STATE OF MAINE SUPERIOR COURT CUMBERLAND, ss. CIVIL ACTION Docket No. CV-2022-82 ) LAW OFFICE OF STEPHEAN C. ) CHUTE, ESQ. and STEPHEAN C. ) CHUTE, ESQ., ) ) Plaintiffs/ Counterclaim ) ORDER ON Defendants, ) PLAINTIFFS/COUNTERCLAIM ) DEFENDANTS' MOTION TO V. ) DISMISS COUNTERCLAIM ) LEGAL-EASE, LLC and JEFFREY ) BENNETT, ESQ., ) ) Defendants/ Counterclaim ) Plain tiffs. )
This matter is before the Court on Plaintiffs/ Counterclaim Defendants Law Office
of Stephean C. Chute, Esq., and Stephean C. Chute's (collectively, "Attorney Chute")
Motion to Dismiss Counterclaim. Defendants/Counterclaim Plaintiffs Legal-Ease, LLC
("Legal-Ease") and Jeffrey Bennett (collectively, "Defendants") oppose the motion. For
the following reasons, the Court grants Attorney Chute's Motion to Dismiss as to Counts
I and III of the Counterclaim and denies the motion as to Count II of the Counterclaim.
I. Background
The following facts are drawn from the Counterclaim. Legal-Ease is a Maine
business entity and law firm. (Countercl. 'l[ 1.) Attorney Bennett is the president of Legal
Ease. (Countercl. 'l[ 6.) On January 29, 2021, Attorney Chute met in person with Attorney
Bennett at Legal-Ease's office to discuss a summary judgment motion filed on January 25,
2021, against clients of Legal-Ease. (Countercl. 'l['l[ 5, 6.) On the same day, Attorney Chute
accepted an assignment to respond to the summary judgment motion. (Countercl. 'l[ 7.)
He agreed to timely perform the work and meet the summary judgment response
Page 1 of 6 REC'D GUMB CLERKS OFC AUG 12 ;22 F'Ml:22 deadline. (Countercl. '![ 9.) Attorney Bennett told Attorney Chute that if he needed an
enlargement of time to respond to the motion for summary judgment that Attorney
Chute needed to contact opposing counsel to request an enlargement, to which Attorney
Chute agreed. (Countercl. '![ 8.) Attorney Chute left Legal-Ease's offices that day with a
paper copy of the summary judgment motion. (Countercl. '![ 10.)
Several weeks passed without Legal-Ease or Attorney Bennett hearing from
Attorney Chute or receiving Attorney Chute's draft opposition to the summary judgment
motion. (Countercl. '![ 11.) On or about February 24, 2021, Attorney Bennett called
Attorney Chute. (Countercl. '![ 12.) Attorney Chute informed Attorney Bennett that he
had nearly completed the summary judgment opposition draft, and that he believed the
deadline had not yet passed. (Countercl. '![ 12.) Attorney Bennett asked Attorney Chute
if he had obtained an enlargement, to which Attorney Chute replied that he had not.
(Countercl. '![ 14.) Attorney Bennett informed Attorney Chute that the deadline had
passed on February 17. (Countercl. '![ 15.) Attorney Bennett then contacted opposing
counsel to request an enlargement of time to oppose the summary judgment motion.
(Countercl. '![ 16.) Opposing counsel declined the request. (Countercl. '![ 16.) The Superior
Court ultimately found that the opposition to the motion for summary judgment was
untimely. (Countercl. '![ 22.)
The Counterclaim includes three counts. In Count I, Negligence and Professional
Negligence, Defendants contend that Attorney Chute owed Defendants "a duty to act as
a reasonable and prudent attorney," and that he breached that duty by failing to meet
deadlines and produce legally sound work product, resulting in damage to Defendants.
In Count II, Breach of Contract, Defendants assert that Attorney Chute breached a
contract among the parties by failing to meet deadlines and produce legally sound work
product, resulting in damage to Defendants. Finally, in Count III, Breach of Fiduciary
Page 2 of 6 Duty, Defendants claim that Attorney Chute owed Defendants fiduciary duties "as an
independent contract attorney performing legal services" and breached fiduciary duties
owed to Defendants "by mis-representing [sic] the status of his work, publishing
confidential Legal-Ease client information and confidential billing and financial
information in his Complaint, by failing to comply with the Rules of Professional
Conduct, by failing to punctually perform projects and by failing to provide legally sound
work product, all resulting in damages to [Defendants]." Attorney Chute moves to
dismiss the Counterclaim pursuant to M.R. Civ. P. 12(b )(6).
II. Motion to Dismiss Standard
A motion to dismiss pursuant to M.R. Civ. P. 12(b )(6) "tests the legal sufficiency of
the allegations in a complaint, not the sufficiency of the evidence the plaintiffs are able to
present." Barnes v. McGough, 623 A.2d 144, 145 (Me. 1993) (citation omitted). Accordingly,
the court must "consider the facts in the complaint as if they were admitted." Bonney v.
Stephens Mem'l Hosp., 2011 ME 46, 'I[ 16, 17 A.3d 123. The court may also consider "official
public documents, documents that are central to the plaintiff's claim, and documents
referred to in the complaint, without converting a motion to dismiss into a motion for a
summary judgment when the authenticity of such documents is not challenged." Moody
v. State Liquor & Lottery Comm'n, 2004 ME 20, 'I[ 10, 843 A.2d 43. The court views the complaint "in the light most favorable to the plaintiff to
determine whether it sets forth elements of a cause of action or alleges facts that would
entitle the plaintiff to relief pursuant to some legal theory." Bonney, 2011 ME 46, 'I[ 16, 17
A.3d 123 (quoting Saunders v. Tisher, 2006 ME 94, 'I[ 8, 902 A.2d 830). "Dismissal is
warranted when it appears beyond a doubt that the plaintiff is not entitled to relief under
any set of facts that he might prove in support of his claim." Id. (quoting Saunders, 2006
ME 94, 'I[ 8, 902 A.2d 830).
Page 3 of 6 III. Discussion
Counts I and III of the Counterclaim sound in tort, while Count II sounds in
contract. Accordingly, the Court will address Counts I and III together before proceeding
to address Count II.
A. Tort Claims: Counts I and III
The threshold issue to each of Defendants' tort claims is whether an attorney-client
relationship existed between Attorney Chute and Defendants. See Savell v. Duddy, 2016
ME 139, 20, 147 A.3d 1179. "[T]he general rule is that an attorney owes a duty of care to
only his or her client." Est. of Cabatit v. Canders, 2014 ME 133, 'l[ 21, 105 A.3d 439. "'[A]n
attorney-client relationship is created when (1) a person seeks advice or assistance from
an attorney, (2) the advice or assistance sought pertains to matters within the attorney's
professional competence, and (3) the attorney expressly or impliedly agrees to give or
actually gives the desired advice or assistance."' Savell, 2016 ME 139, 'l[ 21, 147 A.3d 1179
(brackets in original) (quoting Bd. of Overseers of the Bar v. Mangan, 2001 ME 7, 'l[ 9 763
A.2d 1189).
Defendants argue that they formed an attorney-client relationship with Attorney
Chute by hiring Atton1ey Chute to complete work on behalf of Legal-Ease for clients of
Legal-Ease. Clearly, however, the allegations in the Counterclaim do not satisfy the first
step of the Mangan test. Defendants did not seek legal advice or assistance from Attorney
Chute for their own purposes.
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STATE OF MAINE SUPERIOR COURT CUMBERLAND, ss. CIVIL ACTION Docket No. CV-2022-82 ) LAW OFFICE OF STEPHEAN C. ) CHUTE, ESQ. and STEPHEAN C. ) CHUTE, ESQ., ) ) Plaintiffs/ Counterclaim ) ORDER ON Defendants, ) PLAINTIFFS/COUNTERCLAIM ) DEFENDANTS' MOTION TO V. ) DISMISS COUNTERCLAIM ) LEGAL-EASE, LLC and JEFFREY ) BENNETT, ESQ., ) ) Defendants/ Counterclaim ) Plain tiffs. )
This matter is before the Court on Plaintiffs/ Counterclaim Defendants Law Office
of Stephean C. Chute, Esq., and Stephean C. Chute's (collectively, "Attorney Chute")
Motion to Dismiss Counterclaim. Defendants/Counterclaim Plaintiffs Legal-Ease, LLC
("Legal-Ease") and Jeffrey Bennett (collectively, "Defendants") oppose the motion. For
the following reasons, the Court grants Attorney Chute's Motion to Dismiss as to Counts
I and III of the Counterclaim and denies the motion as to Count II of the Counterclaim.
I. Background
The following facts are drawn from the Counterclaim. Legal-Ease is a Maine
business entity and law firm. (Countercl. 'l[ 1.) Attorney Bennett is the president of Legal
Ease. (Countercl. 'l[ 6.) On January 29, 2021, Attorney Chute met in person with Attorney
Bennett at Legal-Ease's office to discuss a summary judgment motion filed on January 25,
2021, against clients of Legal-Ease. (Countercl. 'l['l[ 5, 6.) On the same day, Attorney Chute
accepted an assignment to respond to the summary judgment motion. (Countercl. 'l[ 7.)
He agreed to timely perform the work and meet the summary judgment response
Page 1 of 6 REC'D GUMB CLERKS OFC AUG 12 ;22 F'Ml:22 deadline. (Countercl. '![ 9.) Attorney Bennett told Attorney Chute that if he needed an
enlargement of time to respond to the motion for summary judgment that Attorney
Chute needed to contact opposing counsel to request an enlargement, to which Attorney
Chute agreed. (Countercl. '![ 8.) Attorney Chute left Legal-Ease's offices that day with a
paper copy of the summary judgment motion. (Countercl. '![ 10.)
Several weeks passed without Legal-Ease or Attorney Bennett hearing from
Attorney Chute or receiving Attorney Chute's draft opposition to the summary judgment
motion. (Countercl. '![ 11.) On or about February 24, 2021, Attorney Bennett called
Attorney Chute. (Countercl. '![ 12.) Attorney Chute informed Attorney Bennett that he
had nearly completed the summary judgment opposition draft, and that he believed the
deadline had not yet passed. (Countercl. '![ 12.) Attorney Bennett asked Attorney Chute
if he had obtained an enlargement, to which Attorney Chute replied that he had not.
(Countercl. '![ 14.) Attorney Bennett informed Attorney Chute that the deadline had
passed on February 17. (Countercl. '![ 15.) Attorney Bennett then contacted opposing
counsel to request an enlargement of time to oppose the summary judgment motion.
(Countercl. '![ 16.) Opposing counsel declined the request. (Countercl. '![ 16.) The Superior
Court ultimately found that the opposition to the motion for summary judgment was
untimely. (Countercl. '![ 22.)
The Counterclaim includes three counts. In Count I, Negligence and Professional
Negligence, Defendants contend that Attorney Chute owed Defendants "a duty to act as
a reasonable and prudent attorney," and that he breached that duty by failing to meet
deadlines and produce legally sound work product, resulting in damage to Defendants.
In Count II, Breach of Contract, Defendants assert that Attorney Chute breached a
contract among the parties by failing to meet deadlines and produce legally sound work
product, resulting in damage to Defendants. Finally, in Count III, Breach of Fiduciary
Page 2 of 6 Duty, Defendants claim that Attorney Chute owed Defendants fiduciary duties "as an
independent contract attorney performing legal services" and breached fiduciary duties
owed to Defendants "by mis-representing [sic] the status of his work, publishing
confidential Legal-Ease client information and confidential billing and financial
information in his Complaint, by failing to comply with the Rules of Professional
Conduct, by failing to punctually perform projects and by failing to provide legally sound
work product, all resulting in damages to [Defendants]." Attorney Chute moves to
dismiss the Counterclaim pursuant to M.R. Civ. P. 12(b )(6).
II. Motion to Dismiss Standard
A motion to dismiss pursuant to M.R. Civ. P. 12(b )(6) "tests the legal sufficiency of
the allegations in a complaint, not the sufficiency of the evidence the plaintiffs are able to
present." Barnes v. McGough, 623 A.2d 144, 145 (Me. 1993) (citation omitted). Accordingly,
the court must "consider the facts in the complaint as if they were admitted." Bonney v.
Stephens Mem'l Hosp., 2011 ME 46, 'I[ 16, 17 A.3d 123. The court may also consider "official
public documents, documents that are central to the plaintiff's claim, and documents
referred to in the complaint, without converting a motion to dismiss into a motion for a
summary judgment when the authenticity of such documents is not challenged." Moody
v. State Liquor & Lottery Comm'n, 2004 ME 20, 'I[ 10, 843 A.2d 43. The court views the complaint "in the light most favorable to the plaintiff to
determine whether it sets forth elements of a cause of action or alleges facts that would
entitle the plaintiff to relief pursuant to some legal theory." Bonney, 2011 ME 46, 'I[ 16, 17
A.3d 123 (quoting Saunders v. Tisher, 2006 ME 94, 'I[ 8, 902 A.2d 830). "Dismissal is
warranted when it appears beyond a doubt that the plaintiff is not entitled to relief under
any set of facts that he might prove in support of his claim." Id. (quoting Saunders, 2006
ME 94, 'I[ 8, 902 A.2d 830).
Page 3 of 6 III. Discussion
Counts I and III of the Counterclaim sound in tort, while Count II sounds in
contract. Accordingly, the Court will address Counts I and III together before proceeding
to address Count II.
A. Tort Claims: Counts I and III
The threshold issue to each of Defendants' tort claims is whether an attorney-client
relationship existed between Attorney Chute and Defendants. See Savell v. Duddy, 2016
ME 139, 20, 147 A.3d 1179. "[T]he general rule is that an attorney owes a duty of care to
only his or her client." Est. of Cabatit v. Canders, 2014 ME 133, 'l[ 21, 105 A.3d 439. "'[A]n
attorney-client relationship is created when (1) a person seeks advice or assistance from
an attorney, (2) the advice or assistance sought pertains to matters within the attorney's
professional competence, and (3) the attorney expressly or impliedly agrees to give or
actually gives the desired advice or assistance."' Savell, 2016 ME 139, 'l[ 21, 147 A.3d 1179
(brackets in original) (quoting Bd. of Overseers of the Bar v. Mangan, 2001 ME 7, 'l[ 9 763
A.2d 1189).
Defendants argue that they formed an attorney-client relationship with Attorney
Chute by hiring Atton1ey Chute to complete work on behalf of Legal-Ease for clients of
Legal-Ease. Clearly, however, the allegations in the Counterclaim do not satisfy the first
step of the Mangan test. Defendants did not seek legal advice or assistance from Attorney
Chute for their own purposes. Rather, Defendants sought a relationship with Attorney
Chute by which their mutual clients would benefit from Attorney Chute's legal advice
and assistance.
Defendants cite no Maine authority supporting a cause of action for professional
negligence against co-counsel, nor is the Court aware of any such authority. And, despite
Defendants' arguments to the contrary, Attorney Chute's status as an independent
Page4 of 6 contractor rather than an employee has no impact on the analysis under the Mangan test.
Because Defendants have failed to satisfy the first step of the Mangan test, the Court need
not proceed to the remaining steps. See Savell, 2016 ME 139, 'l[ 28, 147 A.3d 1179
("[S]atisfaction of the first prong of the Mangan test-seeking legal advice or assistance
from an attorney-is a threshold issue to both the second and third elements of the test.").
Nor have Defendants successfully pied a third-party beneficiary relationship that
would give rise to a duty on Attorney Chute's part. When deciding whether an attorney
owes a duty to a nonclient, the Court must balance the following factors:
(1) [T]he extent to which the transaction was intended to benefit the plaintiff; (2) the foreseeability of harm to the plaintiff; (3) the degree of certainty that the plaintiff suffered injury; (4) the closeness of the connection between the defendant's conduct and the injury; (5) the policy of preventing future harm; and (6) the extent to which the profession would be unduly burdened by a finding of liability.
Id. 'l[ 29 (quoting Trask v. Butler, 872 P.2d 1080, 1084 (Wash. 1994)).
The second, third, and fourth factors may weigh in favor of the existence of a duty.
However, the fifth factor is neutral, and the first and sixth factors weigh heavily against.
Defendants only benefited from "the transaction" indirectly, by receiving fees from
clients for Attorney Chute's services. Defendants did not stand to benefit from Attorney
Chute's legal advice itself. Moreover, the legal profession would be burdened if a duty
generally existed between and among attorneys working for muhial clients. Finally, the
policy of preventing future harm would be minimally advanced by imposing a duty on
co-counsel and attorneys within the same firm, all of whom are presumably well
positioned to effectively protect their own interests in this area.
Because Defendants have failed to plead the elements of their tort claims, the Court
must dismiss Counts I and III of the Counterclaim.
Page 5 of 6 B. Contract Claim: Count II
To establish a valid contract, a party must show consideration and mutual assent
to be bound by the material terms of the agreement. Tobin v. Barter, 2014 ME 51, 'I[ 9, 89
A.3d 1088 (quoting Sullivan v. Porter, 2004 ME 134, 'I[ 13, 861 A.2d 625). To obtain relief
for breach of contract, the plaintiff must demonstrate that the defendant breached a
material term of the contract, and that the breach caused the plaintiff to suffer damages.
Id. 'I[ 10.
Defendants allege that Attorney Chute and Defendants agreed for Attorney Chute
to timely prepare the response to the summary judgment motion in exchange for a fee.
Defendants further allege that Attorney Chute's failure to timely complete the summary
judgment response resulted in damage to Defendants. Because Defendants have pied the
necessary elements of a breach of contract claim, Attorney Chute's Motion to Dismiss
must be denied as to Count II of Defendants' Counterclaim.
IV. Conclusion
For the foregoing reasons, the Court grants Attorney Chute's Motion to Dismiss
as to Counts I and III and denies the motion as to Count II of Defendants' Counterclaim.
The entry is:
Plaintiffs'/ Counterclaim Defendants' Motion to Dismiss Counterclaim is granted as to Counts I and III of Defendants/Counterclaim Plaintiffs' Counterclaim and denied as to Count II of the Counterclaim. Counts I and III of the Counterclaim are DISMISSED.
The Clerk is directed to incorporate this Order into the docket by reference
pursuant to Maine Rule of Civil Procedure 79(a).
Page 6 of 6