Dennis P. Rawlinson
Dennis Rawlinson concentrates his practice on commercial and “Bet-the-Company” litigation. He has handled more than 150 trials and arbitrations, including more than 50 jury trials, on a wide range of commercial subjects, such as breach of contract, commercial torts, construction and design, shareholder disputes, lender liability, real estate, professional negligence, employment, and trademark disputes. Recent cases handled include a multimillion-dollar recovery arising from construction and design claims, a multimillion-dollar recovery relating to professional malpractice, successful defense of a financial institution from multimillion-dollar lender liability claims, the successful defense of independent directors from claims of breach of fiduciary duty and related claims, and a multimillion-dollar recovery in the telecommunications industry arising from claims of breach of contract, breach of good faith and fair dealing, and fraud.
Denny is the founder and planning chair for more than 20 years of the Litigation Institute and Retreat (annual seminar for seasoned Oregon lawyers) and has been selected a number of times as a “Top List” Oregon Super Lawyer for Business Litigation for the State of Oregon and as one of the Best Lawyers in America©. He is a recommended commercial litigation lawyer by Chambers USA and the Association of Corporate Counsel, and is a frequent writer and speaker on litigation topics.
Denny has had considerable experience working with the media and has been interviewed on client-related matters by Diane Sawyer, Connie Chung, and Katie Couric.
Mass Action, Fraud & Corporate Governance Litigation Plus
Mass Action Contingency Recovery in Fraud Case. Represented some 70 investors who collectively lost nearly $100 million as result of a Ponzi scheme by a Lake Oswego investment company, Aequitas Management, LLC. Obtained favorable settlements from third-party professionals in state court and private arbitration, resulting in a gross recovery exceeding clients’ investment losses. Recovery was the largest contingency recovery in the 140-year history of the law firm.
High-Stakes Shareholder Dispute for $2.5 Billion Company. Recovery and corporate governance changes arising from two federal cases filed in the Western District of Oklahoma. Local newspaper reported the cases resulted in the largest recovery in the more than 140 year history of the law firm. Cases involved claims by a 50 percent shareholder against another 50 percent shareholder arising from claims for breach of contract, breach of good faith and fair dealing, breach of fiduciary duty, and waste and mismanagement.
Millicent Naito et al v. Samuel T. Naito et al. Successful defense of board member, including recovery of costs and attorney fees in the face of multimillion-dollar claims for breach of fiduciary duty and related derivative claims. On the first day of trial, after several days of evidentiary hearings, personal damage claims against Ann Widmer (independent director) amounting to more than $6 million were dismissed with prejudice. The court ruled that Ms. Widmer was entitled to mandatory indemnification by the corporation, H. Naito Corporation. Claims included breach of fiduciary duty, derivative claims, and recoupment of attorney fees and costs paid for indemnification against Ms. Widmer and another independent director in connection with a lawsuit by minority shareholders based on breach of fiduciary duties and oppressive conduct.
James E. Rich v. Rippling River Association et al. Successful defense of homeowners association board and the recovery of costs and attorney fees in the face of multimillion-dollar claims. Recovered more than $1 million in attorney fees and costs and disbursements. Plaintiff’s motion for preliminary injunction was denied. Claims against Rippling River Association and its board included breach of fiduciary duty, breach of state statutes relating to homeowners association and master plans, and violation of homeowners association articles and bylaws. The case involved an effort by minority members to take over the board of a homeowners association and recover millions of dollars in damages and attorney fees based on, among other things, failure to obtain proper membership vote for change in voting procedures and election of directors.
In re Cupertino National Bank v. Des Chuttes Investments, Inc. Claims of bad-faith bankruptcy filing were dismissed, enabling Greater Bay Bancorp to proceed with collection efforts on multimillion-dollar debt, and sanction judgment was entered against debtor and debtor’s counsel. The judgment is one of the largest sanctions imposed against a lawyer in the history of the court.
Tonya Harding v. United States Olympic Committee and United States Figure Skating Association. Injunctions entered allowing Tonya Harding to skate in the 1994 Winter Olympics and 1994 World Figure Skating Championships. Claims included breach of contract, breach of good faith and fair dealing, and injunctive relief.
Construction Defect & Product Liability Disputes Plus
Wyndham Resort Development Corporation et al v. Swinerton Builders Northwest, Inc., et al. Multimillion-dollar recovery in the largest construction-defect case in the history of the state. Case involved claims of negligence, breach of contract, and breach of warranty. Representation of the Resort at Seaside against a general contractor and some 28 additional subcontractors, architects, designers, vendors, and material suppliers. Case complexities included dealing with condominium association rights and complex insurance and coverage issues.
Bruce Engelbrecht et ux v. Motorola, Inc., et al. Successful defense of wrongful death case arising in products liability case, including recovery of attorney fees. Client: Defendant URS Electronics, Inc. Claims: Wrongful death, loss of consortium, strict liability, and negligence claims arising from the distribution of two-way radio components containing phenolic resins which plaintiff claims caused him to contract mesothelioma. In this “new wave” asbestos case, we cross-claimed on behalf of the distributor against radio manufacturers GE, RCA, Motorola, and Raytheon based on indemnity in contribution . . . breaking the traditional practice among asbestos defendants to unite. We also filed a motion for summary judgment against plaintiffs, which was heard by the court on the eve of trial. The court granted summary judgment to URS alone and dismissed the multi-million dollar claims against URS. Claims against insurers resulted in reimbursement of defense costs.
Portland Art Museum v. Ann Beha Architects, Inc. Multimillion-dollar recovery arising from negligence/breach of warranty claims against an architectural firm. Obtained multimillion-dollar recovery during the course of a mediation that involved breach of contract, negligence, and breach of warranty against a Boston architectural firm arising from incomplete and uncoordinated drawings in connection with the renovation of the Masonic Temple and construction of the Mark Building, the new home of the Portland Art Museum. Representation of the museum additionally included resolution of multimillion-dollar contractor and subcontractor claims (which were resolved for less than 30 percent of the principal amount of the claims) and avoiding payment of any costs or attorney fees.
S3H, Inc. v. Hoffman Construction Company of Oregon and Intel Corporation. Federal lawsuit and three-week arbitration resulting in successful defense of Hoffman and Intel in the face of claims approaching $40 million by a subcontractor.
Trendwest Resorts, Inc., et al v. Ramsay-Gerding Construction Company et al. Obtained multimillion-dollar recovery in which excerpted video deposition admissions and electronic and PowerPoint visual aids were used to convince insurance adjusters of their exposure. Claims included negligence and breach-of-contract claims against architects, an owner’s representative, a general contractor, and subcontractors arising from the defective design and construction of the WorldMark at Gleneden Resort.
Platt Electric Supply, Inc. v. Menlo Logistics, Inc. Successful defense of designer of logistical materials plant from multimillion-dollar claims, including recovery of multimillion-dollar counterclaim. After two summary judgment motions and a motion in limine were granted in favor of defendant, Menlo Logistics, Inc., claimed damages were reduced from in excess of $6 million to less than $900,000. Claims included breach of contract, breach of good faith and fair dealing, fraud, and negligent misrepresentation. Menlo Logistics, Inc., obtained summary judgment on claims that, with accrued interest, amounted to in excess of $1.2 million. In the face of claims against it in excess of $6 million, our client, Menlo Logistics, Inc., recovered just under $1 million.
Client Testimonials Plus
- Results achieved on behalf of one client in one matter does not necessarily indicate that similar results may be obtained for other clients.
“Our plaintiff group of approximately 60-70 persons engaged Miller Nash in a 4-5 year litigation with extraordinary results. We recovered 90%+ for most of the plaintiffs. MN was professional, knowledgeable and very customer focused. The other law suits and legal teams drafted from the hard work done by the MN team. Even when the defendants used aggressive tactics, MN kept their cool and prevailed. We were pleased with the results and the team who helped us. They are superstars.”
In the largest recovery in the 140 year history of the firm the client and corporate co-founder and 50 percent shareholder, described the Miller Nash representation in the following manner: “The Miller Nash team, led by the tireless efforts and skill of Dennis Rawlinson were unrelenting in their pursuit of the best outcome for their client.”
In a multi-million dispute involving franchise rights, Mark Gram, chief executive officer of Jubitz Corporation wrote the following after Jubitz Corporation successfully overcame efforts by a franchisor to substantially devalue or terminate its franchise rights: "We are highly pleased with our firm's representation by Denny and Miller Nash. Recently the filing of a complaint and preliminary injunction complemented the successful resolution of claims with a significant partner on issues of "bet the company" significance to Jubitz Corporation."
Craft Brewers Alliance, Inc., is a long-time firm client composed of microbreweries such as Widmer Brothers Brewing, The Redhook Ale Brewery, and Kona Brewing Company. CBAI has enjoyed serving as the microbrewing component of the Anheuser-Busch (IN-BEV) family. After the recent successful resolution of a dispute potentially impacting the future of the company, CBAI board chair, Kurt Widmer, commented: "Denny has repeatedly proved to be a valued advisor on important strategic matters for Craft Brewers Alliance. Recently, the planning, development and preparation of potential preliminary litigation relief proved to be a complement to a business strategy with a business partner in connection with a proposed significant purchase. Denny appreciates, as we do, that litigation is a means to an end . . . not an 'end itself.'"
After a multi-million recovery in 2010 in the largest construction defect case at that point in time in the history of the State of Oregon, Jeff Cohen, in-house counsel for Wyndham Resort Development Corporation and Wyndham Vacation Ownership, wrote in an e mail: "Representation provided by Attorney Rawlinson was superb. * * * Denny brought to the table an excellent knowledge of the substantive law, his adversaries, judicial personnel, and a reputation for personal excellence, all of which contributed to achieving an outstanding result. His wise counsel on both narrow issues of law as well as general strategic approaches were invaluable."
After the successful defense of a lender liability lawsuit in which the plaintiff sought a multimillion-dollar recovery, Dick Rasmussen, executive vice president and general counsel for West Coast Bank, wrote an e-mail: "Denny is a staunch advocate who is always well prepared. * * * We can rest easy knowing Denny has our bank's best interests in mind."
Ann Widmer, who sat on the Widmer Brothers Brewing Company's advisory committee and who was successfully dismissed after being sued for more than $8 million as an independent director in the Millicent Naito v. Sam Naito litigation, comments: "The experience, knowledge, and attention to detail that Denny brings to the table have consistently protected the interests of Widmer Brothers Brewing and the Widmer Brothers family."
After a multimillion-dollar recovery for a Miller Nash client in a design and construction defect case, Carmen Cook, former assistant general counsel for Trendwest Resorts and now assistant general counsel for Starbucks Coffee Company, wrote: "Denny's expertise and thorough preparation make him an outstanding asset for resolving our disputes regardless of whether that means in trial or at some other point down the litigation path."
Joe Sharp, the managing member of Yule Tree Farms LLC, one of the largest Christmas tree growers and sellers in the United States for which Miller Nash has successfully litigated claims for fraud and misfeasance with former partners and fraud, misfeasance, and infringement against third parties, comments: "Denny backs up his advice and guidance with absolutely sound judgment and outstanding performance."
After a successful multimillion-dollar recovery for the Portland Art Museum, Marty Brantley, former chair of the Oregon Economic Development Commission and Art Museum board chair stated: "Denny's preparation, explanations of possible outcomes, and execution of cases make him a highly respected advisor and lawyer that is in the highest tradition of the legal profession."
- Oregon State Bar, president, 2006
- Member of the Council (Board of Directors) of the Section of Litigation of the ABA, 2010-present
- American Board of Trial Advocates, member, 2006-present
- International Association of Defense Counsel, member, 2006-present
- ABA Section of Litigation Committee on National Institutes, chair, 2008-2010
- ABA Section of Litigation, Credit Crisis National Institutes, chair, 2009-2010
- ABA Section of Litigation, one of two managing directors, 2015-2016
- ABA Section of Litigation, division director, 2006-2008; 2009-2011
- ABA Section of Litigation Trial Evidence Committee, cochair, 2003-2006
- Award of Excellence, ABA Section of Litigation, chair, Trial Evidence Committee, 2006
- OSB Board of Governors, member, 2002-2006
- OSB Litigation Institute and Retreat, chair, 1993-present
- ABA Commercial and Business Litigation Committee, cochair, 2000-2003
- Award of Excellence, ABA Section of Litigation, chair, Commercial and Business Litigation Committee, 2000-2003
- Multnomah Bar Association Judicial Screening Committee, chair, 1997-2000
- OSB Litigation Section, chair and executive committee member, 1992-1996
- OSB Litigation Journal, managing editor and columnist, 1992-present
- ABA Trial Evidence Journal, managing editor and columnist, 2004-2006
- ABA Commercial and Business Litigation, managing editor and columnist, 1998-2003
- Multnomah County Bar Association Service Award, 2000
- ABA Commercial and Business Litigation Newsletter, columnist, 1998-2003
- OSB Oregon Commercial Practice Manual, managing editor, 1988-1995
- ABA Civil Discovery Standards Task Force, cochair, 1997-2000
- ABA Civil Trial Standards Task Force, member, 1996-1997
- U.S. District Court Historical Society, board and executive committee member, 1997-2000
- Owen M. Panner American Inns of Court, Master, 1997-present
- OSB Strategic Planning Committee, member, 1998-2000
- OSB House of Delegates, member, 1999-2006
- Planner and moderator for Professionalism Committee panel programs featuring federal and state judges and professionalism award recipients, 2009-2016
- American Bar Foundation, fellow, 2005-present
- Miller Nash LLP, Litigation Department chair, 1999-2005, 2010-present
- Miller Nash Graham & Dunn LLP, firm chair, 2011-2017
- Miller Nash Graham & Dunn LLP, executive committee, 2008-2017
- Portland Business Alliance, chair, executive committee, and board member
- Greater Portland, Inc., founding board member
- First Growth Children and Families Charities dba Classic Wine Auction Board, past chair and present executive committee and board member
- Oregon Business and Industry, board member
- Portland Art Museum, former board member and bylaws and governance committee member
- Oregon Independent College Foundation, former board member, Ethics Committee co-chair and member
- Arlington Club, past president and director
- Multnomah Athletic Club, past president and trustee
- Rotary Club of Portland, past president and director
- Portland Opera Association, past president and director
- Jubitz Corporation, advisory member, board of directors
- Rose Garden Handicapped Children’s Park, past chair (Washington Park)
- Co-CEOs of the Year, Portland Business Journal
- Selected for inclusion in Chambers USA
- Recognized as an “Oregon Litigation Star” by Benchmark Litigation
- Selected for inclusion in The Best Lawyers in America© in Bet-the-Company Litigation, Commercial Litigation, Litigation–Banking and Finance, Litigation–Construction, Litigation–Labor and Employment, Litigation–Real Estate, 2005-present
- Selected for inclusion as an Oregon Super Lawyer, 2006-present
- Top 10 Oregon Super Lawyers, 2013-2014
- Top 50 Oregon Super Lawyers, 2006-2011, 2013-2018
- Rated AV® Preeminent™ 5.0 by Martindale-Hubbell®