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.)

________________ _________________ ORDER AND JUDGMENT *

________________ _________________ Before MORITZ , McKAY , and KELLY , Circuit Judges.

________________ _________________ Robert D. Orr, proceeding pro se, appeal s the district court’s dismissal of his malpractice claims ag ainst Husch Blackwell, LLP, Dougl as 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, th is panel has determined unanimously that oral argument would not ma terially 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 This order and judgment is not binding precedent, except under the doctr ines of law of the case, res judicata, and collateral estoppel. It may be cite d, however, for its persuasi ve 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 Court2 I. Background Mr. Orr was an officer and shareholde r of Brooke Corpor ation and Brooke Capital Corporation (collectively, “Brooke ”), public corporations in the insurance agency franchise business. In Septem ber 2008, Mr. Orr, Brooke, and several affiliated companies were sued for fraudulent conduct a nd other charges in the United States District Court for the District of Kansas. The cour t appointed a special master to manage the compan ies, and the special master hired Husch as counsel. Mr. Orr objected numerous times to the sp ecial master’s busin ess decisions, in particular the decision to cease franchise support activities. After Brooke filed for bankruptcy under Chapter 11, the special ma ster became the Chap ter 11 trustee for the Brooke bankruptcy estate. Husch was c ounsel for the trustee. The Chapter 11 bankruptcy was later converted to a Ch apter 7 bankruptcy, and the trustee’s appointment ended. In August 2010, Mr. Orr unsuccessf ully sued the sp ecial master. Orr v. Riederer , No. 10-1303-CM, 2012 WL 258339 3 (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 clai ms 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; th at his claims were barred3 by res judicata, judicial estoppe l, 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 repres entation of the Special Master or Chapter 11 Trustee, they were agains t Brooke or the bankruptcy es tate 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 disproportiona te injury or a contractual relationship with Husch, the court determined that he lacked st anding to bring such claims. Mr. Orr challenges the dismissal of only four of his malprac tice claims against Husch. We affirm on the ground that Mr. Orr lacks standing to bring these claims, and therefore we do not a ddress his other arguments. II. Analysis We review de novo whethe r Mr. Orr has standing. See Bixler v. Foster , 596 F.3d 751, 756 (10th Ci r. 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 conf ers standing on the corporation, not its shareholders.” Bixler , 596 F.3d at 756. “A share holder may only litigate as an individual if the wrong to the corporation inflicts a distinct and disproportionate injury on the shareholder, or if the act ion involves a contractual right of the4 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 ma king any derivative claims, see Opening Br. at 61, so we analyze his claims under the requirements for bringing direct acti ons. “Direct actions by a shareholder against officers or director s of a corporation ar e 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 suffe red 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 bri nging 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 an d cannot exist independently of any rights of the corporations. He ha s 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 appoin tment of the special master and the Chapter 11 trustee, such actions undertaken as an officer of Brooke do not establish a contractual re lationship between Husch a nd Mr. Orr individually. Accordingly, he does not have standing to pursue these malprac tice claims against Husch.5 III. Conclusion We affirm the district court’s judgmen t of dismissal and deny Husch’s motion for summary affirmance as moot.

Entered for the Court
Monroe G. McKay Circuit Judge