## Facts

- Two physicians retained attorney Charles L. Ruffner in 1976 to incorporate their medical practice as a professional association; Ruffner prepared a shareholder agreement and thereafter served as corporate counsel.
- In 1982, a third physician joined; Ruffner was asked, as corporate counsel, to draft a new shareholder agreement.
- After months of negotiations, the shareholders executed an agreement allowing involuntary termination of a shareholder by a majority vote of the other two shareholders.
- It was undisputed that Dr. Robert J. Brennan knew of the involuntary-termination provision when he signed; he signed after a co-shareholder reassured him the provision would not be used against him.
- In 1989, the other two shareholders voted to terminate Brennan as a shareholder and employee.
- Brennan sued the other doctors for breach of contract and fraud in the inducement; in a verified complaint, he alleged he was not represented by counsel in negotiating the shareholder agreement; the case settled.
- Brennan then sued Ruffner and Ruffner’s professional association for legal malpractice, breach of contract, breach of fiduciary duty, and third-party beneficiary breach of contract, alleging Ruffner represented him individually in drafting the agreement.
- In deposition, Brennan could not recall any conversations with Ruffner; the practice’s accountant testified Ruffner told the doctors he represented only the corporation in drafting the shareholder agreement.

## Issues

1. Whether an attorney-client relationship existed between corporate counsel and an individual shareholder in a closely held professional association sufficient to support malpractice and fiduciary-duty claims arising from drafting a shareholder agreement.
2. Whether, absent an attorney-client relationship, the shareholder could recover against corporate counsel under breach of contract, breach of fiduciary duty, or third-party beneficiary contract theories.

## Decision

- The appellate court affirmed final summary judgment for Ruffner and his professional association.
- The court held no attorney-client relationship existed between Ruffner (as corporate counsel) and Brennan individually; therefore, there was no basis for a legal malpractice action.
- The court rejected Brennan’s alternative theories of liability (contract, fiduciary duty, and third-party beneficiary theories).

## Legal Principles

- Representation of a corporation by counsel does not, without more, create an attorney-client relationship between counsel and the corporation’s individual shareholders.
- Legal malpractice liability generally requires an attorney-client relationship or a comparable duty running from the lawyer to the claimant.
- Prior sworn allegations inconsistent with a later claim of individual representation may undermine the existence of a triable issue on attorney-client relationship for purposes of summary judgment.
- Contract, fiduciary-duty, and third-party beneficiary theories cannot be used on these facts to impose liability on corporate counsel to an individual shareholder when counsel’s engagement and communications limit representation to the entity.

## Conclusion

The court affirmed summary judgment for corporate counsel because the evidence did not establish an attorney-client relationship with the individual shareholder, and the shareholder’s alternative contract and fiduciary-duty theories could not substitute for the missing duty required to sue corporate counsel for drafting a shareholder agreement.


Brennan v. Ruffner, 640 So. 2d 143 (Fla. Dist. Ct. App. 4th Dist. 1994)