Over a year ago, I thought I had put “The Client Seat” series here on Adam Smith, Esq., to bed. But many are the mysterious ways of law firms, and I learned this week I need to report a Coda #2. I have now learned I should never rule out a potential future Coda #3, or yet even further installments.
Loyal readers will recall this series, telling the story of how I came to occupy “the client seat” in my capacity as Chair of the Finance Committee of St. Michael’s Episcopal Church, which owns a valuable vacant corner lot abutting the Church, on the Upper West Side of Manhattan, crying out for income-producing development. (I’m now additionally Chancellor of the Vestry, a charmingly antique title that fortunately demands only passing familiarity with the New York Religous Corporations Law.) Those of you joining the story in medias res can find the earlier installments here:
The new development is that we have managed in the interim to conduct a competitive comparison and selection of potential developers for the corner site, selected a winner, negotiated the material terms of a 99-year ground lease of the corner property running from St. Michael’s to the developer, and believe ourselves prepared to sign and have construction begin.
But.
Apparently as part of its due diligence in preparation for seeking construction financing, the developer asked us to confirm—implying, to us, represent and warrant—the number of buildable square feet appurtenant to the lot “as of right.” Our position is that from day one we’ve made it crystal clear that ultimate responsibility for that precise calculation rests solely with the developer, but that we had presented an approximate number to permit informed bidding and planning.
Nevertheless, in the spirit of charity we went back to the still-nameless AmLaw 200 firm we engaged nearly two years ago to provide us this figure and learned that:
- The partner who’d managed our matter was no longer at the firm;
- No one else at the firm could seem to recall that St. Michael’s had ever been a client; and
- In any event, the files had disappeared and couldn’t be found.
Finis.
May we assume that they promptly agreed to refund to St. Michael’s all fees and expenses that had been paid for their prior work? Maybe waive their normal safe-harbor clause about consequent damages and undertake to make the church whole in the event that there are costs from the developer associated with the estimate that you relied upon?
Are you invoking the distinction between principles and rules?
Or instead, Oscar Wilde’s definition of a cynic? (Someone who knows the price of everything and the value of nothing.)
Either way, I think we can agree which side of the divide this law firm seems to live on.
And I thought Chapters 1-4 were cringe-worthy . . .
Sometimes holding up a mirror delivers a message of its own.
If you have grown to dislike the developer, you could give the developer the names and contact information for the lawyers at Firms A and B and explain that those firms are well-known for their expertise in the zoning code.
For some reason, I think a future me will read an epilogue that includes a bill to the church for services covering time spent inquiring/investigating about the past matters.