KBF Associates L.P. v. Saul Ewing Remick & Saul

35 Pa. D. & C.4th 1, 1998 Pa. Dist. & Cnty. Dec. LEXIS 162
CourtPennsylvania Court of Common Pleas, Philadelphia County
DecidedMay 5, 1998
Docketno. 3065
StatusPublished

This text of 35 Pa. D. & C.4th 1 (KBF Associates L.P. v. Saul Ewing Remick & Saul) is published on Counsel Stack Legal Research, covering Pennsylvania Court of Common Pleas, Philadelphia County primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
KBF Associates L.P. v. Saul Ewing Remick & Saul, 35 Pa. D. & C.4th 1, 1998 Pa. Dist. & Cnty. Dec. LEXIS 162 (Pa. Super. Ct. 1998).

Opinion

BERNSTEIN, J.,

Before the court is a legal malpractice case deriving from housing revenue bonds issued by the Redevelopment Authority of Montgomery County in 1985 for the benefit of a limited partnership, KBF Associates L.P. The original bonds set forth periods of time at which they could be redeemed at predetermined prices. Although it was originally contemplated that the bond transaction would close on September 1,1986, the closing did not occur until September 17,1986. Defendant Pepper Hamilton & Scheetz issued an opinion letter which incorrectly stated that KBF could redeem the bonds at par on September 1, 1993. It is also alleged that defendants Saul Ewing Remick & Saul failed to advise plaintiff of the effect of the postponement of the closing on the redemption price. After plaintiff KBF committed itself contractually to redeem the bonds [3]*3in September of 1993, it learned that a $550,000 premium would be necessary to redeem the bonds at par plus 1 percent.

Before the court is a motion by defendant, Saul Ewing Remick & Saul and Timothy Frey, Esquire, for a pretrial ruling that the Pennsylvania Comparative Negligence Act, 42 Pa.C.S. §7102, does not apply, but Pennsylvania principles of contributory negligence do apply. Plaintiffs herein agree that the Comparative Negligence Act is inapplicable, but claim contributory negligence is equally inapplicable.

The Saul Ewing defendants were engaged as counsel for plaintiff KBF in a complex bond reoffering transaction in 1986 and redemption transaction concerning the same bonds in 1993. The Saul Ewing defendants were specifically retained to review thousands of pages of complex documentation relating to the two transactions and advise the plaintiff. Defendants ask this court to rule that a client may be barred from suing his attorney for malpractice with respect to errors within the scope of the attorney’s engagement where it can be demonstrated that the client had the capability and expertise to have independently determined the error. The court finds no support in Pennsylvania law for this proposition and accordingly rules that contributory negligence is no defense under the specific factual situation presented herein.

Clearly, the negligence of a client can be relevant to a claim of damages in a professional malpractice case. Where a patient fails to follow the advice of a physician and by doing so causes or increases the harm suffered, the facts of noncompliance can be presented to the jury as a defense or in mitigation of damages.1 [4]*4There is no support, however, for the proposition that if a physician himself is a patient, his failure to independently recognize that a deviation from the standard of care is occurring can .be presented to the jury on either a comparative or contributory negligence basis. Despite the admonition “doctor heal thyself,” a physician who is a patient has no obligation to insure that his treating physician in whom he trusts is acting within the applicable standard of care. This is particularly true where the patient-physician has no direct knowledge of the medical specialty involved, but is only capable of researching his medical care and is competent to independently determine that deviations from the standard of care are occurring.

Likewise, in the legal malpractice situation, a lawyer who is not foolish enough to represent himself, is not required to independently confirm the actions of his counsel. The claim presented herein is yet another step removed from the above theoretical analysis.

Defendants herein claim that the general partner of KBF, Mitchell L. Morgan, was individually sophisticated enough to have performed the exact legal work for which defendants were retained and, therefore, his failure to independently read and analyze the bond documents and check the work of his retained counsel can constitute a complete bar to this claim. The authority offered by defendant for this proposition is the case of Rizzo v. Michener, 401 Pa. Super. 47, 584 A.2d 973 (1990) in which a professional negligence claim was brought against a termite inspection company for the failure to fully examine the premises. The Superior Court found comparative negligence applicable because the seller refused to permit the inspector to examine a closed portion of the property in which there was severe termite damage. The termite inspector correctly [5]*5noted that the “crawlspace was inaccessible.” The area which was not examined was never viewed personally by the purchaser despite five inspection visits. Because this area contained visible and severe deterioration, the court concluded that comparative negligence was applicable in failing to permit professional inspection or to examine independently. This case is inapplicable to reliance upon counsel’s review and advice on a complex, major bond transaction.2

The general rule in Pennsylvania is that one to whom a duty is due has the right to assume that it will be performed and is not required to anticipate the negligence of another. Bortz v. Henne, 415 Pa. 150, 204 A.2d 52 (1964); Downey v. Union Paving Co., 184 F.2d 481 (3d Cir. 1949). Thus, plaintiff, KBF herein, had a right to rely on the advice of experienced bond counsel without the risk that the consequences of defendants’ negligence would be shifted to the partnership because of the sophistication or experience of its general partner. There is no allegation herein that the plaintiff, client contributed in any way to the breach in duty.3

[6]*6This court cannot find any Pennsylvania case specifically controlling this issue. Although this ruling is merely the application of basic and long-standing Pennsylvania law to the specific fact situation presented, it can be instructive to view appellate decisions in other jurisdictions which have more closely encountered this problem. In National Surety Corp. v. Lybrand, 256 A.D. 226, 9 N.Y.S.2d 554 (1939) the Appellate Division of the Supreme Court of New York was faced with an action against certified public accountants for failing to discover and report cash shortages after auditing and examining the books and accounts of a stockbrokerage firm. The case was dismissed at the trial court level pursuant to the bar of contributory negligence because the stockbrokerage firm conducted their business in a manner to make defalcations possible. The appellate court held that the claim of professional negligence could not be defeated due to the stockbrokerage firm’s own negligence, saying:

“We are therefore not prepared to admit that accountants are immune from the consequences of their negligence because those who employ them have conducted their own business negligently. ‘. . . accountants ... are commonly employed for the very purpose of detecting defalcations which the employer’s negligence had made possible. Accordingly, we see no reason to hold that the accountant is not liable to his employer in such cases. Negligence of the employer is a defense only when it contributed to the accountant’s failure to perform his contract....”’ Id. 256 A.D. at 235-36, 9 N.Y.S.2d at 563.

This same principle has been applied in legal malpractice cases. In Hart v. Carro, 211 A.D.2d 617, 620 N.Y.S.2d 847 (N.Y. App.

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Related

Downey v. Union Paving Co.
184 F.2d 481 (Third Circuit, 1949)
Bortz v. Henne
204 A.2d 52 (Supreme Court of Pennsylvania, 1964)
Rizzo v. Michener
584 A.2d 973 (Superior Court of Pennsylvania, 1990)
Jewelcor Jewelers & Distributors, Inc. v. Corr
542 A.2d 72 (Supreme Court of Pennsylvania, 1988)
Conklin v. Weisman
678 A.2d 1060 (Supreme Court of New Jersey, 1996)
Morganstein v. House
547 A.2d 1180 (Supreme Court of Pennsylvania, 1988)
Theobald v. Byers
193 Cal. App. 2d 147 (California Court of Appeal, 1961)
National Surety Corp. v. Lybrand
256 A.D. 226 (Appellate Division of the Supreme Court of New York, 1939)
Hart v. Carro, Spanbock, Kaster & Cuiffo
211 A.D.2d 617 (Appellate Division of the Supreme Court of New York, 1995)

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Bluebook (online)
35 Pa. D. & C.4th 1, 1998 Pa. Dist. & Cnty. Dec. LEXIS 162, Counsel Stack Legal Research, https://law.counselstack.com/opinion/kbf-associates-lp-v-saul-ewing-remick-saul-pactcomplphilad-1998.