Spector Gadon & Rosen, P.C. v. Fishman
666 F. App'x 128
| 3rd Cir. | 2016Background
- Fishman was CEO of UAI and sued UAI for breach of contract after his 2007 termination; he retained attorney Alan B. Epstein of Spector Gadon for representation in arbitration.
- Epstein negotiated a proposed $1,000,000 settlement in July 2009 that would have required Fishman to testify in a separate Keane litigation; Fishman learned terms by phone and was not at the negotiation meeting.
- UAI later settled Keane and withdrew the $1,000,000 offer; Epstein moved to enforce the settlement but the arbitrator (Judge Melinson) found no enforceable agreement, in part because UAI Board approval was required and had not been obtained.
- Fishman retained successor counsel and obtained a less favorable settlement with UAI. He then sued Epstein and Spector Gadon for legal malpractice and Epstein for breach of contract.
- The district court granted judgment on the pleadings for defendants under Rule 12(c) and denied reconsideration; Fishman appealed.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the district court could consider the arbitrator's opinion on a Rule 12(c) motion | Fishman argued the opinion should be stricken and the motion converted to summary judgment | Defendants relied on the arbitrator's opinion as integral to Fishman's claims | Court: Consideration was proper because Fishman relied on the arbitrator's opinion in his complaint (invited the consideration) |
| Whether Fishman pleaded professional negligence (legal malpractice) adequately | Fishman claimed Epstein failed to memorialize/record terms, control drafting, obtain/advise about Board approval, and produce Fishman for the Keane deposition, causing loss of the $1,000,000 settlement | Defendants argued those allegations do not show breach of ordinary skill or proximate causation given UAI’s Board-approval policy and Epstein’s repeated inquiries | Court: Complaint failed to plead lack of ordinary skill or proximate cause; malpractice claim dismissed |
| Whether alleged damages were sufficiently certain to sustain malpractice | Fishman asserted he lost a $1,000,000 settlement he would have received but for counsel’s negligence | Defendants argued damages were speculative because no binding settlement existed and value was not ascertainable | Court: Damages were too speculative/remote; plaintiff did not allege an ascertainable settlement amount |
| Whether the breach of contract claim against Epstein survives | Fishman contended Epstein breached contractual duties that paralleled malpractice allegations | Defendants argued that because malpractice was not pled, no contract breach was shown | Court: Breach claim failed for the same reasons as malpractice claim; dismissed |
Key Cases Cited
- Mele v. Federal Reserve Bank of New York, 359 F.3d 251 (3d Cir. 2004) (a court may rely on documents integral to or explicitly relied upon in the complaint on a Rule 12(c)/(b)(6) motion)
- In re Burlington Coat Factory Sec. Litig., 114 F.3d 1410 (3d Cir. 1997) (same principle regarding documents integral to the complaint)
- Knopick v. Connelly, 639 F.3d 600 (3d Cir. 2011) (elements of legal malpractice under Pennsylvania law)
- Bailey v. Tucker, 621 A.2d 108 (Pa. 1993) (legal malpractice elements)
- Kituskie v. Corbman, 714 A.2d 1027 (Pa. 1998) (actual loss—not speculative harm—is required for legal malpractice recovery)
- Rizzo v. Haines, 555 A.2d 58 (Pa. 1989) (plaintiff must show the initial claimant would have settled for an ascertainable amount to recover in malpractice)