UNITED STATES COURT OF APPEALS 

FOR THE TENTH CIRCUIT 

_________________________________ 

ROBERT D. ORR, 

 Plaintiff - Appellant, 

v. 

HUSCH BLACKWELL, LLP; DOUGLAS 

J. SCHMIDT; JOHN J. CRUCIANI, 

 Defendants - Appellees. 

No. 17-3214 

(D.C. No. 2:16-CV-02694-CM-GLR) 

(D. Kan.) 

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ORDER AND JUDGMENT*

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Before MORITZ, McKAY, and KELLY, Circuit Judges. 

_________________________________ 

Robert D. Orr, proceeding pro se, appeals the district court’s dismissal of his 

malpractice claims against Husch Blackwell, LLP, Douglas J. Schmidt, and John J. 

Cruciani (collectively, “Husch”). We exercise jurisdiction under 28 U.S.C. § 1291 

and affirm. 

 *

 After examining the briefs and appellate record, this panel has determined 

unanimously that oral argument would not materially assist in the determination of 

this appeal. See Fed. R. App. P. 34(a)(2); 10th Cir. R. 34.1(G). The case is therefore 

ordered submitted without oral argument. This order and judgment is not binding 

precedent, except under the doctrines of law of the case, res judicata, and collateral 

estoppel. It may be cited, however, for its persuasive value consistent with 

Fed. R. App. P. 32.1 and 10th Cir. R. 32.1. 

FILED 

United States Court of Appeals 

Tenth Circuit 

April 12, 2018

Elisabeth A. Shumaker 

Clerk of Court
2 

I. Background 

 Mr. Orr was an officer and shareholder of Brooke Corporation and Brooke 

Capital Corporation (collectively, “Brooke”), public corporations in the insurance 

agency franchise business. In September 2008, Mr. Orr, Brooke, and several 

affiliated companies were sued for fraudulent conduct and other charges in the 

United States District Court for the District of Kansas. The court appointed a special 

master to manage the companies, and the special master hired Husch as counsel. 

Mr. Orr objected numerous times to the special master’s business decisions, in 

particular the decision to cease franchise support activities. After Brooke filed for 

bankruptcy under Chapter 11, the special master became the Chapter 11 trustee for 

the Brooke bankruptcy estate. Husch was counsel for the trustee. The Chapter 11 

bankruptcy was later converted to a Chapter 7 bankruptcy, and the trustee’s 

appointment ended. 

In August 2010, Mr. Orr unsuccessfully sued the special master. Orr v. 

Riederer, No. 10-1303-CM, 2012 WL 2583393 (D. Kan. July 3, 2012). 

 In October 2016, Mr. Orr sued Husch for its representation of the special 

master and the Chapter 11 trustee. The gist of his initial claims is that Husch’s 

alleged misconduct caused Brooke’s financial collapse. After Husch filed a motion 

to dismiss, Mr. Orr added claims based on the theory that he sustained additional 

damages as a result of Husch’s alleged misconduct. Husch then supplemented its 

motion to dismiss. After the motion was fully briefed, the district court dismissed all 

of Mr. Orr’s claims, concluding that he lacked standing; that his claims were barred 
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by res judicata, judicial estoppel, and the applicable statute of limitations; and that he 

failed to state a claim. As pertinent to this appeal, the court ruled, “If Husch 

committed any torts arising out of its representation of the Special Master or Chapter 

11 Trustee, they were against Brooke or the bankruptcy estate and the cause of action 

lies with Brooke or the Trustee.” R., Vol. 4, at 134. Because Mr. Orr did not 

establish that he had either a distinct and disproportionate injury or a contractual 

relationship with Husch, the court determined that he lacked standing to bring such 

claims. 

 Mr. Orr challenges the dismissal of only four of his malpractice claims against 

Husch. We affirm on the ground that Mr. Orr lacks standing to bring these claims, 

and therefore we do not address his other arguments. 

II. Analysis 

We review de novo whether Mr. Orr has standing. See Bixler v. Foster, 

596 F.3d 751, 756 (10th Cir. 2010). Because Mr. Orr is proceeding pro se, we 

liberally construe his pleadings. See Garrett v. Selby Connor Maddux & Janer, 

425 F.3d 836, 840 (10th Cir. 2005). But pro se parties must follow the same rules of 

procedure that govern other litigants, and we will not take on the responsibility of 

constructing arguments and searching the record on Mr. Orr’s behalf. See id.

 “[C]onduct which harms a corporation confers standing on the corporation, not 

its shareholders.” Bixler, 596 F.3d at 756. “A shareholder may only litigate as an 

individual if the wrong to the corporation inflicts a distinct and disproportionate 

injury on the shareholder, or if the action involves a contractual right of the 
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shareholder which exists independently of any right of the corporation.” Lightner v. 

Lightner, 266 P.3d 539, 546 (Kan. Ct. App. 2011) (internal quotation marks omitted). 

Orr disavows that he is making any derivative claims, see Opening Br. at 61, so we 

analyze his claims under the requirements for bringing direct actions. “Direct actions 

by a shareholder against officers or directors of a corporation are generally reserved 

for injuries affecting the individual legal rights of that shareholder.” Lightner, 

266 P.3d at 545. Thus, Mr. Orr must show that he “has suffered an injury that is not 

dependent on an injury to the corporation.” Id. (internal quotation marks omitted). 

Mr. Orr has not shown he can meet the requirements for bringing an individual 

action against Husch. Even if Husch caused Brooke’s bankruptcy and Brooke has 

potential causes of action against Husch for malpractice, as Mr. Orr alleges, his own 

claims are inextricably linked to Brooke and cannot exist independently of any rights 

of the corporations. He has not shown either a distinct disproportionate injury from 

Husch’s alleged conduct or a contractual relationship that would confer standing on 

him. Although he claims to have consented to the appointment of the special master 

and the Chapter 11 trustee, such actions undertaken as an officer of Brooke do not 

establish a contractual relationship between Husch and Mr. Orr individually. 

Accordingly, he does not have standing to pursue these malpractice claims against 

Husch. 
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III. Conclusion 

 We affirm the district court’s judgment of dismissal and deny Husch’s motion 

for summary affirmance as moot. 

Entered for the Court 

Monroe G. McKay 

Circuit Judge