Kastner v. Jenkens & Gilchrist, P.C.

Randy Box and a business associate (collectively, Box) intended to sell investment interests in an apartment complex. Box retained George Dunlap, an attorney with Jenkens & Gilchrist, P.C. (Jenkens) (defendants) to form a limited partnership to acquire the complex. Box sold a limited partnership interest to Aaron and Sara Kastner (the Kastners) (plaintiffs). Dunlap prepared the partnership agreement based on information from Box. An exhibit to the partnership agreement mailed to each limited partner reflected each partner’s partnership percentage and capital contribution. The cover letter stated that the final percentages would be determined at the closing. The partnership lacked sufficient funds at the time of closing. The seller made a short-term loan to the partnership. Thereafter, based on information from Box, Dunlap provided each partner with a fully executed copy of the partnership agreement and an exhibit listing partnership percentages. The partnership subsequently filed for bankruptcy. The Kastners sued Dunlap and Jenkens for negligent misrepresentation, claiming that Dunlap misrepresented partnership contributions as cash contributions, created a document reflecting the incorrect amount of capital raised, misrepresented he would adjust the partnership percentages at closing, and allowed the short-term loan to occur knowing it violated the terms of the partnership agreement and first mortgage. The trial court granted summary judgment to Dunlap and Jenkens. The Kastners appealed.