Gordon v. Title Insurance
Gordon v. Title Insurance
Opinion of the Court
This appeal arises out of a breach of contract action brought by appellee against Richard Gordon, an attorney, and Berthold & Gordon, P. C., Gordon’s professional corporation. The trial court granted appellee’s motion for summary judgment and Gordon, appellant herein, appeals.
In 1985, appellee entered into an agreement with Berthold & Gordon, P. C., wherein Berthold & Gordon, P. C. agreed to issue and deliver title insurance policies and collect premiums on behalf of appellee. The agreement also provided that Berthold & Gordon, P. C. would search and examine titles, or have titles searched or examined by approved attorneys, using the same care as if the titles were searched and examined for a client. As part of the agreement, Berthold & Gordon, P. C. agreed to be responsible for any losses occasioned by their negligence in examining a title or issuing an insurance policy.
In February 1986, Berthold & Gordon, P. C. issued a policy insuring a parcel of property. Several years later, it was discovered that a validly recorded deed to secure debt encumbered the property at the time that the policy was issued. The encumbrance did not appear
1. Appellant contends in his first enumeration of error that since he was not a party to the contract between appellee and Berthold & Gordon, P. C., the trial court erred in finding him liable. We disagree. In First Bank & Trust Co. v. Zagoria, 250 Ga. 844 (302 SE2d 674) (1983), the Supreme Court of Georgia addressed the question of whether an attorney who is a shareholder in a professional corporation engaged in the practice of law can be personally liable for obligations of the professional corporation. The Court held that “when a lawyer holds himself out as a member of a law firm the lawyer will be liable not only for his own professional misdeeds but also for those of the other members of his firm.” Id. at 847. As further discussed in Division 2, the failures of appellant’s professional corporation, alleged and proven in this case, are of the type of “professional misdeeds” addressed in Zagoria. Accordingly, we find no merit to appellant’s argument that he is not liable for his corporation’s breach of the agreement.
2. Appellant’s argument in his second enumeration of error, that Zagoria is inapplicable because the present case involves an insurance agency agreement rather than a contract to provide legal representation, is similarly without merit. In addition to such non-legal services as issuing insurance binders or policies, collecting premiums and other service charges, the agreement clearly contemplated that Berthold & Gordon, P. C. would provide legal services in connection with the search and examination of titles and the issuance of legal opinions regarding the title. As noted in Zagoria, “[w]hen a client engages the services of a lawyer the client has the right to expect the fidelity of other members of the firm. It is inappropriate for the lawyer to be
3. In his brief, appellant makes assertions that suggest he is not a shareholder in Berthold & Gordon, P. C. In failing to respond to appellee’s motion for summary judgment, appellant did not raise this argument in the trial court. Moreover, even if the issue was appropriately raised, we will not address matters not enumerated as error but merely referred to in appellant’s brief. See Southern Trust Ins. Co. v. Ga. Farm Bureau Mut. Ins. Co., 194 Ga. App. 751 (5) (391 SE2d 793) (1990).
4. Appellee’s motion for the imposition of a penalty for frivolous appeal pursuant to Court of Appeals Rule 26 (b) is denied. Appellant’s cross-motion for a frivolous appeal penalty, brought on the grounds that appellee’s motion for frivolous appeal penalty is without merit, is also denied.
Judgment affirmed.
Case-law data current through December 31, 2025. Source: CourtListener bulk data.