Day v. Sidley & Austin,

394 F.Supp. 986 (1975), cert. denied, 431 U.S. 908 (1977)

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Nature of the Case

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Facts

Day (P) joined Sidley & Austin (D) in 1938. His legal career was interrupted by WWII and his appointment as Post Master General. P was never a member of the executive committee but was a senior underwriting partner that entitled him to a certain percentage of the firm's profits and the privilege to vote on certain matters specified in the partnership agreement. A merger by the executive committee was considered, and those not on the committee found out about it on July 17, 1972. A voice tally indicated all were in favor of the merger including P with the understanding that any proposed agreement would be submitted to all partners for consideration before any binding agreements were made. The merger was approved, and because of local changes in D.C., P resigned from the firm. P contended that he had a contractual right to remain the sole chairman of the D.C. office. According to P, the decision to appoint cochairman was made prior to the merger and D's concealment of that decision was a material omission. P also alleged that there were active misrepresentations regarding the merger in that; no D partner would be worse off, that two senior partners at Liebman would soon be leaving the law practice, that the merged firm would drop representation of a certain Liebman client that would conflict with D's clients, that all aspects of the merger had been exhaustively investigated, and that there were good sound and objective reasons for the merger. P sued and D moved for summary judgment.