Sierra Fria Corp. v. Donald J. Evans, P.C.

UNITED STATES COURT OF APPEALS
UNITED STATES COURT OF APPEALS
FOR THE FIRST CIRCUIT
FOR THE FIRST CIRCUIT

No. 97-1294

SIERRA FRIA CORP. AND RODRIGO ROCHA,

Plaintiffs, Appellants,

v.

DONALD J. EVANS, P.C., ET AL. (GOODWIN, PROCTER & HOAR),

Defendants, Appellees.

APPEAL FROM THE UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF MASSACHUSETTS

[Hon. Morris E. Lasker,* Senior U.S. District Judge]

Before

Selya, Circuit Judge,

Coffin and Campbell, Senior Circuit Judges.

Stephen L. Braga, with whom Miller, Cassidy, Larroca &

Lewin, L.L.P. was on brief, for appellants.

David S. Blatt, with whom John K. Villa, Williams &

Connolly, James J. Dillon, and Goodwin, Procter & Hoar were on

brief, for appellees.

October 9, 1997

*Of the Southern District of New York, sitting by designation.

SELYA, Circuit Judge. St. Ambrose is said to have
SELYA, Circuit Judge.

advised St. Augustine that "[w]hen . . . at Rome, live in the

Roman style." John Bartlett, Familiar Quotations 113 (Justin

Kaplan ed., 16th ed. 1992). In this case, the defendants, a

Boston law firm and its constituent partners (hereinafter

collectively Goodwin, Procter), counselled their erstwhile

clients that when acquiring real estate in Aruba there were

material risks associated with doing so in the Aruban style. The

plaintiffs demurred and instead traveled a path consistent with

St. Ambrose's counsel. Costly problems surfaced after the deal

was done.

Unwilling to absorb the loss in silence, the clients

sued for malpractice. The district court found in the lawyers'

favor. See Sierra Fria Corp. v. Evans, F. Supp. (D.

Mass. 1997) [No. 95-CIV-10106-MEL, slip op.]. The clients

appeal. We affirm.

I. TROUBLE IN PARADISE
I. TROUBLE IN PARADISE

Inasmuch as the appellants profess not to contest the

facts as found by the lower court, we lean heavily upon the

opinion below in recounting the relevant events. See id. at

[slip op. at 2-18].

In 1991, plaintiffs-appellants Sierra Fria Corporation

and Rodrigo Rocha (hereinafter collectively Rocha) acquired an

option to purchase two Aruban resort hotels, the Divi Divi and

the Divi Tamarijn, from Grape Holding N.V. (Grape) for

approximately $35,000,000. Rocha engaged Goodwin, Procter as

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lead counsel, with overall responsibility for coordinating legal

due diligence involved in the transaction. The law firm assigned

a partner, Michael Glazer, and an associate, Minta Kay, to work

on the acquisition. Both attorneys specialized in real estate

law, but neither previously had handled an Aruban transaction.

Kay received a draft title memorandum based on Aruban

land records from Ingrid Bleeker, an attorney affiliated with

Smeets, Thesseling & Von Borkhorst (a firm that one of Rocha's

joint venturers had hired for its familiarity with Aruban and

Dutch law). Kay, who had hoped to obtain either title insurance

or an as-built survey or both, expressed concern that the

memorandum lacked solid title assurances. Bleeker informed her

that title insurance was unavailable in Aruba and that Aruban

real estate transactions customarily proceeded without as-built

surveys. The prevailing practice, she said, was to requisition a

title opinion from a local notary. Bleeker also informed Kay

that, if an as-built survey could be obtained at all, it would

necessitate an extremely costly and time-consuming process.

Frank Zeven, a more senior member of the Smeets firm, spoke with

Glazer and confirmed Bleeker's depiction of Aruban real estate

practices.

Based on these conversations, Glazer and Kay understood

that if Rocha purchased the hotels according to Aruban custom, he

risked not knowing exactly what assets he was acquiring. Their

concern heightened when they realized that a time-share complex

(Dutch Village) adjoined the Divi Tamarijn Beach Resort and that

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no clearly visible dividing line separated the properties. Thus,

Kay spoke to Christopher DeChiario, Rocha's long-time aide. She

explained the hazards of proceeding without a survey, and

DeChiario promised to discuss the matter with Rocha. Glazer

later spoke directly to Rocha about the risks attendant to the

absence of a survey. Rocha indicated that he was not

particularly concerned. Consequently, Goodwin, Procter did not

commission a survey and Kay continued to work with Bleeker to

determine precisely what assets were located on the hotels'

properties.

Bleeker eventually mailed several maps of the

properties to Goodwin, Procter. Kay informed DeChiario that the

maps did not answer the boundary questions and again explained

that, without a survey, Rocha lacked assurance that he was

purchasing all the improvements. DeChiario told Kay to press on

with the transaction notwithstanding the absence of a survey, and

to focus her efforts on securing a cross-use agreement with Dutch

Village that would permit Divi Tamarijn guests to use Dutch

Village's facilities, and vice-versa.

When Glazer and Kay met with Rocha and DeChiario to

iron out some wrinkles in the proposed cross-use agreement, they

once again explained that, absent a survey, a purchaser could not

know whether the envisioned property encompassed all of the

hotels' facilities. Rocha stated that he was not interested in

obtaining a survey and that he was willing to consummate the

seemingly lucrative transaction without one. Kay then drafted a

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memorandum detailing her concerns and sent copies to Rocha and

DeChiario.

During a subsequent conference call with Rocha and

other investors, Kay again voiced her worries about the location

of various facilities. Rocha grew impatient and made it clear

that speed was his highest priority. He expressed eagerness to

take control of the hotels during the height of the 1991-1992

tourist season, and he indicated a willingness to rely on the

cross-use agreement and the customary Aruban title assurances for

protection.

Goodwin, Procter received a standard Aruban title

opinion from Maria Eman, an Aruban notary, firmed up the cross-

use agreement, and thereafter consummated the transaction on

February 11, 1992. The closing did not bring closure:

approximately one year later, Rocha learned that assets having an

appraised value in excess of $4,000,000 tennis courts, parking

spaces, and an administrative building housing the hotels'

laundry facilities lay on land belonging to Dutch Village.

After unsuccessfully attempting to gain title to the

assets, Rocha invoked diversity jurisdiction, see 28 U.S.C.

1332(a) (1994), and brought suit against Goodwin, Procter. In

his complaint, Rocha accused the defendants of negligence and

breach of a contractual obligation to perform legal services

skillfully, prudently, and accurately. Goodwin, Procter denied

Rocha's charges.

The United States District Court for the District of

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Massachusetts, Morris E. Lasker, District Judge, conducted a

five-day bench trial. The judge then authored an opinion in

which he identified the controlling issue as whether Goodwin,

Procter "informed Rocha of th[e] risk [of proceeding without a

survey] with sufficient emphasis and particularity to make

certain that his decision on whether to consummate the purchase

was intelligent and knowing." Sierra Fria, F. Supp. at

[slip op. at 3]. He resolved this issue in the defendants'

favor, basing his decision primarily on an assessment of the

relative credibility of Glazer, Kay, and Rocha. In particular,

Judge Lasker credited the attorneys' testimony that they

repeatedly had warned Rocha about the dangers attendant to

purchasing the hotels without a survey and found incredible

Rocha's denial that they had uttered such warnings.1 See id. at

[slip op. at 16].

II. THE LEGAL LANDSCAPE
II. THE LEGAL LANDSCAPE

Goodwin, Procter is a Boston-based firm, retained in

Massachusetts. Although the firm devoted its labors to property

located abroad, neither party disputes that Massachusetts law

supplies the substantive rule of decision. We therefore survey

Massachusetts legal malpractice law to determine whether Goodwin,

Procter's conduct falls safely within its boundaries. See Borden

v. Paul Revere Life Ins. Co., 935 F.2d 370, 375 (1st Cir. 1991);

1The court also ruled against Rocha on a variety of other
claims. See Sierra Fria, F. Supp. at , [slip op. at

23-24, 28]. None of those rulings has been appealed and,
therefore, we take no view of them.

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Moores v. Greenberg, 834 F.2d 1105, 1107 n.2 (1st Cir. 1987).

In general, Massachusetts law requires a client in a

legal malpractice case to show that the attorney had a duty to

the client, that he breached the duty, and that his breach

proximately caused the plaintiff's harm. See Fishman v. Brooks,

487 N.E.2d 1377, 1379-80 (Mass. 1986). The first element is

indigenous to the attorney-client relationship; in Massachusetts,

as elsewhere, an attorney owes his or her client a duty to

exercise a reasonable degree of care and skill in the performance

of legal tasks. See Wagenmann v. Adams, 829 F.2d 196, 218 (1st

Cir. 1987); Pongonis v. Saab, 486 N.E.2d 28, 29 (Mass. 1985).

The second element is of critical importance here. Under it, the

plaintiff "must demonstrate that the attorney failed to exercise

reasonable care and skill in handling the matter for which the

attorney was retained." Colucci v. Rosen, Goldberg, Slavet,

Levenson & Wekstein, 515 N.E.2d 891, 894 (Mass. App. Ct. 1987).

The third element is standard fare in tort actions and requires

no discussion in connection with Rocha's central theory of

liability; if, on these facts, closing without a survey

constituted malpractice, then the harm to Rocha is manifest.

Of course, generalized concepts of duty and breach must

be adapted to fit particular contexts. Thus, when a client seeks

advice from an attorney, the attorney owes the client "a duty of

full and fair disclosure of facts material to the client's

interests." Williams v. Ely, 668 N.E.2d 799, 806 (Mass. 1996).

This means that the attorney must advise the client of any

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significant legal risks involved in a contemplated transaction,

and must do so in terms sufficiently plain to permit the client

to assess both the risks and their potential impact on his

situation. Consequently, in a legal malpractice action that

implicates an attorney's performance of his counseling function,

the trier of fact must determine whether the attorney's advice

permitted the client adequately to weigh the risks involved in a

given course of action. See id.

III. ANALYSIS
III. ANALYSIS

Although Rocha presents a multifaceted asseverational

array, his appeal boils down to two interlocking claims of error.

We examine them sequentially.

A.
A.

The appellant posits that the district court's opinion

violates Fed. R. Civ. P. 52(a) and thereby precludes effective

appellate review. This proposition is unfounded.

In terms, Rule 52(a) dictates that, in a bench trial,

the court "shall find the facts specially and state separately

its conclusions of law." This directive "impose[s] on the trial

court an obligation to ensure that its ratio decidendi is set

forth with enough clarity to enable a reviewing court reliably to

perform its function." Touch v. Master Unit Die Prods., Inc., 43

F.3d 754, 759 (1st Cir. 1995). But this imperative has a

practical, commonsense cast. Rule 52(a) requires trial judges

neither to pen exhaustive dissertations nor to make findings and

conclusions that are exquisitely precise. As long as the trial

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court clearly relates the findings of fact upon which its

decision rests and articulates in a readily intelligible manner

the conclusions that it draws by applying the controlling law to

the facts as found, no more is exigible. See Peckham v.

Continental Cas. Ins. Co., 895 F.2d 830, 842 (1st Cir. 1990).

Judge Lasker's twenty-eight page opinion clears this hurdle with

room to spare.

We need not tarry. The judge's rescript recapitulates

the trial testimony of the key witnesses, limns a series of

credibility calls, delineates reasons for crediting the testimony

of some witnesses and discounting that of others, and traces the

inferences that flow from the credited testimony. The judge's

thorough exposition of his factual findings stands in marked

contrast to the unsupported generalizations that have triggered

Rule 52(a) concerns in the cases upon which Rocha relies. See,

e.g., Touch, 43 F.3d at 758-59; Pearson v. Fair, 808 F.2d 163,

166 (1st Cir. 1986) (per curiam).

Rocha tries to minimize the district court's

thoroughness. Regardless of the battery of factual findings, he

says, the judge made only a single conclusion of law and, thus,

did not comply with Rule 52(a). This is little more than

whistling past the graveyard. Rule 52(a) announces a

qualitative, not a quantitative, standard and here, Goodwin,

Procter either was or was not guilty of negligence in its

representation of Rocha. Since the judge made the solitary legal

conclusion necessary for resolution of the action, our inquiry

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focuses on the clarity of that conclusion.

Judge Lasker framed the applicable legal standard in

terms of whether the law firm informed its client of the risks of

proceeding without a survey "with sufficient emphasis and

particularity to make certain that his decision on whether to

consummate the purchase was intelligent and knowing." Sierra

Fria, F. Supp. at [slip op. at 3]. This formulation is

entirely consistent with Massachusetts law. See supra Part II.

The judge then applied the standard to the discerned facts. See

Sierra Fria, F. Supp. at [slip op. at 17-18]. In so

doing, he provided a clearly marked roadmap that shows how he

reached a decision in this case. The jurisprudence of Rule 52(a)

does not require more exegetic treatment. See, e.g., Fasolino

Foods Co. v. Banca Nazionale del Lavoro, 961 F.2d 1052, 1058 (2d

Cir. 1992); Westside Property Owners v. Schlesinger, 597 F.2d

1214, 1216 n.3 (9th Cir. 1979).

B.
B.

Next, Rocha (who is represented by fresh counsel on

appeal) mounts a direct challenge to the lower court's decision

on the merits. His new lawyer says that he is contesting only

the court's legal conclusion, not its factfinding. Therefore, he

argues, we must undertake de novo review of the decision.

Goodwin, Procter not only defends Judge Lasker's decision, but

also disparages Rocha's attempt to import a de novo standard of

review into the case. We address this standard-of-review

imbroglio before turning to the various facets of Rocha's main

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claim.

1.
1.

We have made it pellucid that "appeals in the federal

court system are usually arrayed along a degree-of-deference

continuum, stretching from plenary review at one pole to highly

deferential modes of review . . . at the opposite pole." In re

Extradition of Howard, 996 F.2d 1320, 1327 (1st Cir. 1993). In

the ordinary case, this paradigm requires the court of appeals to

scrutinize the trial court's answers to purely legal questions de

novo and to assess the trial court's answers to straight factual

questions for clear error. See id.

There is, however, a middle ground which consists of

the trial court's answers to mixed questions of law and fact

and that middle ground is not amenable to a single standard-of-

review rubric. Rather, the applicable standard of review varies

depending upon the nature of the mixed question; the more fact-

dominated it is, the more likely that deferential, clear-error

review will obtain, and the more law-dominated it is, the more

likely that non-deferential, de novo review will obtain. See id.

at 1328.

Putting the issue that Rocha seeks to raise in its

proper place along the law/fact continuum ends the instant

standard-of-review controversy. Though Rocha casts his argument

artfully, it is perfectly plain that determining whether Goodwin,

Procter exercised due care in representing Rocha is a fact-

intensive exercise, see Brennan v. Hendrigan, 888 F.2d 189, 193

11

(1st Cir. 1989), and the district court, sitting without a jury,

appropriately treated it as such. The proof of the pudding is

precedential; we consistently have reviewed adjudications of

negligence arising in the course of bench trials by reference to

the clearly erroneous test.2 See, e.g., La Esperanza de P.R.,

Inc. v. Perez y Cia. de P.R., Inc., F.3d , (1st Cir.

1997) [No. 96-1904, slip op. at 11]; Clement v. United States,

980 F.2d 48, 53 (1st Cir. 1992); DeGuio v. United States, 920

F.2d 103, 105 (1st Cir. 1990); Obolensky v. Saldana Schmier, 409

F.2d 52, 54 (1st Cir. 1969).

Under this format, we may reverse the district judge's

conclusion that Goodwin, Procter did not act negligently only if,

"after careful evaluation of the evidence, we are left with an

abiding conviction that those determinations and findings are

simply wrong." State Police Ass'n v. Commissioner, F.3d ,

(1st Cir. 1997) [No. 97-1319, slip op. at 9]; accord Cumpiano

v. Banco Santander P.R., 902 F.2d 148, 152 (1st Cir. 1990).

Moreover, to the extent that Rocha seeks to evade the application

of this standard by the heavy-handed expedient of creative

labelling, he is painting with an empty palette. See Reliance

Steel Prods. Co. v. National Fire Ins. Co., 880 F.2d 575, 577

(1st Cir. 1989) (declaring that this court "will not permit

2This does not mean that clear-error review applies up and
down the line. For example, a judge's determination whether a
plaintiff has adduced sufficient evidence to create a question of
fact on the issue of negligence is itself a question of law,
subject to de novo review. See Cort s-Irizarry v. Corporaci n

Insular de Seguros, 111 F.3d 184, 187, 189-91 (1st Cir. 1997);

Coyne v. Taber Partners I, 53 F.3d 454, 457 (1st Cir. 1995).

12

parties to profit by dressing factual disputes in `legal'

costumery").

2.
2.

The merits need not detain us. Here, the district

judge accepted the facts surrounding the transaction very much as

stated by Glazer and Kay, rejecting Rocha's contrary account. We

do not find the judge's decision to disbelieve Rocha's testimony

clearly erroneous. Ample evidence controverted Rocha's protest

that he was unaware of the dangers inherent in closing without a

survey, including the lawyers' testimony and various documentary

evidence (notes, memos, and letters). Credibility determinations

fall squarely within the trier's preserve, see, e.g., Anthony v.

Sundlun, 952 F.2d 603, 606 (1st Cir. 1991), and for good reason:

where a judge presides at a bench trial, observes the witnesses'

demeanor, and hears their words as they are uttered, he is far

better equipped to gauge their veracity (or lack of veracity)

than is an appellate panel consigned to sift a paper record after

the fact. Hence, we decline the appellant's implicit invitation

to disturb the judge's credibility-based findings.

This determination does not end our work. We still

must evaluate the judge's conclusion, based on his acceptance of

the attorneys' testimony, that Goodwin, Procter was not

negligent. Having performed this evaluation, we find no error.

The losing party always faces an arduous climb when he

attempts to impugn a factbound finding (such as a finding of no

negligence) that results from a bench trial. Here, however,

13

Rocha's difficulties are twice compounded. For one thing, the

ascent becomes steeper when the loser bears the burden of proof

on the issue. For another thing, the grade increases still more

when the trier rests the challenged finding on a credibility

judgment. Recognizing the inhospitable nature of the terrain,

Rocha argues that, even accepting Glazer's and Kay's narrative of

what transpired, Goodwin, Procter's unfocused advice

particularly the firm's inadequate explanation of the cost and

time requirements of an Aruban survey and its failure to suggest

a post-closing arrangement as an alternative protective mechanism

did not allow Rocha to weigh his options realistically.

In assembling this argument, Rocha overstates the

relevant standard of care. Massachusetts law requires an

attorney performing a counseling function to advise the client in

a manner that permits the latter intelligently to assess the

risks of taking (or declining to take) a particular action. But

lawyers even high-priced lawyers ordinarily are not

guarantors of favorable results. It is neither fair, practical,

nor legally appropriate to benchmark an attorney against a

standard of prescience. Thus, lawyers are not obliged to relate

in exquisite detail every fact or circumstance that might

conceivably have a bearing on the client's business decision or

to anticipate remote risks. See Williams, 668 N.E.2d at 806. By

the same token, lawyers are not expected to persist relentlessly

when clients especially clients who are sophisticated

businessmen choose to go forward after being suitably informed

14

of looming risks. See Conklin v. Hannoch Weisman, P.C., 678 A.2d

1060, 1069 (N.J. 1996) (stating that "an attorney has no

obligation `to lie down in front of a speeding train' to prevent

a bad deal"); Horn v. Moberg, 844 P.2d 452, 455 (Wash. Ct. App.

1993) (similar); Gill v. DiFatta, 364 So.2d 1352, 1354-56 (La.

Ct. App. 1978) (similar); see generally Ronald E. Mallen &

Jeffrey M. Smith, 2 Legal Malpractice 20.2 (4th ed. 1996).

Then, too, expert testimony almost always is required

to establish the standard of care in a legal malpractice action.

See Wagenmann, 829 F.2d at 218-19; Pongonis, 486 N.E.2d at 29.

This case falls comfortably within the sweep of that abecedarian

rule. And given the facts as found, the expert testimony adduced

at trial does not support the claim of negligence, but, rather,

confirms that Goodwin, Procter adhered to the applicable standard

of care when it advised Rocha of the risks inherent in proceeding

without a survey.

The parties each offered one expert witness who dealt

substantively with the standard of care applicable to attorneys

practicing in Massachusetts.3 Rocha's expert, Stoddard Platt,

testified that Goodwin, Procter had two viable options when

addressing the survey problem: to locate and commission Dutch-

speaking surveyors to fly to Aruba and map the properties, or to

warn Rocha about the perils of closing without a survey and

3While Rocha presented an additional expert witness
(Professor Richard Perlmutter), he served only to confirm that
the substantive testimony of Rocha's principal expert (which had
been cast in terms of the New York standard of care) applied
equally in Massachusetts.

15

permit him to make an informed decision about whether to proceed.

For the purpose of his testimony, Platt assumed that Goodwin,

Procter never warned Rocha about these hazards and thereby

transgressed the standard of care. Goodwin, Procter's expert,

Phillip Nexon, started from a different premise. He assumed the

truth of Glazer's and Kay's testimony that they repeatedly

cautioned Rocha and concluded that these warnings satisfied the

standard of care.

Once the judge resolved the assumptions underlying each

expert's testimony in Goodwin, Procter's favor, any substantive

dissonance vanished. Rocha's expert admitted as much when he

acknowledged that if "the client was brought in, . . . the issues

were discussed with the client and the client decided to proceed

without a survey," then Goodwin, Procter fulfilled its

obligations to Rocha. That, of course, is precisely what

happened here or so the trier supportably found. In light of

this testimonial harmony, we have no warrant to set aside, under

principles of clear-error review, the district court's conclusion

that Goodwin, Procter did not negligently advise Rocha.

3.
3.

On appeal, Rocha attempts to blunt the force of this

reasoning by insisting that Goodwin, Procter negligently failed

to explore the possibility of offsetting the absence of a survey

by constructing some type of post-closing arrangement. This

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argument founders on evidentiary shoals.4

First, Platt Rocha's expert testified that he had

never consummated a real estate transaction that included a post-

closing survey component. This jibed with the testimony of Nexon

Goodwin, Procter's expert who classified post-closing surveys

as "not customary." Further, Rocha adduced no evidence that

another type of post-closing arrangement could have remedied the

boundary problems, much less that customary Massachusetts

practice suggested some such arrangement.

Second, and perhaps more fundamentally, the record

contains no expert testimony that the Massachusetts standard of

care required Goodwin, Procter to recommend any post-closing

arrangement to Rocha. We reiterate that Rocha's expert testified

that the lawyers could conform to the standard of care either by

commissioning a survey or by warning Rocha of the risks of

proceeding without one. To avoid this evidentiary obstacle,

Rocha appears to argue that even after he made an informed

decision to proceed without a survey, Goodwin, Procter had some

residual duty to suggest a prophylactic post-closing arrangement.

Yet, Rocha points to no expert testimony that supports this

formulation of the standard of care. While "expert testimony is

not essential where the claimed legal malpractice is so gross or

obvious that laymen can rely on their common knowledge to

4In point of fact, Goodwin, Procter did discuss and
implement a post-closing arrangement the cross-use agreement
in an effort to ameliorate the risks inherent in purchasing the
hotels without an as-built survey.

17

recognize or infer negligence," Pongonis, 486 N.E.2d at 29, this

narrow exception to the expert testimony requirement does not

encompass Rocha's sophisticated theory of negligence.

We summarize succinctly. Given the evidence of record,

it is readily apparent that the district court's conclusion is

not poisoned by Goodwin, Procter's failure to suggest a post-

closing arrangement as an antidote to the absence of a survey.

4.
4.

Rocha's last asseveration is a variation on these

themes. He maintains that he agreed to proceed without a survey

only on the condition that he receive the same title assurances

as the prospective first mortgagee, Bank of Nova Scotia (BNS).

To the extent that Rocha couches this contention in terms of an

implied contract, he failed to raise it below and therefore

cannot raise it for the first time on appeal. See Correa v.

Hospital San Francisco, 69 F.3d 1184, 1191 (1st Cir. 1995), cert.

denied, 116 S. Ct. 1423 (1996); Martinez v. Colon, 54 F.3d 980,

987 (1st Cir.), cert. denied, 116 S. Ct. 515 (1995).

Even if Rocha had not waived this contention, it would

fail on the merits. Glazer testified that when he told Rocha

that he would receive the same assurances as BNS, he meant that

Rocha would receive the same title report prepared by the same

Aruban notary. Glazer further testified that Rocha "got

fundamentally the same [assurances], or lack of assurances," as

BNS. The trial judge reasonably credited all of Glazer's

testimony. Under these circumstances, the appellant's attempt to

18

transmogrify this factual issue into an issue of law fizzles.

See Reliance Steel, 880 F.2d at 577.

IV. CONCLUSION
IV. CONCLUSION

We need go no further. The district court warrantably

found that Goodwin, Procter warned Rocha time and again about the

risks inherent in completing the transaction without a survey,

that Rocha failed to heed those warnings, and that Rocha paid the

price for his hubris, both literally and figuratively. Since

those warnings fully complied with the standard of care that

Massachusetts law requires of practicing attorneys, we are not at

liberty to reverse the entry of judgment in the defendants'

favor.

Affirmed.
Affirmed.

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