Burns v. Taylor, et al. (Lawyers Weekly No. 12-018-17)
COMMONWEALTH OF MASSACHUSETTS SUFFOLK, ss.SUPERIOR COURT CIVILACTION 2015-00719-BLS1 CHRISTOPHER E. BURNS HUGH R. TAYLOR and LISA FRANKS MEMORANDUM OF DECISION AND ORDER ON DEFENDANTS’ MOTION FOR SUMMARY JUDGMENT In early 2014, plaintiff Christopher Burns and defendants Hugh Taylorand Lisa Franks formed an investment advisory firm which they called Taylor Wealth Management Partners. Although they planned on entering into a formal written agreement that would define the terms of their business arrangement, they began their joint enterprise before they had agreed upon all of the terms and memorialized their agreement in a written contract. By December 2014, terms of their agreement were still being debated, theparties’ relationship hadsoured,and Taylor, with Franks’ consent and assistance, told Burns that he must leave the firm. Aggrieved by the termination, Burns filedthis action against Taylor and Franks, alleging that their actions constituted a breach of contract and a breach of fiduciary duty. The matter is now before the court on the defendants’ motion for summary judgment. For the reasons that follow, the motion is ALLOWED,in part,and DENIED,in part. BACKGROUND At some point in 2013, Taylor left the investment advisory firm that he had foundedmany years before.He discussed withBurns and Franks a plan to form anew investment advisory firm 2 in which they would each be partners. Burns and Franks agreed to participate in Taylor’s new venture. Although Taylor initially recommended that the firm name include each of their last names, the parties eventually decided to call the firm Taylor Wealth Management Partners (TWMP). Taylor contributed the capitalnecessaryto start the firm and succeeded in bringing many ofhis former clientsto the new firm. Franks and Burns contributed no capital. The record is not clear as to whether they brought any clients to the new firm, but certainly the vast majority of the clients had pre-existing relationships with Taylor. Taylor, Burns, and Frank hired Attorney Kim Taylor to assist them in organizingthe firm; in particular,drafting an agreement to govern the parties’ business relationship. Attorney Taylor, then askedAttorney Scott Pinarchick to provide tax adviceto the group. On January 13, 2016, Attorney Taylor filed a certificate of organization with the Secretary of the Commonwealth establishinga limited liability companyto beknown as Taylor Wealth Management Partners, LLC.1 The certificate listed Taylor as the managerand resident agent, and made no reference to Burns or Franks. Approximately two weeks later, Attorney Taylor drafted a preliminary summary term sheet for the LLC. The draft was titled “Summary of Terms –Taylor Wealth Management LLC” and bore the legend“FOR DISCUSSION PURPOSES ONLY.” It contained provisions governing capital investments, distributions, compensation, buyout obligations, decision-making authority, and terminations. 1 Although not in the summary judgment record, the court takes judicial notice of the certificate of organization because […]
RFF Family Partnership, LP v. Burns & Levinson, LLP, et al. (Lawyers Weekly No. 10-121-13)
NOTICE: All slip opinions and orders are subject to formal revision and are superseded by the advance sheets and bound volumes of the Official Reports. If you find a typographical error or other formal error, please notify the Reporter of Decisions, Supreme Judicial Court, John Adams Courthouse, 1 Pemberton Square, Suite 2500, Boston, MA 02108-1750; (617) 557-1030; SJCReporter@sjc.state.ma.us SJC‑11371 RFF FAMILY PARTNERSHIP, LP vs. BURNS & LEVINSON, LLP, & others.[1] Suffolk. March 4, 2013. ‑ July 10, 2013. Present: Ireland, C.J., Spina, Botsford, Gants, Duffly, & Lenk, JJ. Privileged Communication. Evidence, Privileged communication. Attorney at Law, Attorney‑client relationship, In‑house counsel. Partnership, Attorneys. Rules of Professional Conduct. Civil action commenced in the Superior Court Department on June 13, 2012. A motion for a protective order was considered by Thomas P. Billings, J. A proceeding for interlocutory review was heard in the Appeals Court by Gary S. Katzmann, J. The Supreme Judicial Court on its own initiative transferred the case from the Appeals Court. Richard E. Briansky (Amy B. Hackett with him) for the plaintiff. Thomas E. Peisch (Erin K. Higgins, Andrew R. Dennington, & Russell F. Conn with him) for Burns & Levinson, LLP, & others. Jared M. Barnes, for Boston Bar Association, amicus curiae, was present but did not argue. The following submitted briefs for amici curiae: Roy A. Bourgeois & Benjamin C. Rudolf for Association of Professional Responsibility Lawyers. Laurel G. Bellows, of Illinois, & Holly M. Polglase & Matthew C. Kalin for American Bar Association. Richard M. Zielinski, Timothy J. Dacey, & Gary M. Ronan for Attorneys’ Liability Assurance Society, Inc. GANTS, J. The issue presented on appeal is whether confidential communications between law firm attorneys and a law firm’s in-house counsel concerning a malpractice claim asserted by a current client of the firm are protected from disclosure to the client by the attorney-client privilege. We conclude that they are, provided that (1) the law firm has designated an attorney or attorneys within the firm to represent the firm as in-house counsel, (2) the in-house counsel has not performed any work on the client matter at issue or a substantially related matter, (3) the time spent by the attorneys in these communications with in-house counsel is not billed to a client, and (4) the communications are made in confidence and kept confidential. Because these criteria were met in this case, we affirm the judge’s order allowing the defendant law firm and its attorneys to invoke the attorney-client privilege to preserve the confidentiality of these communications.[2] Background. The plaintiff RFF Family Partnership, LP (RFF), made a $ 1.4 million commercial loan to […]
RFF Family Partnership, LP v. Burns & Levinson, LLP, et al. (Lawyers Weekly No. 10-121-13)
NOTICE: All slip opinions and orders are subject to formal revision and are superseded by the advance sheets and bound volumes of the Official Reports. If you find a typographical error or other formal error, please notify the Reporter of Decisions, Supreme Judicial Court, John Adams Courthouse, 1 Pemberton Square, Suite 2500, Boston, MA 02108-1750; (617) 557-1030; SJCReporter@sjc.state.ma.us SJC‑11371 RFF FAMILY PARTNERSHIP, LP vs. BURNS & LEVINSON, LLP, & others.[1] Suffolk. March 4, 2013. ‑ July 10, 2013. Present: Ireland, C.J., Spina, Botsford, Gants, Duffly, & Lenk, JJ. Privileged Communication. Evidence, Privileged communication. Attorney at Law, Attorney‑client relationship, In‑house counsel. Partnership, Attorneys. Rules of Professional Conduct. Civil action commenced in the Superior Court Department on June 13, 2012. A motion for a protective order was considered by Thomas P. Billings, J. A proceeding for interlocutory review was heard in the Appeals Court by Gary S. Katzmann, J. The Supreme Judicial Court on its own initiative transferred the case from the Appeals Court. Richard E. Briansky (Amy B. Hackett with him) for the plaintiff. Thomas E. Peisch (Erin K. Higgins, Andrew R. Dennington, & Russell F. Conn with him) for Burns & Levinson, LLP, & others. Jared M. Barnes, for Boston Bar Association, amicus curiae, was present but did not argue. The following submitted briefs for amici curiae: Roy A. Bourgeois & Benjamin C. Rudolf for Association of Professional Responsibility Lawyers. Laurel G. Bellows, of Illinois, & Holly M. Polglase & Matthew C. Kalin for American Bar Association. Richard M. Zielinski, Timothy J. Dacey, & Gary M. Ronan for Attorneys’ Liability Assurance Society, Inc. GANTS, J. The issue presented on appeal is whether confidential communications between law firm attorneys and a law firm’s in-house counsel concerning a malpractice claim asserted by a current client of the firm are protected from disclosure to the client by the attorney-client privilege. We conclude that they are, provided that (1) the law firm has designated an attorney or attorneys within the firm to represent the firm as in-house counsel, (2) the in-house counsel has not performed any work on the client matter at issue or a substantially related matter, (3) the time spent by the attorneys in these communications with in-house counsel is not billed to a client, and (4) the communications are made in confidence and kept confidential. Because these criteria were met in this case, we affirm the judge’s order allowing the defendant law firm and its attorneys to invoke the attorney-client privilege to preserve the confidentiality of these communications.[2] Background. The plaintiff RFF Family Partnership, LP (RFF), made a $ 1.4 million commercial loan to […]