Despite its alternate legal structure in California, Buchanan Ingersoll & Rooney is insisting that its lawsuit against three of its former lawyers in the Golden State should be litigated in Pennsylvania.
Buchanan Ingersoll filed a response to the lawyers’ motion to dismiss last week in the Western District of Pennsylvania, disputing Keith Solar, Robert Parks and Robert Edmunds’ claims that the firm filed the complaint in anticipation of their own litigation, in an attempt to bring the dispute to a more favorable forum. The lawyers had argued that they worked for Buchanan Ingersoll & Rooney LLP, the firm’s partnership designation in California.
But in the firm’s response, Buchanan Ingersoll countered that Solar, Parks and Edmunds are “determined to have this case heard in California.” The firm contended that the lawyers’ employment agreement was with Buchanan Ingersoll & Rooney P.C., as it is organized under Pennsylvania law.
The law firm also argued that the defendants, former Buchanan Ingersoll partners, gave no warning that they would file suit on a specific date. Instead, they sent demand letters to their former firm, and rejected Buchanan Ingersoll’s counter-offers.
“Because BIR PC was unaware that suit by defendants was imminent, BIR PC’s conduct in filing this action was neither anticipatory nor a bad faith attempt to forum shop,” the law firm’s response filing said.
Solar and Parks were partners in Buchanan Ingersoll’s San Diego office, and Edmunds was of counsel, when all three resigned in May to form their own firm. Afterward, they sought payment for unused vacation time. After denying the lawyers’ requests, Buchanan Ingersoll filed a declaratory judgment action against them in August in Pittsburgh federal court.
In their motion to dismiss, the lawyers argued they are entitled to repayment under California law. They said the firm engaged in settlement talks with Solar, Parks and Edmunds before filing the action. But in the midst of that process, the motion said, the firm “stealthily” filed a complaint instead of making an equitable offer to the lawyers.
The firm, in its complaint, said the three lawyers signed employment agreements that said they would not receive payment for unused vacation time once they left the firm, and alleged that the lawyers regularly took time off without recording it.
The firm filed the lawsuit as Buchanan Ingersoll & Rooney P.C. But the lawyers argued that they worked for the law firm’s California-registered limited liability partnership, Buchanan Ingersoll & Rooney LLP, rather than the Pennsylvania-based professional corporation. The limited liability partnership was created because of a California State Bar rule that requires shareholders of a corporation providing legal services to sign personal guarantees against professional malpractice, the motion said. In California, the lawyers said, Buchanan Ingersoll only operates as an LLP.
Arthur Stroyd Jr. of Del Sole Cavanaugh Stroyd in Pittsburgh is representing the defendant lawyers, and did not immediately respond to a call seeking comment.