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Beaudry v. Harding

Supreme Judicial Court of Maine

November 13, 2014

PAUL BEAUDRY et al.
v.
ALAN HARDING et al

Argued October 9, 2014.

Michael J. Waxman, Esq., Portland, for appellant Paul Beaudry.

Wendell G. Large, Esq., and Heidi J. Hart, Esq., Richardson, Whitman, Large & Badger, Portland, for appellees Alan Harding, et al.

Michael J. Waxman, Esq., for appellant Paul Beaudry.

Heidi J. Hart, Esq., for appellees Alan Harding, et al.

Panel: SAUFLEY, C.J., and ALEXANDER, SILVER, MEAD, GORMAN, and HJELM, JJ.

OPINION

SAUFLEY, C.J.

[¶1] Paul Beaudry, individually and purportedly on behalf of Northern Maine Transport, LLC (NMT) appeals from a judgment of the Superior Court (Cumberland County, Wheeler, J.) granting summary judgment to Alan Harding and Hardings Law Offices. The court concluded that Beaudry lacks the legal capacity to bring suit on behalf of an administratively dissolved LLC or derivatively and that Beaudry has no individual claim because he suffered no personal harm. Beaudry argues that Maine's Limited Liability Company Act specifically authorizes administratively dissolved LLCs to prosecute

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claims and that justice requires us to treat his derivative claim as a direct claim. Because we agree with the Superior Court that Maine law does not permit Beaudry to proceed on behalf of NMT under these circumstances, through a derivative action or individually, we affirm the judgment.

I. BACKGROUND

[¶2] NMT is a Maine limited liability company with only two members, Paul Beaudry and Tyler Hallett. NMT was administratively dissolved on September 28, 2009.

[¶3] Beaudry's two-count complaint asserts claims against attorney Alan Harding for professional negligence and breach of fiduciary duty in 2010, when attorney Harding represented NMT and possibly Beaudry in facilitating a settlement between NMT and OneBeacon American Insurance Company to recover insurance proceeds after business property of NMT was destroyed by fire. Although OneBeacon and NMT eventually settled, Beaudry refused to honor the settlement agreement. In a separate matter, the United States District Court for the District of Maine ( Kravchuk, M.) enforced the settlement agreement against Beaudry, finding that he had expressly agreed to the settlement terms.

[¶4] On October 9, 2012, Beaudry filed this action, individually and purportedly on behalf of NMT, alleging that Beaudry would not have settled the OneBeacon litigation had attorney Harding not committed legal malpractice. On June 10, 2013, Harding moved for summary judgment on both counts of Beaudry's complaint, asserting that (1) Beaudry lacked the legal capacity to bring suit on behalf of NMT because NMT was administratively dissolved and therefore could not prosecute suits on its own behalf; (2) Beaudry lacked the legal capacity to bring a derivative suit because Maine law does not allow a member of a closely held LLC to bring a derivative suit, he did not have the consent of his co-member Hallett to bring suit on NMT's behalf, and justice does not require the court to treat the derivative suit as a direct claim; and (3) Beaudry had no basis to assert an individual claim against Harding when the only harm alleged by Beaudry--the loss of insurance proceeds pursuant to a policy issued to NMT--is not a ...


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