Earls v. Aneke

• Decision Date: 14 June 2019
• Docket Number: A19A0329
• Citation: 350 Ga.App. 455,829 S.E.2d 661
• Court: Georgia Court of Appeals
• Parties: EARLS v. ANEKE et al.

350 Ga.App. 455

829 S.E.2d 661

EARLS

v.ANEKE et al.

A19A0329

Court of Appeals of Georgia.

June 14, 2019

Jason & Bradley, Daniel C. Jason, Stone Mountain, for Appellant.

The Hadden Law Firm, John David Hadden, Atlanta, for Appellee.

Dillard, Chief Judge.

Anthony Earls appeals from the trial court's grant of summary judgment to Princewill Aneke, individually, and Aneke Law Offices, LLC, as an assignee of Princewill O. Aneke, LLC, now known as Sunshine Real Estate Properties I, LLC (collectively, "Aneke"). Earls argues, inter alia , that the trial court erred by denying his motion for summary judgment based on a mischaracterization of his arguments and, accordingly, failing to adjudicate the arguments underlying his motion for summary judgment. Because we agree with Earls that the trial court failed to properly consider his primary argument in favor of summary judgment, we vacate the trial court's order and remand for the reasons set forth infra .

Viewed in the light most favorable to Earls (i.e. , the nonmoving party),¹ the record shows that Earls and his wife were involved in an automobile accident in March 2015 when the big-rig truck his wife was driving for her employer was struck by another commercial vehicle. Earls sustained multiple injuries in the accident, resulting in significant medical expenses.² Shortly after the collision, Earls was taken by a friend to a chiropractor's office, where he met Portia

Rolland, a paralegal from a local law firm. During his meeting with Rolland, Earls signed an attorney-client contract. The validity of this agreement is at the heart of the parties’ dispute.

The agreement provided that Earls hired "Princewill Aneke of Princewill O. Aneke, L.L.C. (‘THE FIRM’), as my attorney, to represent me against all persons or entities for the injuries I sustained on, or about the 30th day of March, 2015," and further provided as follows:

I agree to pay the Firm thirty-three (33 1/3%) percent of the gross recovery made for me in the event such recovery is obtained without the necessity of filing a lawsuit or utilizing mediation, arbitration or other alternative dispute resolutions. Should my recovery occur after a lawsuit is filed, or mediation or arbitration held, then I agree to pay the Firm forty (40%) [percent] of the gross recovery.

The agreement also provided:

Client may dismiss the Firm at any time, upon written notice to the Firm. Client agrees that should they dismiss the Firm from representing them in their claim herein, Client would remain liable to the Firm, and herewith irrevocably assign to the Firm, the applicable percentage of fee due the Firm under this Agreement of the highest offer that was made by any adversary or collateral party during the Firm's employment by Client. In the event no offer has been made, [C]lient agrees to pay [F]irm attorney fees for the time [F]irm has expended working on Client's case, to be assessed at the rate of one hundred fifty dollars per hour.

The agreement was signed by Earls and Rolland on behalf of the firm. Rolland was employed by the firm as an independent contractor paralegal, and the terms of her agreement with the firm specified that, as part of the services she would provide, she would "[a]ct as an agent of the law firm in respect to dealing with prospective new clients." As part of the scope of her agency, Rolland was permitted to "[e]nter into binding agreements on behalf of the law firm by signing contracts between the law firm and clients who have agreed to retain the services of the law firm[.]"

On March 20, 2016, Aneke received in writing an offer to settle Earls's claim for $ 500,000, and Earls was then presented with this offer. Around this same time, Earls became dissatisfied with the representation he was receiving from Aneke, and on May 17, 2016, Earls notified Aneke in writing, through his new counsel, that Aneke's services were terminated, effective immediately. Then, just three days after sending this termination notice via his new counsel, Earls received an updated settlement offer of the defending insurance agency's remaining policy limits, and he ultimately received a settlement check for $ 662,380.99.

In March 2017, Aneke filed suit against Earls for breach of contract, quantum meruit,³ and seeking attorney fees and costs of litigation under OCGA § 13-6-11.⁴ Earls answered, asserting as his defenses that, inter alia , he was not liable to Aneke because "no contract for legal services ever existed since neither the individual Plaintiff nor any member of either of the named limited liability companies signed the purported contract that is the subject of this litigation" and "the subject contract was never effectuated by an individual or firm licensed and authorized to practice law in Georgia."

Aneke filed a motion for summary judgment in May 2018, arguing that the agreement signed by Earls was binding and valid, obligating Earls to perform under its terms; that the contract was signed by Rolland as an agent for the firm, and that she had apparent and actual authority to bind the firm to a contract; and that Aneke's new law firm, Aneke Law Offices, LLC, was the successor in interest to the former Princewill O. Aneke, LLC.

In response to Aneke's motion, Earls argued that the agreement between the parties could not have been valid or binding because the former firm was incapable of performing legal services, as "it had not been formed and designated as a professional corporation, and hence never existed at any time, including the date of the signing of the subject contract, as a professional corporation that was authorized to practice law in Georgia." Then, in June 2018, Earls filed his own motion for summary judgment, again arguing that Princewill O. Aneke, LLC, and its successor following a name change, Sunshine Real Estate Properties I, LLC, were not professional corporations for the purpose of practicing law.

In response to Earls's motion for summary judgment, Aneke argued that Rolland signed the contract at issue on behalf of Princewill O. Aneke, LLC, and had actual authority to do so, and that his former law firm, Princewill O. Aneke, LLC, properly entered into the agreement. Aneke also asserted that, on the day after Earls received the $ 500,000 offer of settlement, he restructured his law practice and other businesses by organizing⁵ Aneke Legal Services, LLC, in order to continue the operation of his law practice after changing the name of Princewill O. Aneke, LLC, to Sunshine Real Estate Properties I, LLC. Then, Aneke organized Aneke Law Offices, LLC, to use in lieu of Aneke Legal Services, LLC.

In response to Aneke's opposition to the cross-motion for summary judgment, Earls argued that because Aneke's former law firm, Princewill O. Aneke, LLC, was a limited liability company, and not a professional corporation, Earls could not enter into a binding contract with the firm for the provision of legal services because the firm itself, as an LLC, could not provide legal services. Thus, because only Aneke was a licensed attorney, in order for the contract to be valid, it needed to be signed by Aneke and not by Rolland.

Following a hearing on the competing motions, the trial court issued an order on July 24, 2018. First, the trial court explained its understanding to be that Earls was arguing (1) "Rolland did not have authority to enter into the contract for the Firm, and that the contract is therefore null and void" and (2) that the firm and its successor assignees could not practice law because they were not incorporated as professional corporations. The court then concluded that Rolland had authority to sign on behalf of the law firm and entered into a binding contract as its agent, and denied summary judgment to Earls and granted summary judgment to Aneke on that basis. Then, the court concluded that because Aneke was a licensed attorney in good standing, he was permitted to practice law with a firm in the form of a limited liability company, and it denied Earls's motion on this ground. The court also denied Earls's motion on the ground that this Court has "expressly approved attorney-client contracts containing provisions almost exactly like" the paragraph at issue, and it denied summary judgment to Earls on that ground as well. Ultimately, the court declared that it was denying Earls's motion, granting Aneke's motion, and awarding a judgment to Aneke in the amount of the requested $ 166,666.66, plus court costs. This appeal by Earls follows.

Summary judgment is proper if "the pleadings, depositions, answers to interrogatories, and admissions on file, together with the affidavits, if any, show that there is no genuine issue as to any material fact and that the moving party is entitled to a judgment as a matter of law."⁶ And when summary judgment is granted, the order "enjoys no presumption of correctness on appeal, and it is our responsibility to determine if the requirements of OCGA § 9-11-56 (c) have been satisfied."⁷ In other words, in conducting this de novo review, we are "charged with viewing the evidence, and all reasonable conclusions and inferences drawn from the evidence in the light most favorable to the nonmovant."⁸ With these guiding principles in mind, we turn now to Earls's enumerations of error.

1. First, in separate but related enumerations of error, Earls contends that the trial court erred in denying his motion for summary judgment when it mischaracterized or misunderstood his contentions regarding PCs and LLCs, and, accordingly, failed to adjudicate those arguments. We agree that the trial court did not fully grasp what Earls argued as to PCs and LLCs, and because the court did not rule upon this question, we vacate and remand for its consideration of this argument in the first instance.

Earls maintains the trial court erroneously concluded that he argued "attorneys are prohibited from the practice of law in the form of a Limited Liability Company" and ultimately ruled that the law does not...