Cicone v. URS Corp

In Cicone v. URS Corp. (1986) 183 Cal.App.3d 194, the defendant attorney (attorney) represented plaintiffs (sellers) in the sale of their business to cross-defendants (buyers). During the negotiations for the sale of the business, the buyers presented the sellers with a proposed final agreement that stated that sellers warranted that the business had no liabilities other than those shown on an unaudited balance sheet. Attorney told the buyers that sellers could not warrant the accuracy of the balance sheet, and buyers responded that they understood and would deem the sellers to be warranting the accuracy of the information in the balance sheet only to their best knowledge. Attorney then advised the sellers to sign the agreement, and the sellers did so. (Id. at p. 199.) The balance sheet was correct to the best of the sellers' knowledge; however, shortly after the sale was consummated, the buyers made a claim against the sellers based on a $ 200,000 understatement in the balance sheet of which the sellers had been unaware. The sellers settled the claim without litigation and then filed a legal malpractice action against the attorney. (Cicone v. URS Corp., supra, 183 Cal.App.3d at p. 199.) The attorney, in turn, filed a cross-complaint against the buyers, urging that buyers' statements that they would accept the balance sheet as correct only to the best of the sellers' knowledge was false. Buyers demurred to the cross-complaint, and trial court sustained the demurrer without leave to amend. (Id. at pp. 198, 206.) On appeal, buyers urged that the judgment should be affirmed because the attorney's damages were not caused by their alleged misrepresentations, but rather by the settlement of the prior litigation. In other words, they contended, the settlement of the controversy between buyers and sellers was a superseding cause of harm to the attorney for which they could not be liable as a matter of law. (Cicone v. URS Corp., supra, 183 Cal.App.3d at p. 206.) The Court of Appeal disagreed and reversed.