072220P.pdf   01/15/2009  Brian Leonard  v.  Dorsey & Whitney LLP
   U.S. Court of Appeals Case No:  07-2220
                          and No:  07-2242
                          and No:  07-2258
                          and No:  07-2260
                          and No:  07-2261
   U.S. District Court for the District of Minnesota - Minneapolis   
   [PUBLISHED] [Shepherd, Author, with Murphy and Colloton, Circuit Judges]
   Civil case - Bankruptcy. Court had jurisdiction to hear this appeal from
   the district court's judgment in a bankruptcy matter because the district
   court's order is a final order that ended the litigation brought by plaintiff
   Bremer and left nothing more for the district court to do but execute the
   judgment; although the Minnesota Supreme Court has not directly
   addressed the nature of a participating bank's rights under a participation
   agreement, its decision in McIntosh County Bank v. Dorsey & Whitney,
   LLP, 745 N.W.2d 538 (Minn. 2008), describes the participation as arm's
   length dealing and emphasizes the participant's duty to rely on their own
   independent evaluation of the loans; this view is consistent with the
   commonly understood view of these transactions, and the court predicts
   that Minnesota law would hold plaintiff Bremer to the marketplace
   standards of vigilance and independent inspection and would not grant it
   any protection beyond the express terms of the participation agreement;
   as a result, the district court erred in concluding that there was a third-
   party beneficiary relationship between Bremer and Dorsey; Bremer's
   relationship with debtor, Dorsey's client, did not grant it standing to sue
   Dorsey for legal malpractice or breach of contract and Bremer's claim for
   legal malpractice in connection with Dorsey's action in advising its client
   should have been dismissed; on the trustee's claims, the bankruptcy court
   erred as a matter of law in finding Dorsey breached its fiduciary duty to
   the debtor by representing it in Bremer's state court lawsuit; the court
   predicts that the Minnesota Supreme Court would not hold a lawyer liable
   for failure to disclose a possible malpractice claim unless the potential
   claim creates a conflict of interest that would disqualify a lawyer from
   representing the client, and Dorsey's representation of debtor in the
   "President" litigation was not a breach of fiduciary duty. Judge Colloton,
   dissenting on the ground that the appeal must be dismissed for lack of
   jurisdiction.