Plаintiff-Appellant Industrial Indemnity Company (“IIC”) appeals from the grant of summary judgment by the federal district court below in favor of defendants-appellees. 1 In that court, appellant alleged instances of actionable negligence, amounting to legal malpractice, on the part of appellees. Appel-lees successfully sought the grant of summary judgment upon the ground that appellant’s claims were barred by the applicable statute of limitations. For the reasons set forth infra, we affirm.
I.
The district court, in its Memorandum Order granting summary judgment for appel-lees, set forth the following facts:
In September 1984, [IIC] issued a commitment to guarantee a real estate transaction in Dallas, Texas. Under the commitment, IIC undertook tо insure payment of promissory notes that several Texas limited partnerships, related to Cloyce K. Box (“Box”), planned to issue to institutional investors. The collateral for the transaction was 494 acres of land in Frisco, Texas. Box intended to use the funds obtained from this financing to invest in a cement plant.
IIC’s guaranty provided that if the makers of the promissory notes, which totaled $120 million, did not pay them in full at their maturity date, October 15, 1988, IIC would pay them. The IIC employees responsible for analyzing the transaction and its attendant risk to IIC failed, however, to perform their usual underwriting investigation before the commitment was issued.
IIC claims in this suit that by December 1984, when the policies were to be issued, it realized that the commitment had been obtained by the fraud of its agent FGC Services, Inc., and other participants in the transaction, primarily with respect to the value of the collateral. 1 Representatives of IIC who travelled to Dallas, Texas[,] in December for the scheduled closing of the transaction intended, so it is alleged, to withdraw from the venture. Instead, they attempted to renegotiate IIC’s commitment. Several changes were made, but when IIC pushed for additional concessions, Box threatened a $150 million lawsuit if it failed to honor its commitment.
At this point, IIC consulted a Chapman partner, Paul Kosin (“Kosin”), who was in Dallas to assist with the transaction. According to IIC, Kosin advised that Box appeared to have a meritorious claim and would probably prevail in a lawsuit. IIC maintains that the advice given by Kosin was incorrect and given without proper analysis or review. Further, IIC alleges that but for Kosin’s advice, it would not have issued the subject policies guaranteeing payment of the notes.
IIC reviewed this transaction, as well as the others it had made, throughout 1985 and 1986, thereby incurring costs for attorneys’ fees and other investigative expenses. In 1985, IIC terminated its financial guarantee business, recognizing in consequence a loss of $160 million. Crum and *1349 Forster (“C & F”), the parent company of IIC, set up a discontinued operations reserve on its books to cover potential future administrative costs and claims expenses which might arise under the different guarantees IIC had issued. This reserve included a contingency reserve of $55 million for the Frisco transaction which was recorded as a $55 million loss on the financial statements of IIC’s parent company, C & F, and its parent, Xerox Financial Services (a subsidiary of Xerox Corporation).
Shortly after issuing the policies, in January 1985, IIC received a premium of approximately $4.6 million from the limited partnerships. The promissory notes issued by IIC were “zero coupon notes” which required no interim installments of principal or interest and no financial performance or payment by the makers of the notes to the holders until October 1988. Upon the notes’ maturation, the makers completely defaulted, leaving IIC to perform as required and to pay the holders the full $120 million. After so doing, IIC foreclosed upon the inadequate real-estate collateral.
IIC, a California corporation, instituted suit in the Superior Court for San Francisco County, California, on April 6, 1989, alleging legal malpractice by appellees. Appellees promptly removed the case to the federal district court for the Northern District of California based upon the diversity of citizenship among the parties. 28 U.S.C. § 1332. The headquarters office of the law firm of Chapman & Cutler is located in Illinois, and none of the partners of that firm who also is named as a defendant resides in California. After the said removal, appellees successfully sought transfer of the case from the Northern District of California to the Northern District of Texas pursuant to 28 U.S.C. § 1404(a) 2 and moved for summary judgment upon the ground that IIC’s action was barred by the applicable statute of limitations.
The “transferee” federal district court in Texas, applying California choice-of-law case law in the same manner as would the “trans-feror” federal district court in California to which this case earlier had been removed, 3 determined that either the California or Texas statute of limitations applied and that, under either statute, the period for filing suit upon -IIC’s claim had expired. IIC appeals that conclusion to this Court, asserting that the district court erred in its invocation of the California and Texas statutes, rather than the statute of limitations of Illinois, and that, even under each or both of the California and Texas statutеs, the limitations period had not expired. 4
For the reasons set forth infra, and on a de novo review basis, 5 we conclude that the district court below correctly employed California choice-of-law principles in determining that either the California or Texas statute of limitations applies in this case and in granting summary judgment for appellees upon the basis that, under either statute, the limitations period within which appellant could file suit ended before appellant so filed.
*1350 II.
The parties agree that the district court correctly determined that, in this case, California’s choice-of-law rules govern which statute of limitations should apply.
See Cowan v. Ford Motor Co.,
The parties also agree that the district court appropriately recited the test for selecting the applicable statute of limitations under California law. California utilizes the “‘governmental interest’ approach to questions of conflicts of laws.”
In re Aircrash in Bali,
1. To examine the substantive law relating to [the topic in question] in [the various jurisdictions at issue], to determine if the laws in th[ose] jurisdictions differ as applied to this ... transaction;
2. If they do differ, then to determine whether [those] jurisdictions have an interest in having their laws applied. If only one jurisdiction has such an interest, then •we do not have a “true conflict” and we apply the law of that jurisdiction;
3.If there is a “true conflict” then we proceed, under the “comparative impairment” approach, to determine which jurisdiction’s interest would be more impaired if its policy were subordinated to the policy of the other. The conflict should be resolved by applying the law of the jurisdiction whose interest would be more impaired if its law were not applied. •
Liew v. Official Receiver and Liquidator,
Employing that test, the parties — and we — agree that the laws of California and Texas, on the one hand, and Illinois, on the other hand, differ with regard to the effect of a limitations defense upon IIC’s сlaim in this case. 7
It also seems clear that the district court was correct in concluding that each of the three states possesses some interest in the application of its own statute of limita
*1351
tions in this ease. Among the fundamental purposes underlying a state’s statute of limitations is the protection of the resident defendants of that state and of that state’s courts from the burdens of dealing with stale claims.
See Ledesma v. Jack Stewart Produce, Inc.,
It seems apparent from the foregoing summary discussion that this case involves a “true conflict,”
Liew,
III.
California seems to manifest countervailing considerations in the within case
*1352
which tug in both the directions of applying its own statute of limitations and of utilizing that of Illinois. For example, California’s imputed desire to assist its resident plaintiffs in achieving recompense for their injuries, by applying whatever statute would allow such recovery, militates in favor of the use of the Illinois statute.
11
Nevertheless, one of the primary goals of a state’s statute of limitations,
i.e.
the diminution of burdens upon that state’s courts stemming from the prosecution of old claims,
see, e.g., Ledesma,
Texas, despite appellant’s vigorous assertions to the contrary, possesses a powerful interest in encouraging the use of its statute in this case. The underlying acts from which the claims of legal malpractice arose, namely the Frisco transactions between IIC and Box, took place in Texas. The land used as collateral was located there, extensive negotiations took place there, and the closing documents were signed in Texas. More importantly, many of the alleged acts which IIC claims constituted malpractice by appellees took place in Texas. Although the telephone calls rendering legal advice to appellant during its negotiations with Box appear to have originated in Chicago, the advice was received and discussed in Texas, and the injury effectively seems to have been completed in Texas. 12 Appellees, by venturing into the legal market in Texas through their involvement in Texas-based transactions, and by undertaking to represent a California corporation as client, subject themselves to the laws of those states. In this case, such redounds to their benefit.
The Ninth Circuit, in
Yagman,
“Texas also has an overriding interest in governing the conduct of persons situated within its borders. Moreover, persons within Texas, regardless of whether or not they are citizens, have a right to rely on and to act in conformity with Texas’ laws. Hence, Texas has a real interest in seeing its laws applied.”
*1353
Becker v. Computer Sciences Corp.,
Finally, Illinois does possess an interest of its own in the instant рroceedings, since Illinois, as do all states, has an interest in regulating its attorneys.
See, e.g., Waggoner,
Some of the acts by appellees of which appellant complains, as well as appellees’ purported failure to act, may, of course, be attributable to the home office of appellees in Illinois. However, as explained supra, the bulk of such attribution seems to lie more appropriately with Texas or California. Accordingly, wе look to California or Texas, rather than to Illinois, law as the governing law in this case.
IV.
Having decided that either the California or Texas limitations statutes apply, we now must ascertain when appellant sustained damages from appellees’ asserted misconduct so as to trigger the running of one or both of those statutes, in order to determine whether the district court below correctly concluded that, under either statute, appellant’s claim is barred as untimely.
IIC insists that it suffered no damage until Box and the other companies defaulted upon the notes, at which time ICC was forced to pay the entire $120 million. Appellees offer several alternative trigger dates, including the date upon which IIC entered into the allegedly faulty agreement with Box and his affiliated companies, either because of the mere act of signing that agreement or due to the immediate financial harm incurred by IIC as a result of that agreement 16 ; the date IIC began accumulating legal and other fees as a result of its investigations, which included an examination of the Frisco transaction; *1354 the closing of IIC’s financial guarantee operations; and the establishment of a reserve by IIC’s parent, Crum & Forster, in part to protect against future liability in connection with the Frisco deal.
Appellant brought suit in the within action on April 6, 1989. Accordingly, if appellees correctly have identified any of the above events as trigger dates for the limitations period, IIC’s claims would be barred under both the Texas and California statutes, as all of the listed events transpired before April 1987.
Both California and Texas apply similar rules to determine when a cause of action accrues for purposes of application of their respective statutes of limitations. For ease of analysis, we take up each in turn.
V.
California law provides in pertinent part:
(a) An action against an attorney for a wrongful act or omission, other than for actual fraud, arising in the performance of professional services shall be commenced within one year after the plaintiff discovers, or through the use of reasonable diligence should have discovered, the facts constituting the wrongful act or omission, or four years from the date of thе wrongful act or omission, whichever occurs first.... The period shall be tolled during the time that any of the following exists:
(1) The plaintiff has not sustained actual injury.
Cal.Civ.Proc.Code § 340.6(a) (West 1982).
In this case, appellant contends that no “actual injury” arose until it was forced to pay in October 1988 (less than a year before appellant instituted this case in April 1989) the $120 million it had guaranteed under the promissory notes. 17
Ordinarily, the determination of the time when a plaintiff suffered damages giving rise to a cause of action for attorney malpractice is a question of fact, but where there are no triable issues of fact as to when the plaintiff suffered such damage then a court may determine this as a matter of law.
Johnson v. Simonelli,
A determination of actual injury does not require that the amount of said damages be asсertained, nor is it “ ‘necessary that all or even the greater part of the damages have to occur before the cause of action arises.’ ”
United States v. Gutterman,
The payments by IIC of attorney fees and other costs in connection with its investigation of the Frisco transaction and of possible litigation in connection therewith seem the most persuasive examples of thе occurrence of actual harm that was suggested by appellees.
See Sirott v. Latts,
Second, IIC states that attorney fees are not recoverable pursuant to California law in this case, thereby eliminating them from consideration as actual harm. IIC contends that only fees arising under what it terms the third-party tort exception,
i.e.,
when “a defendant has wrongfully made it necessary for a plaintiff to sue a third person,” may be recovered under California law, not fees incurred in the “ordinary two-party lawsuit.”
Prentice v. N. American Title Guaranty Corp.,
For the foregoing reasons, we locate the beginning of the “actual harm,” suffered by appellant under California law bеcause of appellees’ allegedly deficient legal advice, with the time when the investigative and *1356 legal fees and' expenses were incurred by-appellant during 1985 and 1986. 20
VI.
In Texas, “[t]he prevailing view is that a cause of action for legal malpractice is in the nature of a tort and is thus governed by the two-year limitations statute.”
Black v. Wills,
In
Atkins v. Crosland,
*1357 VII.
IIC’s investigative expenditures and related costs, incurred during the period of 1985-1986, comprised “actual harm” and “legal injury” sufficient to commence the runmng of each and both of California’s and Texas’s limitations periods. Accordingly, because appellant’s cause of action was foreclosed by both states’ statutes of limitations, and because we deem said statutes, rather than that of Illinois, to be applicable in this case, we hereby affirm the grant of summary judgment by the district court below in favor of appellees.
AFFIRMED.
Notes
. The defendants-appellees in the within action are the law firm of Chapman & Cutler, headquartered in Chicago, Illinois, and fifty of its general partners (hereinafter referred to collectively as "Chapman").
IIC has not claimed that Chapman was guilty of any misrepresentations or omissions.
. § 1404(a) states:
For the convenience of parties and witnesses, in the interest of justice, a district court may transfer any civil action to any other district or division where it might have been brought.
.
See Klaxon Co. v. Stentor Electric Mfg. Co.,
. In support of its appeal to this Court in connection with the limitations issue, IIC has referred in its briefs to several factual and legal contentions which appellees assert, in a motion to strike filed with this Court, were not presented in any court below. Because we determine that the district court correctly decided the question of limitations, whether or not any or all of IIC's said contentions are sound, we treat appellees' motion to strike as moot.
IIC also urges this Court to rule that the district court mistakenly treated two of appellees’ requests for admission as admitted by IIC, despite IIC’s claim that it previously had denied the assertions which were the subjects of those requests. However, IIC readily admits that, if this Court affirms the grant of summary judgment in this case, we need not decide that question. Accordingly, because we do so affirm, we do not reach that issue.
. The grant of a motion for summary judgment is reviewed
de novo.” Securities & Exchange Comm’n v. Recile,
. There appears to be some dissonance between the affirmative hue of the "grеater interest” standard pronounced in In re Aircrash and the negatively phrased "impairment" formulation in Liew, but any such difference seems more theoretical and semantic than real. In any event, in this case we reach the same result regardless of the phraseology employed.
. At the time when this action was filed, legal malpractice suits in Illinois were governed by a statute covering actions upon unwritten contracts which allowed five years after the cause of action accrued.
See
Ill.Rev.Stat. ch. 110, para. 13-205 (1983);
Dolce v. Gamberdino,
California and Texas apparently allow one and two years respectively for potential plaintiffs to bring suit based upon attorney malfeasance. Both parties concede, and the district court agreed, that, for purposes of the within case, identical results stem from both the Texas and California statutes. For that reason, the district court declined, as does this Court, to choose which of those two states' statutes governs in this case.
See, e.g., Fed. Depos. Ins. Corp. v. Cardinal Oil Well Servicing Co., Inc.,
. "While the processing of the claim in this case would affect a federal and not a California court, a federal court sitting in diversity applies 'governmental interest' analysis as would a California court.”
Ledesma,
. A state has an “interest in allowing its residents to recover for injuries sustained in a state that would recognize their claim as timely.”
See Ledesma,
.Appellant contends that several of the negligent acts occurred in Illinois, based upon appellant’s seemingly correct factual assertions that telephone calls from appellees to IIC were placed from Chapman & Cutler's home office in Chicago, and that appellees’ failure to advise IIC (ie. their omissions) likewise to some extent can be grounded in Illinois. Appellees, in their brief and in a motion to strike filed with this Court, protest that those assertions reрresent new arguments not pressed in any court prior to the within appeal and that the declarations cited in support of those theories are not part of the summary judgment record. Specifically, appel-lees argue that at no time prior to this appeal did IIC raise the possibility that the claimed negligent acts took place in Illinois and that at no time before the present appeal did IIC allege negligent omissions on the part of appellees. As mentioned in note 4 supra, this Court herein affirms the grant of summary judgment even in the face of appellant’s additional contentions and therefore regards appellees’ motion to strike as moot.
. However, that interest seems to apрly most strongly in cases of individual plaintiffs who seek recompense for some personal injury, rather than in situations involving a corporate plaintiff, as is the situation herein. See note 9, supra.
.
Stavriotis v. Litwin,
.Of course, appellants maintain that one of Illinois’s principal interests arises from its legitimate purpose of regulating its own attorneys. That contention is discussed infra.
. Becker did not involve a statute of limitations question.
. In fact, appellees, in their brief filed with this Court refer to certain portions of the legislative histoiy оf the newly enacted statute as probative evidence that the change was motivated by concerns over the perceived ill effects of excessive malpractice liability and was intended to shelter attorneys from stale claims and the public from increased attorney fees associated with excessive malpractice premiums. See Illinois State Senate, 86th General Assembly, 106th Legislative Day, at 33-34 (June 21, 1990) (statements of Sens. Marovitz and Barkhausen). The cited his-toiy also reveals that the new statute was proposed by the Illinois State Bar Association. Id. While that fact in itself is not controlling, appellant has not proffered any legislative histoiy surrounding the adoption of the new statute which affirmatively suppоrts its position that a desire further to regulate the bar was a purpose of the law.
: That category of harm encompasses the insufficiency of the collateral; the failure of appellees to ensure that Box was required to use the funds generated from the transaction to improve and/or to develop the Frisco collateral; the lack of recourse to, or indemnity from, Box or any of his companies; the generally riskier nature of IIC’s guarantee as a result of the above-listed deficiencies; and the consequent drop in value of the guarantee on the reinsurance market.
. As the district court noted in its Memorandum Order granting summary judgment to appellees, "IIC does not dispute that it had knowledgе of the facts upon which its claim of negligence is based in 1984, or at the latest in 1986, after IIC had at least twelve attorneys investigate the transaction." Consequently, in order to escape proscription under the statute, because IIC discovered the alleged negligence more than one year before filing suit, IIC must demonstrate that no actual injury occurred until a later date.
. Appellant correctly notes that "[t]he decision of an intermediate appellate state court guides, but is not necessarily controlling upon, the federal court when determining what the applicable state law is.”
Wood v. Armco, Inc.,
In determining the law of a state, a federal court looks to the decisions of the lower state courts as well as to those of the state’s highest court.... [A] federal court is not free to reject the state rule merely because it has not received the sanction of the highest state court, even though the federal court thinks that the rule is unsound in principle or not the better rule.
. Appellant, in its brief filed with this Court, describes those costs as follows:
In 1985 and 1986, employees of IIC and its parent corporations, along with outside attorneys, examined and investigated a number of the financial, guarantees issued by IIC, including the Frisco Policies.... Their purpose was to learn more about the status and value of IIC’s collateral, to determine whеther IIC's rights had been abused in the Transaction and to assess the likelihood of a future claim under the Policies. The review also examined Chapman's role in the Frisco Transaction and potential, related litigation.
. Because we conclude that those fees and related expenses suffice as actual harm suffered by IIC, we need not further consider the validity of the other examples proffered by appellees.
. Texas law, like that of California, follows a "discovery rule” for purposes of the statute of limitations.
In re Gleasman,
. Appellant's reliance upon the cases of
Hughes v. Mahaney and Higgins,
. See note 19, supra.
. We note that Texas law may treat the mere act of signing the agreements in the Frisco transaction as injury sufficient to begin the limitations period.
See American Medical Electronics, Inc.
v.
Korn,