Brian Nail v. Husch Blackwell Sanders, LLP

Summary

The Supreme Court of Missouri affirmed summary judgment for Husch Blackwell Sanders, LLP in Brian Nail’s legal malpractice action. The court held that Nail failed to establish proximate causation for his claim based on allegedly negligent advice because his claimed stock-option losses resulted from market declines, and failed to establish causation in fact for his negligent-drafting claim because he offered no evidence that the employer would have agreed to or breached the proposed provisions. The opinion applies Missouri’s “case within a case” causation standard in legal malpractice actions.

Holdings

1. Nail failed to establish proximate causation because the decline in the value of his stock options resulted from market conditions, not from Husch Blackwell's alleged failure to advise him to exercise the options earlier. The risk of that market decline was not a reasonable or probable consequence of the alleged negligence.
2. Nail failed to prove causation in fact because he offered no evidence that Mueller would have agreed to the proposed settlement provisions or would later have breached them and incurred millions of dollars in liquidated damages.
3. The trial court properly entered summary judgment for Husch Blackwell on both malpractice claims.

Questions Presented

1. Whether Nail proved that Husch Blackwell's alleged failure to advise him to exercise his stock options immediately after the merger proximately caused the decline in the value of his options.
2. Whether Nail proved that, but for Husch Blackwell's alleged negligent drafting of the settlement agreement, Mueller would have agreed to additional escrow and liquidated-damages provisions and later breached them.
3. Whether summary judgment was proper on both legal malpractice claims.

Disposition

affirmed