in Re Chao-Qun Lu

TEXAS COURT OF APPEALS, THIRD DISTRICT, AT AUSTIN
NO. 03-22-00208-CV
In re Chao-Qun Lu
ORIGINAL PROCEEDING FROM TRAVIS COUNTY
MEMORANDUM OPINION
Relator Chao-Qun Lu has filed a petition for writ of mandamus complaining
of the trial court’s denial of his motion to show authority and motion to disqualify counsel.
Mandamus is an extraordinary remedy that will issue only if the trial court has clearly abused its
discretion and no adequate remedy by appeal exists. In re Murrin Bros. 1885, Ltd., 603 S.W.3d
53, 56 (Tex. 2019) (orig. proceeding).
This mandamus proceeding arises out of a dispute between Relator Lu and Yong
Yu regarding the ownership of Chao Qun Restaurant Group LLC ( the “LLC”). When the LLC
encountered financial difficulties and was at risk of foreclosure by its lenders, the LLC entered
into a promissory note with Yu, which inter alia provided that Yu agreed to lend funds to the
LLC and the parties would (after Yu satisfactorily completed his due diligence in connection
with the LLC’s business) enter into an agreement whereby Yu would acquire 65% of the
membership interest in the LLC. Relator and Yu thereafter executed a membership interest
purchase agreement and a first amended and restated operating agreement.
After disputes arose among the parties to this original proceeding and third parties
arising out of those contractual documents, Yu and the LLC filed the underlying lawsuit against
Relator. Relevant to this mandamus proceeding, Relator filed a Rule 12 motion to show
authority and motion to disqualify counsel of the LLC. Relator challenged Yu’s authority to hire
legal counsel for the LLC and the law firm’s dual representation of Yu and the LLC. The trial
court denied the motion March 23, 2022, and this mandamus proceeding followed.
Having reviewed the petition and the relevant record before us, we must deny
mandamus relief. Relator complains that Yu and the LLC are opposing parties with adverse
interests and therefore legal counsel is disqualified under Rule 1.06 and Rule 1.12. See Tex.
Disciplinary Rules Prof’l Conduct R. 1.06(a) (“A lawyer shall not represent opposing parties to
the same litigation.”); id. R. 1.12 & cmt.5 (cautioning that an attorney can only represent a
director/officer if Rule 1.06 is satisfied). Relator can only point to the possibility of adversity
between the LLC and Yu, which is insufficient to demonstrate attorney disqualification grounds.
See In re Luecke, 569 S.W.3d 313, 317 (Tex. App.—Austin 2019, orig. proceeding) (“Mere
allegations of unethical conduct or evidence showing a remote possibility of a violation of the
disciplinary rules will not suffice.”). Furthermore, potential adversity between the LLC and Yu
rides on the ultimate merits of the parties’ contractual dispute, but many factual issues remain to
be decided. See In re Angelini, 186 S.W.3d 558, 560 (Tex. 2006) (orig. proceeding) (“It is well
established Texas law that an appellate court may not deal with disputed areas of fact in an
original mandamus proceeding.”).
Relator also seeks mandamus relief as to the denial of the Rule 12 motion to show
authority, but Relator has not shown how he lacks an adequate remedy by appeal. In re Murrin
Bros., 603 S.W.3d at 6162.
Accordingly, we deny the petition for writ of mandamus. See Tex. R. App.
P. 52.8(a).
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__________________________________________
Thomas J. Baker, Justice
Before Justices Goodwin, Baker, and Triana
Filed: June 7, 2022
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