## Facts

- In 1996, Jeffery Dow was charged with sexual assault and sought legal representation for his criminal case.
- Dow went to the offices of Seals Jones Wilson Garrow & Evans, LLP (SJWGE) to discuss representation and met with two SJWGE partners, James Benny Jones and Robert Wilson.
- About two months later, Dow signed a retainer agreement stating that Jones would provide representation at trial; the agreement was printed on SJWGE letterhead.
- Later letters and communications regarding Dow’s defense referred to Jones as Dow’s lawyer and did not expressly state that SJWGE was counsel, but those communications also used SJWGE letterhead.
- Dow was tried and convicted of several offenses. He later alleged that Jones and another attorney made serious errors during the defense.
- Dow pursued post-conviction relief claiming ineffective assistance of counsel, and his convictions were ultimately overturned.
- Dow then filed a legal malpractice action in Maryland state court against SJWGE and the named partners. Dow alleged that, based on the initial meeting with Jones and Wilson, he understood that Jones was taking the case on behalf of SJWGE.
- SJWGE had formally dissolved before much of the alleged malpractice occurred, though the representation began while SJWGE existed.
- The state court granted summary judgment to all individual defendants other than Jones.
- The case was removed to federal court. SJWGE, as the remaining entity defendant, moved for summary judgment, arguing (1) Dow was never SJWGE’s client and (2) a dissolved LLP could not be liable for malpractice occurring after dissolution.

## Issues

1. Whether the summary-judgment record could support a finding that Dow formed an attorney–client relationship with SJWGE (through Jones acting for the firm), rather than only with Jones individually.
2. Whether SJWGE’s dissolution barred, as a matter of law, entity liability for alleged malpractice occurring after dissolution when the representation began before dissolution.

## Decision

- The court denied SJWGE’s motion for summary judgment.
- The court held that a reasonable factfinder could conclude Dow retained Jones as a lawyer of SJWGE based on: (a) the initial meeting with two firm partners at the firm’s office, (b) the retainer agreement on firm letterhead, and (c) Dow’s evidence that the representation was presented to him as a firm matter.
- The court rejected SJWGE’s argument that dissolution automatically eliminated the firm’s potential liability for post-dissolution negligence connected to business that started before dissolution.
- Because material fact disputes remained on both the existence/scope of any firm-client relationship and the effect of dissolution on the firm’s responsibility for the challenged conduct, summary judgment was not appropriate.

## Legal Principles

- Whether an attorney–client relationship exists, and whether it is with a firm or only an individual lawyer, often turns on the client’s reasonable understanding formed from the lawyers’ words and conduct and is commonly a question for the factfinder.
- Firm indicia—such as meetings with multiple firm partners, use of firm offices, and engagement documents or correspondence on firm letterhead—can support an inference that the firm undertook the representation.
- Under Maryland partnership law, dissolution does not necessarily end a partnership’s responsibility for obligations connected to partnership business that began before dissolution; dissolution may leave the entity exposed for matters tied to pre-dissolution work and related wrap-up activity.
- On summary judgment, the court must view the evidence and reasonable inferences in the light most favorable to the nonmoving party; when record evidence permits competing inferences on material points, the dispute must proceed beyond summary judgment.

## Conclusion

The court refused to dismiss SJWGE at the summary-judgment stage because Dow presented evidence from which a jury could find that he retained Jones as part of SJWGE and that the dissolved LLP could remain answerable for malpractice connected to a criminal representation that began while the firm existed, even if much of the alleged negligence occurred later.


Dow v. Jones, 311 F.Supp.2d 461 (2004)