Every business owner dreads their lawyer making a serious mistake in a deal. They’re only human, so it’s entirely possible for them to misread a contract, draft a document that misrepresents terms, or issue an opinion that turns out to be wrong. Most business owners assume they can sue if a serious mistake like that occurs. If you’re their client, that assumption is likely correct. Things get very, very complicated when you’re not.
Privity is the name of this game in New Jersey. That means a lawyer’s duty runs to the client, not to every outside party touched by the lawyer’s work. But privity isn’t absolute. In limited situations, a non-client can bring a legal malpractice claim, and the January 20, 2026 New Jersey Supreme Court decision in Christakos v. Boyadjis is now the governing authority on exactly when that happens.
The Court adopted Section 51 of the Restatement (Third) of the Law Governing Lawyers as the formal test. For business owners, the practical upshot matters more than the doctrine: non-client malpractice claims are hard to win, and in most commercial disputes, getting your own counsel involved before things go wrong is always a better move than chasing a malpractice claim after the fact.
Quick Answer: Can a Non-Client Sue for Legal Malpractice in NJ?
Yes, but only in limited situations.
After Christakos v. Boyadjis, a non-client malpractice claim turns on whether the facts satisfy Restatement Section 51. The Court maintains Section 51 as the governing standard. Then it found that Helen Christakos couldn’t recover because the record didn’t satisfy either Section 51(2) or Section 51(3).
The short version: a non-client generally needs to show one of two things. Either the lawyer (or the client, with the lawyer’s knowledge) invited the non-client to rely on the lawyer’s work, and the non-client actually did. Or the lawyer knew the representation was primarily intended to benefit that non-client, and recognizing a duty wouldn’t conflict with the lawyer’s obligations to the actual client.
The claim is very likely to fail if neither of those can be proven.
If you’re a business owner, think of this less as a litigation strategy. It’s more of a reason to make sure you get your own business legal counsel whenever you’re dealing with deals, contracts, or disputes.
Why Privity Still Dominates NJ Malpractice Law
The default rule exists for a reason.
A lawyer’s duty runs to the client. The Supreme Court in Christakos was explicit about why that default matters. Extending liability too broadly would interfere with an attorney’s ability to represent the actual client. The Court also rejected California’s older six-factor balancing test in favor of the Restatement approach specifically because it gives New Jersey courts a clearer, more predictable framework.
Privity problems show up a lot in business settings. It’s common for one side of a transaction to assume the other side’s attorney has both sides’ best interests at heart. But the contract could turn out to be one-sided, or the settlement agreement could leave several issues unresolved. It’s natural for the disappointed party to feel wronged by the other side’s lawyer. But that doesn’t mean they have a valid duty claim.
In most of those situations, the answer is still no duty. That’s the baseline. And if a dispute does escalate to the point where a judgment is entered against your business, knowing your options and next steps becomes critical — separate from any malpractice question entirely.
What Christakos v. Boyadjis Actually Changed
Christakos didn’t create non-client malpractice claims from scratch. New Jersey had recognized narrow paths for non-clients before. What changed in January 2026 is that the Supreme Court formally adopted Section 51 as the single governing standard, replacing a patchwork of older formulations with a defined test.
The facts of the case itself are worth knowing, because they show how high the bar actually is.
Helen Christakos, who was not attorney Anthony Boyadjis’s client, sued him for malpractice in connection with new wills executed by her uncles Peter and Nick in 2017. Boyadjis had misread the brothers’ 2003 wills and failed to catch that Helen — as the daughter of a named alternate beneficiary who had since died — stood to inherit 50% of both estates under the original documents. New wills were drafted in 2018, and Helen didn’t get what she was owed.
Even though she was wronged, the Supreme Court decided against her. There was no evidence that Boyadjis invited Helen to rely on his work. And a jury couldn’t be convinced that Peter and Nick had told Boyadjis that benefiting Helen was a primary objective of the new wills. Thus, both paths under Section 51 failed.
The ruling confirms two things simultaneously: non-client claims are possible in New Jersey, and the bar is genuinely high.
When a Lawyer May Owe a Duty to a Non-Client
The Court focused on two subsections of Section 51.
Section 51(2) — Invited reliance
A lawyer may owe a duty to a non-client when the lawyer, or the client with the lawyer’s acquiescence, invites the non-client to rely on the lawyer’s opinion or legal services, and the non-client actually does rely on that work. The non-client also can’t be too remote from the transaction under applicable tort law.
In a business context, this could come up when an attorney issues an opinion letter in a financing deal, communicates directly with a third party about what documents mean, or otherwise signals clearly that the third party may rely on the attorney’s work product.
Section 51(3) — Intended benefit
A lawyer may also owe a duty when the lawyer knows that benefiting the non-client is one of the primary objectives of the representation, when recognizing the duty wouldn’t significantly impair the lawyer’s obligations to the client, and when enforcement of those obligations would otherwise be unlikely.
The Court emphasized that when the intent to benefit a non-client doesn’t appear on the face of the document at issue, the plaintiff needs clear and convincing evidence that the client communicated that intent to the lawyer. That’s a deliberate constraint. It’s designed to be a narrow standard that the courts will hold to.
How This Comes Up in Contracts, Deals, and Business Disputes
Strip away the estate-planning facts and the underlying issue is commonly experienced by business owners.
Imagine a company relies on transaction documents drafted by the other party’s lawyer, then finds key protections missing. Or a business partner signs an agreement without their own counsel and finds the terms didn’t match their understanding. Or a business owner accepting settlement language drafted by the other side, discovering it causes a new dispute instead of closing the original.
Each situation might lead the spurned party to genuinely believe the other lawyer’s work caused the loss. The legal question here is whether that lawyer ever owed the outside party a duty under Section 51. The answer is usually no in most commercial disputes.
That gap between feeling harmed and having a viable duty claim is exactly why this issue belongs in a business-law conversation before, not after, a dispute materializes. If you’ve reached the point where litigation is unavoidable, understanding how to sue a business in New Jersey — including the procedural steps involved — is a useful starting point before committing to a legal strategy.
Why Business Owners Should Not Rely on the Other Side’s Lawyer
This is the main point you should be taking away from Christakos.
The other side’s lawyer is there to protect the other side. That’s not a criticism, it’s just how the legal system works. Even if the opposing attorney is courteous, careful, and professional, they probably don’t owe you a duty. New Jersey law, in most cases, will find your reliance unreasonable unless facts prove the lawyer invited you to rely on them, or that their representation was specifically structured to benefit you.
Always be careful about signing documents without independently reviewing them. That goes for purchase agreements, guaranties, leases, operating agreements, settlement agreements, and anything else that can shape rights for years after closing. The cost of a contract review before signing is almost always lower than the cost of a dispute after. It’s also worth understanding whether you could be personally liable for business debts that arise from a badly structured deal — because that exposure often traces back to exactly the kind of documents that should have been reviewed before signing.
When the Stronger Claim May Not Be Malpractice at All
There is a strategic silver lining buried in all this, though. Just because it’s a bad outcome from a lawyer’s work doesn’t mean a malpractice claim is your best or only avenue.
Sometimes the stronger path is breach of contract. Sometimes it’s misrepresentation, breach of fiduciary duty, partnership misconduct, or shareholder oppression. The issue might not even be about suing the other side’s lawyer at all. You could strike gold enforcing agreement terms, unwinding a flawed transaction, or recovering damages from the party that made the broken promise in the first place.
Christakos reinforces why this matters. If the duty element is weak, a business owner can waste huge resources chasing a theory that won’t hold up, when a better claim was available all along under a different legal framework. Early case evaluation with a contract dispute attorney or commercial litigator who can map the full picture of claims is usually the most efficient first step. And if you’re not sure where to find the right person for that, knowing how to choose the right attorney for a commercial dispute — versus a general practitioner — can make a real difference in how the case unfolds.
Key Takeaways for NJ Business Owners
- Privity is still the default. A lawyer’s duty runs to the client. Non-client claims are the exception, not the rule.
- Section 51 is the test. After Christakos, New Jersey courts will apply Restatement Section 51 to determine whether any duty exists. The two operative paths are invited reliance and intended benefit.
- The bar is high. Even sympathetic facts — like Helen Christakos losing a 50% inheritance because of an attorney’s admitted error — weren’t enough. Clear and convincing evidence of duty is required.
- The other side’s lawyer doesn’t represent you. Don’t assume otherwise, regardless of how cooperative or transparent they seem.
- Get independent counsel before, not after. Contract review, deal counseling, and early dispute analysis are almost always cheaper than litigating a bad outcome later.
- Malpractice may not be the right theory. Breach of contract, fraud, and fiduciary duty claims often provide a stronger path than a non-client malpractice argument where duty is uncertain.
What This Ruling Means for Your Business
Christakos v. Boyadjis gives New Jersey courts a clear, consistent test for non-client malpractice claims, and confirms that courts will enforce it. Helen Christakos lost despite sympathetic facts and a genuine attorney error. The duty element wasn’t there, and that was the end of it.
For business owners, the lesson isn’t that non-client claims are impossible. It’s that they’re genuinely hard, the facts have to fit a specific framework, and the better protection is usually prevention. Don’t sign documents you haven’t had reviewed. Don’t assume another party’s lawyer is looking out for you. And if something has already gone wrong, get an honest assessment of what claims are actually viable before committing to a theory.
In many business disputes, the path forward isn’t malpractice. It’s a well-built commercial claim against the party that caused the harm. Finding that path early is where experienced counsel makes the difference.
Resources
NJCourts.gov – Despina Alice Christakos v. Anthony A. Boyadjis, Esq.
Justia Law – Despina Alice Christakos v. Anthony A. Boyadjis, Esq.
