Sec. Bank & Trust Co. v. Larkin, Hoffman, Daly & Lindgren, Ltd.
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Sec. Bank & Trust Co. v. Larkin, Hoffman, Daly & Lindgren, Ltd.
Opinion of the Court
This case arises out of a district court order granting a motion for judgment on the pleadings. Respondent/cross-appellant Security Bank & Trust Company ("Security Bank") sued appellant/cross-respondent Larkin, Hoffman, Daly & Lindgren, Ltd. ("Larkin"), alleging legal malpractice related to estate-planning services for deceased client Gordon P. Savoie. Security Bank, as trustee and personal representative of Savoie's estate, alleged that Larkin failed to advise Savoie that his estate would be subject to a substantial generation-skipping transfer tax upon a distribution to a beneficiary who was more than 37.5 years younger than him. The district court granted Larkin's motion for judgment on the pleadings because it determined that Security Bank lacked standing both in its capacity as personal representative of Savoie's estate and in its capacity as trustee of the Gordon P. Savoie Revocable Trust. The court of appeals reversed and remanded, concluding that Security Bank had standing as personal representative of the estate because a cause of action for legal malpractice accrued to Savoie during his lifetime, and thus survived to Security Bank. Because we agree with the district court, we reverse the court of appeals.
FACTS
Larkin drafted a will and revocable trust agreement for Gordon P. Savoie in 2009. Following a number of specific bequests, Article 7 of the trust agreement directed that 45 percent of the remaining trust assets be distributed to a beneficiary who was more than 37.5 years younger than Savoie. As a result, the distribution was subject to a generation-skipping transfer tax totaling about $1.654 million. See
Following Savoie's death, Security Bank was appointed trustee and personal representative of Savoie's estate. In these capacities, Security Bank sued Larkin for legal malpractice. Security Bank alleged that Larkin never advised Savoie of the generation-skipping transfer tax, nor discussed *495with him options for reducing the tax burden to the estate.
Larkin moved for judgment on the pleadings under Minn. R. Civ. P. 12.03. Larkin argued that Security Bank lacked standing as personal representative of Savoie's estate to bring an action for legal malpractice because no cause of action accrued during Savoie's lifetime. Larkin also argued that Security Bank lacked standing as trustee of the Gordon P. Savoie Revocable Trust because Larkin had no attorney-client relationship with Security Bank in that capacity.
The district court granted Larkin's motion. The court applied the "some damage" rule of accrual discussed in Antone v. Mirviss ,
In a published decision, the court of appeals reversed. Security Bank & Trust Co. v. Larkin, Hoffman, Daly & Lindgren, Ltd. ,
We granted Larkin's petition for further review on the issue of whether the cause of action accrued before Savoie's death. We also granted Security Bank's request for cross-review. Security Bank argues that the court of appeals incorrectly concluded that, if no cause of action for legal malpractice accrues during a client's lifetime, "no cause of action exists to which a personal representative may succeed after the client's death[.]"
ANALYSIS
We review a district court's grant of a motion for judgment on the pleadings "to determine whether 'the complaint sets forth a legally sufficient claim for relief.' " Burt v. Rackner , Inc. ,
For Security Bank to bring a cause of action for legal malpractice, Security Bank must have standing to bring the action in the first instance. See In re Petition for Improvement of Cty. Ditch No. 86 ,
Security Bank argues that it has standing either in its capacity as personal representative, or in its capacity as trustee. We address each argument in turn.
I.
The parties' arguments contemplate two potential routes for Security Bank to have standing as personal representative: as successor to a cause of action that accrued to Savoie during his lifetime, or in its own right regardless of whether a cause of action accrued before or after Savoie's death. As set out below, neither route leads to standing for Security Bank.
"Accrual" refers to the point in time when "a plaintiff can allege sufficient facts to survive a motion to dismiss for failure to state a claim upon which relief can be granted." Frederick v. Wallerich ,
To state a claim for legal malpractice related to transactional legal services, which are at issue here, a plaintiff must plead four elements: (1) the existence of an attorney-client relationship; (2) acts constituting negligence or breach of contract; (3) that such acts were the proximate cause of plaintiff's damages; and (4) that, but for the attorney's conduct, the plaintiff would have obtained a more favorable result in the relevant matter. Frederick ,
The parties do not dispute that the facts alleged in Security Bank's complaint satisfy the elements of a claim for legal malpractice insofar as Security Bank stands in its capacity as personal representative.
*497Specifically, Larkin does not dispute that Security Bank has adequately alleged that damages occurred as a result of the alleged negligence. Instead, Larkin disputes when the alleged damages occurred. Larkin argues that, if damages did not occur during Savoie's lifetime, Security Bank is precluded from bringing a claim for legal malpractice against it. In other words, because the cause of action did not accrue, or exist, during the life of Savoie, no cause of action survived to Security Bank. Security Bank disputes that the cause of action did not accrue during Savoie's lifetime-an argument we address below-but its principal argument is that a legal-malpractice claim need not accrue during a deceased client's lifetime to allow the personal representative to pursue it after the client's death.
A.
We first address whether a claim for legal malpractice must accrue during the client's lifetime, or whether a personal representative may pursue a claim for legal malpractice that did not accrue until after the client's death. Security Bank argues that
Minnesota Statutes § 573.01 states:
A cause of action arising out of an injury to the person dies with the person of the party in whose favor it exists, except as provided in section 573.02. All other causes of action by one against another, whether arising on contract or not, survive to the personal representatives of the former and against those of the latter.
The parties agree that legal-malpractice claims survive to a decedent's personal representative because such claims do not "aris[e] out of an injury to the person" under
The question remains whether an action must accrue during the lifetime of the decedent to survive to the personal representative, thus giving the personal representative standing under
Except as to proceedings which do not survive the death of the decedent, a personal representative of a decedent domiciled in this state at death has the same standing to sue and be sued in the courts of this state and the courts of any other jurisdiction as the decedent had immediately prior to death.
Security Bank's argument-that a claim need not accrue during the client's life-is not borne out by the plain, unambiguous text of section 524.3-703(c). See State v. Boecker ,
B.
We have previously addressed the issue of accrual for the purpose of determining when the statute of limitations on a cause of action for legal malpractice begins to run.
The "damage rule" differs from two rules of accrual used in other jurisdictions-the "occurrence rule" and the "discovery rule." The "occurrence rule" holds that a cause of action for professional negligence accrues simultaneously with the performance of the negligent act. Antone ,
We have interpreted and applied the damage rule in the legal-malpractice context on three previous occasions. First, in Herrmann v. McMenomy & Severson , Herrmann alleged that the law firm was negligent in failing to advise him that certain transactions between Herrmann's construction company and the company's employee pension plan and trust were prohibited by federal tax law.
Later, in Antone , we addressed the preparation of an allegedly defective antenuptial agreement.
We defined the occurrence of "some damage" as "the occurrence of any *499compensable damage, whether specifically identified in the complaint or not."
Most recently, in Frederick v. Wallerich , we addressed whether successive acts of alleged negligence by the same attorney can give rise to independent causes of action for legal malpractice.
In assessing whether "some damage" occurred when the attorney drafted, and Frederick executed, his will, we explained that Frederick had lost the "opportunity to mitigate additional damages" as a result of a second negligent act-the attorney's failure to inform Frederick of the invalidity of the antenuptial agreement when drafting the will.
In each of these three cases, "some damage" involved concrete harm created either by financial liability or the loss of a legal right. Here, no concrete harm as a result of Larkin's allegedly negligent advice occurred until after Savoie's death, when the estate became liable for the generation-skipping transfer tax. Security Bank's complaint contains no allegation that Savoie himself sustained any material injury or harm as a result of his reliance on Larkin's advice. Mere continued reliance by the client on allegedly negligent advice given earlier by the attorney is not sufficient to give rise to "some damage." To hold as such would undermine the policy goals supporting the damage rule of accrual. See Antone ,
II.
In its capacity as trustee of the Gordon P. Savoie Revocable Trust, Security Bank argues that it has standing to bring a claim for legal malpractice on behalf of the trust *500and on behalf of itself as trustee. See Minn. Stat. § 501C.0816(23) (2016) (providing a trustee with the authority to "prosecute or defend an action, claim, or judicial proceeding in any jurisdiction to protect trust property and the trustee in the performance of the trustee's duties").
As a general rule, attorneys are "liable for professional negligence only to a person with whom [they] ha[ve] an attorney-client relationship." McIntosh ,
We recognize an exception in the estate-planning context when a non-client third party was a "direct and intended beneficiary of the lawyer's services." Marker v. Greenberg ,
In McIntosh , we outlined a two-step inquiry to determine whether a non-client third party can pursue a claim for legal malpractice as a "direct and intended beneficiary" of attorney legal services.
Thus, the first question we must address is whether a trustee, or the trust itself, can be a "direct and intended beneficiary" of an estate-planning attorney's services. A third party is "a direct beneficiary of a transaction if the transaction has[,] as a central purpose[,] an effect on the third party and the effect is intended as a purpose of the transaction."
Estate-planning services were not at issue in McIntosh , but we characterized the estate-planning context as the classic situation where a client makes an intent to directly benefit third parties clear by naming them in estate-planning instruments. See generally
The instrument drafted here included a trust. A trust creates a "separation of the legal and beneficial interests in a thing or res , as it is called, whereby the legal interests in the trust res are held by a person, the trustee, for the benefit of another, the beneficiary, who has an equitable interest in the res to receive whatever benefits he is entitled to therefrom by the terms of the trust." Farmers State Bank of Fosston v. Sig Ellingson & Co. ,
Moreover, in McIntosh , we distinguished between "instruments" drafted by an attorney, and those "particular persons" whom the client intends to benefit by "the instruments."
Security Bank also argues that, as trustee and "the entity that paid the taxes," it was itself a direct and intended beneficiary of Larkin's services to Savoie. According to Security Bank's complaint, "[u]pon the death of Gordon Savoie, Paul Plunkett became the trustee, due to the document drafted by [Larkin]. Later on, when a dispute arose over the administration of the trust, Plaintiff, Security Bank & Trust Co. was designated and appointed successor trustee and personal representative." Other than describing these arrangements, Security Bank's complaint does not contain any allegations pertaining to Savoie's intent to benefit Security Bank. Further, although Savoie's will and trust agreement are in the record before us, those documents do not establish any intent to benefit Security Bank.
Assuming a trustee could, in some circumstances, be a direct and intended beneficiary of an estate-planning attorney's services, Security Bank has not effectively pleaded such a theory. Even if Savoie's estate plan had, "as a central purpose[,] an effect" on Security Bank, we cannot say based on our review of the complaint that Larkin was "aware of [Savoie's] intent to benefit" Security Bank. McIntosh ,
Because Security Bank has failed to satisfy the threshold question in our third-party-beneficiary analysis, we do not reach the Lucas factors.
CONCLUSION
For the foregoing reasons, we reverse the decision of the court of appeals.
Reversed.
THISSEN, J., not having been a member of this court at the time of submission, took no part in the consideration or decision of this case.
In its capacity as personal representative, Security Bank would "stand[ ] in the shoes" of Savoie. 4 Ronald E. Mallen, Legal Malpractice § 36:9 (2018 ed.). Thus, there is no dispute that the first element-the existence of an attorney-client relationship-is satisfied with respect to Security Bank's standing as personal representative. For the purposes of Security Bank's alternative argument-that it has standing as trustee-Security Bank must still plead facts that satisfy this first element.
The parties do not argue that a different rule of accrual applies for purposes of survival than for the purpose of commencing the statutory limitations period.
In so holding, we do not foreclose the possibility that a personal representative could, in theory, plead facts that would give rise to an estate-planning malpractice claim that accrued before a client's death because the personal representative sufficiently alleged that "some damage" occurred during the client's lifetime.
We note that Security Bank's arguments regarding its standing as trustee have not been clear or consistent. In its first brief to our court, Security Bank asserted that "[t]he trustee of a revocable trust acts as the grantor, following the death of the grantor. As such, the trustee has a direct attorney-client relationship with the attorneys that created the trust." (Emphasis added.) Security Bank cites no legal authority and provides no additional analysis supporting these propositions. Moreover, Security Bank appears to have abandoned this argument in its reply brief and at oral argument.
We adopted the Lucas factors in Marker v. Greenberg ,
[T]he extent to which the transaction was intended to affect the plaintiff, the foreseeability of harm to him, the degree of certainty that the plaintiff suffered injury, the closeness of the connection between the defendant's conduct and the injury, and the policy of preventing future harm.
Reference
- Full Case Name
- SECURITY BANK & TRUST COMPANY, Respondent/Cross-Appellant v. LARKIN, HOFFMAN, DALY & LINDGREN, LTD., Appellant/Cross-Respondent.
- Cited By
- 7 cases
- Status
- Published