Lucas Subway MidMo, Inc. ("Lucas Subway") sued The Mandatory Poster Agency, Inc. d/b/a Corporate Records Service ("MPA") for the unauthorized practice of law, money had and received, and violations of the Missouri Merchandising Practices Act, seeking class certification on all claims. The Cole County Circuit Court denied Lucas Subway's request for class certification and ultimately granted summary judgment to MPA on all counts. Lucas Subway appeals both rulings raising six allegations of error.
WE REVERSE AND REMAND
Division Four holds:
(1) The trial court erred in concluding that that MPA was not conducting the unauthorized practice of law by preparing corporate minutes for customers, charging a fee therefore and representing to those customers that the prepared minutes met the legal requirements of Chapter 351.
(2) The trial court erred in denying class certification because the class was overbroad and indefinite. The putative class members were limited to those Missouri entities which had purchased corporate minutes and included all purchasers regardless of satisfaction.
(3) The trial court erred in denying class certification because the class did not meet the requirements of 52.08(b). The class met the requirements of 52.08(b)(3) despite MPA entering into an Assurance of Voluntary Compliance agreement ("AVC") with the Missouri Attorney General and offering a full refund. The refund under the AVC was inadequate because it did not grant customers treble damages available in a claim for the unauthorized practice of law and not all customers availed themselves of the offered remedy.
(4) The trial court erred in denying class certification because certification was a "waste of judicial resources." The present case offered additional damages to customers unavailable under the AVC and the court could not force members of the class to accept the offered remedy of a refund of funds paid.
(5) The trial court erred in denying class certification because Lucas Subway failed to meet the requirements of Rule 52.08(a). Lucas Subway proposed a class that included 1,725 purchases from MPA, all received minutes prepared by a non-attorney, paid a separate fee and all suffered the same injury. Further, Lucas Subway was an adequate class representative despite refusing the refund under the AVC because it sought additional treble damages for the putative class members.
(6) The trial court erred in denying class certification because Lucas Subway lacked standing. The issue of class certification is antecedent to the issue of standing.