Some minority shareholders in an LLC sued their former counsel for legal malpractice alleging the firm failed to file “obvious” breach of fiduciary claims against the LLC’s corporate counsel.
Affirming summary judgment for the defendant law firm in Stevens v. McGuirreWoods, LLP, 2015 IL 118652, the Illinois Supreme Court gives content to the quantum of proof needed to sustain a legal malpractice claim and discusses the type of legal interest that will confer legal standing for a corporate shareholder to sue in its individual capacity.
The plaintiffs’ central claim was that McGuirreWoods (MW) botched the underlying case by not timely suing Sidley Austin, LLP (Sidley), the LLC’s erstwhile counsel, in the wake of the LLC’s majority shareholders looting the company. Sidley got the underlying case tossed on statute of limitations grounds and because the plaintiffs lacked standing.
The trial court found that even if MW had timely sued Sidley, the shareholder plaintiffs still lacked standing as their claims belonged exclusively to the LLC. After the First District appeals court partially reversed on a procedural issue, MW appealed to the Illinois Supreme Court.
Affirming judgment for Sidley, the Illinois Supreme Court considered the interplay between legal malpractice cases and shareholder derivative suits.
Dubbed a “case-within-a-case,” the legal malpractice claim plaintiff alleges that if it wasn’t for an attorney’s negligence in an underlying case, the plaintiff would have won that case and been awarded money damages.
The legal malpractice plaintiff must prove (1) the defendant attorney owed the plaintiff a duty of care arising from the attorney-client relationship, (2) the defendant attorney (or law firm) breached that duty, and (3) as a direct and proximate result of the breach, the plaintiff suffered injury.
Injury in the legal malpractice setting means the plaintiff suffered a loss which entitles him to money damages. Without proof the plaintiff sustained a monetary loss as a result of the lawyer’s negligence, the legal malpractice suit fails.
The plaintiff must establish it would have won the underlying lawsuit but for the lawyer’s negligence. The plaintiff’s recoverable damages in the legal malpractice case are the damages it would have recovered in the underlying case. [¶ 12]
Here, the plaintiffs sued as individual shareholders. The problem was that Sidley’s obligation ran to the LLC entity. As a result, the plaintiffs lacked individual standing to sue Sidley.
Under the law, derivative claims belong solely to a corporation on whose behalf the derivative suit is brought. A plaintiff must have been a shareholder at the time of the transaction of which he complains and must maintain his shareholder status throughout the entire lawsuit. [¶ 23]
Illinois’ LLC Act codifies this rule by providing that any derivative action recovery goes to the LLC; not the individual shareholder. The individual shareholder plaintiff can recover his attorneys’ fees and expenses. 805 ILCS 180/40-15.
While a successful derivative suit plaintiff can benefit indirectly from an increase in share value, the Court held that missing out on increased share value was not something the shareholders could sue for individually in a legal malpractice suit.
Had MW timely sued Sidley, any recovery would have gone to the LLC, not to the plaintiffs. And since the plaintiffs could not have recovered money damages against Sidley in the earlier lawsuit, they could not recover them in a later malpractice case.
Afterwords:
This case provides a thorough explication of the standing doctrine in the context of shareholder derivative suits.
The case turned on the nature of the plaintiff’s claims. Clearly, they were suing derivatively (as opposed to individually) to “champion” the LLC’s rights. As a result, any recovery in the case against Sidley would flow to the LLC – the entity of which plaintiffs were no longer members.
And while the plaintiffs did maintain their shareholder status for the duration of the underlying Sidley case, their decision to terminate their LLC membership interests before suing MW proved fatal to their legal malpractice claims.