Geron ex rel. Thelen LLP v. Robinson & Cole LLP

476 B.R. 732, 2012 WL 3800766
CourtDistrict Court, S.D. New York
DecidedSeptember 4, 2012
DocketNos. 11 Civ. 8967, 12 Civ. 1364
StatusPublished
Cited by13 cases

This text of 476 B.R. 732 (Geron ex rel. Thelen LLP v. Robinson & Cole LLP) is published on Counsel Stack Legal Research, covering District Court, S.D. New York primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Geron ex rel. Thelen LLP v. Robinson & Cole LLP, 476 B.R. 732, 2012 WL 3800766 (S.D.N.Y. 2012).

Opinion

MEMORANDUM & ORDER

WILLIAM H. PAULEY III, District Judge.

These actions arise from an alarming phenomenon — the bankruptcy of a major law firm. The pursuit of pending hourly fee matters as assets of the estate has become a recurring feature of such bankruptcies. But this concept of law firm “property” collides with the essence of the attorney-client relationship. That relationship springs from agency law, not property law. The client is the principal, the attorney is the agent, and the relationship is terminable at will. The question presented is whether a dissolved law firm’s pending hourly fee matters are nevertheless its property.

[736]*736Plaintiff Yann Geron (the “Trustee”), the Chapter 7 trustee of the bankruptcy estate of former law firm Thelen LLP (“Thelen”), brings fraudulent transfer and accounting and turnover claims against Defendants Seyfarth Shaw LLP (“Sey-farth Shaw”) and Robinson & Cole LLP (“Robinson & Cole”). Through these claims, the Trustee seeks to recover profits from work that former Thelen partners performed after they joined those two law firms. Seyfarth Shaw moves for judgment on the pleadings under Federal Rule of Civil Procedure 12(c), and Robinson & Cole moves to dismiss all claims against it under Federal Rule of Civil Procedure 12(b)(6). For the following reasons, Sey-farth Shaw’s motion is granted in its entirety and Robinson & Cole’s motion is denied. Further, this Court sua sponte certifies this order for interlocutory appeal.

BACKGROUND

Until its dissolution in late 2008, Thelen was a registered limited liability partnership governed by California law, (Voluntary Petition (“Pet.”) at 1, In re Thelen LLP, Case No. 09-15631 (Bankr. S.D.N.Y.).) On October 28, 2008 — in the midst of the global financial crisis — The-len’s partners voted to dissolve the firm. (Complaint against Robinson & Cole and Partner Does, dated Sept. 14, 2011 (“RC Compl.”) ¶ 20; Complaint against Seyfarth Shaw and Partner Does, dated Sept. 14, 2011 (“SS Compl.”) ¶ 20.) At the same time, Thelen’s partners adopted the Fourth Amended and Restated Limited Liability Partnership Agreement (the “Fourth Partnership Agreement”), which was also governed by California law. (RC Compl. ¶ 20; SS Compl. ¶ 20.) In connection with the- Fourth Partnership Agreement, Thelen’s partners voted to wind up Thelen’s business under a written Plan of Dissolution. (RC Compl. ¶ 21; SS Compl. ¶ 21.) At the time of its dissolution, The-len was insolvent. (RC Compl. ¶¶ 23, 28-29; SS Compl. ¶¶ 23, 28-29.)

Unlike Thelen’s previous partnership agreements, the Fourth Partnership Agreement incorporated a so-called Jewel Waiver. (RC Compl. ¶ 34; SS Compl. ¶ 34.) Specifically, it provides:

Neither the Partners nor the Partnership shall have any claim or entitlement to clients, cases or matters ongoing at the time of dissolution of the Partnership other than the entitlement for collection of amounts due for work performed by the Partners and other Partnership personnel prior to their departure from the Partnership. The provisions of this [section] are intended to expressly waive, opt out of and be in lieu of any rights any Partner or the Partnership may have to “unfinished business” of the Partnership, as the term is defined in Jewel v. Boxer, 156 Cal.App.3d 171 [203 Cal.Rptr. 13] (Cal. App. 1 Dist.1984), or as otherwise might be provided in the absence of this provision through the interpretation or application of the [California Uniform Partnership Act of 1994, as amended].

(RC Compl. ¶ 34; SS Compl. ¶ 34.)

On September 18, 2009, Thelen filed a voluntary petition for relief under Chapter 7 of the Bankruptcy Code in the United States Bankruptcy Court for the Southern District of New York. At that time, Thelen indicated that it “has been domiciled or has had a residence, principal place of business, or principal assets” in the Southern District of New York. (Pet. at 2.) After the Trustee was appointed, he instituted adversary proceedings against Seyfarth Shaw, Robinson & Cole, and several former Thelen partners. The Trustee contends that Thelen’s adoption of the Jewel [737]*737Waiver in its Fourth Partnership Agreement constituted a fraudulent transfer by Thelen. The Trustee now seeks to avoid the fraudulent transfer of Thelen’s unfinished business, recover its value, and require Defendants to account for and turn over the profits generated from that work.

DISCUSSION

I. Legal Standard

Courts evaluate motions for judgment on the pleadings under the same standard as motions to dismiss for failure to state a claim. See Bank of N.Y. v. First Millennium, Inc., 607 F.3d 905, 922 (2d Cir.2010). “To survive a motion to dismiss, a complaint must contain sufficient factual matter, accepted as true, to ‘state a claim to relief that is plausible on its face.’ ” Ashcroft v. Iqbal, 556 U.S. 662, 678, 129 S.Ct. 1937, 173 L.Ed.2d 868 (2009) (quoting Bell Atl. Corp. v. Twombly, 550 U.S. 544, 570, 127 S.Ct. 1955, 167 L.Ed.2d 929 (2007)). To determine plausibility, courts follow a “two-pronged approach.” Iqbal, 556 U.S. at 679, 129 S.Ct. 1937. “First, although ‘a court must accept as true all of the allegations contained in a complaint,’ that ‘tenet’ ‘is inapplicable to legal conclusions,’ and ‘[tjhreadbare recitals of the elements of a cause of action, supported by mere conclusory statements, do not suffice.’ ” Harris v. Mills, 572 F.3d 66, 72 (2d Cir.2009) (alteration in original) (quoting Iqbal, 556 U.S. at 678, 129 S.Ct. 1937). Second, a court determines “whether the ‘well-pleaded factual allegations,’ assumed to be true, ‘plausibly give rise to an entitlement to relief ” Hayden v. Paterson, 594 F.3d 150, 161 (2d Cir.2010) (quoting Iqbal, 556 U.S. at 679, 129 S.Ct. 1937). A court’s “consideration [on a motion to dismiss] is limited to facts stated on the face of the complaint, in documents appended to the complaint or incorporated in the complaint by reference, and to matters of which judicial notice may be taken.” Allen v. West-Point-Pepperell Inc., 945 F.2d 40, 44 (2d Cir.1991).

II. Choice of Law

To prevail on its claims against Seyfarth Shaw, the Trustee must demonstrate that Thelen had an interest in “property.” See 11 U.S.C. §§ 542, 544, 548, 550; see also Cal. Civ.Code §§ 3439.04-3439.07. According to the Trustee, Thelen’s partners transferred “property” to Seyfarth Shaw and Robinson & Cole when they executed the Jewel Waiver. The parties agree that California law defines any “property interest” that Robinson & Cole received.1

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476 B.R. 732, 2012 WL 3800766, Counsel Stack Legal Research, https://law.counselstack.com/opinion/geron-ex-rel-thelen-llp-v-robinson-cole-llp-nysd-2012.