In Jenkins v. Bakst, the plaintiff brought a legal malpractice suit against his attorney.
Jenkins v. Bakst, 130 N.E.3d 199 (Mass. App. 2019). The plaintiff alleged that the defendant was
negligent in negotiating the stock buy-back clause in the plaintiff’s employment agreement with
his employer. Id. The plaintiff wanted the defendant to negotiate a fair market valuation for the
stock buy-back clause in his employment agreement. Id. at 205. However, the defendant and the
attorney on behalf of the employer could not agree to this form of valuation for the stock buy-
back clause. Id. at 203. Rather, the parties agreed on an alternative valuation method. Id. The
plaintiff himself never negotiated the market value formula that he desired. Id. at 205.
The court affirmed summary judgement for the defendant. Id. at 206. The court noted that
an attorney is not the guarantor of a particular result in negotiations, and the failure to reach a
particular result is not malpractice. Id. at 204. Notably, the plaintiff conceded that he signed and
read the employment agreement prior to signing it, and he initialed the pages that contained the
defendant’s alternative valuation method. Id. at 203. The defendant also testified that he
explained his alternative valuation method to the plaintiff prior to the negotiation with his
employer; while the plaintiff testified that he could not remember his conversations with the
defendant prior to the negotiation. Id. Therefore, the plaintiff could not confirm or deny the
defendant’s testimony that he explained the alternative valuation method to the plaintiff prior to
negotiation with his employer. Id. Importantly, the court explains that the case would be different
if the plaintiff had claimed that the defendant had misled him as to the meaning of the
employment agreement, or if he concealed the language or the meaning of the agreement from
him. Id. at 204.
Here, the attorney did not commit malpractice just because he did not achieve the client’s
desired result. Before reaching a different result, the attorney did inform the client as to an
alternative valuation method for the stock buy-back clause that he had used in other similar
negotiations on behalf of other clients. The attorney here complied with Rule 1.4(a)(2) of the
ABA Model Rules of Professional Conduct. The consultation between the attorney and client
was reasonable, as the discussion occurred before negotiations, as opposed to the attorney
negotiating the deal and then explaining the alternative method after the deal was already
drafted. Additionally, the plaintiff here read and signed the employment agreement, as well as
initialed the page that contained the alternative valuation method—this is evidence of the
attorney’s compliance with MR 1.4(a)(3). The client signed the agreement, and notably initialed
the page with the alternative valuation method that he complained of. The client was reasonably
informed about the status of the matter, as evidenced by his signature and initials he signed on
the negotiation agreement.
Summary judgement was appropriate in this legal malpractice case because there was no
evidence to support that the attorney breached his duty to his client. In fact, the plaintiff could
not dispute that the defendant attorney explained the alternative valuation method to him—the
plaintiff simply could not remember.