Situation: A client wanted to do a deal with a third party, and hired a lawyer to structure the transaction. There were several required filings, registrations, permits, etc., to make the deal viable, all of which were written into the contract as conditions precedent.

Case 1: On the target closing day, the lawyer noted that "most" of the conditions precedent had been met, not realizing (or mistallying) that one or two had not been met. The lawyer gave the OK for the closing, the client closed, and subsequently suffered losses that probably would have been mitigated if the "missing" conditions had been met. The lawyer is guilty of negligence, right?

Case 2: The third party advised the lawyer that it was unable to complete one of the key conditions precedent, and asked the lawyer to ask his client to provide some necessary information/help/ whatever to fulfill this. Eager to close the deal (and move on to other things), the lawyer, after receiving this information, not only allowed, but pushed the client to close the deal with this key matter unresolved, witholding this information from the client. The client suffered losses which proably would have been mitigated if the key condition had been resolved. Compared to case 1, is the lawyer guilty of "more than negligence?" If so, how much more, and with what possible penalties?

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