Certiorari to the Colorado Court of Appeals Court of Appeals
Case No. 15CA206
Attorneys for Petitioners: Wheeler Trigg O'Donnell LLP
Carolyn J. Fairless Rebecca Graves Payne Denver, Colorado
Attorneys for Respondent: Semler & Associates P.C. R.
Parker Semler Andrew Oh-Willeke Jeremy Goldblatt Denver,
Attorneys for Amicus Curiae Colorado Bar Association:
Montgomery Little & Soran, P.C. Christopher B. Little
Erin C. Nave Christopher T. Carry Greenwood Village, Colorado
Attorneys for Amicus Curiae Colorado Civil Justice League:
Taylor Anderson LLP Lee Mickus Denver, Colorado
R. Parker Semler, a member of a condominium association,
filed a breach-of- contract claim against the law firm that
employed the association's attorney. In support of that
claim, he alleged that the attorney had a contract with the
association's president not to represent one association
member against another. He also alleged that the attorney
had, on behalf of other association members he was
representing, acquired a deed conveying ownership of parking
spaces over which Semler also claimed ownership, thereby
breaching the contract and damaging Semler.
The trial court dismissed the claim for lack of standing. A
division of the court of appeals reversed, concluding that
Semler had sufficiently alleged a breach-of-contract claim as
a third-party beneficiary. In doing so, the division
concluded that the strict privity rule, which "precludes
attorney liability to non-clients absent fraud, malicious
conduct, or negligent misrepresentation," Baker v.
Wood, Ris & Hames, P.C., 2016 CO 5, ¶ 1, 364
P.3d 872, 874, did not bar Semler's claim.
We granted certiorari and now reverse. We conclude that the
strict privity rule bars Semler's breach-of-contract
claim, meaning he lacks standing to assert it.
Facts and Procedural History 
This litigation began as a dispute over the ownership of
three parking spaces at a condominium in downtown Denver.
Semler, a member of the 1940 Blake Street Condominium
Association ("the Association"), acquired an
ownership interest in two of those parking spaces years ago.
More recently, Perfect Place LLC, also an Association member,
claimed that it had acquired a quitclaim deed that conveyed
an ownership interest in those same two parking spaces, as
well as a third.
To settle the competing claims to ownership, Perfect Place
filed a quiet-title action, asking the trial court to declare
it the rightful owner of the parking spaces. Semler countered
that he is the rightful owner of the parking spaces and that
Perfect Place had wrongfully acquired the quitclaim deed.
While that litigation was ongoing, Semler initiated a second
action asserting various claims against (as relevant here)
the following four defendants: (1) Perfect Place; (2) Bruce
S. Hellerstein, Perfect Place's principal and the
Association's treasurer; (3) Bruce S. Hellerstein CPA,
P.C., Hellerstein's accounting firm; and (4) Charles
Bewley, an attorney who served as counsel to the Association
and helped Perfect Place acquire the quitclaim deed at
Hellerstein's direction (but did not represent Perfect
Place in the quiet-title action). Semler alleged that those
defendants had conspired to "seize" all rights in
the parking spaces, that in doing so Hellerstein had breached
his fiduciary duty to the Association's members, and that
the other three defendants had aided and abetted
Hellerstein's breach. Semler later amended his complaint
to add as a defendant the law firm Berenbaum Weinshienk P.C.,
which was Bewley's employer at all relevant times.
Facing motions to dismiss for failure to state a claim under
C.R.C.P. 12(b)(5), Semler moved for leave to file a second
amended complaint. His proposed second amended complaint
alleged that Bewley had fraudulently acquired the quitclaim
deed on Hellerstein and Perfect Place's behalf, and it
added fraud-based claims against Bewley and Hellerstein. It
also asserted a number of claims against Berenbaum
Weinshienk, including one for breach of contract, the claim
at issue here. In support of that claim, the proposed second
amended complaint alleged that the Association's
president had "instructed" Bewley that neither he
nor Berenbaum Weinshienk was to represent the Association
against any of its members or to represent one member against
another. Moreover, it alleged that (1) Bewley agreed to those
terms on behalf of himself and Berenbaum Weinshienk; (2)
Semler, as a member of the Association, was an intended
third-party beneficiary of that agreement; and (3) Berenbaum
Weinshienk breached the agreement by representing Perfect
Place in its acquisition of the quitclaim deed, thereby
"forc[ing Semler] to litigate his rightful claim to
ownership of [the parking spaces]" and causing him to
"suffer a tangible economic loss to his legally
protected interests, including lost opportunity
The trial court issued an order addressing both the
defendants' motions to dismiss and Semler's motion to
file a second amended complaint. The court reasoned that the
person whom Perfect Place acquired the quitclaim deed
from-not Semler-was "the victim of [any] fraud"
that occurred, and Semler therefore lacked standing to sue.
The court thus denied Semler's motion for leave to file a
second amended complaint and granted the motions to dismiss.
The court also ordered that Semler pay the defendants'
attorney's fees and costs.
Semler appealed. Before the court of appeals division heard
oral arguments, however, this court issued two opinions that
bear on the case. In Baker, we reaffirmed the
"strict privity rule," i.e., that an attorney's
liability to a non-client "is generally limited to the
narrow set of circumstances in which the attorney has
committed fraud or a malicious or tortious act, including
negligent misrepresentation." ¶ 2, 364 P.3d at 874.
And in Warne v. Hall, 2016 CO 50, ¶ 24, 373
P.3d 588, 595, we adopted the "plausible on its
face" pleading standard, as articulated by the U.S.
Supreme Court in Bell Atlantic Corp. v. Twombly, 550
U.S. 544 (2007), and Ash ...