TITSHAW v. GEER

David Titshaw and his restaurant companies hired lawyers Will Geer and Cohen Pollock Merlin Turner (CPMT) for advice before filing for Chapter 11 bankruptcy, but the bankruptcy went badly and cost the restaurants their franchise agreements. Titshaw sued the lawyers for both legal malpractice (a tort claim) and breach of their written contracts for legal services. Lower courts and the Court of Appeals of Georgia said the malpractice claims were too late under a four-year deadline, and then threw out the breach-of-contract claims too, reasoning they were just 'duplicative' of the time-barred malpractice claims. The Supreme Court of Georgia disagreed with that second step. It held that a breach-of-contract claim for legal services can be governed by a six-year deadline if the broken duty comes directly from the written contract, or a four-year deadline if it stems from an oral or implied promise, and courts must actually apply that test rather than dismiss a contract claim just because it overlaps with a time-barred tort claim. The court sent the case back for the Court of Appeals to redo that analysis.

A claim for breach of a written contract for legal services can be governed by either the six-year limitation period for written contracts (O.C.G.A. § 9-3-24) or the four-year period for oral or implied contracts (O.C.G.A. § 9-3-25), depending on whether the breached duty arises directly from the written contract itself, and it cannot be dismissed merely as duplicative of a time-barred malpractice claim.

The ruling gives clients suing lawyers, accountants, or other professionals under written contracts extra time to sue, up to six years instead of four, when the alleged failure flows directly from the written agreement, changing how malpractice-related contract suits are screened statewide.

Judgments vacated and cases remanded

1. The court applied the framework from Newell Recycling of Atlanta v. Jordan Jones and Goulding, which asks whether the duty allegedly broken grew directly out of a written contract; if so, the six-year statute of limitation for written contracts (O.C.G.A. § 9-3-24) applies, and if the duty comes only from an oral or implied promise, the four-year statute (O.C.G.A. § 9-3-25) applies instead.
2. The court explained that this same written-versus-oral framework, originally used for professional engineering contracts, applies equally to contracts for legal services, so a claim that the lawyers failed to perform duties spelled out in or implied directly from the written retainer agreement can get the longer six-year window.
3. The court reviewed its own prior decisions in Armstrong v. Cuffie and Coe v. Proskauer Rose, explaining that language in those cases suggesting all legal-malpractice-related contract claims automatically get only four years was just background dicta, not a firm rule, so it does not conflict with applying the Newell Recycling test here.
4. The court rejected the Court of Appeals' reasoning that a contract claim must be dismissed as 'duplicative' whenever it rests on the same underlying conduct as a time-barred malpractice claim, holding that Georgia law lets plaintiffs pursue different legal theories with different elements from the same facts, and that one claim being time-barred does not automatically bar a related claim.
5. The court concluded that on a motion to dismiss, a judge must first decide which statute of limitation actually applies to the contract claim under the Newell Recycling test, and only dismiss the claim as untimely if it is certain the plaintiff cannot show the claim was filed within whichever period applies, a standard the Court of Appeals failed to apply.

• legal malpractice
• statute of limitations
• breach of contract
• bankruptcy advice
• attorney liability