 |
 |
to fill out a simple form to connect to Personal Injury Lawyers in your area.
|
|
|
|
|
Davis v. Long2/26/2003
NOT TO BE PUBLISHED IN OFFICIAL REPORTS
California Rules of Court, rule 977(a), prohibits courts and parties from citing or relying on opinions not certified for publication or ordered published, except as specified by rule 977(b). This opinion has not been certified for publication or ordered published for purposes of rule 977.
Steven M. Davis appeals from a summary judgment dismissing his action for professional negligence, negligent misrepresentation, and fraud against defendants M. Chrysa Long and Holland & Knight, LLP. The trial court found that each of Davis's causes of action is barred by the applicable statute of limitations. Davis contends the court erred in: (1) dismissing his fraud claim on a ground not asserted in defendants' moving papers; and (2) finding that he had inquiry notice of his attorney negligence claims more than one year before filing suit. We agree in part with Davis's contentions, and reverse the judgment.
BACKGROUND
Undisputed Facts
The following facts were undisputed for purposes of the summary judgment motion in issue:
Davis was the general partner of D&T;Investments, Coit Apartments, a California limited partnership (D&T;. D&T;owned an apartment building located in Oakland, California. The building, which primarily served low-income tenants, had been damaged during the 1989 earthquake. Davis advanced $1.9 million to rehabilitate the building.
In 1994, D&T;obtained transferable, low-income housing tax credits in the amount of $2,801,870. D&T;entered into discussions with corporations interested in purchasing the credits. Chevron TCI, Inc. (Chevron) and Davis began discussing a proposal whereby Chevron and D&T;would form a limited partnership in which Chevron would invest $1,910,000 and receive in exchange 99 percent of the tax credits and losses of the partnership. The basis for the proposed transaction, understood by both parties, was that Chevron would obtain the use of the tax credits and losses available to D&T;by making capital contributions which D&T;would then use to pay Davis for the advances he had made to the partnership. Chevron insisted that as part of the proposal D&T;retain and pay for the services of a Boston firm, Sherburne, Powers & Needham to represent Chevron's interests in the transaction, to act as "special counsel" for the partnership, to prepare all necessary documentation, and to review all tax issues. Holland & Knight entered into a fee agreement with Davis providing that Davis would pay its fees and that the firm would perform a detailed review of tax and structuring issues and prepare all of the documents the transaction required.
Davis told Holland & Knight attorney, M. Chrysa Long, that he did not care what the structure of the deal was as long as it provided Chevron with the credits and losses required in order for Chevron to make the full capital contribution of $1,910,000 and permitted Chevron's capital contributions to pass through D&T;to repay Davis's advances. Other investors were interested in obtaining the tax credits at the time, and Davis also had the option of selling the building and tax credits as a package. Davis explained to Long that he lacked any experience with the highly technical tax aspects of the transaction. Long represented to him that she was an expert in the area.
Long advised Davis that there was a potential tax problem, which she referred to as a "704(b) problem," caused by the fact that the original limited partners of D&T;had made capital contributions to the partnership of $540,000. If these contributions were not paid off when Chevron became a
Page 1 2 3 4 5 6 7 8 9 10 California Personal Injury Attorneys
Personal Injury Lawyers
|
| |
to fill out a simple form to connect to Personal Injury Lawyers in your area.
|
|