Kastner v. Jenkens & Gilchrist, P.C

In Kastner v. Jenkens & Gilchrist, P.C., 231 S.W.3d 571 (Tex. App.--Dallas 2007, no pet.), Aaron and Sara Kastner, owners of a limited partnership interest in a partnership, asserted claims, including negligent misrepresentation, against counsel for the partnership, George Dunlap, and the firm that employed Dunlap. Id. at 574-75. The Kastners' claims were based on Dunlap's participation in the transaction pertaining to the purchase of the partnership's sole asset. Id. at 574. The trial court granted the defendants' motion for summary judgment on the Kastners' claims, and the Kastners appealed to this Court. Id. at 576. The Kastners acknowledged they had no attorney-client relationship with Dunlap, but contended they met the requirements established in McCamish, Martin, Brown & Loeffler v. F.E. Appling Interests, 991 S.W.2d 787, 791 (Tex. 1999) for negligent misrepresentation claims by non-clients. Id. at 577. The Court disagreed. Id. at 578. The Court stated, "The only communication Dunlap had with the Kastners consisted of a cover letter accompanying the partnership agreement. The cover letter contained no legal opinions or evaluations; it conveyed neutral information about the mechanics of the revisions he anticipated after the closing." Id. Additionally, this Court stated, "The McCamish court observed that when attorneys have been held liable to non-clients for negligent misrepresentation in other jurisdictions, the situation typically involved the attorney's issuance of an opinion letter or some other type of evaluation." Id. Then, this Court reasoned: "Regardless of origin, the mere transmission of a partnership agreement from an attorney to a non-client cannot reasonably be construed as a legal opinion on the validity of the agreement or the propriety of investment in the partnership. We similarly reject the Kastners' attempt to characterize the contents of the partnership agreement as representations made by Dunlap. To do so would effectively require attorneys to adopt as their own the terms of--and representations made in--legal documents they prepare for their clients. Such an expansive interpretation far exceeds the scope of McCamish liability." Id.