Azarax, Inc. v. Syverson, No. 19-2927 (8th Cir. 2021)
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Azarax filed suit against defendant and his law firm, alleging legal malpractice and breach of fiduciary duty. Azarax claimed that defendant and his firm were negligent in their representation of Convey Mexico and that Azarax had claims against defendant and his firm as a successor by merger to Convey Mexico.
The Eighth Circuit affirmed the district court's dismissal of the complaint and agreed with the district court that Azarax was not a valid successor in interest to Convey Mexico. In this case, the summary judgment record established that the shareholders of Convey Mexico did not unanimously provide written consent for the merger with Azarax Holding, so the merger was not valid. Therefore, Azarax lacked standing to sue defendant and his law firm. The court modified the judgment to dismiss the complaint without prejudice.
Court Description: [Colloton, Author, with Grasz and Stras, Circuit Judges] Civil case - Legal malpractice. The district court did not err in determining that plaintiff was not a valid successor to the Mexican company defendants had represented and that it lacked standing to sue defendants; the record established that the shareholders of the Mexican company did not unanimously provide written consent to the merger with plaintiff, and the merger was not valid.
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