FILED

U.S. COURT OF APPEALS

ELEVENTH CIRCUIT

 SEPTEMBER 22, 2009

THOMAS K. KAHN

CLERK

[DO NOT PUBLISH]

IN THE UNITED STATES COURT OF APPEALS

FOR THE ELEVENTH CIRCUIT

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No. 08-16034

Non-Argument Calendar

________________________

D.C. Docket No. 08-00058-CV-ORL-22,

BKCY No. 03-BK-08035-KSJ

IN RE:

LENTEK INTERNATIONAL, INC.,

Debtor.

_________________________________

MICHAEL MOECKER, as liquidating

trustee for Lentek International, Inc.,

Plaintiff-Appellant,

versus

GREENSPOON, MARDER, HIRSCHFELD, RAFKIN,

ROSS, BERGER & ABRAMS ANTON, P.A., 

GREGORY J. BLODIG,

Defendants-Appellees.

________________________

Appeal from the United States District Court

for the Middle District of Florida

________________________

( September 22, 2009)
Before BARKETT, PRYOR and COX, Circuit Judges.

PER CURIAM:

Michael Moecker (“the Trustee”), the liquidating trustee of Debtor Lentek

International, Inc. (“Lentek” or “theDebtor”), appeals the summary judgment granted

to the law firm of Greenspoon, Marder, Hirschfield, Rafkin, Ross, Berger & Abrams

Anton, P.A. (“Greenspoon”) and Blodig (collectively, “Defendants”) by the

bankruptcy court. Moecker also challenges interlocutory orders of the bankruptcy

court upon which the summary judgment was based. We find no error in the

bankruptcy court’s decisions and affirm the judgment.

I. BACKGROUND

Moecker brought two adversary actions in the bankruptcy court. The first of

these actions sought to recoup from Greenspoon an allegedly fraudulent conveyance

from Lentek for services that allegedly were performed by Greenspoon for Luis

Lentine (a Lentek officer) personally, rather than for the Debtor. The second

adversary action alleged that Greenspoon and Blodig (an attorney at the Greenspoon

firm) had committed malpractice and breached their fiduciary duties to Lentek by

representing both Lentine and Lentek, who had conflicting interests, in a stock

purchase and sale transaction. The bankruptcy court consolidated the actions for

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purposes of resolving the common factual issues, then held an evidentiary hearing on

the question of whether Greenspoon and Blodig represented Lentek. 

At the hearing, Lentine and Durek (Lentek’s CEO at the time of the stock

transaction) testified that they did not believe that Greenspoon or Blodig had

represented Lentek in the transaction at issue. Both men disclaimed hiring an

attorney to represent Lentek for that purpose. Other witnesses, who were not Lentek

officers or directors, testified that they thought Lentek had been represented by

Greenspoon. And, Moecker presented some documentary evidence from which the

inference could be drawn that the Defendants had represented Lentek.

After the hearing, the bankruptcy court issued lengthy Findings of Fact and

Conclusions of Law and a more succinct order that concluded: “The defendants, the

law firm of Greenspoon, Marder, Hirschfeld, Rafkin, Ross, Berger & Abrams Anton,

P.A., and Gregory Blodig, individually, did not establish an attorney-client

relationship with the corporate debtor, Lentek International, Inc.” (R.8-12-9 at 2.) 

Thereafter, Greenspoon and Blodig moved for summary judgment in the second

adversary action. The bankruptcy court granted the motion and entered judgment for

the Defendants.

Moecker appealed to the district court, arguing that the bankruptcy court erred

in finding no attorney-client relationship, and asking that the judgment be vacated. 

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In a comprehensive order that analyzed Moecker’s legal and factual arguments, the

district court affirmed the bankruptcy court in all respects.

Moecker now appeals to this court, challenging the judgment in the second

adversary proceeding and the orders finding no attorney-client relationship upon

which the final judgment was based.

II. ISSUE ON APPEAL AND CONTENTIONS OF THE PARTIES

This appeal presents one question: whether the bankruptcy court correctly

determined that no attorney-client relationship existed between the Debtor and

Defendants. 

Moecker argues, as he did in the district court, that the bankruptcy court erred

by applying an incorrect legal standard to determine whether an attorney-client

relationship wasformed. Specifically, he argues that the bankruptcy court erred when

it held that Florida recognizes only one testfor whether an attorney-clientrelationship

wasformed (namely, the reasonable subjective belief ofthe client that the relationship

had been formed).1

Arguing that there is ambiguity in Florida law regarding the proper test for under what 1

circumstances an attorney-client relationship is formed, Moecker has moved this court to certify

questions to the Florida Supreme Court. We do not perceive the ambiguity Moecker does. And, as

discussed below, even if we did perceive ambiguity, its resolution would not be outcomedeterminative in this case. Therefore, we DENY the motion.

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And, Moecker argues that, even if the bankruptcy court applied the correct

legal standard, it erred by overlooking some evidence and misconstruing other

evidence, committing clear error in the factual findings that led to its conclusion that

no attorney-client relationship existed. To support that argument, Moecker argues

that the evidence demonstrated that, even if the Debtor had a belief that no attorneyclient relationship existed, that belief was not reasonable.

Defendants respond that the bankruptcy court correctly applied the proper test

under Florida law to determine whether an attorney-client relationship existed.

III. STANDARDS OF REVIEW

“As the ‘second court of review of a bankruptcy court’s judgment,’ we

independently examine the factual and legal determinations of the bankruptcy court

and employ the same standards of review as the district court.” In re Int’l Admin.

Servs., Inc., 408 F.3d 689, 698 (11th Cir. 2005) (quoting In re Issac Leaseco, Inc.,

389 F.3d 1205, 1209 (11th Cir. 2004); In re Club Assoc., 951 F.2d 1223, 1228 (11th

Cir. 1992)). “Like the district court, we review the bankruptcy court’s findings offact

for clear error and the court’s conclusions of law and mixed questions of law and fact

de novo.” In re Cox, 493 F.3d 1336, 1340 n.9 (11th Cir. 2007) (citing In re Calvert,

907 F.2d 1069, 1071 (11th Cir.1990)). A factual finding is not clearly erroneous

unless “this court, after reviewing all of the evidence, [is] left with the definite and

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firm conviction that a mistake has been committed.” In re Int’l Admin. Servs., Inc.,

408 F.3d at 698 (citation omitted).

IV. DISCUSSION

We see no merit in Moecker’s arguments. The bankruptcy court correctly

applied existing Florida law to determine whether an attorney-client relationship

exists. As we stated in Jackson v. BellSouth Telecomms., 372 F.3d 1250 (11th Cir.

2004), the test Florida courts have used to determine if an attorney-client relationship

exists is: (1) the putative client consults with an attorney and, subsequently, (2) the

client has a reasonable subjective belief “that he is consulting a lawyer in that

capacity and his manifested intention isto seek professional legal advice.” Id. at 1281

(quoting Bartholomew v. Bartholomew, 611 So. 2d 85, 86 (Fla. Dist. Ct. App. 1992)

(internal quotations, emphasis, and citation omitted)). There is no evidence in the

record that anyone acting on behalf of the Debtor corporation consulted with

Greenspoon orBlodig seeking legal advice for the Debtor. And, the bankruptcy court

found that the weight of the evidence, including the testimony of Lentine and Durek

(the only witnesses who had first-hand knowledge of the intent of the Debtor

corporation) was that the Debtor held no belief that it had an attorney-client

relationship with the Defendants. Having reviewed the record, we are not left with

the definite and firm conviction that a mistake has been committed by the bankruptcy

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court. While there was evidence that the Debtor may have had an attorney-client

relationship with the Defendants, substantial evidence supports the bankruptcy

court’s finding contrary, and we find no clear error. 

Moecker argues that the reasonable subjective belief of the client test should

not be the only test available to determine whether an attorney-client relationship

exists. But, as the bankruptcy court and district court recognized, Moecker cites no

authority for his assertion that, to satisfy the attorney-client relationship element of

a malpractice claim under Florida law, the attorney must only render legal services

to the putative client. In fact, in Jackson, we held to the contrary. Id. at 1281 n.29

(“[I]t is the belief of the putative client and not the lawyer’s actions that determines

whether a lawyer-client relationship has developed.”) (citing Dean v. Dean, 607 So.

2d 494, 496-97 (Fla. Dist. Ct. App. 1992)). Moecker’s alternative argument that a

putative client cannot successfully disclaim an attorney-client relationship unless his

belief that no such relationship existsisreasonable stretches existing Florida law and,

in any event, does not change the outcome of this case. First, it is not clear that

Moecker made this argument in the bankruptcy court. In any event, after considering

testimony and documentary evidence, the bankruptcy court found that Lentine and

Durek, the only representatives of the Debtor, did not believe that the Debtor had an

attorney-client relationship with the Defendants. And, by discussing other evidence

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consistent with Lentine’s and Durek’s testimony (such as the fact that Blodig did not

act asif he represented the corporation in the stock transaction), the bankruptcy court

implicitly found that belief wasreasonable. Sitting in review, the district court found

that the bankruptcy court’s finding was supported by both witness testimony and

other evidence and that, even under the test Moecker proposes, he does not succeed. 

We agree. The evidence supports a finding that the Debtor’s belief that no attorneyclient relationship existed was reasonable.

V. CONCLUSION

For the foregoing reasons, we find no error in the bankruptcy court’s

conclusion that no attorney-client relationship existed between the Debtor and

Defendants and affirm the summary judgment for Greenspoon and Blodig.

AFFIRMED.

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