Rosenbaum v. White

Dist. Ct. did not err in granting defendants-attorneys motion for summary judgment in action by plaintiffs-investors alleging legal malpractice and securities fraud claims arising out of defendants’ roles in drafting formation documents for two legal entities used as part of failed investment scheme, where plaintiffs failed to establish existence of attorney client relationship. Record showed that defendants were hired only to draft formation documents for legal entities, and thus plaintiffs lacked attorney-client relationship with defendants where basis for lawsuit concerned actions taken past point of entities’ formation. Moreover, while one investor indicated that defendants were “working for you just like they are working for me,” none of instant plaintiffs could have reasonably believed that such statement provided them with personal attorney-client relationship for indefinite future. Also, plaintiff failed to establish actual fraud claim based on statements made by one defendant that his law firm would handle formation of legal entities since actual fraud claim may not be based upon representation of future conduct.