Bit Parts

The U.S. District Court for the Middle District of North Carolina decided that the sellers of a music company weren't third-party beneficiaries of advice given by the buyer's attorney to the buyer. Pearson v. Gardere Wynne Sewell LLP. Curtis and Robert Pearson sued the attorneys for Brooks Mays Music Co. over the latter's purchase of Curtis B. Pearson Music. The Pearsons claimed they were unaware the purchase agreement contained a clause stating that installment payments to the sellers “would terminate in the event such person [the Pearsons] ceases to be employed by [Brook Mays].” Dismissing the Pearsons' suit, District Judge James A. Beaty Jr. noted, among other things, that in “attempting to hold opposing counsel liable for actions taken during an arms-length business transaction ' Plaintiffs have not submitted any evidence that the express language of the professional services contract between Brook Mays and its attorneys includes any express language indicating any intent to directly benefit Plaintiffs.” Judge Beaty then ruled on the Pearsons' claim for fraud, “there exists no evidence of any intent to hide the Purchase Agreement from Plaintiffs or otherwise impair Plaintiffs' access to the Purchase Agreement at any time.” The district court also found for the Brooks Mays lawyers on the Pearson's claim of negligent misrepresentation. Judge Beaty observed: “Plaintiffs understood that Defendants represented only the interests of Brook Mays, and that Plaintiffs had their own independent counsel to review the drafted documents throughout the transaction.”