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52. Of course, Corporate Attorney, Halperin, did have a duty to those aforesaid Corporations and their Shareholders. A reasonably prudent Counsel would have investigated the absence of a Corporate Resolution and/or a agreement of sale from Matrix, and should have questioned why there was no consideration for the transfer of control of Purewater, a desirable and sought after "public shell" with a viable patent. Further, he should not have tendered his Opinion Letter to effect the transfer of Purewater shares with the "Affiliate" legend on each certificate without contacting Matrix, should have effected the exchange of two million (2,000,000) free-trading shares (with a $2.00US per share guarantee) and, indeed, should not have taken illegal and unwarranted steps to prevent the sale of Matrix's remaining Purewater shares especially when, after the blatant theft of the delivered control shares, Matrix became a Minority Shareholder to be protected. Matrix never received notice of any Special Meeting of the Board of Directors, or any Special Meeting of Shareholders so that it might vote or institute Derivative Action, or merely protect its interest. A letter to Defendant, Halperin, is attached hereto as Exhibit "H", and Defendant, Halperin's response thereto is also attached hereto as Exhibit "I" and by reference thereto both are incorporated herein as a part hereof.
53. At all times hereto relevant, Defendant, Halperin, failed to meet the standards of his duty to use the care and skill ordinarily used by reputable members of the legal profession under similar circumstances and to use reasonable diligence and his best judgment in the exercise of his professional skill and application of professional learning, and thereby was negligent because of his respective failures to perform those duties of diligence and care incumbent upon the Corporate Attorney. |
