Philadelphia Partner, Kyle Wu, obtained summary judgment in favor of defendants, an attorney and his firm, on a complaint alleging legal malpractice in the handling of an asset purchase agreement (“APA”). Plaintiffs claimed that the defendants failed to ensure the inclusion of a provision that would have guaranteed the Plaintiffs $4 million dollars in the event of a subsequent sale within one year of the APA’s effective date, failed to advise that the provision was removed by the other party to the transaction prior to the closing, and failed to file certain documents under the New Jersey Industrial Site Remediation Act (“ISRA”), leading to lost profits and extra costs to the Plaintiffs. After a little over two years of litigation, a motion for summary judgment on behalf of the law firm defendants was filed, arguing that Plaintiffs could not satisfy the elements of their various causes of action asserted and that there was no evidence in the record that could ever allow the Plaintiffs to establish proximate cause of damages.
The Superior Court of New Jersey determined that no genuine issues of material fact existed and because the record did not contain any evidence to show the other party to the transaction would have acquiesced to Plaintiffs’ demands or another buyer would have agreed to the terms that the Plaintiffs wanted, proximate cause of damages could not be established. The Court further found that Plaintiffs’ claim regarding an alleged failure to comply with ISRA to obtain an exemption failed as a matter of law because the Environmental Site Assessment relied upon by the Plaintiffs had expired and a Licensed Site Remediation Professional (“LSRP”) would have been needed to be hired and perform the work regardless of whether the General Information Notice (“GIN”) had been timely filed. Thus, summary judgment was granted on all counts.