Hansen v. Anderson, Wilmarth & Van Der Maaten

657 N.W.2d 711, 2003 Iowa Sup. LEXIS 26, 2003 WL 152194
CourtSupreme Court of Iowa
DecidedJanuary 23, 2003
Docket01-1447
StatusPublished
Cited by4 cases

This text of 657 N.W.2d 711 (Hansen v. Anderson, Wilmarth & Van Der Maaten) is published on Counsel Stack Legal Research, covering Supreme Court of Iowa primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Hansen v. Anderson, Wilmarth & Van Der Maaten, 657 N.W.2d 711, 2003 Iowa Sup. LEXIS 26, 2003 WL 152194 (iowa 2003).

Opinion

CARTER, Justice.

The law firm of Anderson, Wilmarth, and Van Der Maaten and Calvin R. Anderson, Lee E. Wilmarth, and Andrew F. Van Der Maaten, members thereof, appeal from a judgment for money damages against them in a legal malpractice action brought by plaintiffs, Willis M. Hansen, Dennis B. Hansen, State Bank of Lawler, and Precision of New Hampton, Inc. The Hansens have an ownership interest in Precision of New Hampton, Inc. and State Bank of Lawler, and for this reason, the plaintiffs will be referred to collectively herein as the Hansen interests. The Hansen interests alleged that the Anderson firm was negligent in handling a business-asset sale to the Hansen interests and was also negligent in the defense of a business tort action against the Hansen interests by the owners of the business whose assets were transferred in the asset sale.

Following a bench trial, the district court found that the Anderson firm was not negligent in its handling of the tort action against the Hansen interests but was negligent in its handling of the asset sale. The court found that the negligent handling of the asset sale was the precip *712 itating cause of the subsequent tort action in which substantial judgments were rendered against the Hansen interests. Judgment was rendered against the Anderson firm and its members for the amount of the tort recovery exacted from the Hansen interests plus interest, costs, and attorney fees. On appeal the Anderson firm urges that its negligence, if any, in regard to the asset sale was not a cause in fact or a legal cause of the tort judgments against the Hansen interests. Because we agree with that contention, we reverse the judgment of the district court.

Many of the facts surrounding the current litigation are set forth in two prior opinions of this court, Hansen v. Anderson, Wilmarth & Van Der Maaten, 630 N.W.2d 818 (Iowa 2001), and Ezzone v. Riccardi, 525 N.W.2d 388 (Iowa 1994). As the evidence in the present case indicates, prior to April 21, 1987, the Hansen interests had arranged for Precision of New Hampton, Inc. to purchase the assets of a corporation known as Precision Torque Converters of Iowa. The Hansen interests were represented by the Anderson firm with respect to this transaction.

The preliminary sale documents (prepared by the Anderson firm) required the selling party to provide proof of corporate authority to make the sale. The person acting on the corporation’s behalf was Ronald Riccardi. The attorney representing the seller provided documents which showed that Riccardi was the sole member of the board of directors of the selling corporation, was both president and secretary-treasurer of the corporation, and was the person authorized to issue bills of sale and deeds. Riccardi’s election as an officer of the corporation was purportedly by his own action as the sole director of the corporation. The Anderson firm accepted this documentation as establishing Riccar-di’s authority to complete the sale on behalf of the selling corporation. As later litigation in Ezzone established, the documents the selling corporation’s attorney provided were false. In fact, Riccardi was never a director or shareholder of the selling corporation and had not been designated as a corporate officer by those persons who were.

The sale price for the assets of Precision Torque Converters of Iowa was $250,000. Because the buyer had advanced certain funds to satisfy creditors’ claims against the selling corporation, the settlement check was in the amount of $231,481.81. That check was made payable to Precision Torque Converters of Iowa. It was never negotiated. In lieu of negotiating the settlement check, Riccardi prevailed on the Hansen interests to transfer the amount of that check directly to him plus an additional $18,526.19 that was withdrawn from the account of Precision Torque Converters of Iowa at the State Bank of Lawler. The Anderson firm had no knowledge of these payments to Riccardi.

In the present litigation, the Hansen interests have alleged that the Anderson firm was negligent in accepting the documentation provided with respect to Riccar-di’s authority to act for the corporation and also for not requiring a showing of shareholder approval with respect to the transaction, which was required by Iowa Code section 496A.76(3) (1985). The district court found that the Anderson firm was negligent in both of those respects. It further found that, “but for the negligence of the Defendants, the asset sale would not have been completed and, but for the transfer of the assets based on Riccardi’s false assertion of authority to sell, the Plaintiffs would not have been sued and would not have suffered the damages claimed.” Other facts and circumstances that bear on the issues before us will be *713 considered in connection with our discussion of the legal issues presented.

I. The Ezzone and LaRosa Litigation.

In prior litigation, Harold Ezzone was awarded $346,500 in actual and punitive damages against the Hansen interests. In the same litigation, Patricia LaRosa was awarded $447,000 in actual and punitive damages against the Hansen interests. The jury in that litigation expressly found in a special verdict that Ezzone and LaRo-sa each owned fifty percent of Precision Torque Converters of Iowa and that Ric-cardi had no ownership interest in the corporation.

Ezzone and LaRosa’s claims, as submitted to the jury, were based on three theories of recovery: tortious interference with a contract, conversion of assets, and breach of a confidential relationship. The tortious-interference claims against the Hansen interests were based on their own alleged actions. The conversion and breach-of-confidential-relationship claims were based on Riccardi’s acts as part of a conspiracy with the Hansen interests.

None of the claims submitted to the jury were based in whole or in part on the April 21, 1987 asset transfer. Harold Ezzone testified at the trial of the action against the Hansen interests that it was in the best interest of Precision Torque Converters of Iowa to sell its assets and that the asking price was properly fixed at $250,000. The problem from the standpoint of the selling corporation was not the asset sale but what was done with the purchase money that was supposed to have been paid to the corporation. Counsel for Ezzone and LaRosa expressly disclaimed on the record, prior to submission of the case to the jury, any damage claims based on the asset sale. The conversion claim that remained in the case was for conversion of the business entity, and the jury found that this conversion had occurred on January 30, 1987, more than two months prior to the asset sale.

The jury returned separate verdicts for actual and punitive damages on each of the three theories of recovery. On appeal this court in Ezzone, 525 N.W.2d at 392, found the damages awarded on the tortious-in-terference claim and the conversion claim duplicated the damages awarded on the conspiracy-to-breaeh-a-confidential-rela-tionship claim. Consequently, the only judgment entered against the Hansen interests was on the latter claim.

II. The Causation Issue.

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657 N.W.2d 711, 2003 Iowa Sup. LEXIS 26, 2003 WL 152194, Counsel Stack Legal Research, https://law.counselstack.com/opinion/hansen-v-anderson-wilmarth-van-der-maaten-iowa-2003.