Nucci v. Buchanan Ingersoll & Rooney PC
8:15-cv-00518
M.D. Fla.Oct 4, 2016Background
- Plaintiffs Nucci and Xanderwee, LLC hired Buchanan Ingersoll & Rooney PC (Buchanan) for legal/business counsel in purchasing an interest in Pigskin, LLC (owner of the Tampa Bay Storm). Plaintiffs allege legal malpractice for failing to analyze the Arena Football League's (AFL) finances and obtain necessary documents.
- During Plaintiffs’ first year of ownership the Storm lost approximately $2 million; AFL suspended play and canceled the 2009 season, Plaintiffs lost their investment and Nucci later filed for bankruptcy.
- Buchanan alleges it was retained for legal advice only and that accountant Michael Bollenback and his firm were retained to evaluate financial/tax aspects; Buchanan claims a "transaction team" relationship and says Bollenback failed to fully investigate AFL losses or advise further inquiry.
- Buchanan filed a third-party complaint against Bollenback asserting common‑law indemnification, contribution, and equitable subrogation based on alleged Bollenback fault.
- Bollenback moved to dismiss the third‑party complaint; the court granted the motion and dismissed all three counts with prejudice, concluding Buchanan’s proper course is to plead Bollenback’s fault as a defense to Plaintiffs’ malpractice claim.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Common‑law indemnification (Count I) | Buchanan: is without fault; any liability would be vicarious/derivative based on a "special relationship" so Bollenback should indemnify Buchanan. | Bollenback: Buchanan cannot be "without fault" because Plaintiffs allege malpractice; indemnity unavailable between joint tortfeasors and Buchanan pleads no facts of vicarious/technical liability. | Dismissed with prejudice — indemnification unavailable because if Plaintiffs prevail Buchanan will be at fault; no factual basis for vicarious/constructive liability. |
| Contribution (Count II) | Buchanan: seeks pro rata share of any common liability. | Bollenback: contribution claim is obsolete under Florida law abolishing joint and several liability; fault allocation should be an affirmative defense. | Dismissed with prejudice — Florida statute and caselaw displace third‑party contribution in negligence actions; raise fault as defense. |
| Equitable subrogation (Count III) | Buchanan: if it pays damages, it should be subrogated to recover from Bollenback because Buchanan is only secondarily liable based on alleged special relationship. | Bollenback: Buchanan is primarily alleged to be negligent; Buchanan pleads no facts showing it is not primarily liable or that a special relationship exists to support subrogation. | Dismissed with prejudice — subrogation requires the claimant not be primarily liable; Buchanan pleaded no facts or authority supporting that here. |
Key Cases Cited
- Bell Atl. Corp. v. Twombly, 550 U.S. 544 (pleading must be plausible on its face)
- Ashcroft v. Iqbal, 556 U.S. 662 (courts need well‑pleaded factual allegations, not legal conclusions)
- Houdaille Indus., Inc. v. Edwards, 374 So. 2d 490 (no indemnity between joint tortfeasors; indemnity requires lack of fault)
- Dade Cty. Sch. Bd. v. Radio Station WQBA, 731 So. 2d 638 (special relationship required for vicarious/derivative liability supporting indemnity)
- Williams v. Davis, 974 So. 2d 1052 (Florida case interpreting abolition of joint and several liability context)
- Tampa Bay Water v. HDR Eng'g, Inc., 731 F.3d 1171 (under amended Florida law, liability is several and proportional to fault)