## Facts

- Michael L. Richter and Stephen Gibbens formed Santa Fe Partners II, a two-person partnership created to acquire and develop real property in New Mexico.
- Gibbens was the managing partner. Under the partnership agreement, he had sole authority to bind the partnership without Richter’s approval.
- Ronald J. Van Amberg and his law firm served as the partnership’s lawyers in connection with a land transaction involving Monte Alto Homes.
- Richter claimed Van Amberg had previously represented Richter individually years earlier and that this history affected Van Amberg’s obligations during the partnership work.
- Richter believed Van Amberg’s work for Santa Fe (and, in practice, for Gibbens as managing partner) conflicted with Richter’s interests.
- Richter alleged Van Amberg failed to disclose material information about the Monte Alto Homes transaction.
- Richter also alleged Van Amberg failed to disclose that Gibbens had privately told Van Amberg he intended to dissolve the partnership without compensating Richter.
- Richter sued Van Amberg, other firm lawyers, and the firm for legal malpractice and breach of fiduciary duty, and also asserted claims for attorney “deceit or collusion” under N.M. Stat. Ann. § 36-2-17 and for aiding and abetting Gibbens’s alleged breach of fiduciary duty.
- The case was tried to a jury. After Richter finished presenting his evidence, defendants made an oral motion the court treated as a motion for judgment as a matter of law under Federal Rule of Civil Procedure 50.

## Issues

1. Whether the evidence allowed a reasonable jury to find that Van Amberg (as partnership counsel) had an attorney-client or fiduciary relationship with Richter individually, creating a duty to disclose transaction details or Gibbens’s stated plan to dissolve the partnership without compensating Richter.
2. Whether Richter presented legally sufficient evidence of breach, causation, and damages to support legal malpractice or breach of fiduciary duty.
3. Whether the evidence supported liability for “deceit or collusion” by an attorney under N.M. Stat. Ann. § 36-2-17 based on the alleged nondisclosures.
4. Whether the evidence supported that Van Amberg knowingly gave substantial assistance to Gibbens in a breach of fiduciary duty (aiding and abetting).

## Decision

- The court granted defendants’ Rule 50 motion for judgment as a matter of law at the close of Richter’s case-in-chief and dismissed all claims.
- The court found the trial evidence did not permit a reasonable jury to conclude that Van Amberg represented Richter personally, as opposed to representing the partnership and acting through its managing partner.
- Without proof of a personal attorney-client or fiduciary relationship, the alleged failures to disclose did not establish a duty owed to Richter that could support malpractice or fiduciary-duty liability.
- The court concluded the evidence was insufficient to meet the elements of the statutory deceit/collusion claim.
- The court also concluded the evidence did not show the knowing, substantial assistance required for aiding-and-abetting liability.

## Legal Principles

- Judgment as a matter of law is proper when, viewing the evidence in the nonmovant’s favor, it permits only one reasonable result and cannot support a verdict for the nonmovant.
- A lawyer retained to represent a partnership (or other entity) generally represents the entity, not each partner individually; an individual-duty theory requires proof of a separate attorney-client relationship or comparable facts showing the lawyer undertook to represent the individual partner.
- Legal malpractice and breach of fiduciary duty require proof of duty, breach, causation, and damages; failure to prove duty ends the claim.
- Attorney liability for “deceit or collusion” under N.M. Stat. Ann. § 36-2-17 requires evidence of conduct meeting the statute’s standards; alleged nondisclosure, without a qualifying duty and proof of statutory wrongdoing, is not enough.
- Aiding and abetting a fiduciary breach requires proof of the primary breach plus the defendant’s knowledge and substantial assistance; ordinary legal work for the client entity, without proof of knowing participation in wrongdoing, will not support the claim.

## Conclusion

Richter failed to present evidence from which a reasonable jury could find that the partnership’s lawyer also represented Richter individually or otherwise owed Richter a personal duty to disclose transaction information or Gibbens’s stated intent to dissolve the partnership. Because that threshold duty was not proven, the court granted judgment as a matter of law for defendants on the malpractice and fiduciary-duty claims and also dismissed the statutory deceit/collusion and aiding-and-abetting claims for lack of legally sufficient evidence.


Richter v. Van Amberg, 97 F. Supp. 2d 1255 (2000)