Genesis Merchant Partners, L.P. v. Gilbride, Tusa, Last & Spellane
New York Appellate Division
157 A.D.3d 479 (2018)
Genesis Merchant Partners, L.P., and related venture capital firms (collectively, Genesis) (plaintiffs) made four loans to Progressive Capital Solutions LLC (Progressive) to purchase portfolios of life-insurance policies. Genesis retained partner Jonathan Wells and two other attorneys with Gilbride, Tusa, Last & Spellane, LLC (collectively, defendants) in connection with the loans, but no engagement letter defined the scope of representation. The insurance policies were supposed to secure the loans, but nobody obtained assignments transferring the benefits to Genesis or filed them with the carriers. Wells claimed Gilbride was retained only to prepare the documents and file the Uniform Commercial Code (UCC) financing statements, while Genesis claimed Gilbride was supposed to perfect the collateral. The assignment contracts Wells prepared clearly said Progressive had to deliver evidence of perfection to Genesis, including evidence that the insurers had accepted filing of the assignments. But emails between Wells, Genesis, and Progressive conflicted as to who was obtaining and filing assignments. When asked if everything needed regarding the assignments had been done, general counsel for Genesis’s investment manager replied “Done.” Gilbride did prepare and file four UCC financing statements, but the first three broadly declared a security interest in all Progressive’s assets, and only the fourth listed policy numbers for the policies pledged as collateral. When Progressive defaulted, Genesis tried to collect on policies worth over $84 million, but without any records of collateral assignments, the insurers refused to pay. Genesis sued Gilbride and the attorneys individually for legal malpractice, and Gilbride counterclaimed to collect its fees. The court entered summary judgment for Genesis and dismissed Gilbride’s counterclaims. Gilbride appealed.
Rule of Law
Holding and Reasoning ()
What to do next…
Unlock this case brief with a free (no-commitment) trial membership of Quimbee.
You’ll be in good company: Quimbee is one of the most widely used and trusted sites for law students, serving more than 724,000 law students since 2011. Some law schools—such as Yale, Berkeley, and Northwestern—even subscribe directly to Quimbee for all their law students.Unlock this case briefRead our student testimonials
Learn more about Quimbee’s unique (and proven) approach to achieving great grades at law school.
Quimbee is a company hell-bent on one thing: helping you get an “A” in every course you take in law school, so you can graduate at the top of your class and get a high-paying law job. We’re not just a study aid for law students; we’re the study aid for law students.Learn about our approachRead more about Quimbee
Here's why 724,000 law students have relied on our case briefs:
- Written by law professors and practitioners, not other law students. 45,500 briefs, keyed to 983 casebooks. Top-notch customer support.
- The right amount of information, includes the facts, issues, rule of law, holding and reasoning, and any concurrences and dissents.
- Access in your classes, works on your mobile and tablet. Massive library of related video lessons and high quality multiple-choice questions.
- Easy to use, uniform format for every case brief. Written in plain English, not in legalese. Our briefs summarize and simplify; they don’t just repeat the court’s language.