Business Divorce (Tampa edition)
Messy split pits a former Tampa-based law partner against Miami's Quintairos, Prieto, Wood & Boyer PA.
By David R. Corder
Something went terribly wrong this fall at Quintairos, McCumber Prieto, Wood & Boyer PA. Disagreements erupted between the shareholders at the Miami-based law firm, with Tampa shareholder Andrew R. McCumber splitting off to form his own firm. But the split - like a common divorce - became messy. Each side hurled accusations that materialized first in state court and then evolved recently into a federal court action.
"It's the breakup of a law firm," says Tampa attorney Michael Addison, who represents McCumber and his newly formed Tampa law firm of McCumber, Inclan, Daniels, Valdez, Buntz & Ferrera PA. "It's kind of like a divorce. In a real divorce, they argue about who gets to see the kids. In this kind of divorce, they argue about who gets to keep the money. So passions run high in a business like a law practice with law partners.
"Fortunately, most law firm breakups don't end up in litigation cause lawyers are too smart to get in the lawsuit business," he says. "And suing each other doesn't necessarily solve problems."
The fracture emerged publicly in early October when McCumber filed a petition for involuntary dissolution of the Miami law firm and sought injunctive relief in the 13th Judicial Circuit. Because the principals could no longer agree on the law firm's operations, he wanted the Tampa court to oversee the valuation and sale of the 200 shares or 20% of private stock he owned in the Miami law firm.
In response, the newly reorganized law firm of Quintairos, Prieto, Wood & Boyer PA. filed a counterclaim. The Miami law firm accused McCumber of breach of fiduciary duty and tortious interference with the firm's business. It asked the court to intercede and allow the law firm to regain control of its business and resources. It also sought injunctive relief against his newly formed Tampa law firm.
"It's a situation where two sides of a law firm that had about 50 (employees) were going to get rid of one of the members, George Quintairos," McCumber says. "Once the two sides couldn't decide how to govern themselves in the future, we decided to form two firms."
At a hearing for cross motions on the state court injunction, the two law firms reached a temporary settlement agreement. The Miami law firm agreed to advance a payment of $750,000 to McCumber toward the total value of his shares. The Tampa law firm agreed to assume the lease on the Miami law firm's Tampa office at 5102 W. Laurel St. Employees who joined the new Tampa law firm also would vacate the Miami law firm's Jacksonville and Orlando offices.
The settlement agreement also gave the Miami law firm ownership rights on "equipment, furniture and non-fixtures" and specifically described "any copier or laser printer or other fax machines." However, the agreement did not specifically describe a Citrix computer server and a Windows NT e-mail and document server - equipment that would become central to the federal court dispute.
The two sides then agreed to mediate all other differences, with McCumber voluntarily dismissing the state court action against the Miami law firm.
As the dissolution proceeded, however, McCumber says a strange turn of events occurred. George Quintairos rejoined the Miami law firm. That's when he says his former partners decided to freeze him out.
"The idea with the settlement agreement in lieu of the dissolution agreement, from my perspective, was to sit down and divide up the assets of the firm," McCumber says. "As they decided to make competition out of it, and freeze me out of servicing the clients committed to me, everything changed a little bit.
"As part of the settlement agreement, they were to turn over all the (law firm's) valuation records," he adds. "That's what is at issue here: Dividing up the firm so it's not disruptive to the client. They decided they were not going to give me any of that information and adhere to all the terms of the settlement agreement."
But the Miami law firm spins a slightly different tale, according to the federal complaint Tampa attorney Andrew Albritton of Holland & Knight LLP filed Dec. 3 on its behalf in the Tampa division of the U.S. District Court.
Even after the temporary settlement, the Miami law firm claims McCumber and the Tampa law firm continued to interfere in the Miami law firm's business matters and refused to relinquish control over the office equipment, federal court documents show. Only this time the Miami law firm accuses McCumber, the law firm's employees or its agents of breaking into the password-protected e-mail and document server, illegally copying computer software and confidential law firm data and then erasing all software and data from the server.
That is a false claim, McCumber argues. "They decided to put a different interpretation on the settlement after we reached it," he says. "Then they showed up to demand we turn over the servers to disable our ability to serve our clients."
The federal complaint also claims McCumber, a nursing home and medical malpractice litigator, approached employees of the Miami law firm in September about joining him in a new law firm venture. Then he purportedly disclosed internal and confidential financial information to certain employees as an inducement to encourage them to join the Tampa law firm.
McCumber disputes that allegation. "That's all inaccurate," he says.
On Sept. 29, McCumber advised principals of the Miami law firm he intended to form his own firm and advised them that most of the staff at the firm's Tampa, Orlando and Jacksonville offices would join him in his new venture. In addition to those markets, the Miami law firm still maintains a presence in Fort Lauderdale, Tallahassee and Jackson, Miss.
Although attorneys often take existing clients to new law firms, the federal complaint claims McCumber's new firm embarked on a campaign in early October to recruit the Miami law firm's existing clients. It was around that time the Miami law firm obtained the Tampa law firm's new letterhead, which listed as its own the Miami law firm's offices in Tampa, Orlando and Jacksonville.
In explaining McCumber's action, the Miami law firm claims he orchestrated the campaign of interference as part of a plan to subvert the orderly valuation of his shares and payout over a period of several months to obtain greater value.
In the meantime, the Miami law firm claims McCumber and other employees of the Tampa law firm misrepresented themselves as still affiliated with the Miami law firm.
McCumber denies all of those allegations. "It's frustrating," he says. "The firm remaining in Tampa is strong and has the vast majority of clients, which has left them frustrated.
"We were just going to divide it - Miami and Tampa," he adds. "You would expect the Hillsborough area clients would go with the Hillsborough faction. To some extent, that's the way it would be. We think our clients think well of us, and we didn't think they would mind going with us."