## Facts

- Vanguard Production, Inc. negotiated in 1985 to acquire an assignment of an oil and gas lease in Okmulgee County, Oklahoma.
- Vanguard’s officer/director handled negotiations and communications with the seller and a lender, Glenfed Financial.
- Vanguard obtained and reviewed a June 25, 1985 title opinion prepared by attorney Billy L. Martin for a third party, which noted pending litigation by Texas Rose Petroleum involving the lease.
- Around August 9, 1985, Vanguard executed a $780,000 promissory note to Glenfed and provided related security documents tied to the lease transaction.
- Vanguard alleged it relied at least partly on Martin’s title opinion and that negligent omissions or errors in the title work caused economic loss when later title or litigation problems arose.
- Vanguard sued Martin, another attorney (David D. Morgan), and their law firm for malpractice/negligence theories; the district court granted summary judgment to defendants.

## Issues

1. Whether, under Oklahoma law, an attorney who prepares a title opinion owes a duty of ordinary care to foreseeable non-clients who rely on the opinion.
2. Whether Vanguard produced enough evidence of proximate causation to avoid summary judgment under the governing Oklahoma framework.

## Decision

- The Tenth Circuit reversed the summary judgment and remanded.
- It held that Oklahoma law recognizes an attorney’s duty of ordinary care and workmanlike performance extending to foreseeable non-clients when the attorney knows or should know the opinion may be shown to and relied on by them.
- It held Vanguard’s allegations and supporting facts were sufficient to create a jury question on proximate causation, making summary judgment improper.

## Legal Principles

- An attorney’s common-law duty of ordinary care and workmanlike performance, arising from the attorney-client engagement, can extend to non-clients who are reasonably foreseeable users of the attorney’s opinion.
- Foreseeability turns on whether the attorney knew or should have known the opinion would be exhibited to non-clients who could be injured by reliance on the advice in the opinion.
- In claims based on negligent provision of information to foreseeable users, proximate causation is generally a fact question when the plaintiff presents a concrete reliance-and-loss theory beyond speculation.

## Conclusion

The court held that Oklahoma law permits foreseeable non-clients to pursue negligence-based claims against attorneys for defective title opinions when reliance is reasonably foreseeable, and it ruled that Vanguard’s causation showing required resolution by a jury rather than summary judgment.


Vanguard Prod., Inc. v. Martin, 894 F.2d 375 (10th Cir. 1990)