Guy v. Liederbach
501 Pa. 47, 459 A.2d 744, 1983 Pa. LEXIS 590 (1983)
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Rule of Law:
A named beneficiary of a will may sue the testator's attorney for malpractice as an intended third-party beneficiary of the contract between the attorney and the testator if the attorney's negligence causes the beneficiary's legacy to fail. However, such a beneficiary cannot maintain a malpractice action in tort for negligence due to the lack of privity.
Facts:
- On February 24, 1957, Edward J. Kent retained attorney Harry J. Liederbach to draft his will.
- Liederbach drafted the will, which named Frances E. Guy as the executrix and the primary residuary beneficiary.
- At Liederbach’s direction, Guy signed the will as a subscribing witness.
- On October 12, 1972, Kent died, apparently a resident of New Jersey.
- The will was submitted for probate in Camden County, New Jersey.
- A New Jersey statute, in effect at the time, invalidated any legacy to a subscribing witness.
- As a result of Guy having witnessed the will, the Probate Division of Camden County Court voided her legacy, which was valued at approximately $45,000.
Procedural Posture:
- Frances E. Guy sued attorney Harry J. Liederbach in the Bucks County Court of Common Pleas (a trial court), asserting claims in both trespass (tort) and assumpsit (contract).
- Liederbach filed preliminary objections in the nature of a demurrer, arguing the suit was barred by the lack of an attorney-client relationship (privity).
- The Court of Common Pleas sustained the demurrer and dismissed Guy's complaint, agreeing that strict privity was required.
- Guy, as appellant, appealed the dismissal to the Superior Court of Pennsylvania (an intermediate appellate court).
- A divided panel of the Superior Court reversed the trial court, holding that Guy had a cause of action under both negligence and third-party beneficiary theories.
- Liederbach, as appellant, was granted an appeal to the Supreme Court of Pennsylvania (the state's highest court) to review the Superior Court's decision.
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Issue:
Does a named beneficiary of a will, who is not in privity of contract with the testator's attorney, have a cause of action against the attorney whose alleged malpractice in drafting and executing the will resulted in the failure of the beneficiary's legacy?
Opinions:
Majority - Hutchinson, Justice
Yes. A named legatee of a will has a cause of action as an intended third-party beneficiary of the contract between the attorney and the testator, but not in negligence. The court rejected a negligence cause of action, citing the need to maintain the privity requirement to avoid exposing attorneys to unlimited liability, as expressed in Ultramares Corp. v. Touche. Instead, the court adopted the third-party beneficiary framework from Restatement (Second) of Contracts § 302, overruling its stricter precedent in Spires. Under this framework, a named legatee is an intended beneficiary because recognizing their right to sue is 'appropriate to effectuate the intention of the parties' (the testator and attorney), and the testator's clear intent was to give the legatee the benefit of the attorney's promised performance. This approach provides a remedy for the harmed beneficiary, whom the testator intended to benefit and who otherwise would have no recourse, as the testator is deceased and the estate itself suffers no harm.
Concurring - Nix, Justice
Yes. While it is conceptually difficult to find a contract action while rejecting a tort claim, the policy arguments for restricting malpractice liability are legitimate. The modern third-party beneficiary concept from Restatement (Second) § 302 is appropriately applied here. It would be unconscionable to allow admitted actionable conduct to be insulated from liability by the fortuitous death of the testator, especially when the injury from that conduct is borne by a living party.
Concurring-in-part-and-dissenting-in-part - Larsen, Justice
Yes. The beneficiary should have a cause of action under both the third-party beneficiary contract theory, as reasoned by the majority, and a tort theory, as reasoned by Justice McDermott.
Dissenting - Roberts, Chief Justice
No. The beneficiary has no cognizable cause of action in assumpsit (contract). The beneficiary could not have justifiably relied on the will, as the testator was free to change it at any time. The contract was for the attorney to write a will, which he did; it was not a promise made to the beneficiary. The relief available to the testator for a breach would have been a new will, not the value of the failed bequest. This action is a tort claim disguised as a contract claim, and imposing a duty here is an improper application of third-party beneficiary law.
Dissenting - McDermott, Justice
Yes, but the cause of action should be in tort (trespass), not contract. It is an 'artifice' to call a legatee a third-party beneficiary of the attorney-client contract. The proper rule is that where an attorney's negligence causes a known, designated beneficiary to lose a legacy, the attorney is liable in tort. The privity doctrine is an eroding concept that should not immunize an attorney from a clear breach of duty to a known third party who relies on their professional services.
Analysis:
This decision carves out a significant but narrow exception to the strict privity rule in legal malpractice cases in Pennsylvania. By rejecting a broad negligence standard and instead adopting the contract-based third-party beneficiary theory from Restatement (Second) § 302, the court created a remedy for named legatees harmed by attorney error. This approach balances the need to compensate injured beneficiaries with the policy of protecting attorneys from potentially limitless liability to a vast class of foreseeable third parties. The ruling establishes that the right to sue is grounded in the testator's contractual intent to benefit the legatee, limiting claims to a narrow class of plaintiffs and preventing an expansion of liability based on foreseeability principles common in tort law.
