Rebecca Glass

The plaintiffs sued their former lawyer and his law firm for professional negligence, breach of contract, and breach of fiduciary duty arising from the sale of their business.

The plaintiffs alleged the lawyer failed to properly advise them on the definitions and objection provisions in the share purchase agreement, resulting in a lower purchase price.

The court found that the action was not statute-barred but dismissed the claims on the merits.

The court held that the lawyer met the standard of care by explicitly advising the sophisticated plaintiff to obtain independent accounting advice on the business terms, which the plaintiff failed to do.

The court also found no breach of contract or fiduciary duty, and concluded that the plaintiffs failed to prove their damages or causation.

In an addendum to a previous summary judgment decision, the plaintiff sought clarification on whether its professional negligence claim against the defendant lawyer and law firm was dismissed, and whether it was entitled to a $60,000 purchase price.

The court confirmed that the professional negligence claim was dismissed because it was pleaded as equivalent to the failed breach of fiduciary duty claim.

The court also held that the plaintiff was not entitled to the purchase price because the underlying contract had been abandoned and repudiated by both parties.