Contract – Emails – Amendment

Listen to this article

Where a judge found that a defendant attorney breached a side agreement with the plaintiff, his former law firm partner, the judgment should be upheld despite the defendant’s contention that the side agreement had been amended by a series of email messages.

“The plaintiff, Richard L. Wulsin, and the defendant, Mark F. Murphy, were partners in the law firm of Wulsin & Murphy LLP from 2005 to 2015. Following Murphy’s formal termination of the partnership, Richard filed a single-count complaint against Murphy for breach of contract to recover a debt Murphy had incurred during the first few years of the firm’s operation. Murphy denied owing Richard any obligation under the contract and asserted twenty-two counterclaims and third-party claims against Richard, Richard’s daughter Rachel Wulsin, and a new law firm that Richard and Rachel had formed, Wulsin Law LLP. A Superior Court judge allowed summary judgment in favor of Richard on his contract claim and on all but two of Murphy’s counterclaims. Following a bench trial on those two counterclaims, for breach of fiduciary duty and civil conspiracy, the judge found for Richard on both. Murphy appeals from parts of the summary judgment order and from the judgment after trial. We affirm. …

“In 2005, Richard and Murphy executed a one-page partnership agreement, setting forth the basic financial structure of the firm. The agreement permitted termination of the partnership by either partner at will with thirty days’ written notice to the other. A side agreement executed simultaneously with the partnership agreement guaranteed Murphy a minimum income during the firm’s first two years of operation; if Murphy’s earned fees were less than the guaranteed minimum, Murphy was required to repay the difference to Richard, without interest, ‘no later than December 31, 2015.’ …

“The judge granted summary judgment for Richard on his claim against Murphy under the side agreement, as well as on Murphy’s counterclaims that Richard committed breaches of the partnership agreement and the side agreement and violated the implied covenant of good faith and fair dealing. …

“In response to Richard’s claim that Murphy committed a breach of the side agreement by failing to repay the guaranteed payment amount on or before December 31, 2015, Murphy countered that the parties had amended the side agreement to extend the repayment date for five to ten years and that Richard committed a breach of the amended agreement by demanding payment in January 2016. Whether the side agreement had been amended hinges on a series of e-mail messages (e-mails) that Richard and Murphy exchanged between June 19 and July 1, 2014, with the subject line ‘RE: THE FUTURE’ (‘future’ e-mails). …

“The ‘future’ e-mails do not amend the side agreement. …

Wulsin v. Murphy (Lawyers Weekly No. 81-038-26) (15 pages) (Docket No. 25-P-402) (April 1, 2026).

Click here to read the full text of the opinion.