Such abuse happens more often than attorneys care to admit. Sometimes it is death by a tenth of an hour at a time. Other times, a law firm will blatantly violate its obligations for reasons ranging from friendship to greed.
Orbian Corp. v. Burns & Levinson: That Is NOT What Friends Are For
In December 2024, Orbian Corporation Limited, a London-based supply chain finance provider, filed a legal malpractice and fiduciary breach lawsuit against a Boston law firm and its former partner, Josef Volman. The complaint paints a picture of alleged betrayal by trusted legal advisors and centers on a controversial agreement that could cost Orbian millions of dollars.
At the heart of the dispute is a Restated Participation Agreement (RPA) drafted in 2020, which entitled Orbian’s then-General Counsel, James Houston, to a payout equal to approximately 4% of the company’s value upon a qualifying transaction. Orbian alleges that Volman, a longtime friend of Houston, secretly advised him on the RPA while purporting to represent Orbian’s interests—creating a glaring conflict of interest.
According to the complaint, Houston approached Volman and his firm in March 2020 to help craft the RPA, seeking personal compensation for his contributions to the company. The firm allegedly engaged in covert communications with Houston, strategizing behind the back of Orbian’s Chairman. Volman is accused of submitting fraudulent timesheets and billing Orbian for time spent advising Houston in ways that directly conflicted with the company’s interests.
The complaint further asserts that Volman failed to disclose his personal relationship with Houston or the biased instructions he received. When Orbian formally retained Volman’s law firm to review the RPA in April 2020, Volman allegedly conducted a superficial review, ignored red flags, and failed to include basic protections for the company. As a result, the RPA lacked provisions that would allow Orbian to void Houston’s payout in the event of misconduct.
This omission proved costly. Orbian later terminated Houston for cause in July 2023, citing a pattern of abusive behavior, policy violations, and insubordination. Despite this, the RPA remained enforceable, potentially obligating Orbian to reward Houston with a multimillion-dollar windfall. Compounding the damage, Houston used the RPA to secure an $800,000 loan from Orbian—money he has since refused to repay.
The lawsuit accuses Volman and his law firm of legal malpractice, breach of fiduciary duty, and breach of contract by arguing that their actions fell far below professional standards. Orbian claims the defendants prioritized their relationship with Houston over their duty to the company, failed to obtain informed conflict waivers, and misled Orbian’s leadership about the nature of their legal advice.
Iannone v. Peterson & Prophet: Marcia! Marcia! Marcia!
This case stems from a family real‐estate partnership composed of two branches of the same clan. On paper, the law firm of Peterson & Prophet represented the partnership as a single entity. But the plaintiffs allege the firm was quietly coaching one set of siblings against the other. When the majority faction moved to oust its cousins through litigation, Peterson & Prophet was there—drafting motions, shaping strategy, and advising the dominant partners, all the while billing the partnership for “neutral” advice.
When the minority members sued for legal malpractice and breach of fiduciary duty, Peterson & Prophet answered with a motion to dismiss. The firm argued that it owed no direct duty to the plaintiffs—only to the partnership itself—and that absent any privity between the firm and the disgruntled siblings, the claims must fall. The court disagreed.
In a terse but pointed opinion, the Judge held that the allegations, if proven, could establish more than garden‐variety negligence. Secretly steering one faction’s maneuvers against the other crossed the line from zealous advocacy into intentional misconduct. By cloaking their allegiance to the majority in the guise of entity representation, the lawyers allegedly facilitated a freeze‐out of minority partners—exactly the kind of “fraud, collusion, and malicious acts” that New York courts have deemed sufficient to pierce the privity barrier in malpractice actions.
The decision allowed the lawsuit to move forward, reminding practitioners that the duty of undivided loyalty is not a hollow formality. Representing a corporation or partnership does not grant lawyers permission to favor insiders at the expense of excluded stakeholders. When legal counsel morphs into a strategic ally for some but not all, the attorney risks turning legal advice into a weapon—and courts will call foul.
Iannone underscores that a firm’s allegiance runs to the entity as a whole, not to individual power brokers who happen to sit in the boardroom. When hidden alliances corrupt that duty, attorneys can find themselves facing claims not only from their direct clients but also from non-clients who were injured by the breach.
David Seidman is the principal and founder of Seidman Law Group, LLC. He serves as outside general counsel for companies, which requires him to consider a diverse range of corporate, dispute resolution and avoidance, contract drafting and negotiation, and other issues. In particular, he has a significant amount of experience in hospitality law by representing third party management companies, owners, and developers.
He can be reached at david@seidmanlawgroup.com or 312-399-7390.
This blog post is not legal advice. Please consult an experienced attorney to assist with your legal issues.
Photo credit: Pickpocket
