Blanton v. Prins

938 So. 2d 847, 2005 WL 3046501
CourtCourt of Appeals of Mississippi
DecidedNovember 15, 2005
Docket2002-CA-01464-COA
StatusPublished
Cited by2 cases

This text of 938 So. 2d 847 (Blanton v. Prins) is published on Counsel Stack Legal Research, covering Court of Appeals of Mississippi primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Blanton v. Prins, 938 So. 2d 847, 2005 WL 3046501 (Mich. Ct. App. 2005).

Opinion

938 So.2d 847 (2005)

Thomas A. BLANTON, Individually, and as Derivative of Flexlink LLC, and T. Lee Horne, III, Individually, and as Horne Partnership, Appellants
v.
Jenelle C. PRINS and Bradley, Curley, Asiano & McCarthy, Appellees.

No. 2002-CA-01464-COA.

Court of Appeals of Mississippi.

November 15, 2005.
Rehearing Denied June 13, 2006.

*848 Dennis L. Horn, Madison, Wayne E. Ferrell, Jr., Jackson, attorneys for appellants.

Monica Rene Morrison, S. Robert Hammond, Jr., Hatiesburg, Amanda Clearman Waddell, Gulfport, attorneys for appellees.

Before KING, C.J., CHANDLER and ISHEE, JJ.

ISHEE, J., for the Court.

¶ 1. In a legal malpractice suit by members of a limited liability company ("LLC") against an attorney and firm representing the LLC, the Chancery Court of Forrest *849 County held for the LLC's attorney, Jenelle Prins ("Ms.Prins"), and her law firm, Bradley, Curley, Asiano & McCarthy ("Bradley Curley").[1] Aggrieved by this decision, the LLC members, Blanton and Horne,[2] appealed. Finding no error, we affirm.

FACTS

¶ 2. In 1995, Blanton, Dougal Prins, and Rocque Kramer ("Kramer") formed Flexlink, LLC ("Flexlink") in order to enter a contract with NATO to provide satellite communications in Bosnia. Kramer was appointed chairman of the executive committee of Flexlink, though Kramer, Blanton, and Dougal Prins had equal shares of the company. To fulfill its contract with NATO, Flexlink entered into a Memorandum of Understanding ("MOU") with Interstate Electronics Corporation ("IEC") for IEC to provide hardware for testing and implementing the communications system. Because the MOU required Flexlink to pay for the hardware, Flexlink negotiated a line of credit of $150,000 from Horne, in exchange for which Horne would receive five percent of the revenue stream from IEC to Flexlink. The MOU additionally included a net revenue split between IEC and Flexlink after recoupment of IEC's investment and operating expenses, as well as providing the duration of the agreement (a maximum of three years).

¶ 3. Horne received all of the money he provided to Flexlink by the end of July 1996, and was thereafter paid five percent of the revenue stream paid to Flexlink.

¶ 4. In July 1998, Dougal Prins sold his interest in Flexlink to Kramer, thereby making Kramer the majority (2/3) shareholder. Dougal Prins thereafter died of a terminal illness. In December 1998, Horne filed a complaint in Florida against Flexlink and each of its members alleging his ownership interest in the company. Kramer, acting as chairman, hired Ms. Prins (Dougal Prins' daughter) and Bradley Curley (Ms. Prins' firm) to defend Flexlink against Horne's action, though Blanton objected to such representation. On February 16, 1999, Blanton filed suit in the Chancery Court of Forrest County for an accounting of Flexlink. Ms. Prins represented Flexlink in that lawsuit as well. At some point during the course of these disagreements, Kramer removed all of Flexlink's funds from Deposit Guaranty National Bank in Mississippi and placed them in James Monroe Bank in Arlington, Virginia.

¶ 5. In April 1999, Kramer became aware that IEC planned to terminate the MOU with Flexlink and did not intend to distribute the fourth quarter revenues. At this point, Ms. Prins, after consulting with other attorneys who were of the opinion that Flexlink would lose if the matter came to trial, drafted a demand letter to IEC, making a settlement offer. In June 1999, settlement negotiations between Flexlink and IEC began, primarily undertaken by Kramer on Flexlink's behalf. IEC gave Flexlink a June 30, 1999 deadline to settle because of a pending merger/sale of the company. Ms. Prins alleged that on June *850 25, 1999, Gene Fair, associated counsel for Flexlink in Mississippi, telephoned Blanton's attorney's office and informed one of the attorneys there of the pending settlement with IEC. The ultimate settlement resulting from these negotiations (on June 29, 1999) was $775,000, which was subsequently wired to Flexlink's account in Virginia.

¶ 6. Blanton alleged at trial that Kramer's consulting agreement with IEC during the period of January 1, 1999 to June 29, 1999, when Kramer also served as chairman of Flexlink, constituted a conflict of interest, and that Ms. Prins had knowledge of such conflict.[3] Blanton further alleged that Ms. Prins knew of Kramer's funds transfer from Deposit Guaranty National Bank in Mississippi to James Monroe Bank in Virginia. Blanton additionally argued that information concerning the settlement between Flexlink and IEC was intentionally withheld from him by Kramer, and that Ms. Prins "aided and abetted" Kramer in concealing that information from him. Blanton alleges that Ms. Prins' failure to notify him of the transfer of funds and failure to notify him of the settlement information constituted breach of her fiduciary duty (as counsel for Flexlink) to him (as a member of Flexlink). Blanton alleges that such breach of fiduciary duty by Ms. Prins constituted legal malpractice. Accordingly, Blanton brought both derivative and personal claims against Ms. Prins and Bradley Curley for legal malpractice.

¶ 7. The chancellor sub judice stated that Blanton did not meet the requirements of Miss.Code Ann. § 79-29-1102 because he failed to provide written demand to Flexlink. The chancellor stated that, as a result, Blanton had no standing to bring a derivative claim on behalf of Flexlink. The chancellor further noted that if Blanton were allowed to sue on behalf of Flexlink, the benefits derived from the suit would go to Flexlink, thus benefitting Kramer as well, with whom Blanton had already settled at the time of trial. The chancellor opined that such would impermissibly put Kramer "on both sides of the fence." Thus, only Blanton's personal claims against Ms. Prins and Bradley Curley remained.

¶ 8. As to Blanton's personal claims, the chancellor sub judice stated that no attorney-client relationship existed between Ms. Prins and Blanton so as to create any fiduciary duty. The chancellor also found that the efforts made by counsel for Flexlink and its management to advise Blanton of developments concerning the settlement were reasonable, if such notice and advice were even required. The chancellor stated that Blanton thus failed to meet his burden of proving breach of fiduciary duty even if such duty existed. As a result, the chancellor dismissed the case with prejudice.

¶ 9. Aggrieved by the chancellor's decisions, Blanton and Horne appeal. Blanton's assignments of error on appeal, while numerous and overlapping, may be summarized as follows: (1) whether the chancellor erred by failing to find a fiduciary duty owed to Blanton by Ms. Prins; (2) whether the chancellor erred by failing to find that Ms. Prins breached her fiduciary duties to members of the LLC and thus committed legal malpractice; (3) whether the chancellor applied an incorrect standard of law in failing to recognize standing of a member of an LLC to bring a derivative action under the Mississippi LLC Act.

*851 ¶ 10. Horne alleges that: (1) the chancellor erred in holding that Ms. Prins did not commit legal malpractice and did not breach her fiduciary duty to Horne; and (2) that the chancellor erred in concluding that Horne's attorney could not participate in the trial sub judice.

STANDARD OF REVIEW

¶ 11.

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938 So. 2d 847, 2005 WL 3046501, Counsel Stack Legal Research, https://law.counselstack.com/opinion/blanton-v-prins-missctapp-2005.