Buysse v. Baumann-Furrie & Co.

448 N.W.2d 865, 1989 Minn. LEXIS 231, 1989 WL 158010
CourtSupreme Court of Minnesota
DecidedSeptember 22, 1989
DocketC4-88-228
StatusPublished
Cited by45 cases

This text of 448 N.W.2d 865 (Buysse v. Baumann-Furrie & Co.) is published on Counsel Stack Legal Research, covering Supreme Court of Minnesota primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Buysse v. Baumann-Furrie & Co., 448 N.W.2d 865, 1989 Minn. LEXIS 231, 1989 WL 158010 (Mich. 1989).

Opinion

COYNE, Justice.

On the petition of St. Paul Fire & Marine Insurance Company (hereinafter “St. Paul F & M”), we review the decision of the court of appeals affirming judgment in the amount of $1 million against St. Paul F & M, the garnishee in proceedings based on a judgment entered in an accounting malpractice action against a St. Paul F & M insured. 428 N.W.2d 419. We reverse and remand.

The main action arose out of the insolvency of Ghent Grain & Feed, Inc. Eighty-two of Ghent’s creditors and Ghent’s trustee in bankruptcy sued Baumann-Furrie & Company, alleging that Baumann-Furrie, which had performed accounting services for Ghent from the mid-1970’s until March 1983, had negligently prepared Ghent’s financial statements and negligently failed to notify plaintiffs after discovery that such financial statements were inaccurate. St. Paul F & M, Baumann-Furrie’s public accountants’ errors and omissions insurer, acknowledged that the claims were within the coverage afforded by its policy and engaged counsel to defend the actions against Baumann-Furrie. In defending *867 the claims of the several plaintiffs, St. Paul F & M took the position that its limit of liability was $500,000, the “each error limit” set out in the policy:

The each error limit is the most we’ll pay for all claims resulting from a single error or series of related errors, no matter how many protected persons, injured parties or claims are involved.

Baumann-Furrie, on the other hand, contended that its liability, if any, resulted from multiple unrelated errors, thus invoking the $1 million total policy limit of coverage:

The total limit, which is twice the each error limit, is the most we’ll pay for all claims reported in a policy year.

After trial of the main action had begun, Baumann-Furrie and the 83 plaintiffs entered into a stipulation of settlement which the parties characterize as a “Miller-Shugart” settlement. 1 See Miller v. Shugart, 316 N.W.2d 729, 735 (Minn.1982). The stipulation, executed on Baumann-Furrie’s behalf not only by Baumann-Furrie’s personal counsel, but also by counsel engaged by St. Paul F & M pursuant to its contractual obligation to defend its insured, provided that the district court should issue findings of fact and conclusions of law and enter judgment that Baumann-Furrie was negligent in the preparation of semi-annual financial statements of June 30, 1979 through June 30, 1982, and in Baumann-Furrie’s conduct on discovery that the statements were materially incorrect and that such negligence was the proximate cause of the plaintiff’s damages in excess of $1 million. The stipulation recited a $500,000 settlement offer by St. Paul F & M, notification of the parties’ intention to enter into the stipulation, and St. Paul F & M’s declination to join in the stipulation. Finally, the stipulation limited collection and satisfaction of the plaintiffs’ judgment to St. Paul F & M’s obligation pursuant to its policy or policies insuring Baumann-Furrie. The trial court made findings of fact and conclusions of law and judgment was entered, all in accordance with the stipulation.

Thereafter, the judgment creditors served a garnishment summons and a supplemental summons and complaint on the St. Paul Companies, St. Paul F & M’s parent company. St. Paul Companies denied that it was indebted to or insured Bau-mann-Furrie, alleged that its affiliated corporation, St. Paul F & M, insured Bau-mann-Furrie, and alleged breach of the insured’s contractual obligations and that the creditor’s judgment was both defective and unreasonable.

The judgment creditors then moved to substitute St. Paul F & M for the St. Paul Companies as garnishee and for an order summarily determining that the Stipulation for Entry of Judgment dated January 28, 1987 was in all respects reasonable and binding on the garnishee as well as the judgment debtor. The judgment creditors also sought summary judgment against the garnishee in the amount of $500,000, plus interest, reserving for future disposition only the issue of the extent of the policy limits. At the same time the St. Paul Companies moved for summary dismissal of the garnishment action and for disqualification of Gislason, Dosland, Hunter & Malecki from acting as counsel for the judgment creditors. The district court denied the St. Paul Companies' motions; ordered St. Paul F & M substituted as garnishee in place of St. Paul Companies; ordered the judgment creditors to serve on St. Paul F & M and file an amended supplemental summons and complaint, which would relate back to the date of the original pleadings, and prohibited St. Paul F & M from filing a response thereto; and awarded summary judgment against St. Paul F & M in the amount of $500,000 with costs and disbursements.

The judgment creditors served an amended supplemental summons and complaint *868 on St. Paul F & M. On motion the district court permitted St. Paul F & M to file its tendered response after striking all jurisdictional defenses.

Subsequently the judgment creditors notified St. Paul F & M of the association of John C. Hottinger with the Gislason firm to represent the judgment creditors regarding the amount of insurance available pursuant to the St. Paul F & M policy for satisfaction of the judgment creditors’ claims against Baumann-Furrie. Then they moved for summary judgment that St. Paul F & M’s “insurance coverage limit as applied to this action is One Million Dollars ($1,000,000).” Reasserting its jurisdictional defenses, St. Paul F & M also moved for summary judgment. On December 22, 1987 the trial court awarded the judgment creditors a second summary judgment in the amount of $500,000 and ordered entry of all judgments previously granted. Judgment was entered pursuant to that order, and St. Paul F & M appealed. The court of appeals affirmed in all respects. This court granted further review.

Before addressing the merits of the case it seems desirable to decide whether the law firm of Gislason, Dosland, Hunter & Malecki, counsel for the judgment creditors, should be disqualified from any further participation in the lawsuit. St. Paul F & M asserts that it has regularly engaged the Gislason firm over the last 20 years and that the firm has advised or represented St. Paul F & M in more than 15 matters in the last three; years, and it contends that the Gislason firm’s representation of the judgment creditors in the garnishment proceeding violates Rule 1.7, Minnesota Rules of Professional Conduct:

(a) A lawyer shall not represent a client if the representation of that client will be directly adverse to another client, unless:
(1) the lawyer reasonably believes the representation will not adversely affect the relationship with the other client; and
(2) each client consents after consultation.

Robert Halverson, a member of the Gis-lason firm and lead counsel in the representation of the judgment creditors, avers that he works in the firm’s New Ulm office and that representation of St.

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Cite This Page — Counsel Stack

Bluebook (online)
448 N.W.2d 865, 1989 Minn. LEXIS 231, 1989 WL 158010, Counsel Stack Legal Research, https://law.counselstack.com/opinion/buysse-v-baumann-furrie-co-minn-1989.