California limits accountants' duty to third parties.
In a major victory for the accounting profession, the California Supreme Court overturned the California Court of Appeals and ruled auditors generally owe no duty of care to nonclients.
The appellate court A court having jurisdiction to review decisions of a trial-level or other lower court.
An unsuccessful party in a lawsuit must file an appeal with an appellate court in order to have the decision reviewed. and trial court cases, previously reported in Legal Scene (JofA, Oct.90, page 29) arose from audits of Osborne Computer Corp. by Arthur Young Arthur Young is the name of several notable people
In September 1983, before the offering, Osborne filed for bankruptcy. The warrant holders and shareholders sued Young, alleging its January 1983 unqualified audit opinion failed to disclose various problems at Osborne before its bankruptcy.
The issue before the court was whether Young owed a duty of care to the investors. The Court of Appeals adopted a broad "foreseeability rule" under which an auditor could be held responsible to all parties who reasonably relied on Young's audit opinion and whose reliance was reasonably foreseeable fore·see
tr.v. fore·saw , fore·seen , fore·see·ing, fore·sees
To see or know beforehand: foresaw the rapid increase in unemployment. by the "professionally sophisticated auditor."
The California Supreme Court rejected this rule, saying an auditor is not liable to nonclients unless the auditor knows the audit is being prepared for the specific benefit of a party or if the auditor engages in fraudulent The description of a willful act commenced with the Specific Intent to deceive or cheat, in order to cause some financial detriment to another and to engender personal financial gain. conduct.
In striking down broad accountant liability to third parties, the court said the rule would "inevitably produce large numbers of complex lawsuits of questionable merit as scores of investors and lenders seek to recoup recoup
To sell an asset at a price sufficient to recover the original outlay or to offset a previous loss. business losses." The court went on to say its ruling would "deter careless careless adj., adv. 1) negligent. 2) the opposite of careful. A careless act can result in liability for damages to others. (See: negligent, negligence, care) audit reporting while avoiding the specter of a level of liability that is morally and economically excessive."
While this ruling is a welcome reversal of decades of case law in California expanding the scope of professional liability, it is likely plaintiffs will now seek to establish the auditor's report Auditor's Report
Recorded in the annual report, the auditor's report tests to see that a corporation's financial statements comply with GAAP. This is sometimes referred to as the clean opinion.
Most auditor's reports consist of three paragraphs. was prepared specifically for their benefit. It is also likely the decision will have little impact on cases brought under sections 10(b) of the Securities Exchange Act of 1934 and section 11 of the Securities Act of 1933.
Nevertheless, cases in which investors, lenders, purchasers and others allege To state, recite, assert, or charge the existence of particular facts in a Pleading or an indictment; to make an allegation.
allege v. negligence against an accounting firm are likely to fail unless those parties can show the audit was prepared specifically for their benefit. (Bily v. Arthur Young & Company, 92 Daily Journal D.A.R. 11971, August 27, 1992)