On June $30,2011,$ Ward and Olivo stopped actively practicing law as W&O$.$ Thereafter, W&O began winding up its law practice by collecting outstanding legal fees. W&O$$s professional liability insurance policy expired on August $8,2011,$ and W&O did not purchase a tail insurance policy.$$

In October $2012,$ MG filed a legal malpractice complaint against W&O$,$ Olivo, and Ward alleging that Olivo$$s legal advice harmed MG$$s patent rights because Olivo, among other things, failed to require that royalty rates or licensing fees be part of the settlement. In the complaint, MG further alleged that W&O and Ward were vicariously liable for Olivo$$s acts or omissions. By the time MG filed its complaint, W&O$$s claims$-$made policy had expired, and W&O was uninsured. Ward had no involvement in the underlying lawsuit, the settlements, or Olivo$$s legal representation of MG$.$

Ward contends that he is shielded from liability as a partner in an LLP and is$,$ therefore, not vicariously liable for the alleged legal malpractice of his former partner, Olivo. He thus argues that MG$$s complaint against him should be dismissed.

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