An attorney may still owe a duty, as a matter of law, to explain unambiguous business terms in a written agreement even when the client is a sophisticated businessperson who negotiated the terms of the agreement himself.

While it is clear that an attorney owes a client a duty of care, as a matter of law, arising from their attorney-client relationship, the Appellate Court reversed the grant of summary judgment for the defendants where genuine factual disputes existed that were material to determining whether the defendants breached their duty of care when they did not explain the unambiguous terms in a written agreement. The Appellate Court remanded the case to the trial court to determine whether a competent and diligent attorney acting in similar circumstances would have inquired into or explained the terms of the written agreement. In light of the above, practitioners representing sophisticated businesspeople, even those who request minimal involvement in their transactions and negotiations, would be wise to err on the side of over-involvement with respect to communicating the meaning and ramifications of the terms of written agreements.

Case Law Alerts, 1st Quarter, January 2015