## Facts

- James F. Meehan and Leo V. Boyle were partners at a Boston law firm operating under a partnership agreement allowing a partner, for a “fair charge,” to remove cases the partner originated, subject to client choice.
- Dissatisfied with the firm, Meehan and Boyle planned to leave and form a new firm, Meehan, Boyle & Cohen, P.C.
- While still partners, they prepared for departure in secret, discussed the move with certain lawyers at the firm, and organized case lists identifying matters they viewed as transferable.
- They denied or deflected inquiries from other partners about whether they planned to leave, despite having advanced departure plans.
- Although the agreement required three months’ notice, they gave about thirty days’ notice (later effectively waived by a remaining partner).
- Near the time notice was given, Boyle prepared client letters on firm letterhead informing clients of the departure and inviting them to authorize transfer of their matters to the new firm, with authorization forms included.
- Approximately 142 of roughly 350 contingent-fee matters moved to the new firm, although only about 39 were cases the departing partners had originated within the meaning of the agreement.
- After notice, the remaining partners requested a list of clients the departing partners intended to solicit so the firm could communicate clients’ options; Boyle delayed providing the list for several weeks while authorizations were being obtained.
- The dispute focused on loyalty, disclosure, and solicitation practices rather than work performance or competence.

## Issues

1. Whether partners breach fiduciary duties of loyalty and disclosure by secretly securing client commitments and misleading remaining partners while planning departure to a competing firm.
2. Whether, upon proof of breach, the departing partners must account to the former partnership for profits from transferred contingent-fee matters.
3. Who bears the burden to show that transferred business would have followed the departing partners even absent any breach, and how that affects the accounting.

## Decision

- The Supreme Judicial Court reversed in substantial part and remanded.
- The court held that Meehan and Boyle breached fiduciary duties by obtaining an unfair advantage through deceptive and preemptive client solicitation and by withholding material information that affected the partnership’s ability to respond.
- The court distinguished permissible pre-withdrawal planning (e.g., arrangements for office space and financing) from impermissible conduct, including misleading denials, use of firm letterhead to solicit transfers, delaying disclosure of targeted clients, and securing authorizations before the firm could communicate with clients.
- The court ruled that the breaching partners bore the burden to prove which profits from transferred matters were not attributable to their breach.
- The case was remanded for further findings and an accounting to determine the extent to which profits from the removed matters must be allocated to the former firm.

## Legal Principles

- Partners owe each other fiduciary duties of the utmost good faith, loyalty, and fair dealing, and must not exploit partnership status for purely private gain at the partnership’s expense.
- Partners have a duty, upon request, to provide true and full information of all things affecting the partnership.
- A partner may make certain logistical plans to compete after withdrawal, but may not engage in deceptive conduct or solicit clients in a manner that deprives the firm of a fair opportunity to communicate with clients and compete for their continued business.
- Clients retain the right to choose counsel; however, fiduciary rules regulate how partners may pursue client business while still in the partnership.
- When a fiduciary breach yields profits, equity requires an accounting, and uncertainty as to what portion of profits is attributable to the breach is resolved against the breaching fiduciary unless the fiduciary proves otherwise.

## Conclusion

The court held that departing partners violated partnership fiduciary duties by misleading their partners and preemptively securing client transfers, and it required a remand for an accounting in which the breaching partners had to prove what profits were unrelated to their unfair solicitation advantage.


Meehan v. Shaughnessy, 404 Mass. 419, 535 N.E.2d 1255 (Mass. 1989)