Brief case

Ward and Olivo established defendant Ward & Olivo, L.L.P. ("W&O"), a law firm engaged in the practice of intellectual prop- erty law. Ward and Olivo formed W&O as a limited liability partnership ("LLP") pursuant to the UPA, and W&O obtained and maintained a claims-made professional liability insurance policy.

On July 29, 2009, Mortgage Grader, Inc. (MG) retained W&O to sue various persons or entities for patent infringement. Olivo en- tered into a contingency fee agreement with MG and filed a lawsuit (the "underlying lawsuit") against several defendants. MG settled the underlying lawsuit ("the settlements") by giving those defendants licenses in exchange for payment of a "one-time settlement amount."

On June 30, 2011, Ward and Olivo stopped actively practicing law as W&O. Thereafter, W&O began winding up its law practice by collecting outstanding legal fees. W&O's professional liability insurance policy expired on August 8, 2011, and W&O did not purchase a tail insurance policy.

In October 2012, MG filed a legal malpractice complaint against W&O, Olivio, and Ward alleging that Olivo's legal advice harmed MG's patent rights because Olivo, among other things, failed to require that royalty rates or licensing fees be part of the settlement. In the complaint, MG further alleged that W&O and Ward were vicariously liable for Olivo's acts or omissions. By the time MG filed its complaint, W&O's claims-made policy had expired, and W&O was uninsured. Ward had no involvement in the underlying lawsuit, the settlements, or Olivo's legal representation of MG.

Ward contends that he is shielded from liability as a partner in an LLP and is, therefore, not vicariously liable for the alleged legal malpractice of his former partner, Olivo. He thus argues that MG's complaint against him should be dismissed.

Fasciale, Judge

In addressing whether Ward is shielded from Olivo's alleged malpractice, this Court looks to the statutory language to deter- mine the legislatures intent. When interpreting a statute, words are to be given their ordinary meaning and significance. The plain language of N.J.S.A. 42:1A-18(c) clearly expresses the Legislative intent that the partners of an LLP are shielded from liability for a fellow partner's acts as it states, "An obligation of a partnership incurred while the partnership is [an LLP], whether arising in contract, tort, or otherwise, is solely the obligation of the partnership. A partner is not personally liable, directly, or in- directly, by way of contribution or otherwise, for such an obliga- tion solely by reason of being or so acting as a partner." Without

LLP status, "all partners are liable jointly and severally for all obligations of the partnership. . . ."

Under the UPA, the status of an LLP remains effective until the LLP itself cancels its status, or the LLP's status is revoked by the Department of the Treasury in the event the LLP "fails to file an annual report when due or pay the required filling fee." Since the status of W&O remains an LLP, the court is dismiss- ing the legal malpractice claim asserted by MG against Ward because he is not vicariously liable for the alleged malpractice of his former partner Olivo.

1, Summary

2.Fact and issue