## Facts

- Hermine Hanlin entered a 1976 partnership agreement with members of the singing group “The Manhattans,” making her an equal business partner and the group’s manager with profit and commission rights.
- After a dispute, the parties arbitrated under the agreement before a three-member American Arbitration Association panel in New York.
- Hanlin retained Marvin M. Mitchelson, a California attorney, allegedly on a flat-fee retainer ($25,000 plus expenses) to handle the matter “as far as it has to go.”
- During arbitration, Hanlin was questioned about withdrawing approximately $26,700 from a joint account with a group member; a counterclaim was asserted over the withdrawal.
- The arbitral award (Dec. 23, 1982) required the group to pay Hanlin $20,620 and required Hanlin to pay the group member $26,750; it also directed assignments recognizing Hanlin’s percentage interests in certain contracts.
- Hanlin sought to challenge or secure the award; she alleged Mitchelson neither sought confirmation nor moved to vacate or modify, and failed to advise her of deadlines, including the one-year period to move to confirm under New York law.
- Hanlin later sued Mitchelson in federal court for legal malpractice and sought to amend to add a theory based on failure to timely seek confirmation of the arbitration award.

## Issues

1. Whether the district court abused its discretion in denying leave to amend on the ground that the proposed malpractice theory was “frivolous.”
2. Whether summary judgment for the attorney was proper on Hanlin’s existing malpractice claims.
3. Whether the district court properly denied Hanlin’s motion to compel further discovery.

## Decision

- Affirmed in part, reversed in part, and remanded.
- Reversed the denial of leave to amend as to the proposed malpractice theory tied to failure to timely confirm the arbitration award, because the denial rested on contested facts about when the attorney–client relationship ended.
- Affirmed summary judgment dismissing other malpractice allegations concerning the attorney’s conduct during arbitration because Hanlin failed to raise a triable issue of negligence and proximate causation.
- Affirmed the denial of additional discovery as to claims properly resolved on the existing record, while remanding for further proceedings consistent with permitting the nonfrivolous amendment.

## Legal Principles

- Leave to amend under Federal Rule of Civil Procedure 15(a) should be freely granted; a court may not deny amendment as futile or frivolous by resolving disputed material facts or making credibility determinations.
- Whether an attorney–client relationship continued (and thus whether a duty existed at the time of an alleged omission) is commonly a fact question that may preclude rejecting a proposed claim at the amendment stage.
- Under New York malpractice law, a plaintiff must show attorney negligence and “but-for” causation (a better outcome absent the negligence); strategic choices during litigation generally do not establish malpractice without proof of unreasonable performance and causation.
- An attorney’s failure to take timely procedural steps—such as moving to confirm an arbitration award within the statutory period—may support a malpractice claim if the omission plausibly impaired the client’s ability to secure the benefits of the award.

## Conclusion

The Second Circuit held that the proposed malpractice claim based on failure to timely confirm an arbitration award could not be rejected as frivolous where the existence and termination of the attorney–client relationship were disputed factual matters, but it upheld dismissal of other malpractice theories and related discovery rulings, remanding for further proceedings on the permitted amended claim.


Hanlin v. Mitchelson, 794 F.2d 834 (2d Cir. 1986)