Steinbach v. Meyer

SNELL, Judge.

Plaintiffs appeal from a summary judgment for defendants in a tort action based on breaches of duty arising out of a legal relationship. Plaintiffs contend that the trial court erred in granting summary judgment because genuine issues of material fact existed both as to the existence of an attorney-client relationship and whether defendant’s conduct constituted negligence or malpractice.

The Meyer Law Firm performed various types of legal work for plaintiffs farmers between 1974 and 1983 and, also, represented the National Bank and Trust of Chariton on various matters. Virgil Meyer, a member of the firm, was on the bank’s board of directors. Virgil drafted the incorporation papers for plaintiffs’ business, Model Enterprises, Inc., in 1974 and also drafted papers concerning the bank and a slaughterhouse for the plaintiffs. On August 5, 1983, plaintiffs went to the firm for the purpose of preparing a cattle feeding contract necessary to the implementation of a debt restructuring agreement they had made with the bank. On August 18, plaintiffs picked up the contract. On August 20, Virgil Meyer, as director for the bank, voted with the other directors to terminate plaintiffs’ line of credit and pursue foreclosure. Subsequently this action was commenced against *918Virgil and the Meyer firm alleging breaches of duty arising cut a legal relationship.

Our scope of review is for the correction of errors at law. Iowa R.App.P.4. In reviewing the granting of a motion for summary judgment, we view the underlying facts contained in the pleadings and inferences to be drawn therefrom in a light most favorable to the party opposing the motion, and we give to such party the benefit of any doubt as to the propriety of granting summary judgment. D.R.R. v. English Enterprises, CATV, Division of Gator Transportation, Inc., 356 N.W.2d 580, 582 (Iowa App.1984). Our task is to determine only whether a genuine issue of material fact exists and whether the law was correctly applied. Id. We will reverse the granting of summary judgment if it appears from the record that there is an unresolved issue of material fact. Id.

On a motion for summary judgment the moving party has the burden to show the absence of a fact issue. Tasco, Inc. v. Winkel, 281 N.W.2d 280, 282 (Iowa 1979). “Even if the facts are undisputed, summary judgment is not appropriate if reasonable minds may draw different inferences from them.” Id. We have also recognized that a motion for summary judgment is functionally akin to a motion for directed verdict, which should not be granted if reasonable minds can differ on how the issue should be resolved. Schermer v. Muller, 380 N.W.2d 684, 687 (Iowa 1986). Thus, a jury question is engendered even where the facts are not in dispute or contradicted, and an evaluative judgment should not be engaged in summary judgment where the trier of fact may draw two possible conclusions from the facts. Id., see also Chenette v. Trustees of Iowa College, 431 F.2d 49, 53 (8th Cir.1970).

In applying these well-settled principles of law, we first examine the plaintiffs’ argument that there is a genuine issue of material fact as to the existence of an attorney-client relationship. It is well-settled that a lawyer has a duty to his client to exercise ordinary care in handling the client’s work. Kurtenbach v. TeKippe, 260 N.W.2d 53, 56 (Iowa 1977). The lawyer must use the knowledge, skill, and ability ordinarily possessed and exercised by members of the legal profession. Id. For such a duty to arise, it is necessary that an attorney-client relationship exist. Id.

While an attorney-client relationship is ordinarily created by contract, it is not necessary that the contract be express, or that a retainer be paid; a contract may be implied from the conduct of the parties. Kurtenbach, 260 N.W.2d at 53. These elements must be established before an attorney-client relationship may be established: (1) a person has sought advice or assistance from an attorney; (2) the advice or assistance sought pertains to matters within the attorney’s professional competence; and (3) the attorney expressly or impliedly agrees to give or actually gives the desired advice or assistance. Id., Anderson v. Lundt, 200 Iowa 1265, 1269, 206 N.W. 657, 658-59 (1925). In a legal malpractice action, however, it is not sufficient to merely prove that an attorney-client relationship existed. “It is necessary to establish that the relationship existed with respect to the act or omission upon which the malpractice claim is based.” Kurtenbach, 260 N.W.2d at 56.

While a lawyer, in a fiduciary role, has a great responsibility to represent and protect his client’s interest with respect to the subject matter of the employment, such duty does not extend beyond reasonable bounds. Kurtenbach, 260 N.W.2d at 57. It is also generally recognized that the employment of one member of a firm is deemed to be the employment of the entire firm. 7 Am.Jur.2d Attorneys at Law § 118, at 188 (1980). Several Iowa cases suggest that a lawyer’s employment ceases upon completion of the purpose for which the lawyer was hired. Orwig v. Chicago, R.I. & P. Ry. Co., 217 Iowa 521, 528, 250 N.W. 148, 151 (1933); Dugan v. Midwest Cap. Co., 213 Iowa 751, 755, 239 N.W. 697, 699 (1931).

The correctness of the district court’s granting of summary judgment to the defendants in this case does not depend upon a finding that disputed facts are present or that a jury may draw different inferences from those facts. It turns on whether a *919cause of action emerges from the evidence. None does.

Plaintiffs claim that a jury as finder of fact could reasonably infer that the bank’s board of directors was influenced by Virgil Meyer’s knowledge of the Stein-bachs’ debt restructuring plan. But to do so would be based on speculation only since no testimony or evidence is shown to support it. Plaintiff, Tom Steinbach, admitted he had no proof at all that Virgil Meyer ever gave the bank any confidential information about Tom Steinbach, his wife, or his family’s financial condition.

Plaintiffs knew that Virgil Meyer was a member of the bank’s board of directors. They also knew the Meyer Law Firm represented the bank. At no time, however, did the law firm represent the bank against the plaintiffs or represent the plaintiffs in any dealings with the bank. The law firm declined to represent the bank in its foreclosure proceedings against the plaintiffs.

The Meyer Law Firm had done ad hoc legal work for plaintiffs over the years. It had never been on retainer for any plaintiff. Jim Meyer, a partner in Meyer Law Firm, was hired by plaintiffs to redraft a cattle feeding agreement. For this legal drafting work, he charged $75.00. He was not asked to represent plaintiffs nor did he do so in any negotiation with the bank on restructuring debt or any other matter. Neither was Virgil Meyer or the law firm asked to undertake any representation of plaintiffs on any problem they had with the bank. The. redrafted agreement was completed by Jim Meyer and given to plaintiffs before the bank’s board of directors voted. The legal work having been finished, no further duty of representation remained.

For a lawyer to have a duty to his client, an attorney-client relationship must exist. This is the threshold requirement for a legal malpractice action. Kurtenbach v. TeKippe, 260 N.W.2d 53, 56 (Iowa 1977); Ronnigen v. Hertogs, 294 Minn. 7, 199 N.W.2d 420 (1972). Regarding plaintiffs’ line of credit at the bank, defendants had no attorney-client relationship. In Kurtenbach, 260 N.W.2d at 57, our supreme court quoted with approval from Hanson v. Wightman, 14 Wash.App. 78, 86, 538 P.2d 1238, 1245 (1975), as follows:

However, an attorney need not inquire into matters that do not pertain to the discharge of duties that he has undertaken.... Likewise, an attorney need not make inquiry where the responsibility of the matter is assumed by the client.

Plaintiffs handled their own affairs with the bank in negotiating their financing. When they failed to obtain further credit, fault and damages were sought as flowing from an attorney-client relationship. But that which doesn’t exist can bear no fruit.

The granting of summary judgment to defendant is affirmed.

AFFIRMED.

All Judges concur except DONIELSON, J., who dissents, and SACKETT, J., who specially concurs.