surprised at CAM’s management intimidating a single mother who headed their office in Chennai, and who is pursuing her career elsewhere after CAM’s decision to shut down their Chennai operations.
I trust this clarifies the circumstances of the en masse exit from CAM Chennai.
The CAM petition’s WhatsApp transcripts conclude with:
Comments
A quick read of Dorothy’s email response to CAM dated 5 October suggests that CAM is arrogant and over-confident because they have the numbers and deeper pockets. A case of David vs. Goliath.
My best to Dorothy. Most law firms operate in this sleazy fashion and oppress their lawyers. I hope SAM stands by Dorothy, otherwise SAM will also lose face.
That matter is still pending before a Gurgaon Magistrate's Court.. Accused persons are still on bail, their lives disturbed for over 4 years now.
Compared to that, This here is a smoke-billowing gun if nothing else - SSS was systematically guiding existing employees to cause a criminal act to be done.
I guess blood be thicker, again?!
BORING excerpts, typical 'advice' that looks legal but displays a predictable lack of morals or ethics. Could have been CAM or SAM and nothing they havnt done before or wont do again in future. Why am I not surprised. Dorothy comes across as a bit clingy too. Tremendous insecurity all around.
Then all these whatsapp messages sent by him.
Can't trust this one for a minute Dorothy! The appearance SAM portrays to the world is that he is a saint, who is unblemished by the dispute between his mother and brother (just gained a few hundered crores here and there)!
What we see here is SAM actively egging on these people to leave with a view to publicly shame his brother's firm - appears like an active PR strategy - encouraging the downfall of his brother!!
By his own Mahabharat reference - is he Shakuni??
He he he
This is hillarious....
The managing partner or whatever his designation is, of one of India's leading law firms can't spell? What a shame, Shardul Shroff.
Some people HATE justified left text, others HATE fully justified text. We've experimented with both, but hard to decide what's better.
Are you reading on mobile or on desktop? Our design is a little rough around the edges, yes.
Typos occasionally creep in, though I hope not too often. But at least our copy is not riddled with grammar errors ;)
There is a colloquial meaning to the term 'collusion'. Dont hide the fact that Shardul has been shown to wilfully encourage mass deceit behind the fact that people are leaving CAM.
Earlier the editors picks used to feature deals which were very revered by all alike, but the 'news' has become a platform for mud slinging banter. There is life beyond the travails of CAM and SAM and my dear kian its high time that you capture stuff which is indeed 'noble'.
I liked the commment where the spelling of 'lose'(which is spelled as 'loose') has been highlighted to judge the demonstrative influnce of a Managing partner of a large firm( i believe there clients will surely drift if they possess the 'no mercy attitude' after all the devil is in the details is'nt it?).
P.S: And yes its 'their' not 'there' and 'mainly' not 'manly' an unpardonable typo just in case you noticed....
[b]Get off your high-horse.
[/b]
Also, I'm not sure whether your comment on pointing out typos is sarcastic. Nonetheless, please learn to use punctuation and grammar before pointing out the deficiencies in other people's language skills. The standard of english in your post is pretty appalling and while that wouldn't usually be a concern, if you're trying to laugh at typo's made by someone else, it's a bit hypocritical.
for all to see the true story..
SAM is actually to the rescue rather than being predatory
http://www.documentcloud.org/documents/3143727-Dorothy-Thomas-email-to-CAM-via-Bar-amp-Bench.html
Have also added our copy of the petition including the CAM partnership deed that was attached to the petition...
Hats off to Shardul for taking up for Dorothy.
Dorothy, you should really file a criminal complaint against CAMCO this type of behavior is unacceptable.
Also, the petition filed by CAM is completely frivolous.
Shame.
It is only a matter of time before this firm folds on to itself.
People there should realise that the ones who they pledge their allegiance to are in fact nothing but selfish and ruthless and it is a matter of time that their karma comes back to hit them in the face!
All their talent is already in the process of moving.
Shame. They could have risen above but instead go the opposite way.
Unpaid variable..no increment. Denial of severance..followed by criminal intimidation.
Is this what CAMCo has come too.
Fact is. He stepped up when CAM bowed down
Respect
I mean come on that's why we advice our clients to initial each page so that tomorrow. There is no discrepancy.
This is shameful CAMCO or should I say SCAMCO
And kudos to all three - CAM, SAM & DT, you have made us all proud, so proud. Such a great day for our profession. To think that these two men lead big law firms in India, and they fight for a partner like DT. I tell you god smoked a good one the day he wrote this.
Head hangs in shame.
Btw, my head hangs in shame at the conduct, not at the drafting. To think that managing partners of law firm are not paying bonus, arrears, forming whats up group and poaching and to top it all you have a partner in Chennai who just makes the game so much more fun, with all the files and data.
Btw, since you have justified bad drafting. Please also illuminate us as to why she signed a blank paper with a signature block only? Ahh, i get it - detailed agreement will anyways follow !
P.S.: No detailed response to follow.
You should do an investigation on firms and their partnership deed.
Here's what I know
1. CAM and SAM both get partners (including equity partners) to sign las pages without visibility of the full draft. Having said that SAM did send a draft deed to all its partners in Mumbai, none of whom have signed a deed.
2. KCO- even "equity partners" sign nothing- just have retainer letters
Would be interesting to know whether other firms have a more equal system.
It is sad that even "partners" don't have sufficient clout in Forms to demand/ discuss/ negotiate their own agreements.
It seems true that CAM wanted to unceremoniously shut down the Chennai office.
Imagine a bunch of lawyers, suddenly left with no job (retainer) with EMIs and other financial obligations. The firm also denied pro rata bonus and other genuine entitlements.
What could they have done? They approached SAM. And SSS seems to have extended a welcome, personally. Not through Human Resources, or any other partner, SSS personally with direct line of communication with even a junior associate.
But has he got a score to settle - probably! Did he do anything unethical - does not seem so! Are the whatsapp messages (if true) over the top - definitely!
But all things considered SSS seems to be the good guy here. DT appears to be the victim and CAM seems to be the oppressor.
The petition - as they all do - would highlight only side of the story!
Even if there was inducement to leave, if the whatsapp messages do not induce theft, what was the point of including them in the petition or even filing the petition other than maligning SSS and DT?
Firms routinely induce lawyers to leave other firms. How do you think so many big moves happened recently?
At around 19:30 or so, I therefore updated our story with the copy of the petition in our possession, giving credit to B&B, and exclusively included the copy of the partnership deed in our possession, as well as B&B's Dorothy letter with due credit given.
But, unlike Arnab, I do not want to be one to play fast and loose with 'exclusives', and am happy to give them the benefit of the doubt that they may have had the documents in their possession when we published our WhatsApp story, and have therefore renamed our 'exclusive' as a 'scoop'.
It might not matter to most readers, but from our end we try to err on the side of caution when labelling exclusives or scoops, and are happy to take suggestions or criticism on that front.
In this case, the petition has been shared with the CAM partnership to keep them in the loop about the case due to the press coverage. But once dozens of partners have a copy, it's bound to leak sooner or later...
If, let's say, the Far Council of India were to file a defamation claim against us, would we not be able to share their petition?
And if we filed a defamation petition against the Far Council chairman, would we not be able to share this too?
Sad to witness this....
Asking for due salaries and variable payments ???
Not wanting to take a burden of running an entire office solely on her funds ???
Approaching SAM when left with no option ??
Please do tell me how was she nasty. you claim to be insider so please do enlighten us
How will CAM funcition without It?
All It team also not happy with It boss. Big boom waiting for happening.
The very fact that one of the top firms in India had not paid variable bonus (which is nothing more than a glorified salary hold back), not provided any appraisals (which is unfair) and unilaterally decided to shut shop without due notice or consideration is appalling.
I am all for capitalism and it is CAM's choice to keep an office open or not but to literally bully and employee into accepting all their outstanding obligations is just cheap, nothing else.
Now SAM chose to see opportunity in adversity, must have seen a business case for hiring the team and didnt want to let go of another opportunity to show how CAM had been unfair to its employees, it chose to act swift and act strong. What Shardul did may not have been classy, but it does not amount to brain wash, if CAM was anyway shutting the office and trying to wiggle out of its locked-in lease.
I mean its deplorable the treatment that was vetted out to DT and then to follow that up with a hollow law suit is just plain spiteful.
So my request to the CAM Trolls is, save your energy for another battle, this one was lost the moment your firm did not pay bonuses, salaries and decided to unilaterally retrench lawyers.
p.s. I am not from SAM and have never been associated with them but reading the discourse here, it really seemed that the shit spoken about SAM/Shardul for uncalled for.
Thomas should be taken to task with the BCI and her license to practice must be revoked.
Thieves in the guise of advocates !