Alters Firm Says Former Shareholder Relinquished Stock

, Daily Business Review


Jeremy W. Alters
Jeremy W. Alters

Prominent Miami attorney Jeremy Alters did not appear to make much headway Monday in persuading the Third District Court of Appeal he should get another shot at proving a former law partner is not entitled to a share of the firm.

The Alters Law Firm was sued in 2011 by Robert B. Brown III, now with Whitfield Bryson & Mason in Coral Gables. While with Alters, Brown was involved in Chinese drywall product liability litigation.

Miami-Dade Circuit Judge Diane Ward dismissed the case in Brown's favor in 2012 and denied Alters' motion for rehearing in April 2013, stating: "Brown's resignation from the defendant law firm did not change his status as a shareholder. There is no record evidence ... that at any time (Brown) relinquished his shares of stock."

Alters appealed.

Arguing for him, attorney Lauri Waldman Ross of Ross & Girten in Miami claimed Brown relinquished his shares when he did not object to a change in his schedule K-1 form, a federal profit-loss tax document used in partnerships.

Ross said Brown received a K-1 in 2009 that showed a profit at the firm. He was allocated earnings based on his 10 percent share. But in 2010, he was sent a K-1 that decreased his interest to 4.1 percent based on his June 30, 2010, departure from the firm. In addition, the 2010 K-1 showed a loss.

Ross argued that because Brown did not protest the changes in the K-1, by implication he relinquished his shares.

The Alters Law Firm had no shareholder agreement with Brown.

The Third District panel of Judges Barbara Lagoa, Vance Salter and Thomas Logue repeatedly came back to that.

"And yet, lawyers are still not writing shareholder agreements," Logue observed.

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