Monday, July 20, 2026
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Ninth Circuit:
Lawyer/Ex-Employee Breached Duties by Switching Sides
Judgment Affirmed in Case Where Company’s General Counsel Negotiated Agreement With Vendor, Was Fired, Then Represented That Party in Suing His Former Employee in a Dispute Over the Contract
By a MetNews Staff Writer
The Ninth U.S. Circuit Court of Appeals has upheld a judgment in favor of a company against its former vice president/general counsel requiring that the defendant repay the entire amount he received for his services over a 14-month period, the damages being based on his post-termination conduct including representation of a vendor of his ex-employer in connection with a dispute over an agreement he had negotiated.
A memorandum opinion, filed Thursday, affirms a summary judgment in favor of Talkdesk, Inc. on its claims that attorney Andrew Pham breached his fiduciary duties and committed a breach of contract. It also upholds a default judgment on other claims after Pham withdrew his answer, without leave of the court, in order to remedy defects in a freshly drafted version.
In assessing damages, District Court Judge Mark C. Scarsi of the Central District of California said:
“The total salary Pham received, $216,666.67, is supported by undisputed evidence in the record, so the Court will award that sum as actual damages.”
He later additionally ordered disgorgement of the 43,333 shares of Talkdesk common stock that Pham held.
Pham worked for Talkdesk—an artificial intelligence company headquartered in Palo Alto—in 2019 and 2020.
Breach of Contract
The Ninth Circuit panel noted, with respect to the claim for a breach of fiduciary duties, that Pham had handled the formation of a “master services agreement” with vendor Engineer.ai Corporation and, after Talkdesk fired him, became general counsel for Engineer and supervised its litigation against his former employer in a wrangle over that contract. He also advised a Talkdesk employee on how to avoid being discharged.
“In doing so,” the judges said, “Pham switched sides in violation of his fiduciary duty,” adding:
“Thus, the district court did not err in granting summary judgment in favor of Talkdesk for its breach of fiduciary duty claim.”
Confidentiality Agreement
The panel also said that Pham violated a confidentiality agreement by retaining copies of documents and sharing information about Talkdesk with Engineer. They said:
“Although Pham disputes that these facts were ‘confidential and privileged,’ the district court correctly found that the information ‘concern[ed] Talkdesk’s business, technical and financial information, including discounts received from contractors, Talkdesk’s billing practices, and internal employment matters.’ Thus, the district court did not err in granting summary judgment on Talkdesk’s breach of contract claim.”
The judges also declared that Scarsi did not abuse his discretion in denying Pham leave to amend his answer or in declining to set aside the default.
Comprised the panel were Circuit Judges Johnnie B. Rawlinson and Gabriel P. Sanchez, joined by District Court Judge Sidney A. Fitzwater of the Northern District of Texas, sitting by designation.
The case is Talkdesk, Inc. v. Pham, 25-948.
Previous Litigation
In 2024, another panel of the Ninth Circuit, in a memorandum opinion, affirmed Scarsi’s dismissal of Pham’s lawsuit against Talkdesk as a sanction, under his inherent powers. The judges said:
“In imposing the ‘extraordinary sanction’ of dismissal under its inherent authority, the district court found (1) that Pham was Talkdesk’s in-house counsel, including for non-patent matters, (2) that Pham repeatedly and affirmatively misrepresented his role at Talkdesk, (3) that these false statements were central to Pham’s case, and (4) that Pham acted in bad faith.
“These factual findings were not clearly erroneous. In multiple pleadings and briefs, Pham alleged that his legal work for Talkdesk was limited to patent matters. But declarations from other Talkdesk employees, declarations from outside counsel, Pham’s employment agreement, Pham’s own emails and deposition testimony, and admissions by Pham’s counsel amply support the district court’s finding that his work included general purpose legal matters. The district court’s finding of bad faith is therefore supported by evidence that Pham knowingly and willfully misstated the scope of his legal work for Talkdesk. The characterization of Pham’s role is central to the merits of his wrongful termination claims and to the application of the attorney-client privilege to the factual bases of his claims.”
That case is Pham v. Talkdesk, Inc., 23-55711.
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