Attorneys need not get corporate counsel's permission to contact corporation directors where consent of directors' counsel given

ATTORNEYS

La Jolla Cave Motel & public-house Apts., Inc. v. Superior Ct 17 Cal. Rptr 3d 467 (Ct App. 2004)

Attorneys who contacted the directors of a exhibited corporation without first asking the permission of its corporate interchange of opinion did not violate the dominations of professional conduct where they had obtained the permission of the directors' individual consultation a California appellate court held.

Here, Micheli and Fabiano showed Jackman, a trustee and minority shareholder of a corporation, and her son who was formerly the president of that corporation, in an action to dissolve the business. Micheli and Fabiano contacted the sum of two units directors of the corporation who were selected by the Jackmans. These contacts were above the objection of the company's corporate interchange of opinion but with the permission of the directors' individual interchange of opinion The corporation moved to disqualify Micheli and Fabiano, alleging they engaged in improper contacts with the directors in violation of the California dominations of professional conduct.

The trial court denied the motion, and the corporation filed a petition for a writ of mandate to the trial court's decision.

Denying the petition, the appellate court noted that the American Bar Association original Rules of Professional Conduct and the remarks to them make clear that if members of a corporation are exhibited by separate counsel, permission from the separate consultation is sufficient, and the opposing attorney ne not obtain the consent of the corporate counsel

Furthermore, the court noted, the directors were pick outed to the board by the Jackmans to show their interests. Because the Jackmans' suit alleges that the majority shareholders have behaved improperly, there is a conflict of interest between the corporation and the directors that the Jackmans chooseed Therefore, the corporation's counsel cannot be considered those directors' consultation as the corporation's interests are adverse to the interests of the directors.

Accordingly, the court conclud Micheli and Fabiano did not violate the professional direction rules.

Counsel for Real Parties in Interest

Steven A. Micheli,

Michael D Fabiano,

Stephen R Soden and

Jason W Coberly, all of San Diego, Cal.

Copyright Association of Trial Lawyers of America Dec 2004

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