Lane v. Cold
2004 WL 1920029, 882 So. 2d 436 (2004)
Rule of Law:
For a legal malpractice claim, a plaintiff must prove that an attorney was specifically retained for the act or omission forming the basis of the claim; an attorney's mere inquiry about a client's desire for a particular document does not create a duty to prepare it without an express or implied agreement of retention.
Facts:
- Kathleen Holbrook Cold prepared the necessary documents for the incorporation of Bobcat of North Florida, Inc., with Gary Lane and his brother, Bobby Lane, as sole shareholders.
- Cold had previously prepared a buy-sell agreement for another corporation wholly-owned by the Lanes.
- At the time Bobcat of North Florida, Inc. was incorporated, Cold specifically asked Gary Lane and Bobby Lane whether they wished her to prepare a buy-sell agreement.
- No one, including Gary Lane, Bobby Lane, or their accountant, requested Cold to prepare a buy-sell agreement relating to Bobcat of North Florida, Inc.
- Gary Lane and the Lanes' accountant stated that the Lanes wanted a buy-sell agreement.
- Gary Lane produced no evidence that he, Bobby Lane, their accountant, or anyone acting on their behalf, ever expressed to Cold an interest in having or requested Cold to prepare a buy-sell agreement in connection with Bobcat.
Procedural Posture:
- Gary Lane filed a legal malpractice action against Kathleen Holbrook Cold.
- The trial court entered a final summary judgment in favor of Kathleen Holbrook Cold.
- Gary Lane, as appellant, appealed the final summary judgment to the District Court of Appeal of Florida, First District.
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Issue:
Does an attorney have a professional duty to prepare a specific legal document, such as a buy-sell agreement, and thus commit malpractice by failing to do so, if the attorney merely inquired about the client's desire for such a document but was never explicitly or implicitly retained for that particular task?
Opinions:
Majority - VAN NORTWICK, J.
No, an attorney does not have a professional duty to prepare a specific legal document if they merely inquired about the client's desire for it but were never explicitly or implicitly retained for that particular task. To establish a legal malpractice claim, a plaintiff must show the attorney's employment, the attorney's neglect of a reasonable duty, and proximate causation of loss. Critically, it is not enough to show a general attorney-client relationship; the plaintiff must demonstrate that the relationship existed with respect to the specific acts or omissions on which the malpractice claim is based, citing Maillard v. Dowdell. In this case, Gary Lane failed to present any evidence that Cold was retained to prepare a buy-sell agreement or that she otherwise agreed, expressly or implicitly, to undertake that responsibility. Cold's professional inquiry about a buy-sell agreement, without further instruction or agreement, did not create a duty for her to prepare it. An attorney's role is to act according to the client's wishes, not to independently determine what is best for the client, as supported by Boyd v. Brett-Major. Because there was no genuine issue of material fact regarding whether Cold was retained to prepare the agreement, summary judgment was appropriate.
Concurring - BARFIELD, J.
I concur with the majority opinion.
Concurring - PADOVANO, J.
I concur with the majority opinion.
Analysis:
This case underscores the critical importance of clearly defined attorney-client engagement and the scope of an attorney's duty in a legal malpractice action. It clarifies that a general attorney-client relationship for one task (like incorporation) does not automatically extend to all potential related legal services, especially when those services are discussed but not specifically requested or retained. The ruling reinforces that clients bear the responsibility of explicitly retaining an attorney for specific tasks, and attorneys are not required to anticipate or independently pursue services merely because they have inquired about them. This has significant implications for both attorneys, who should ensure clear engagement letters, and clients, who must clearly articulate their needs.
