A legal malpractice action against Schulte Roth & Zabel, linked to one of the firm's partners drafting a postnuptial agreement between a sometimes client of the firm and that man's wife, must be dismissed because there was "no attorney-client relationship" established for the postnuptial agreement work, a state appeals court ruled.

"The course of conduct among the parties demonstrated by the documentary evidence, particularly the repeated communications from defendants [Schulte Roth & Zabel and Schulte partner Susan Frunzi] to plaintiff clearly disclaiming an attorney-client relationship and advising plaintiff and his wife to consult independent counsel, refute plaintiff's general allegations that Frunzi was his attorney in connection with the negotiation and execution of the postnuptial agreement," wrote the Appellate Division, First Department in its dismissal opinion.

The lawsuit against the firm and Frunzi, a New York-based partner who concentrates on estate planning, among other areas, was lodged in March 2018 by Jordan Seaman, who alleged that he incurred millions of dollars in damages based on being misled by Frunzi.

Seaman, whose family is tied to the now-defunct Seaman Furniture Co., claimed in his suit that he and this then-wife, Rebecca Colin, had asked Frunzi in 2014 to prepare an agreement in which he'd contribute to the cost of a new house for his wife.

According to Seaman's complaint and court records, the couple were separated and living in different residences at the time, and Seaman believed that his financial obligations under the agreement would terminate if the couple divorced.

In addition, he allegedly told Frunzi that he didn't want the terms of an existing prenuptial agreement between he and Colin to change.

Seaman further claimed in his lawsuit that he was informed by Frunzi, after he signed the final draft of the postnuptial agreement, that the agreement actually imposed a lifetime financial obligation on him that survived the divorce.

"The lawyer does not inform the husband that the new draft imposes this obligation," Seaman's complaint states at one point, adding, "She does not flag it for him or explain it to him. … The result is that the lawyer duped one of her clients (the husband) in favor of the other (the wife)."

In another related allegation, Seaman said that he learned during later divorce proceedings with Colin that Frunzi had failed to disclose that she personally was an active trustee "of two extremely valuable trusts" for Colin's benefit.

Colin, the daughter of real estate developer Fred Colin, was also a sometimes client of Frunzi's in the past, court records say.

But in affirming Manhattan Supreme Court Justice Robert Kalish's 2018 dismissal of Seaman's malpractice lawsuit, a unanimous First Department panel wrote that "the law is well-established that 'the absence of any attorney-client relationship bars an action for attorney malpractice,'" quoting Cabrera v. Collazo, 115 A.D.3d 147.

In the Oct. 17 opinion, panel Justices Sallie Manzanet-Daniels, Judith Gische, Troy Webber and Peter Moulton further noted that "an unambiguous written agreement can also constitute documentary evidence," and wrote that "documentary evidence, particularly the repeated communications from defendants to plaintiff clearly disclaiming an attorney-client relationship and advising plaintiff and his wife to consult independent counsel, refute plaintiff's general allegations that Frunzi was his attorney in connection with the negotiation and execution of the postnuptial agreement."

Kalish, who dismissed Seaman's lawsuit from the bench after hearing oral arguments regarding dismissal in October 2018, according to a proceedings transcript cited by a 2018 New York Law Journal article, said that Seaman "was repeatedly advised on approximately 11 separate occasions to review the [postnuptial] agreement with his own attorney."

In motion to dismiss-related papers filed by Schulte in the lawsuit, the firm quotes what it calls a "Non-Representation Clause" found in the March 3, 2015, version of the postnuptial agreement.

The quoted language states in part, "Schulte Roth & Zabel LLP did not represent either of the Parties [Seaman or Colin] in connection with the negotiation and preparation of this Agreement."

Later in the clause, it states, "Schulte Roth & Zabel LLP has represented the Parties independently in the past and will continue to represent each of them on personal matters, as they each may do so from time to time."

Illan Maazel, an Emery Celli Brinckerhoff & Abady partner in Manhattan, represented Seaman in the appeal before the First Department, according to the panel's decision. He could not be reached on Friday for comment.

Robert Abrahams, a Manhattan-based of counsel at Schulte, represented the law firm and Frunzi, according to the opinion. He also could not be reached Friday.

Frunzi is considered a top trusts and estates partner at Schulte, and is a member of the firm's executive committee.