Did Partner-ese Cause $90 Million in Malpractice?

Associate:  Can I take a look at the certificate of incorporation for my research assignment?
Partner:   No! You don’t really need to know the facts.  Just do the research I asked for!

I’m just guessing about the partner-associate partnerese dialogue that might have ensued as part of the preparation of The Opinion Letter That Could Cost Andrews Kurth $90 Million (Mary Alice Robbins, Texas Lawyer, 9/7/05).  As the article describes, four stock purchasers have alleged that Andrews Kurth assured in, in an opinion letter, that a stock sale by a wireless service provider, complied with the corporation’s governing documents when the corporate articles actually prohibited the sale.  The opinion letter had stated that the corporation had the authority to issue the stock and that it was properly issued.  But in the rush to research all kinds of theoretical legal issues, apparently, no one did the obvious, i.e., reviewed the corporate articles.  Or maybe, just maybe, an associate thought of it and suggested it but the partnerese-speaking partner didn’t understand.

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