Florida Fourth DCA Clarifies Limits of Attorney Liability in Third-Party Opinion Letters

JD Supra Finance & Banking

Filed March 31st, 2026

Detected April 1st, 2026

Summary

The Florida Fourth District Court of Appeal affirmed that attorneys who prepare opinion letters for borrowers in arm's-length commercial transactions do not owe a duty of care to the lender, even when the letter contains language permitting lender reliance. The court upheld summary judgment for the attorney defendant against a $9 million negligence and breach of fiduciary duty claim arising from a $7.5 million auto dealership loan. This decision expands prior precedent and provides clarity on third-party opinion letter liability.

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What changed

The Florida Fourth DCA affirmed that an attorney who issues an opinion letter on behalf of borrowers in an arm's-length commercial transaction owes no duty to the lender, even when the letter expressly states the lender may rely on its representations. In this case, the defendant attorney issued an opinion letter for a $7.5 million loan to ultra-luxury auto dealership operators, with the claimant lender demanding $9 million in damages after the borrowers defaulted. The court rejected the claimant's argument that reliance language in the opinion letter created a duty of care, holding that in arm's-length transactions, parties and their counsel have no obligation to act for the benefit of the opposing party—any reliance is a calculated business risk without legal recourse.

Attorneys issuing third-party opinion letters should note that while they can include reliance language, this does not create a legal duty to non-clients in arm's-length transactions. Lenders and financial institutions should understand that they cannot pursue negligence or breach of fiduciary duty claims against opposing counsel based solely on opinion letters and must conduct their own due diligence. This decision is instructive for structuring commercial loan transactions and managing expectations around opinion letter protections.

What to do next

Update internal reliance policies for third-party opinion letters to reflect that reliance language does not create a legal duty
Include appropriate indemnification provisions directly in loan agreements with borrowers rather than relying on opinion letters
Conduct independent due diligence on loan collateral and borrower representations rather than relying solely on attorney opinion letters

Source document (simplified)

March 31, 2026

Florida Fourth DCA Clarifies Limits of Attorney Liability in Third‑Party Opinion Letters

Jonathan Kanov Marshall Dennehey + Follow Contact LinkedIn Facebook X Send Embed

The Florida Fourth District Court of Appeal recently affirmed that an attorney who prepares an opinion letter on behalf of the borrowers for the benefit of the lender in an arms-length transaction does not owe a duty to the lender. In this case, a $7.5 million loan was issued to the operators of ultra-luxury auto dealerships, and its cars, such as a 2019 McLaren Senna, were used as collateral for the loan.

The defendant issued an opinion letter on behalf of the borrowers, which was required by the claimant as a condition for funding the loan. The opinion letter contained representations based on the loan documents, such as that the borrowers had no known pending or threatened claims, no other encumbrances, and that claimant would have a valid security interest in the autos used as collateral. After the borrowers defaulted on the loan, claims for negligence and breach of fiduciary duty were brought against the defendant for alleged misrepresentations in the opinion letter. The claimant demanded $9,000,000 in damages, contending that it wouldn’t have made the loan if not for the defendant’s misrepresentations.

The claimant filed competing summary judgment motions. Ultimately, the judge agreed with the defense argument that despite stating in the opinion letter that the claimant could rely on his representations, there is no duty imposed on a party or its counsel to act for the benefit or protection of the opposing party in an arms-length commercial transaction. If the claimant chose to rely on such representations, that is a calculated risk with no recourse against the defendant for its own failure to investigate further. A final judgment in favor of the defendant with an award of costs was entered. The claimant appealed to the 4th DCA, who affirmed the judgment. This case expands past precedent and is highly instructive for attorneys issuing third party opinion letters and those that choose to rely upon them.

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DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.
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