DTC's Answer to Town of Haverhill Complaint w. Counterclaims.docx

STATE OF NEW HAMPSHIRE
GRAFTON, SS SUPERIOR COURT 215-2023-CV-00241
Town of Haverhill
v.
Donahue, Tucker & Ciandella, PLLC
ANSWER, RESERVATION OF AFFIRMATIVE DEFENSES
TO AMENDED COMPLAINT FOR DECLARATORY JUDGMENT AND
COUNTERCLAIMS OF DONAHUE, TUCKER & CIANDELLA, PLLC
Defendant Donahue, Tucker & Ciandella, PLLC (“DTC”), by and through its attorneys,
Gordon Rees Scully Mansukhani, submits this Answer and Reservation of Affirmative Defenses
to the Plaintiff’s Amended Complaint for Declaratory Judgment, and Counterclaims of Donahue,
Tucker, & Ciandella, PLLC, as follows:
THE PARTIES
1. Admitted.
2. DTC admits that it is a domestic Professional Limited Liability Company with a
principal place of business at 16 Acadia Lane, Exeter, NH 03833, with a Registered
Agent of Lizabeth M. MacDonald. DTC admits that Christopher Hawkins,
Christopher Boldt, and Eric Maher are agents of DTC. All other allegations in
paragraph 2 are denied.
JURISDICTION AND VENUE
3. Admitted.
COMMON FACTUAL ALLEGATIONS
Background
4. Denied.
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5. DTC lacks sufficient information to admit or deny the factual allegations in Paragraph

5 and on that basis denies all of same and leaves Plaintiff to its proof. 6. Denied.
7. DTC lacks sufficient information to admit or deny the factual allegations in Paragraph
7 and on that basis denies same and leaves Plaintiff to its proof.
8. DTC lacks sufficient information to admit or deny the allegations in Paragraph 8 and
on that basis denies same and leaves Plaintiff to its proof.
9. DTC admits that the Woodsville Fire District (“WFD”) filed a lawsuit against the
Town of Haverhill in Grafton County Superior Court on or about April 22, 2020 but,
lacks sufficient information to admit or deny the allegation regarding Woodsville’s
reason or purpose for initiating such lawsuit. DTC admits that Attorney Christopher
Hawkins represented the Woodsville Fire District in that lawsuit between August 21,
2020 and January 12, 2021. DTC admits that Attorney Hawkins was employed by
Devine Millimet at all times between August 21, 2020, and January 2, 2021. DTC
admits that Attorney Lynnette Macomber represented the Woodsville Fire District,
among other counsel at Devine Millimet. By way of further response, the litigation
between the WFD and the Plaintiff was assigned the docket number 215-2020-CV
00128.
10. Paragraph 10 includes statement(s) and/or conclusions of law to which no response is
required. To the extent any response to Paragraph 10 may be required, DTC denies
the allegations in Paragraph 10 and leaves Plaintiff to its proof.
11. DTC lacks sufficient information to admit or deny the allegation regarding who
retained Drummond Woodsum, admits that Drummond Woodsum provided legal
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representation of the Town of Haverhill in the Woodsville Fire District litigation and
that the Town filed counterclaims against the WFD, but it lacks sufficient information

to admit or deny the allegation regarding the allegations made in the counterclaims in
that other lawsuit. DTC admits that the Court’s docket reflects that an agreement or
stipulation for “docket markings” was filed in the lawsuit between the WFD and the
Town of Haverhill, but lacks sufficient information to admit or deny the allegation as
to all other allegations and on that basis denies all of same and leaves Plaintiff to its
proof.
15. DTC admits that at the 2022 Haverhill Town Meeting Woodsville commissions
submitted two (2) warrant articles to fund Woodsville’s Highway Department and
Fire Service Operations, but it is without sufficient knowledge or information as to
the remainder of the allegations in Paragraph 15 and leaves Plaintiff to its proof.
17. DTC lacks sufficient information to admit or deny the allegations in Paragraph 17
and on that basis denies same and leaves Plaintiff to its proof.
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18. DTC admits that Warrant Articles 27 and 28 were approved at the 2022 Haverhill
Town Meeting, but it lacks sufficient information to admit or deny all other

allegations in Paragraph 18 and on that basis denies same and leaves Plaintiff to its
proof.
19. DTC admits the allegation in Paragraph 19 that the Haverhill Town Manager wrote to
DRA asking that Warrant Articles 27 and 28 be disallowed, but all other allegations in
Paragraph 19 are denied.
21. DTC lacks sufficient information to admit or deny the allegations in Paragraph 21
and on that basis denies same and leaves Plaintiff to its proof.
22. DTC admits that DRA disallowed Warrant Articles 27 and 28,, but it lacks
sufficient information to admit or deny all other allegations in Paragraph 22 and on
that basis denies all of same and leaves Plaintiff to its proof.
23. DTC admits that Paragraph 23 of the Complaint contains quoted excerpts of DRA’s
correspondence, dated May 4, 2022, to the Plaintiff’s Town Manager, but it lacks
sufficient information to admit or deny all other allegations in Paragraph 23 and on
that basis denies all of same and leaves Plaintiff to its proof.
24. DTC admits that the WFD appealed DRA’s decision to disallow Warrant Articles 27
and 28, but denies all other allegations in Paragraph 24.
25. DTC admits the allegations in Paragraph 25.
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27. DTC admits that the WFD appealed the DRA’s decision to disallow Warrant Articles
27 and 28 to the New Hampshire Supreme Court, but it lacks sufficient information to

admit or deny all other allegations in Paragraph 27 and on that basis denies all of
same and leaves Plaintiff to its proof.
28. DTC admits the allegations contained in Paragraph 28.
29. DTC lacks sufficient information to admit or deny all other allegations in Paragraph
29 and on that basis denies all of same and leaves Plaintiff to its proof. 30. DTC lacks
sufficient information regarding the Town Manager’s determinations and/or state of
mind to admit or deny those allegations in Paragraph 30. DTC admits that DRA’s
refusal to set the Town tax rate threatened to cause great financial hardship to the Town
by the end of March 2023.
Hiring of Legal Counsel
31. DTC denies the allegations in Paragraph 31 and leaves Plaintiff to its proof. 32. DTC
admits that Drummond Woodsum had conflict(s) of interest with respect to providing
legal representation to the Town in the tax-rate setting matter, for which the NH Rules of
Professional Conduct required an informed written waiver be signed at least by the
Haverhill School District, but all other allegations in Paragraph 32 are denied and DTC
leaves Plaintiff to its proof as to those.
33. DTC admits that the official Minutes for the Town’s Board of Selectmen’s meeting of
January 10, 2023 contain the quoted excerpted text alleged in Paragraph 33 but, DTC
lacks sufficient information to admit or deny all other allegations in Paragraph 33 and
on that basis denies all of same and leaves Plaintiff to its proof. By way of further,
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answering, DTC reserves all rights to challenge the accuracy of the statements in
meeting minutes.

34. DTC lacks sufficient information to admit or deny the allegation in Paragraph 34 as
to which day the Town Manager wrote the email that she sent to on January 10, 2023,
admits that same January 10, 2023 email contains the quoted excerpted text that is
alleged in Paragraph 34, but, otherwise, DCT denies all other allegations in Paragraph
34.
35. DTC admits that, on January 11, 2023, Attorney Boldt sent a reply to the Town
Manager’s January 10, 2023 email that DTC would be interested in helping out the
Town after a conflict of interest check had been performed, but DTC denies all other
allegations in Paragraph 35 and leaves Plaintiff to its proof.
36. DTC admits that Attorney Boldt’s email of January 11, 2023 contains the quoted
excerpted text that is alleged in Paragraph 36, but it denies all other allegations in
Paragraph 36.
37. DTC lacks sufficient information to admit or deny the allegation contained in
Paragraph 37 of what information was known to the Town Manager as of January 11,
2023 and on that basis denies same, it admits that the quoted excerpted text alleged in
Paragraph 37 is contained in Exhibit 6, but denies that Exhibit 6 to the Complaint
represents or makes the allegation that Selectman Knapp had corresponded with
Attorney Hawkins on January 11, 2023 that the Board of Selectmen had decided to
cancel the use of the Drummond Woodsum law firm, denies all other allegations in
Paragraph 37 and leaves Plaintiff to its proof.
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38. DTC admits that Attorney Hawkins sent an email to Attorney Maher on January 11,
2023 and that said email contains the quoted excerpted text alleged in Paragraph 38,
but denies the inferences and conclusions that the Plaintiff seeks to make with such

allegations and denies all other allegations in Paragraph 38.
39. DTC admits that Attorney Hawkins sent an email to Attorney Maher on January 11,
2023, but all other allegations in Paragraph 39 are denied.
40. Paragraph 40 includes legal conclusions to which no response is required. To the
extent any response is required, DTC denies the allegations in Paragraph 40 and
leaves Plaintiff to its proof.
41. DTC admits, as the Plaintiff alleges in Paragraph 41 of the Complaint, that it was
retained by the Haverhill Selectmen, but DTC lacks sufficient information to admit or
deny the allegation as to the date when the Town Manager wrote the email that she
transmitted to Attorney Boldt on January 12, 2023 and lacks sufficient information to
admit or deny the allegation in Paragraph 41 as to any feeling of concern that she
might have had, but admits that Attorney Boldt received said email, otherwise, DTC
denies all other allegations in Paragraph 41.
42. DTC admits that the Town Manager stated, in her January 12, 2023 email to Attorney
Boldt, her opinion regarding a conflict of interest, but all other allegations in
43. DTC admits that the Town Manager left a voice mail message on Attorney Boldt’s
cellular phone, , but all other allegations in Paragraph 43 are denied. 44. DTC admits
that the Town Manager sent an email to Attorney Boldt after leaving a message on his
cellular phone, but all other allegations in Paragraph 44 are denied.
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extent any response is required, DTC denies the allegations in Paragraph 45 and

46. DTC admits that Attorney Boldt forwarded the alleged emails to Attorney Hawkins
and/or Eric Maher, but denies the inferences and conclusions that the plaintiff is
attempting to make with such allegation and denies all other allegations in Paragraph
46 and DTC leaves Plaintiff to its proof.
47. DTC admits that Attorney Maher received the Town Manager’s January 13, 2023,
email, but denies all other allegations in Paragraph 47 and DTC leaves Plaintiff to its
proof.
48. DTC admits that Attorney Maher sent the January 13, 2023, email to the Assistant
Town Manager, but not the Town Manager and that DTC had the alleged discussions
and no issues arising from its representation of the Town. All other allegations in
Paragraph 48 are denied and DTC leaves Plaintiff to its proof.
49. DTC admits that Attorney Maher received an email, on January 13, 2023, from the
Assistant Town Manager, but, otherwise, denies all other allegations, as plead, in
Paragraph 49 and DTC leaves Plaintiff to its proof.
50. DTC admits that Attorney Maher received an email, on January 13, 2023, from the
Assistant Town Manager, but all other allegations in Paragraph 50 are denied and
DTC leaves Plaintiff to its proof.
51. DTC denies each allegation in Paragraph 51 and leaves Plaintiff to its proof.
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53. DTC admits that the January 23, 2023 email that Attorney Hawkins sent to Attorney
Maher is attached to the Complaint as Exhibit 12, but denies that the text of that email
was accurately plead and denies all other allegations in Paragraph 53 and DTC leaves

Plaintiff to its proof.
54. DTC denies each allegation in Paragraph 54 and leaves Plaintiff to its proof. 55.
DTC denies each allegation in Paragraph 55 and leaves Plaintiff to its proof. 56. DTC
denies each allegation in Paragraph 56 and leaves Plaintiff to its proof. 57. DTC admits
that DRA sent a letter, dated January 23, 2023, to Attorney Maher and
Attorney Hawkins and that same letter states that the DRA had been communicating
with an attorney at the Dummond Woodsum law firm, but it denies all other
58. DTC denies each allegation in Paragraph 58 and leaves Plaintiff to its proof. 59.
DTC denies each allegation in Paragraph 59 and leaves Plaintiff to its proof. 60. DTC
admits that the Vice Chairman signed a document entitled “Representation
Agreement” without the approval of the Town Manager, because such approval was
not required as to the scope of the legal representation and it denies all other
61. DTC denies the allegation regarding not providing the Town with an opportunity to
consider or raise questions relating to a waiver, but admits that it did not provide such
opportunity to the Town Manager, because the Board of Selectmen instructed DTC to
communicate with its members directly because one of the issues that the Board of
Selectmen had hired it to provide legal advice and counsel to the Board involved the
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Town Manager. DTC otherwise denies each other allegation in Paragraph 61 and

64. DTC lacks sufficient information to admit or deny the allegation regarding the
Woodsville Commissioners petitioning for Articles in 2023 and denies each other
allegation in Paragraph 64 and leaves Plaintiff to its proof.
65. DTC admits the allegations in Paragraph 65.
66. DTC admits that Steve Robbins was not re-elected to the Board of Selectmen and that
Katie Williams and Michael Graham subsequently resigned from the Board. All other
allegations, especially, the allegation regarding an affiliation between certain
members of the Town’s Selectboard and DTC, in Paragraph 66 are denied.
67. DTC denies each allegation in Paragraph 67, and leaves Plaintiff to its proof. 68.
DTC admits the allegation as to the approximate value of the fees due from the Town in
connection with legal services rendered for and in the interest of the Town and that it
proceeded without approval from the Town Manager because such was not required as to
the scope of its legal representation as hired by the Selectboard, but denies the allegation
regarding the character of DTC’s request for legal fees due from the Town and denies all
other allegations in Paragraph 68 and leaves the Plaintiff to its proof. By way of further
answer, DTC states that the Selectboard held a meeting, during which it voted to retain
DTC, and that the Selectboard signed a conflict 69. DTC admits it sent a letter to Town
counsel on August 24, 2023, which letter speaks for itself. All other allegations in
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70. DTC admits that it received a letter, dated August 29, 2023, from Attorney Kline
containing the positions of the Town that are set forth in Paragraph 70, but DTC
denies the accuracy and/or truth of each such position asserted by the Town and
leaves the Plaintiff to its proof.

71. Paragraph 71 states a legal conclusion to which no response is required. To the extent
any response is required, DTC denies the allegations in Paragraph 71. LEGAL
CLAIMS
COUNT I
Declaratory Judgment #1
Board of Selectmen
72. DTC restates the preceding paragraphs as though they are fully set forth herein. 73.
Paragraph 73 consists of a legal conclusion to which no response is required. To the
extent any response is required, DTC denies the allegations of Paragraph 73. 74.
Paragraph 74 consists of a legal conclusion to which no response is required. By way of
further response, DTC admits that the quoted text appears in the cited case, but to the
extent that any further response is required, DTC denies each such other allegation in
Paragraph 74.
75. Paragraph 75 consists of a legal conclusion to which no response is required. To the
extent any response is required, DTC denies the allegations in Paragraph 75. 76.
extent any response is required, DTC denies the allegations in Paragraph 76, including
all allegations in its subparts.
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77. Paragraph 77 consists of a prayer for relief and not an allegation of fact to which no
response is required. To the extent any response is required, DTC denies the
allegations in Paragraph 77.
COUNT II

Town Manager Approval
extent any response is required, DTC admits that Paragraph 79 accurately quotes some
of the language in RSA 37:6, VI, but all other allegations in Paragraph 79 are denied.
extent any response is required, DTC admits that Paragraph 80 accurately quotes
some of the language in RSA 37:6, VII, but all other allegations in Paragraph 80 are
denied.
extent any response is required, DTC admits that Paragraph 81 accurately quotes
some of the language in RSA 37:6, IX, but all other allegations in Paragraph 81 are
denied.
extent any response is required, DTC denies the allegations in Paragraph 83.
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extent any response is required, DTC lacks sufficient information to admit or deny the
allegations in Paragraph 84 and, on that basis, denies same and leaves Plaintiff to its
proof.

extent any response is required, DTC denies the allegations in Paragraph 85,
specifically including each of its subparts.
86. Paragraph 86 includes a prayer for relief and not an allegation of fact(s) to which no
response is required, but to the extent any response is required, DTC denies the
COUNT III
DTC Conflict of Interest
DTC admits that Attorney Hawkins represented the WFD between August 21, 2020,
and January 12, 2021, in its litigation against the Plaintiff, but all other allegations in
89. DTC lacks sufficient information to admit or deny allegations regarding the Town
Manager’s knowledge and/or state of mind and, on that basis, denies same and leaves
Plaintiff to its proof, but DTC admits that the Town Manager contacted Attorney
Boldt. All other allegations in Paragraph 89 are denied.
90. DTC admits that Attorney Boldt responded to the Town Manager on January 11,
2023, which response speaks for itself.
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91. DTC admits that Attorney Boldt did not respond to the Town Manager and denies all
conclusions and inferences that the Town seeks to make in this action regarding
Attorney Boldt not responding to the Town Manager.
92. Denied.
93. DTC admits that the emails of Attorney Hawkins and Attorney Maher, regarding a

potential conflict of interest issue, contain a comment, which was made prior to a full
assessment by DTC and prior to both the Town and Woodsville separately and
independently agreeing to waive any actual conflict that might materialize, that a
conflict of interest could be insuperable (italics added). By way of further answer,
DTC states that it was retained by the Town of Haverhill to address the imminent
financial crisis faced by the Town, due to DRA’s refusal to set the Town tax rate, and
to address associated issues, including the personnel issue of the Town Manager’s
conduct that caused or contributed to the financial crisis. Also by way of further
answer, DTC admits that its advice, strategy, and effort resolved the tax rate issue in
the Town’s favor and addressed the associated issues, without taking any position
with respect to warrant articles 27 and 28 or the litigation between the WFD and
DRA. DTC admits that the emails referenced in Paragraph 93 speaks for themselves.
All other allegations in Paragraph 93 are denied.
94. DTC admits that Rule 1.7(a) of the Rules of Professional Conduct states: “Except as
provided in paragraph (b) and (c), a lawyer shall not represent a client if the
representation involves a concurrent conflict of interest.” All other allegations in
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95. DTC admits that Rule 1.7(a)(2) of the Rules of Professional Conduct states that a
concurrent conflict of interest exists if: “there is a significant risk that the
representation of one or more clients will be materially limited by the lawyer’s
responsibilities to another client, a former client or a third person or by a personal
interest of the lawyer.” All other allegations in Paragraph 95 are denied.
96. DTC admits that Paragraph 96 is a substantially accurate paraphrase of Rule

1.7(b)(1)-(4).
97. DTC admits that the quoted language appears in the Ethics Committee comment to
Rule 1.7.
98. DTC admits that Rule 1.9(a) states: “[a] lawyer who has formerly represented a client
in a matter shall not thereafter represent another person in the same or a substantially
related matter in which that person’s interests are materially adverse to the interests of
the former client unless the former client gives informed consent, confirmed in
writing.” All other allegations in Paragraph 98 are denied.
99. DTC admits that Attorney Hawkins represented the WFD in a lawsuit against the
Plaintiff between August 21, 2020, and January 12, 2021. All other allegations in
paragraph 99 are denied.
100. Denied.
101. Denied.
102. Denied.
103. Denied.
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105. Paragraph 105 includes a prayer for relief and not an allegation of fact(s), to which
no response is required, but to the extent any response is required, DTC denies the
COUNT IV
Enforceability of Arbitration
106. DTC restates the preceding paragraphs as though they are fully set forth herein.

107. DTC admits that its engagement letter signed by the Plaintiff Town includes a
provision for mandatory binding arbitration in the event of a “fee dispute”, but denies all
other allegations made by the Plaintiff.
108. Paragraph 108 includes legal conclusions to which no response is required, but to
the extent any response is required, DTC admits that Plaintiff provided informed
consent to the arbitration provision.
109. Denied.
110. Denied.
111. Paragraph 111 consists of legal statements to which no response is required.
112. Denied.
113. Denied.
114. Denied.
115. Paragraph 115 consists of legal statements to which no response is required, but to
the extent any response is required, DTC denies the allegations in Paragraph 115. 116.
Paragraph 116 consists of legal statements to which no response is required, but to the
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117. Paragraph 117 consists of legal statements to which no response is required, to the
Paragraph 120 consists of a prayer for relief and not an allegation of fact(s), to which no

response is required, but to the extent any response is required, DTC denies the
AFFIRMATIVE DEFENSES
A. General Denial.
B. Plaintiff fails to state claims upon which relief can be granted.
C. Plaintiff’s claims are barred by unclean hands.
D. Plaintiff’s claims are barred by waiver.
E. Plaintiff’s claims are barred by ratification.
F. Plaintiff’s claims are barred by estoppel.
G. Plaintiff’s claims are barred by the doctrine of apparent authority.
H. Plaintiff’s claims are subject to mandatory arbitration.
I. DTC reserves the right to amend this list of defenses through and including trial.
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COUNTERCLAIMS OF DEFENDANT DTC
AGAINST THE TOWN OF HAVERHILL
NOW COMES Donahue, Tucker & Ciandella, PLLC, as the Counterclaim Plaintiff, and
complains against the Town of Haverhill, NH as Counterclaim Defendant, as follows:
PARTIES:
1. Donahue, Tucker & Ciandella, PLLC (“DTC”) is a professional limited liability company,
formed under the laws of New Hampshire and registered with the Corporations Division
of the New Hampshire Secretary of State’s Office to conduct/transact business within the

State, having its principal place of business located at 16 Acadia Lane, in Exeter, New
Hampshire 03833.
2. The Town of Haverhill, NH (“the Town”) is a New Hampshire municipal corporation,
having its principal place of business as 2975 Dartmouth College Highway, North
Haverhill, NH 03774.
JURISDICTION & VENUE:
3. This Court properly may exercise personal jurisdiction over the Town, because it is
located within and principally conducts its business or operations within Grafton County,
in addition to the statements, actions, and/or events giving rise to the following
counterclaims occurred within and/or in relation to people physically present in Grafton
County.
4. Subject matter jurisdiction properly rests with this Court, pursuant to R.S.A. 491:7. 5.
Venue, being Grafton County, is properly with this Court, consistent with R.S.A. 507:9 and
because the Counterclaim Defendant filed its first-party action, seeking declaratory relief, in
this Court and the Counterclaim Defendant is principally located within Grafton County.
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FACTS:
6. On or about January 10, 2023, an official with the Town, specifically, its Board of
Selectmen (“the Board of Selectmen” or “Selectboard”), sent an email to DTC, informing
DTC that the Board of Selectmen had decided to retain DTC for legal advice and
representation.
7. On or about January 12, 2023, the Board of Selectmen voted to hire DTC to provide legal
advice and representation directly to the Selectboard, regarding a personnel issue
involving the Town’s manager and an issue involving the New Hampshire Department of
Revenue Administration (“DRA”).

8. The scope of the legal representation, which the Selectboard requested that DTC provide,
related to the Town’s dispute with the decision of the New Hampshire Department of
Revenue Administration and personnel issues.
9. The personnel issues, which the Selectboard determined that the Town needed to address,
involved the Town Manager and/or the Assistant Town Manager.
10. The Board of Selectmen informed DTC that the Town was not going to retain a different
law firm, Drummond Woodsum, to assist the Town with the same issues.
11. DTC offered to provide the legal representation that the Board of Selectmen had
requested subject to clearing a conflict check.
12. The Board of Selectmen agreed to the terms, including, but not limited to an hourly rate
for representation and services to be provided, that DTC offered in exchange for
providing the legal representation.
13. With the Board of Selectmen being cognizant of its activities, DTC immediately began
performing background research and providing legal advice and representation to the
Board of Selectmen, in connection with the time-sensitive matter of getting the DRA to
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set the Town’s tax rate, to avoid the Town sustaining dire financial effects of the DRA
not setting the tax rate for the Town to assess upon its property owners.
14. DTC also began gathering and assessing information, in connection with the Board of
Selectmen’s concerns over the Town Manager’s actions and performance. 15. The
Selectboard had a valid need to retain legal counsel with which it could consult and
communicate in the spirit and substance of an attorney-client relationship, without the
Town Manager and/or the Assistant Town Manager having access to such
communications.
16. DTC agreed to provide legal advice and representation of the Selectboard, as long as

professional conflict(s) of interest did not, otherwise, preclude DTC from representing
the Selectboard.
17. DTC investigated the potential professional conflict(s) of interest.
18. DTC notified Woodsville, explaining and discussing the potential professional conflict(s)
of interest if DTC were to provide legal advice and representation to the Board of
Selectmen as it might relate to a 2022 lawsuit (“the 2022 Lawsuit”) that Woodsville
initiated against the Town, in which Attorney Christopher Hawkins (“Attorney Hawkins”)
provided representation to Woodsville while employed with a different law firm.
19. DTC also notified the Selectboard and explained and discussed the potential professional
conflict(s) of interest if DTC were to provide it with legal advice and representation in
connection with the personnel issues with the Town Manager and the present issue with
the DRA.
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20. Both Woodsville and the Town executed a waiver of any conflict of interest that might
exist from or arise out of Attorney Hawkins’ prior representation of Woodsville in the
2022 lawsuit.
21. In a letter, dated January 31, 2023 (“January 31st
engagement letter”), DTC then,
provided the Board of Selectmen signed a letter that memorialized the terms of DTC’s
offer to provide legal counsel and representation in connection with the issue with DRA
and the personnel issue(s) involving the Town Manager.
22. The January 31st
engagement letter establishes that the Town’s engagement of DTC
commenced on January 12, 2023.

23. A quorum of the Board of Selectmen voted, on behalf of the Town during a meeting to
DTC providing legal advice and services to the Town.
24. To memorialize that vote and bind the Town, Steve Robbins, Vice Chair of the Board
of Selectmen, signed the January 31st
engagement letter.
25. DTC provided legal representation and legal services on behalf of the Town, which
included working on the issue with the DRA not setting the Town’s tax rate(s), reviewed
and provided legal advice on the personnel issue involving the Town Manager, as well as
providing the Board of Selectmen with legal advice on the scope and application of NH’s
Right-To-Know statute and statute(s) involving immunity of members of municipal
boards.
26. The Town received benefits from the legal representation and legal services that DTC
provided to and on behalf of the Town.
27. DTC fully performed the legal representation and legal services that it agreed to provide
and/or perform on behalf of and to the betterment of the Town.
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28. DTC provided the Town with documentation of its agreed-upon fees for the legal
representation and legal services that DTC provided to and on behalf of the Town. 29.
Nonetheless, the Town has failed to pay DTC and refuses to pay the amounts demanded by
and due to DTC.
30. The Town is without valid reason(s) in its failure and/or refusal to pay the amounts
demanded by and due to DTC.
CAUSES OF ACTION:
Count I:
Breach of Contact
31. DTC restates each allegation of fact set forth above at paragraphs #1 through #30 of these

Counterclaims, as if same were separately set forth in this Count I.
32. DTC extended an offer to the Board of Selectmen to provide legal representation and
advice in connection with an issue involving the DRA and involving a personnel matter
relating to the Town Manager.
33. The Board of Selectmen accepted DTC’s offer, including an hourly rate for DTC to
provide legal representation and advice in connection with an issue involving the DRA
and involving a personnel matter relating to the Town Manager.
34. DTC has an enforceable agreement with the Town, as to DTC providing legal
representation to the Town, in connection with the issue with the DRA and the personnel
issue(s) involving the Town Manager.
35. DTC has fully performed the agreed upon legal representation and advice to the Board of
Selectmen.
36. The time for the Board of Selectmen to perform its duty, in the form of issuing payment
to DTC for the legal representation and advice provided, has passed.
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37. The Board of Selectmen, without any valid reason or basis, have failed to pay and
continue to refuse to pay the amount due to DTC.
38. The Board of Selectmen’s failure is a material breach of the agreement between DTC and
the Board of Selectmen.
39. DTC has sustained damages, in the form of unpaid amounts for legal services rendered to
the Board of Selectmen.
40. DTC’s damages are within the minimum and maximum jurisdictional limits of this
Honorable Court.
Count II:
Unjust Enrichment

(Quantum Meruit)
41. Pleading in the alternative, DTC restates each allegation of fact set forth above at
paragraphs #1 through #40 of these Counterclaims, as if same were separately set forth in
this Count II.
42. The Board of Selectmen, acting on behalf of and/or in the interests of the Town, asked
DTC to provide it with legal representation and to provide legal services in relation to
two specific issues facing the Town.
43. DTC had a reasonable expectation of being compensated for providing the legal
representation and to provide legal services that the Board of Selectmen requested that
DTC perform.
44. DTC provided the requested legal representation and perform legal services, which
included telephone conferences, emails, and/or formal correspondence to address the two
issues, in furtherance of the Town’s desired outcome.
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45. DTC provided the Board of Selectmen with contemporaneously or timely updates and
communications of DTC’s efforts and work on behalf of the Town.
46. The benefits that the Town received was the desired outcome of the DRA setting the tax
rate for the Town, so the Town could timely levy and collect annual property taxes from
people who own/owned land in the Town.
47. On information and belief, with the DRA having set the Town’s tax rate, the Town was
able to timely receive payments of property taxes levied upon the property owners in the
Town and pay the salaries and costs of operating, among other things, its schools, fire and
police departments, and road/highway department.

48. DTC’s damages, as measured by the value of the services it provided to the Town, are
within the minimum and maximum jurisdictional limits of this Honorable Court.
Count III:
Unjust Enrichment
(Restitution)
49. Pleading in the alternative, DTC restates each allegation of fact set forth above at
paragraphs #1 through #48 of these Counterclaims, as if same were separately set forth in
this Count III.
50. The Board of Selectmen asked DTC to provide legal representation and to perform legal
services in connection with two issues that it was facing.
51. DTC immediately began working in the interest of the Town, upon the Board of
Selectmen informing it that the Board of Selectmen were not going to retain a different
law firm.
52. While performing work and legal services for and on behalf of the Town, DTC was not
performing work and legal services for and/or on behalf of its other clients.
24
53. DTC performed and completed such legal representation and services to the Town with
the reasonable expectation that it would be compensated at a specified hourly rate. 54. DTC,
immediately upon the Board of Selectmen voting to retain it, commenced fact and legal
research, investigating facts, developing legal strategies, drafting correspondence, and
conducting telephone conferences in furtherance of the Town’s desired result. 55. The Town
received the benefit that it sought through retaining DTC; namely the DRA agreeing to set
the Town’s tax rate, the Board of Selectmen receiving the legal assessment and advice from
DTC in connection with the scope and application of NH’s Right-To Know statute and
statute(s) involving immunity of members of municipal boards. 56. On information and

belief, the Town was able to timely levy and collect annual property taxes from people who
own/owned land in the Town, so it could continue to operate, among other things, its
schools, fire and police departments, and road/highway department.
57. The Town has not compensated DTC for the legal representation and services that DTC
provided at the request of the Board of Selectmen and for the benefit of the Town. 58. It
would be unconscionable for the Town to have obtained and to retain such benefits,
without DTC having been compensated for the value of the benefits that it received. 59.
DTC’s damages, measured as the value of the benefits that the Town received and has
inequitably retained, are within the minimum and maximum jurisdictional limits of this
Honorable Court.
25
DTC requests a jury trial on all issues so triable. DTC reserves its right to enforce the
arbitration provision in the parties’ contract if and when the Court enters judgment in favor of
DTC on the Town’s Count IV and/or DTC’s counterclaim Count I.
WHEREFORE, Donahue, Tucker & Ciandella, PLLC as the Counterclaim-Plaintiff
respectfully requests that this Honorable Court:
A. Find in favor of the Counterclaim-Plaintiff;
B. Enter judgment in favor of the Counterclaim-Plaintiff including an award of monetary
damages equal to the damages that the Counterclaim-Plaintiff has been found to have
sustained; and

C. Order such other and further relief as may be equitable and just.
Respectfully submitted,
Donahue, Tucker & Ciandella, PLLC,
By Its Attorneys,
DATED: October 25, 2023 By: /s/ James L. Soucy, Esquire James L. Soucy, Esq. (NH
Bar No. 14937)
Tara E. Lynch, Esq. (NH Bar No. 268344)
GORDON REES SCULLY MANSUKHANI, LLP
60 Hanover Street, Suite #200
Manchester, NH 03101
(959) 333-6016
jsoucy@grsm.com
tlynch@grsm.com
26
CERTIFICATE OF SERVICE
I, Debra A. Hession, hereby certify that on this 25th
day of October, 2023, I electronically
filed the foregoing document and counsel of record for all parties will be copied via the Court
that have appeared in this action through the Court’s electronic filing system.
/s/ Debra A. Hession
Debra A. Hession

DTC's Answer to Town of Haverhill Complaint w. Counterclaims.docx

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DTC's Answer to Town of Haverhill Complaint w. Counterclaims.docx