## Facts

- A father owned two automobile dealership corporations; his son managed one dealership, and his daughter worked at the other as an officer and minority shareholder.
- The father used an attorney (Dobson) to prepare estate-planning documents and executed a will in the morning, then executed a second will later the same day that materially changed the first.
- The father instructed Dobson not to disclose the second will’s existence, specifically directing that the daughter not be told.
- Dobson and his professional entities had provided the daughter legal and related professional services over time, including preparing her will and tax returns and advising her on dealership disputes.
- The daughter later contacted Dobson seeking information about her father’s will; with the father’s permission, Dobson discussed and showed her the first will and made handwritten notations about the father’s intent.
- The daughter alleged Dobson led her to believe the first will was the father’s operative last will and that she would receive substantial interests; Dobson denied expressly saying it was the last will but admitted he did not tell her it had been revoked.
- In later family/business conflict, the daughter alleged she was induced to drop contemplated litigation and dismiss her attorneys based on statements made in a meeting involving Dobson and her brother about being “restored” under the father’s will.
- The daughter sued, asserting (among other claims) breach of fiduciary duty against Dobson and his law firm based on alleged misrepresentations/omissions regarding the revoked will, and brought a shareholder derivative claim in which the corporation was named as a defendant.
- The trial court granted summary judgment for Dobson and his professional entities on the fiduciary-duty claim and dismissed the corporation as a defendant in the derivative action.

## Issues

1. Whether an attorney for a testator can owe a fiduciary duty to a nonclient family member, based on the parties’ broader relationship and the nonclient’s asserted special trust and reliance, supporting a claim for breach of fiduciary duty premised on misrepresentations or half-truths about a revoked will.
2. Whether an accounting professional corporation associated with the attorney can be liable for the attorney’s alleged wrongdoing when the conduct occurred in the attorney’s legal capacity.
3. Whether the corporation that is the subject of a shareholder derivative action must be named as a party defendant absent allegations of corporate wrongdoing.

## Decision

- Summary judgment for Dobson and his law firm on the breach of fiduciary duty claim was reversed because material fact disputes existed on whether a fiduciary relationship arose and whether Dobson misled the daughter about the will’s status.
- Summary judgment for the accounting firm was affirmed because the challenged conduct was performed in Dobson’s capacity as a lawyer, not as an accountant or as an employee/agent of the accounting entity.
- Dismissal of the corporation as a defendant in the derivative action was affirmed because the corporation need not be named as a defendant absent allegations that it committed wrongdoing.

## Legal Principles

- A fiduciary relationship exists when one party places special confidence in another such that the latter, in equity and good conscience, must act in good faith.
- A fiduciary relationship may be implied from the parties’ course of dealings and reliance, and is not determined solely by formal labels of who was the attorney’s client on a particular transaction.
- An attorney’s duty of confidentiality to a testator may justify nondisclosure of a later will, but it does not permit affirmative misrepresentation or misleading half-truths about the content or legal effect of a revoked will when speaking to someone who reasonably relies on the attorney.
- Summary judgment is improper where disputes about what was said, whether reliance was reasonable, and whether reliance caused the plaintiff to change position are supported by evidence.

## Conclusion

The court held that a jury could find the testator’s attorney and law firm owed a fiduciary duty to the daughter based on a history of legal dealings and her asserted reliance, and that confidentiality obligations did not excuse misleading statements or omissions about a revoked will; it affirmed dismissal of the accounting firm and held the corporation need not be named as a derivative defendant absent alleged corporate wrongdoing.


Hotz v. Minyard, 304 S.C. 225, 403 S.E.2d 634 (S.C. 1991)