Ignelzi v. Ogg, Cordes, Murphy & Ignelzi, LLP
78 A.3d 1111
Pa. Super. Ct.2013Background
- Philip Ignelzi was a partner in the Ogg, Cordes, Murphy & Ignelzi (OCMI) law partnership until dissolution on December 31, 2009; he became a sitting judge on January 4, 2010.
- After dissolution, former partners (including Ogg and Murphy) formed Ogg Murphy & Perkosky (OMP); disputes arose over valuation and distribution of partnership assets, especially contingent-fee matters unresolved at dissolution.
- Ignelzi sued the former partners (Oct. 31, 2011) asserting breach of contract, fiduciary duty, unjust enrichment, conversion, UPA claims, and seeking an accounting and inspection of partnership books.
- Ignelzi petitioned under 15 Pa.C.S.A. § 8332 for access to partnership books of OCMI and OMP; trial court ordered inspection of OCMI books and also directed former partners to account for contingent-fee cases resolved after dissolution (but denied compelled access to OMP books).
- Appellants appealed the accounting directive (arguing post-dissolution contingent fees have no partnership value and client confidentiality concerns); Ignelzi moved to quash the appeal as interlocutory.
- The Superior Court denied the motion to quash, affirmed the inspection order as to OCMI books, but vacated the portion compelling accounting for post-dissolution contingent fees prior to litigation of whether an agreement (or course of conduct) governs those fees and without resolving ethical issues presented by Ignelzi’s judicial status.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the inspection order is appealable | Ignelzi: order enforces statutory right under UPA §8332 and is appealable | Appellants: appeal is interlocutory | Court: Denied motion to quash — appealable because it enforces statutory inspection right (Underdown rationale) |
| Whether Ignelzi is entitled to inspect OCMI partnership books | Ignelzi: §8332 grants access to books to substantiate claims | Appellants: do not contest inspection of OCMI books | Court: Affirmed inspection of OCMI books (¶8–9 of petition) |
| Whether former partners must account for contingent-fee cases realized after dissolution | Ignelzi: contingent-fee cases pending at dissolution should be included in partner’s share; partners must account as cases conclude | Appellants: unresolved contingent fees have no assignable value at dissolution; they need not be included | Court: Vacated trial court’s pre‑litigation directive to account for post-dissolution contingent fees — factual dispute and any governing agreement must be litigated first; Huber not controlling if an agreement exists |
| Whether ethical rules (Rule 5.4 fee‑sharing) affect accounting where a partner became a judge | Ignelzi: seeks share despite being non‑practicing judge; relies on alleged partnership agreement or course of conduct | Appellants: raised confidentiality and ethical concerns | Court: Remanded — trial court must consider Rule 5.4/ethical implications on remand; discussion premature here (record underdeveloped) |
Key Cases Cited
- Underdown v. Underdown, 270 Pa. 229, 113 A. 192 (Pa. 1921) (establishes that a plaintiff’s threshold right to an accounting is distinct from proof of amount due and that such orders can be final/appealable)
- Huber v. Etkin, 58 A.3d 772 (Pa. Super. 2012) (en banc) (applies UPA winding‑up principles to require former law partners to account for contingent fees realized during winding up when no agreement governs distribution)
- Lamparski v. Sikov, Lamparski & Woncheck, P.C., 559 A.2d 544 (Pa. Super. 1989) (refusal to value unresolved contingent‑fee matters as of a fixed valuation date because of speculative nature)
- Beasley v. Beasley, 518 A.2d 545 (Pa. Super. 1986) (unresolved contingent fees are too speculative for valuation in equitable distribution contexts)