PNC Multifamily Capital Institutional Fund XXVI Limited Partnership, et al. v. Bluff City Community Development Corporation, et al.

This is an appeal from the grant of a Tennessee Rule of Civil Procedure 12.02(6) motion to dismiss in favor of Appellees, an attorney, her professional limited liability company (“PLLC”), a title company, and a law firm. As to the law firm, the trial court found that the causes of action, if any, sounded in legal malpractice and were barred by the applicable one-year statute of limitations found at Tennessee Code Annotated Section 28-3-104(a)(2). As to the attorney, the PLLC, and the title company, the trial court found that any causes of action alleged against these Appellees sounded in tort and were claims for unliquidated damages; thus the court held that it lacked jurisdiction under Tennessee Code Annotated Section 16-11-102. After reviewing the Complaint, we conclude that: (1) the trial court did not apply the discovery rule in reaching its conclusion that Appellants’ claims that sound in legal malpractice are barred by the statute of limitations; (2) applying the discovery rule, there is nothing in the pleadings from which to infer that the Appellants’ knowledge of breach or  misappropriation on the part of the general partner also means that Appellants knew, or should have known, about any wrongdoing on the part of the law firm, the PLLC, and the attorney; (3) therefore, any claims sounding in legal malpractice, against the law firm, the attorney, and her PLLC, survive the motion to dismiss; however, because there was no attorney-client relationship between the Appellants and the title company, claims for legal malpractice cannot lie against the title company; (4) many of the claims against the law firm, the PLLC, and the title company that sound in tort are not sufficiently pled under Tennessee Rule of Civil Procedure 8.01 or, where they sound in fraud, are not pled with particularity as required by Tennessee Rule of Civil Procedure 9.02; these claims were properly dismissed with the following exceptions: (a) the Complaint does sufficiently plead a cause of action for aiding and abetting the breach of a fiduciary duty against the title company, the law firm, the attorney, and her PLLC; to the extent that the alleged aiding and abetting was the result of a plan or design by the Appellees, conspiracy may also lie for that tort; (b) the Complaint does sufficiently plead causes of action for misappropriation or conversion and conspiracy against the Appellee attorney, individually, but not against the law firm, the title company, or the PLLC (due to lack of particularity in the pleadings as to these Appellees); (5) because the amounts of the alleged misappropriations are known, the damages sought are not all unliquidated; therefore, the chancery court has jurisdiction. Reversed in part, affirmed in part, and remanded.