Showing 379 of 379 results

Chapter: 6.8***

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Chapter: 6.8***

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Case Date Jurisidction State Cite Checked

Chapter: 6.8***

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Case Date Jurisidction State Cite Checked

Chapter: 6.14

Case Name: Margulis v. The Hertz Corporation, Civ. A. No. 14-1209 (JMV), 2017 U.S. Dist. LEXIS 28311 (D.N.J. Feb. 28, 2017)
(holding that a corporate family was not "one" client, but that a United States law firm jointly represented a U.S. company and an overseas affiliate; "'The Court does not see an 'agent' theory of the attorney-client privilege present in this case. Here, the documents at issue are emails between and among employees of the various Hertz companies referenced above. The application of privilege to such communications would be more appropriately described as 'intra-' or 'inter-' corporate communications between employees and analyzed under that standard. . . . In contrast, an 'agent' is most commonly a non-lawyer third-party that assists a lawyer in providing legal services, such as an investigator, paralegal, or accountant. . . . Except for very minor exceptions identified herein, the agent theory of the attorney-client privilege is largely inapplicable to this dispute.'")

Case Date Jurisidction State Cite Checked
2017-02-28 Federal NJ

Chapter: 6.102

Case Name: McAirlaids, Inc. v. Kimberly-Clark Corp., No. 7:12-CV-00578, slip op. at 4 (W.D. Va. May 31, 2013)
("It applies to individuals and corporations, and to in-house and outside counsel.")

Case Date Jurisidction State Cite Checked
2913-05-31 Federal VA B 9/14

Chapter: 6.102

Case Name: Torres v. Whitaker Chalk Swindle & Schwartz, PLLC, No. 03-15-00706-CV, 2016 Tex. App. LEXIS 6300 (Tex. App. 3d June 15, 2016)
(finding that a business's co-owner could not pursue a derivative case against a law firm which he alleged represented the company; concluding that the law firm had not represented the company; "The parties concur that the existence of a duty owing by appellees to CRU with respect to either liability theory turns entirely on whether there existed an attorney-client relationship between CRU and appellees. The attorney-client relationship is contractual in nature -- an attorney and client mutually agree that the attorney will render professional services for the client. While such an agreement need not necessarily be express and may sometimes be implied from the objective manifestations of the parties' conduct, in either case 'there must be evidence both parties intended to create an attorney-client relationship.' In support of their summary-judgment motion, appellees presented evidence that they had once represented Krueger pursuant to an explicit engagement letter, but had never represented CRU -- and that, in fact, much of their representation of Krueger had been adverse to CRU. In response, in an attempt to raise a fact issue, Torres relied solely on what he viewed as proof of an implied attorney-client relationship between appellees and CRU -- emails and other communications between appellees and Krueger between May 31, 2013, the date of a shareholder meeting at which Krueger purportedly wrested control of CRU from Torres, and early July 2013, when appellees and Krueger parted ways. The gist of Torres's reasoning is that these communications objectively manifested the relationship's evolution from representation of Krueger alone to representation also of the corporation Krueger had come to control. We disagree that this evidence, without more, is sufficient to raise a fact issue as to whether CRU and appellees agreed to enter into an attorney-client relationship, as opposed to representing conduct merely consistent with appellees' representation of Krueger. Consequently, the district court did not err in granting appellees' summary judgment on their no-duty ground.")

Case Date Jurisidction State Cite Checked
2016-06-15 Federal TX

Chapter: 6.102

Case Name: Torres v. Whitaker Chalk Swindle & Schwartz, PLLC, No. 03-15-00706-CV, 2016 Tex. App. LEXIS 6300 (Tex. App. 3d June 15, 2016)
(finding that a business's co-owner could not pursue a derivative case against a law firm which he alleged represented the company; concluding that the law firm had not represented the company; "The parties concur that the existence of a duty owing by appellees to CRU with respect to either liability theory turns entirely on whether there existed an attorney-client relationship between CRU and appellees. The attorney-client relationship is contractual in nature -- an attorney and client mutually agree that the attorney will render professional services for the client. While such an agreement need not necessarily be express and may sometimes be implied from the objective manifestations of the parties' conduct, in either case 'there must be evidence both parties intended to create an attorney-client relationship.' In support of their summary-judgment motion, appellees presented evidence that they had once represented Krueger pursuant to an explicit engagement letter, but had never represented CRU -- and that, in fact, much of their representation of Krueger had been adverse to CRU. In response, in an attempt to raise a fact issue, Torres relied solely on what he viewed as proof of an implied attorney-client relationship between appellees and CRU -- emails and other communications between appellees and Krueger between May 31, 2013, the date of a shareholder meeting at which Krueger purportedly wrested control of CRU from Torres, and early July 2013, when appellees and Krueger parted ways. The gist of Torres's reasoning is that these communications objectively manifested the relationship's evolution from representation of Krueger alone to representation also of the corporation Krueger had come to control. We disagree that this evidence, without more, is sufficient to raise a fact issue as to whether CRU and appellees agreed to enter into an attorney-client relationship, as opposed to representing conduct merely consistent with appellees' representation of Krueger. Consequently, the district court did not err in granting appellees' summary judgment on their no-duty ground.")

Case Date Jurisidction State Cite Checked
2016-06-15 State TX

Chapter: 6.102

Case Name: Stevens v. Corelogic, Inc., Case No. 14cv1158 BAS (JLB), 2016 U.S. Dist. LEXIS 12420 (S.D. Cal. Feb. 2, 2016)
("In the case of a corporate client, the attorney-client privilege continues to protect communications between non-attorney employees engaged in discussions to either transmit information to an attorney for the purpose of seeking legal advice or disseminate information from an attorney to corporate employees. It is well established that the attorney-client privilege applies when the client is a corporation, and it may be necessary for a corporate client to collect information relevant to a legal problem from middle management or non-management personnel.")

Case Date Jurisidction State Cite Checked
2016-02-02 Federal CA

Chapter: 6.102

Case Name: Roberts Technology Group, Inc. v. Curwood, Inc., Civ. A. No. 14-5677, 2015 U.S. Dist. LEXIS 95779 (E.D. Pa. July 20, 2015)
("As the Pennsylvania Superior Court recognized, 'this privilege attaches to communications made by corporate as well as individual clients.' Custom Designs [Custom Designs & Mfg. Co. v. Sherwin-Williams Co., 2012 PA Super 33, 39 A.3d 372, 376 (Pa. Super. 2012)], 39 A.3d at 376 (2012). For a corporate employee to satisfy the third prong, he or she must establish communications were 'kept confidential . . . Made at the behest of counsel and with the goal of furthering counsel's provision of legal advice to the client.' Id., at 379. The claiming party can meet its burden by affidavit or counsel's testimony, but cannot simply assert the lack of evidence to the contrary.")

Case Date Jurisidction State Cite Checked
2015-07-20 Federal PA

Chapter: 6.102

Case Name: Scott v. Chipotle Mexican Grill, Inc., 12-CV-08333 (ALC) (SN), 2015 U.S. Dist. LEXIS 40176 (S.D.N.Y. March 27, 2015)
("Corporations may be considered clients for the purposes of attorney-client privilege, and the internal communication of corporate legal advice does not necessarily waive the privilege.")

Case Date Jurisidction State Cite Checked
2015-03-27 Federal NY

Chapter: 6.102

Case Name: Red Vision Sys., Inc. v. National Real Estate Info. Svcs, L.P., No. 416 WDA 2014, 2015 Pa. Super. LEXIS 7 (Pa. Super. Jan. 13, 2015)
("The privilege is available to corporate as well as individual clients.")

Case Date Jurisidction State Cite Checked
2015-01-13 State PA

Chapter: 6.102

Case Name: Pia v. Supernova Media, Inc., Case No. 2:09-cv-00840-DN-EJF, 2014 U.S. Dist. LEXIS 175028 (D. Utah Dec. 18, 2014)
(holding that a manager/member of an LLC can waive its privilege; "[B]ecause Supernova is a current manager of Shannon's Delaware, it can waive attorney-client privilege on behalf of Shannon's Delaware."; "[T]his case involves an LLC a legally different business organization than a corporation, with a different management structure (manager-managed as opposed to a board of directors). Further, to the extent a corporation and board of directors can be analogized to a manager-managed LLC, Mr. Pia [Lawyer] has not presented any evidence that the majority of the management of Shannon's Delaware wishes to assert the attorney-client privilege, as the majority of the corporation in Milroy [Milroy v. Hanson, 875 F. Supp. 646 (D. Neb. 1995)] desired to do. Rather, the only argument Mr. Pia makes is that Supernova is a 'dissident manager' because it seeks to waive the privilege. Milroy referred to the 'dissident director' because he was the only director voting against the majority of the board of directors. No such evidence is presented by Mr. Pia. Thus, Milroy is factually much different than this case and is not persuasive."; "The attorney-client privilege belongs to the entity, and the entity's management holds the power to assert or waive the privilege. Here, a manager (Supernova) of the entity (Shannon's Delaware) has waived the privilege and there is no evidence that by so doing Supernova is taking an action contrary to the will of the majority.")

Case Date Jurisidction State Cite Checked
2014-12-18 Federal UT

Chapter: 6.102

Case Name: Carpenters Pension Trust v. Lindquist Family LLC, No. C-13-01063 DMR, 2014 U.S. Dist. LEXIS 54335, at *8 (N.D. Cal. Apr. 18, 2014)
June 25, 2014 (PRIVILEGE POINT)

"How Do Courts Treat LLCs for Privilege Purposes?"

Limited Liability Corporations combine the characteristics of corporations and partnerships. Few courts have dealt with the privilege implications of these hybrid business entities.

In Carpenters Pension Trust v. Lindquist Family LLC, the court acknowledged that "[t]he application of attorney-client privilege to members of an LLC is a relatively uncharted area of law." No. C-13-01063 DMR, 2014 U.S. Dist. LEXIS 54335, at *8 (N.D. Cal. Apr. 18, 2014). The court ultimately applied the privilege principles applicable to corporations. After reviewing withheld documents in camera, the court concluded that despite the LLC's designation of one person to be the LLC's "sole manager," several other LLC members actually "communicated with each other and with the LLC's attorneys about legal advice relating to the LLC's business." Id. at *10-11. Because these members acted as the LLC's day-to-day "managing members," "disclosure of confidential information received by one managing member of the LLC to another managing member does not, by itself, defeat the attorney-client privilege." Id. at *11-12.

Lawyers representing LLCs should explicitly articulate various individuals' roles in seeking and acting on their legal advice, laying the groundwork for both privilege and non-waiver assertions if the need arises.

Case Date Jurisidction State Cite Checked
2014-04-18 Federal CA
Comment:

key case


Chapter: 6.102

Case Name: Carpenters Pension Trust v. Lindquist Family, LLC, No. C-13-01063 DMR, 2014 U.S. Dist. LEXIS 54335 (N.D. Cal. April 18, 2014)
(treating an LLC the same way as a corporation for privilege purposes; "The application of attorney-client privilege to members of an LLC is a relatively uncharted area of law.")

Case Date Jurisidction State Cite Checked
2014-04-18 Federal CA

Chapter: 6.102

Case Name: McAirlaids, Inc. v. Kimberly-Clark Corp., No. 7:12-CV-00578, slip op. at 5 (W.D. Va. May 31, 2013)
("It is well settled that a corporation may be a 'client' with standing to assert the privilege. [Upjohn Co. v. United States, 449 U.S. 383, 394 (1981)]. Thus, communications from K-C's legal counsel to its employees may fall within the privilege. However, the confidential communication 'must be for the primary purpose of soliciting legal, rather than business, advice.' Henson By and Through Mawyer v. Wyeth Laboratories, Inc., 118 F.R.D. 584, 587 (W.D. Va. 1987) (citing N.C. Elec. Membership Corp. v. Carolina Power, 110 F.R.D. 511, 514 (M.D.N.C. 1986)).")

Case Date Jurisidction State Cite Checked
2013-05-31 Federal VA B 9/13

Chapter: 6.102

Case Name: Adair v. EQT Prod. Co., 285 F.R.D. 376 (W.D. Va. 2012)
("While the attorney-client privilege is available to corporations, see Owens-Corning Fiberglas Corp. v. Watson, 243 Va. 128, 413 S.E.2d 630, 638, 8 Va. Law Rep. 1829 (Va. 1992) (citing Upjohn Co. v. United States, 449 U.S. 383, 389-90, 101 S. Ct. 677, 66 L. Ed. 2d 584 (1981)), the determination of whether the attorney-client privilege applies to protect a document from production becomes more difficult when the sender or recipient of that document is in-house counsel for a corporate entity. See, e.g., United States v. United Shoe Mach. Corp., 89 F. Supp. 357 (D. Mass. 1950); ABB Kent-Taylor, Inc. v. Stallings & Co., Inc., 172 F.R.D. 53, 55 (W.D.N.Y. 1996).")

Case Date Jurisidction State Cite Checked
2012-01-01 Federal VA

Chapter: 6.102

Case Name: Rush v. Sunrise Senior Living, Inc., No. CL-07-11322, 2008 Va. Cir. LEXIS 12, at *5-6 (Va. Cir. Ct. Feb. 12, 2008)
(addressing the privilege implications of a company's former CFO's request for a protected document from his former employer, against which he had filed a breach of contract and defamation action; "The attorney client privilege is available to corporations. . . . The policy for extending the privilege to corporate clients is conceptually the same as for individual clients: 'to encourage full and frank communication between attorneys and their clients and thereby promote broader public interests in the observance of law and administration of justice.'" (citation omitted)) [Woolridge, J.]

Case Date Jurisidction State Cite Checked
2008-02-12 State VA B 5/09 & 6/09

Chapter: 6.102

Case Name: Gordon v. Newspaper Assoc. of Am., 51 Va. Cir. 183, 186 (Va. Cir. Ct. 2000)
("'[T]he privilege exists between a corporation and its in-house attorney.' . . . The communications protected are those between employees and in-house counsel which aid counsel in providing legal services to the corporation.")

Case Date Jurisidction State Cite Checked
2000-01-01 State VA

Chapter: 6.102

Case Name: X Corp. v. Doe, Civ. No. 92-338-A, 1992 Dist. LEXIS 13612 (E.D. Va. Aug. 25, 1992)
(enjoining a former in-house lawyer and his lawyer from disclosing privileged documents in-house lawyer retained when he was terminated for allegedly complaining about corporate misconduct; refusing to order the former in-house lawyer to return the documents to the company; "It is well-settled that the privilege protects corporate as well as individual clients . . . And that it attaches to in-house as well as outside counsel.")

Case Date Jurisidction State Cite Checked
1992-08-25 Federal VA

Chapter: 6.102

Case Name: X Corp. v. Doe, 805 F. Supp. 1298, 1305-06 (E.D. Va. 1992)
("[i]t is well-settled that the privilege protects corporate as well as individual clients . . . and that it attaches to in-house as well as outside counsel"; holding that an in-house lawyer did not have to return privileged communications that the lawyer took when the lawyer left employment), aff'd sub nom. Seal v. Under Seal, 17 F.3d 1435 (4th Cir. 1994)

Case Date Jurisidction State Cite Checked
1992-01-01 Federal VA

Chapter: 6.102

Case Name: Jonathan Corp. v. Prime Computer, Inc., 114 F.R.D. 693, 696 (E.D. Va. 1987)
("It is well-settled that the attorney-client privilege does attach to corporations as well as individuals.")

Case Date Jurisidction State Cite Checked
1987-01-01 Federal VA

Chapter: 6.102

Case Name: Henson v. Wyeth Labs., Inc., 118 F.R.D. 584, 587 (W.D. Va. 1987)
("it is well settled that a corporation may be a 'client' with standing to assert the privilege")

Case Date Jurisidction State Cite Checked
1987-01-01 Federal

Chapter: 6.103

Case Name: Maplewood Partners, L.P. v. Indian Harbor Ins. Co., 295 F.R.D. 550, 590 (S.D. Fla. 2013)
(in a first party insurance setting, finding that an insurance company and its insured had a common interest that acted much like a joint representation, so there was no privilege when they later litigated against each other about coverage; "In a particularly significant decision announced after Upjohn [Upjohn Co. v. United States, 449 U.S. 383 (1981)], the Supreme Court of Florida applied a heightened level of scrutiny to claims of corporate privilege in order 'to minimize the threat of corporations cloaking information with the attorney-client privilege in order to avoid discovery.'" (citation omitted))

Case Date Jurisidction State Cite Checked
2013-01-01 Federal FL B 4/14

Chapter: 6.202

Case Name: Krys v. Paul, Weiss, Rifkind, Wharton, & Garrison LLP (In re China Med. Techs., Inc.), 539 B.R. 643 (S.D.N.Y. 2015)
(holding that a bankruptcy liquidator could waive the attorney-client privilege that belonged to a company's Audit Committee, but could not waive the Audit Committee's work product protection, which belonged solely or jointly to the Audit Committee's lawyer's at Paul Weiss; "The issue now before the Court is whether the capacity of the Audit Committee to retain independent counsel and to conduct unfettered internal investigations that implicate corporate management should thwart the statutory obligation of a trustee in bankruptcy to maximize the value of the estate by conducting investigations into a corporation's prebankruptcy affairs."; "Weintraub did not squarely address the circumstances here. Its analysis was limited to whether privileges asserted by a corporation's counsel were waivable by that corporation's trustee in bankruptcy. The asserted privileges here relate to an investigation by Appellees on behalf of a corporation's audit committee, and the precise relationship between that committee and the corporation is disputed. Despite these factual distinctions, however, the same considerations that weighed in favor of the trustee in Weintraub weigh in favor of Appellant here."; "It is true that the Audit Committee was 'independent' in some sense. It could retain counsel, and it legitimately expected that its communications with counsel would be protected against intrusion by management. But the Audit Committee is not an individual, nor is its status analogous to that of an individual. Instead, it was a committee constituted by CMED's Board of Directors, and thus a critical component of CMED's management infrastructure."; "[T]he justifications for protected attorney-client communications dissipate in bankruptcy. Prebankruptcy, audit committees 'play a critical role in monitoring corporate management and a corporation's auditor.'. . . Without the prebankruptcy protection of attorney-client privilege, audit committees could not provide 'independent review and oversight of a company's financial reporting processes, internal controls and independent auditors,' nor could they offer a 'forum separate from management in which auditors and other interested parties [could] candidly discuss concerns.' SEC Release No. 8220, 'Standards Relating to Listed Company Audit Committees,' File No. 87-02-03, 79 SEC Docket 2876, 2003 WL 1833875, at *19 (Apr. 9, 2003). But as the Bankruptcy Court noted in its Opinion, 'any miscreants have left the company' in bankruptcy, Op. 17; corporate management is deposed in favor of the trustee, and there is no longer a need to insulate committee-counsel communications from managerial intrusion. Without a legitimate fear of managerial intrusion or retaliation in bankruptcy, Appellees' assertions as to a potential chilling effect ring hollow."; "Although the Court recognizes that this is a difficult issue in a largely ill-defined area of the law, it nevertheless respectfully disagrees with the legal determination of the Bankruptcy Court below. The Court finds that Appellant, as CMED's Liquidator, now owns and can thus waive the Audit Committee's attorney-client privilege, regardless of the Committee's prebankruptcy independence. The Bankruptcy Court's ruling to the contrary is hereby reversed."; "The Court's ruling as to attorney-client privilege does not extend, however, to Appellees' assertion of work product protections, which the Bankruptcy Court Opinion only peripherally addressed. . . . Importantly, because 'work product protection belongs to the Audit Committee's counsel and cannot be waived by the client' . . . It does not fall within the ambit of Weintraub. . . . Thus, even assuming that the Liquidator owns those documents for which Appellees have asserted work-product protection, he cannot waive this protection unilaterally. Appellant, at the very least, has not cited any cases suggesting otherwise.")

Case Date Jurisidction State Cite Checked
2015-09-30 Federal NY

Chapter: 6.202

Case Name: TP Orthodontics, Inc. v. Kesling, No. 46S03-1405-MI-337, 2014 Ind. LEXIS 715, at *22-23 (Ind. Sept. 3, 2014)
(analyzing privilege protection for a report prepared by a special committee in a derivative case; holding that any opinion work product deserved absolute protection, and that a company did not trigger an "at issue" waiver by relying on the report; remanding for an in camera review to assess privilege claims; "The SLC report attached to TPO's motion to dismiss satisfies both requirements. First, the report states that the SLC retained the attorneys of the law firm of Wooden & McLaughlin for assistance in conducting the underlying investigation. Thus, an attorney-client relationship existed between the attorneys at Wooden & McLaughlin and the SLC. Second, as discussed above, the report contained recommendations from the SLC's counsel -- communications in response to the SLC's efforts to obtain legal advice regarding the validity of the derivative claims from attorneys acting in their professional capacity. Given that TPO has met its burden of establishing the presence of confidential attorney-client communications within the SLC report, we find the sibling shareholders' contrary assertion without merit.")

Case Date Jurisidction State Cite Checked
2014-09-03 State IN

Chapter: 6.202

Case Name: Gary Miller Imports, Inc. v. Doolittle, Civ. No. 11-178 Erie, 2014 U.S. Dist. LEXIS 108772 (W.D. Pa. Aug. 7, 2014)
(holding that a law firm had represented minority shareholders rather than the company, even though the company paid the bills; "Of course a minority shareholder seeking to protect his personal rights and interests is going to communicate to counsel about the corporation. As a matter of substance, talking about the corporation in relation to protecting a minority shareholder's rights and interests is entirely different from communicating with counsel about matters within the company or the general affairs of the company. To be more specific, with respect to the withheld documents, it appears that the substance of the Doolittles conversations with counsel concerned matters related to the Doolittles personal rights and interest as minority shareholders and did not concern matters within the company or the general affairs of the company.")

Case Date Jurisidction State Cite Checked
2014-08-07 Federal PA

Chapter: 6.202

Case Name: Carpenters Pension Trust v. Lindquist Family LLC, No. C-13-01063 DMR, 2014 U.S. Dist. LEXIS 54335, at *8 (N.D. Cal. Apr. 18, 2014)
June 25, 2014 (PRIVILEGE POINT)

"How Do Courts Treat LLCs for Privilege Purposes?"

Limited Liability Corporations combine the characteristics of corporations and partnerships. Few courts have dealt with the privilege implications of these hybrid business entities.

In Carpenters Pension Trust v. Lindquist Family LLC, the court acknowledged that "[t]he application of attorney-client privilege to members of an LLC is a relatively uncharted area of law." No. C-13-01063 DMR, 2014 U.S. Dist. LEXIS 54335, at *8 (N.D. Cal. Apr. 18, 2014). The court ultimately applied the privilege principles applicable to corporations. After reviewing withheld documents in camera, the court concluded that despite the LLC's designation of one person to be the LLC's "sole manager," several other LLC members actually "communicated with each other and with the LLC's attorneys about legal advice relating to the LLC's business." Id. at *10-11. Because these members acted as the LLC's day-to-day "managing members," "disclosure of confidential information received by one managing member of the LLC to another managing member does not, by itself, defeat the attorney-client privilege." Id. at *11-12.

Lawyers representing LLCs should explicitly articulate various individuals' roles in seeking and acting on their legal advice, laying the groundwork for both privilege and non-waiver assertions if the need arises.

Case Date Jurisidction State Cite Checked
2014-04-18 Federal CA
Comment:

key case


Chapter: 6.203

Case Name: Mirra v. Mirra, Op. No. 136811, Dkt. No. 1484CV03857BLS2, 2017 Mass. Super. LEXIS 54 (Mass. Super. Ct. April 26, 2017)
(analyzing the waiver implications of two minority shareholders in a closely held corporation (brother and sister) sharing privileged communications with another brother, who is also a minority shareholder; noting that the other brother testified that he did not seek legal advice from the lawyer representing his brother and sister, and rejecting his later affidavit claiming that he did; finding that the disclosure waived the brother and sister's attorney-client privilege; "It is undisputed that Anthony never had any express attorney-client relationship with Posternak. In 2010 Lenny, Sandra, and Anthony all met with Attorney Nicholas Nesgos of Posternak to discuss ongoing disputes with the majority shareholders in Mirra Co. (Defendants do not seek disclosure of anything said at that meeting.) Thereafter Lenny and Sandra hired Posternak to represent them. Anthony did not. He never signed an engagement letter with Posternak, never paid Posternak any money, never asked Posternak to represent him, and was never told that Posternak or Attorney Negros was representing him."; "Plaintiffs insist that Anthony nonetheless had an implied attorney-client relationship with Posternak. In an interesting twist, Anthony does not join in that argument and does not oppose the motion to compel production emails he received or sent."; "Plaintiffs' claim that Anthony had an implied attorney-client relationship with Posternak fails to meet the first requirement, because Plaintiffs have not convincingly demonstrated that Anthony ever sought advice or assistance from Attorney Nesgos.")

Case Date Jurisidction State Cite Checked
2017-04-26 State MA

Chapter: 6.203

Case Name: McKinney/Pearl Restaurant Partners, L.P. v. Metropolitan Life Insurance Co., No. 3:14-cv-2498-B, 2016 U.S. Dist. LEXIS 68354 (N.D. Tex. May 25, 2016)
(finding that the minority owner of a limiited partnership was within privilege protection; "Plaintiff explains that Mr. Lieberman is a minority owner of Sambuca [Plaintiff]; that Sambuca's discussions with Mr. Lieberman were in his capacity as an owner of Sambuca; that Mr. Lieberman is also CEO of The Retail Connection, and certain of The Retail Connection employees were included on some of the communications as indicated in the Affidavit of Kim Forsythe; and that, to the extent these employees were included on privileged communications, they were acting at the direction of Mr. Lieberman as agents in his capacity as minority owner of Sambuca. Plaintiff asserts that, in his capacity as owner, Mr. Lieberman is entitled to attorney-client privilege, and his agents are entitled to the same."; "The Court determines that, through the Affidavit of Kim Forsythe . . .Plaintiff has sufficiently established that Mr. Lieberman and his employees were making or receiving the confidential communications at issue with Plaintiff's counsel while acting in the scope of employment with -- or, in this case, minority ownership of -- Plaintiff (or as agents of the minority owner) for the purpose of effectuating legal representation to Plaintiff. This conclusion is not undermined by Plaintiff also having retained The Retail Connection and Mr. Lieberman to negotiate on Plaintiff's behalf with Defendants. . . . Mr. Lieberman's serving as Plaintiff's agent in any negotiation does not preclude his making or receiving confidential communications while acting within the scope of his role as minority owner for the purpose of effectuating legal representation to Plaintiff, even in connection with the same negotiations.")

Case Date Jurisidction State Cite Checked
2016-05-25 Federal TX
Comment:

key case


Chapter: 6.302

Case Name: Robinson Mechanical Contractors Inc. v. PTC Group Holding Corp., Case No. 1:15-CV-77 SNLJ, 2017 U.S. Dist. LEXIS 72636 (E.D. Mo. May 12, 2017)
(holding that a parent and a wholly-owned subsidiary were jointly represented by the same lawyer; "[S]everal Delaware courts have held that parent corporations and their wholly-owned subsidiaries have the same interests 'because all of the duties owed to the subsidiaries flow back up to the parent.'. . . In fact, 'the only interest of a wholly owned subsidiary is in serving its parent.'")

Case Date Jurisidction State Cite Checked
2017-05-12 Federal MO
Comment:

key case


Chapter: 6.302

Case Name: Robinson Mechanical Contractors Inc. v. PTC Group Holding Corp., Case No. 1:15-CV-77 SNLJ, 2017 U.S. Dist. LEXIS 72636 (E.D. Mo. May 12, 2017)
(holding that a parent and a wholly-owned subsidiary were jointly represented by the same lawyer; "Here, PTC Group [parent of now-dissolved former subsidiary Seamless, possessing Seamless's documents] claims that it can independently assert the attorney-client privilege shared by it and Seamless in the alleged joint-client representation. This is so because, as PTC Group alleges, essentially at all times and for all matters relevant to this action, PTC Group and Seamless shared a common interest and shared in-house counsel, making them joint-clients. This Court agrees that PTC Group may assert the joint-client privilege, on behalf of itself and Seamless, for documents that otherwise qualify as privileged and relate to matters of common interest of the two corporations. For the same reasons, PTC Group can assert Seamless' work product doctrine privilege.")

Case Date Jurisidction State Cite Checked
2017-05-12 Federal MO
Comment:

key case


Chapter: 6.302

Case Name: Blake v. Harvest New England, LLC, HHDCV166065384S, 2017 Conn. Super. LEXIS 535 (Conn. Super. Ct. March 17, 2017)
(holding that a corporate parent's in-house lawyer also represented the parent's wholly-owned subsidiary; "It is true that Vittiglio is identified in his affidavit as corporate counsel only for Harvest Power, Inc. and no evidentiary basis has been provided that he had or has a direct relationship with the defendant, Harvest New England, LLC. However, the plaintiff provides no authority for the proposition that counsel for a parent company, as a matter of law, does not or cannot act in a professional legal capacity for a wholly owned subsidiary in his investigation of liabilities to which the subsidiary, and consequentially the parent company, might be exposed. The court is of the view, and so finds, that Vittiglio was in fact acting on behalf of both Harvest New England, LLC and Harvest Power, Inc. in the capacity of a professional legal adviser when he directed Davis, also an attorney, to interview Bowman and Brigano to request a statement from de Rahm. Thus, if the documents possess the other attributes required for protection under the attorney-client privilege or as work product they may not be disclosed.")

Case Date Jurisidction State Cite Checked
2017-03-17 Federal CT

Chapter: 6.302

Case Name: Margulis v. The Hertz Corporation, Civ. A. No. 14-1209 (JMV), 2017 U.S. Dist. LEXIS 28311 (D.N.J. Feb. 28, 2017)
(holding that a corporate family was not "one" client, but that a United States law firm jointly represented a U.S. company and an overseas affiliate; "This is an email between counsel relating to the allegations in the case. Although the lawyers are employed by different Hertz entities, the joint client relationship protects the communication.")

Case Date Jurisidction State Cite Checked
2017-02-28 Federal NJ

Chapter: 6.302

Case Name: Loop AI Labs Inc. v. Gatti, Case No. 15-cv-00798-HSG (DMR), 2017 U.S. Dist. LEXIS 4254 (N.D. Cal. Jan. 11, 2017)
(finding that a firm represented an Italian company and its subsidiary, even if there was no retainer agreement; "Plaintiff argues that Almawave never established a privileged relationship with Orrick, lacked the ability to assert privilege on behalf of Almaviva S.p.A. and Almawave S.r.l., and therefore did not have standing to move to quash the Orrick subpoena. This argument is without merit. Almawave submitted the declaration of Valeria Sandei, the Chairman and President of Almawave USA and CEO of Almawave S.r.l., in which she stated that Almawave S.r.l. formally engaged Orrick to assist in setting up a United States subsidiary. . . . After the establishment of Almawave USA, Sandei states that 'Orrick served as counsel to both Almawave S.r.l. as well as to Almawave USA, providing legal advice to each company.'. . . Given this undisputed evidence, Almawave could reasonably have believed that Orrick was acting as its attorney during the relevant period, even if Orrick was never formally retained to represent that entity.")

Case Date Jurisidction State Cite Checked
2017-01-11 Federal CA

Chapter: 6.302