Accutrax LLC v. Finnegan, Henderson, Farabow, Garrett &Dunner, LLP (Lawyers Weekly No. 09-058-17)
COMMONWEALTH OF MASSACHUSETTS SUFFOLK, ss. SUPERIOR COURT CIVIL ACTION No. 2017 – 1617 BLS 1 ACCUTRAX LLC vs. FINNEGAN, HENDERSON, FARABOW, GARRETT & DUNNER, LLP MEMORANDUM AND ORDER ON DEFENDANT’S MOTION TO DISMISS In this legal malpractice action the defendant law firm moves to dismiss on the ground that the plaintiff, Accutrax LLC, was not the firm’s client. There is no question, however, that the law firm was engaged to perform the legal services described in the First Amended Complaint (FAC). There is also no question that the FAC adequately pleads a claim for professional malpractice and the other related claims, assuming that the plaintiff is the client of Finnegan. Thus, the issue presented is whether the sole plaintiff, Accutrax LLC, has standing as a client to assert the claims. BACKGROUND The following facts are taken from the First Amended Complaint (FAC), and the documents attached to the FAC as exhibits. Three individuals acted as partners, or joint venturers, to patent and market a razor utility knife. They agreed to form a Delaware LLC to pursue the project. One partner, Kildevaeld agreed 1 to assign his ownership and patent rights to the LLC in exchange for contributions by the other two partners, Billado and Cumings, to commercialize and market the knife. The three partners went to defendant, Finnegan, Henderson, Farabow, Garrett & Dunner, LLP (Finnegan) to obtain legal counsel for their enterprise. The partners informed Finnegan that they intended to form a Delaware LLC with the name “Contractor Trusted, LLC.” They informed Finnegan that the LLC had not yet been formed. Nevertheless, Finnegan prepared an engagement letter for the legal representation, designating the client as “Contractor Trusted, LLC.” The engagement letter, dated March 4, 2013, was signed by Billado on behalf of Contractor Trusted, LLC. The engagement letter made it clear that Finnegan’s client was Contractor Trusted, LLC and not any officer, director, shareholder or employee of the LLC. The engagement letter attached an invoice for $ 5,000. On March 6, 2013, the invoice was paid by a check from Billado. The partners intended to market the knife under the name Accutrax. When they finally incorporated the anticipated LLC, they decided to name the corporation Accutrax LLC, instead of Contractor Trusted, LLC. Accutrax LLC was formed on June 6, 2013. No entity by the name of Contractor Trusted, LLC was ever formed. All three partners became members of Accutrax LLC. “Finnegan had actual as well as constructive knowledge that Kildevaeld, Billado, and Cumings used the name Accutrax LLC instead of Contractor Trusted, LLC for their LLC.” FAC ¶ 35. Finnegan proceeded to perform legal services. Billado provided to Finnegan a prior art search result that he had from another attorney. […]