## Facts

- Entente Mineral Company (Entente) negotiated to buy one-half of McKinley Young’s royalty interest for \$25,000 and prepared transaction documents (including a royalty deed) reflecting the deal.
- Entente’s landman, H.B. Sneed, reached an oral agreement with Young and presented Young with the deed and a \$25,000 draft.
- Young, who had difficulty reading, wanted the papers reviewed before signing; at a banker’s suggestion, Young consulted the law firm Barrett, Barrett, Barrett & Patton.
- The firm assigned the matter to partner Derek Parker, who met with Young and Sneed, reviewed the deed, and indicated it matched the oral agreement.
- Parker also advised that a title check should be done and agreed to conduct the title work; Sneed left the deed and the draft with Parker, and the parties planned to return the next day to close.
- After the meeting, Parker contacted his brother, an oil-and-gas speculator, about activity near the property and decided to try to purchase Young’s royalty interest for himself.
- The next day, Parker offered Young \$27,000 for the same interest; Young accepted Parker’s offer and sold to Parker (rather than completing the transaction with Entente).
- Entente filed a federal diversity action in Mississippi against Parker and the firm, alleging (among other claims) tortious interference by Parker and vicarious liability of the firm for Parker’s conduct under Mississippi law.
- The case was tried to a jury; the jury found Parker liable. The district court, however, directed a verdict for the firm, ruling that Parker’s conduct was outside the scope of firm business as a matter of law.
- Entente appealed only the directed verdict in favor of the firm.

## Issues

1. Under Mississippi law, could a reasonable jury find the law firm vicariously liable for a partner’s tortious interference where the partner, while performing limited legal work for a client, personally diverted the transaction by purchasing the property interest for himself?

## Decision

- The Fifth Circuit affirmed the directed verdict for the law firm.
- The court held that, on this record, no reasonable jury could find Parker acted within the course and scope of the firm’s business when he purchased Young’s royalty interest for his own benefit.
- The court rejected Entente’s arguments that Parker’s partner status, or his earlier firm work reviewing the deed and arranging title work, was enough to impute his later self-interested purchase to the firm.

## Legal Principles

- Under Mississippi respondeat superior and partnership agency principles, a firm is vicariously liable only for wrongful acts committed within the course and scope of employment (or partnership business) and in furtherance of the firm’s business.
- An employee or partner who steps aside from the firm’s business to pursue a purely personal objective acts outside the scope of employment for vicarious-liability purposes.
- The existence of an attorney-client engagement that created the chance to commit the wrong does not, by itself, make the firm liable for a lawyer’s separate, personal transaction.
- A directed verdict is proper when, even viewing the evidence most favorably to the nonmoving party, no reasonable jury could find the required scope-of-employment connection.

## Conclusion

The Fifth Circuit held that Entente could not recover against Barrett, Barrett, Barrett & Patton on a vicarious-liability theory because Parker’s interference occurred when he chose to buy Young’s royalty interest for himself, a personal transaction outside the firm’s business; therefore, the district court properly directed a verdict for the firm and the judgment was affirmed.


Entente Mineral Co. v. Parker, 956 F.2d 524 (1992)