Wednesday, June 4, 2014

Incorrect advice under Law 75 results in legal malpractice

It has been judicially settled that Law 75 contracts, unlike civil contracts with indefinite terms, are not terminable at will by the principal unless there is just cause. Because of public policy considerations, a Law 75 contract does not expire automatically at the end of its term, unless there is just cause to refuse to renew or terminate.

These legal precepts under Law 75, as well as the variable standards for legal malpractice claims depending on whether those turn on pre-litigation advice or malpractice in ongoing litigation (applying doctrine of a case within a case), causation, damages and insurance coverage, are at the heart of the controversy in Citrus World, Inc. v. Ferraiuoili et. al., 2014 WL 1007744 (D.P.R. March 14, 2014)(JAG/SCC)(granting in part and denying in part cross motions for summary judgment).

The imbroglio began when the principal Florida Natural, a producer of fresh orange juice, unilaterally cancelled the Puerto Rico distributor’s non-exclusive contract. Not surprisingly, the distributor Méndez & Co. sued Florida Natural in federal court for wrongful termination and damages under Law 75. During discovery, the principal explained that the agreement had expired on its terms, so essentially it believed there was no agreement in effect and had no obligation to continue the relationship. As a backup affirmative defense, the principal alleged that the distributor had breached certain marketing obligations (that provided just cause) but those obligations had not been part of the four corners of the contract. On this contractual interpretation issue, Méndez prevailed on partial summary judgment and successfully persuaded the Court (J. Fusté) to strike the just cause defense for it relied on extrinsic evidence. Without proof of just cause, the termination of a non-exclusive contract, the entry of partial summary judgment, and proof of actual damages, the case fell into mediation and promptly settled a few weeks before trial.

After the settlement, Florida Natural went after its trial lawyers and its insurer in the now pending federal malpractice case. There, Florida Natural waived the attorney client privilege to put at issue counsel’s communications and claimed that it terminated the non-exclusive agreement after relying on an incorrect opinion of counsel that it had expired on its own terms. While the Court (Sylvia Carreno, U.S. Magistrate Judge) agreed in her report that litigation counsel gave negligent advice about existing Puerto Rico law on that issue, it determined that there were issues of fact as to whether Florida Natural contributed to the negligence by terminating the agreement and if the firm’s incorrect legal advice proximately caused the damages. The court also ruled that litigation counsel had been negligent by not filing a compulsory counterclaim for collection of monies based on the incorrect belief that it required an independent basis of subject matter jurisdiction. As to the insurer, it denied the MSJ to the extent there is coverage under the policy for the legal fees incurred by Florida Natural in the underlying litigation, but there is no coverage for the fees incurred in the malpractice case unless otherwise required by the policy. The parties’ respective MSJ’s were granted in part and denied in part.