Baker Botts, L.L.P. v. Cailloux, 224 S.W.3d 723 (Tex. App.—San Antonio 2007, pet. denied).
Husband and Wife hired Law Firm to plan their estate valued at more
than $100 million. Husband died before completion of this plan. On the
advice of Law Firm, Wife disclaimed her right to her share of Husband’s
community property resulting in this property vesting in charities
Husband had designed in his will. Over six years later and after Wife
had become incapacitated, Son sued Law Firm for breach of fiduciary duty
relative to Wife’s execution of the disclaimer claiming that Law Firm
and Bank did not fully and fairly disclosure the impact of the
disclaimer. The jury found that Law Firm, Bank, and the attorneys had
breached their fiduciary duties but that Wife had no damages.
Nonetheless, the court created a “equitable trust” for $65.5 million
which was to be funded by Law Firm and Bank. Law Firm and Bank appealed.
The appellate court reversed. The court carefully examined the conduct
of Law Firm, Bank, and the individual attorneys involved. The court
recognized the potential conflicts of interest between the parties
(personal representative of Husband’s estate and the beneficiaries) but
agreed with Law Firm and Bank that they had adequately notified the
parties of the conflicts and that the parties had consented to the joint
representation. The court said that there was no evidence that any of
the alleged breaches of duty caused Wife’s disclaimer.
The court also held that even if Law Firm and Bank had breached their
duties, the trial court abused its discretion in imposing an “equitable
trust.” The court treated this remedy as a constructive trust and
explained that the requirements of a constructive trust had not been
proved. For example, there was no evidence that Law Firm or Bank held
legal title to any of the assets that Wife disclaimed. In addition, this
trust would have placed Wife in a better position than if Wife had not
executed the disclaimer.
Moral: Great care must be taken when representing parties with potential
conflicts of interest, such as a personal representative and the
beneficiaries. Even when the attorneys involved have the parties sign
comprehensive consents, the possibility of litigation, especially by
subsequent representatives of the parties, still exists.