Passante v. McWilliam

Passante v. McWilliam (1997) 53 Cal.App.4th 1240 involved a company's promise to give corporate counsel certain stock after he had arranged for additional funding for the corporation. The company later reneged on its promise, and the lawyer sued. The trial court set aside a jury verdict in the lawyer's favor, finding, among other things, that the lawyer had violated ethical standards in failing to advise the company that it might want to consult with another lawyer before making its promise. (Passante, at p. 1242.) The appellate court affirmed, reasoning that "if the promise was bargained for, it was obtained in violation of Passante's ethical obligations as an attorney. If, on the other hand, it was not bargained for-as the record here clearly shows-it was gratuitous. It was therefore legally unenforceable, even though it might have moral force." ( Id. at p. 1243.)