Gefre v. Davis Wright Tremaine, LLP
306 P.3d 1264
| Alaska | 2013Background
- Gefre and Beck, shareholders of Petro Alaska, filed a derivative suit alleging fiduciary fraud, misappropriation of corporate opportunities, legal malpractice, and civil conspiracy against Steffen, the LLC formed by Steffen, and Petro Alaska’s former attorneys.
- Steffen personally owned the Property in Ketchikan and leased it to Petro Alaska, with Petro Alaska paying rent and later taking an option to purchase, while Steffen retained title and control over related corporate records.
- DWT represented Petro Alaska starting in 1988, drafted board minutes, and advised on corporate matters; Nevins at DWT assisted Steffen in obtaining the lease and in estate planning for Steffen, without informing Gefre or Beck.
- Beck and Gefre later sought title transfer to Petro Alaska and demanded corporate records; multiple letters were ghostwritten by attorneys from DWT and other firms to Steffen asserting breaches of fiduciary duties.
- Beck and Gefre learned by the mid-1990s that Steffen held title to the Property personally, and by 2002-2003 that the alleged misappropriation involved, but did not sue until 2007, after various counsel and firm involvements.
- The superior court dismissed most claims as time-barred, but the Alaska Supreme Court reversed in part, remanding two claims (spoliation and legal malpractice) for further proceedings.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Is AS 09.10.230 applicable to conspiracy and fraudulent conveyance claims? | Gefre/Beck argue AS 09.10.230 applies to real-property-related claims. | DWT/BPK argue AS 09.10.230 governs real-property disputes and may apply indirectly. | AS 09.10.230 does not apply to conspiracy or direct fraudulent conveyance claims. |
| Which statute of limitations governs fiduciary fraud and spoliation against DWT/BPK? | AS 09.10.053 applies to fiduciary duty in professional services; three-year period. | AS 09.10.070 two-year tort period applies to spoliation; discovery rules may toll. | AS 09.10.053 governs fiduciary-duty-based claims; AS 09.10.070 applied to spoliation was inappropriate; discovery tolling discussed but limited. |
| Did discovery rules toll accrual for the two claims against DWT/BPK? | Discovery rule should postpone accrual due to delayed knowledge of defendants’ involvement. | Discovery rule does not shorten, and accrual occurred earlier; limitations run while actions could have been pursued. | Discovery tolling applicable in limited fashion; accrual dates found earlier, but two claims (spoliation and certain malpractice) were timely on remand. |
| Did equitable estoppel or attorney-client privilege waiver affect the statute of limitations defenses? | DWT/BPK concealed facts; equitable estoppel should extend filing period; privilege waiver should allow discovery. | No equitable estoppel; waiver rules applied; privilege retained for outside counsel communications. | Equitable estoppel not applicable to extend beyond late 2002; implied waiver under Hearn test allowed limited discovery from Keene; privilege issue resolved in favor of fair discovery. |
Key Cases Cited
- Jarvill v. Porky’s Equip., Inc., 189 P.3d 335 (Alaska 2008) (statutory discovery rule for accrual)
- Bauman v. Day, 892 P.2d 817 (Alaska 1995) (fraudulent conveyance and real-property implications)
- Cameron v. State, 822 P.2d 1362 (Alaska 1991) (accrual and discovery principles in Alaska)
- Pedersen v. Zielski, 822 P.2d 903 (Alaska 1991) (discovery rule and accrual timing guidance)
- Sengupta v. Wickwire, 124 P.3d 748 (Alaska 2005) (analysis of accrual and discovery for claims)
- John’s Heating Serv. v. Lamb, 46 P.3d 1024 (Alaska 2002) (accrual and discovery framework in Alaska)