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Manion v. Nagin
United States Court of Appeals for the Eighth Circuit
394 F.3d 1062 (2005)
Patrick Manion (plaintiff) hired attorney Stephen Nagin (defendant) to help Manion form a buying group for boat dealers. Nagin incorporated Boat Dealers’ Alliance, Inc. (BDA) and drafted an employment contract for Manion to manage BDA. BDA’s by-laws gave general management rights to the common-stock holders and restricted the voting rights of preferred-stock holders. Manion held only preferred stock and asked Nagin how Manion was supposed to maintain control of BDA with that voting structure. Nagin responded that Manion would have control because the employment contract required BDA to keep Manion as a manager for 20 years, and because Manion’s preferred stock had more weight than the common stock. Nagin then negotiated with Manion to receive increased payment for his legal work in the form of extra BDA dividends, which came solely from dividends that had belonged to Manion. Three years later, BDA found that Manion had fraudulently overpaid himself and other common-stock holders and had tried to hide his fraud. Based on these findings, BDA fired Manion. Manion arbitrated a claim against BDA for wrongful termination and lost. Manion then filed additional claims, including legal-malpractice and breach-of-fiduciary-duty claims against Nagin for not helping Manion retain control of BDA. Nagin argued that he did not owe Manion any duties as an attorney or a fiduciary because he worked for only BDA, not Manion. The district court agreed and dismissed the claims. Manion appealed.
Rule of Law
Holding and Reasoning (Heaney, J.)
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