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Keywords

lawsuitattorneydepositionmotionfiduciarycorporationfiduciary dutybreach of fiduciary dutyattorney-client privilegepiracy
damagesattorneylawyerdepositionmotionfiduciarywillcorporationfiduciary dutybreach of fiduciary dutyrespondentattorney-client privilegepiracy

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Dickerson v. Superior Court, 135 Cal.App.3d 93, 185 Cal.Rptr. 97

Facts

David D. Dickerson, the controlling shareholder and president of ADZ, Inc., faced a lawsuit from minority shareholders alleging breach of fiduciary duty, fraud, and conspiracy. The minority shareholders claimed that Dickerson forced them into unfair agreements regarding the sale of the corporation's stock. During the deposition, Karl D. Chandler, the attorney for ADZ, Inc., refused to answer questions about his communications with Dickerson, citing attorney-client privilege. The superior court ordered Chandler to answer, prompting the petition for a writ to review the order.

Real parties in interest were minority shareholders in ADZ, Inc. Dickerson was the controlling shareholder and was president and a director of the corporation. Real parties sued in respondent court seeking damages for breach of fiduciary duty, fraud and conspiracy.

Issue

Whether the order compelling the former corporate attorney to answer deposition questions violated the attorney-client privilege.

Petitioners contend that the order compelling answers to deposition questions violated the attorney-client privilege formerly held by ADZ, Inc.

Rule

The attorney-client privilege allows a client to refuse to disclose or prevent another from disclosing confidential communications between the client and attorney, and this privilege belongs to the client who alone may waive it.

A client ordinarily has the privilege to refuse to disclose or to prevent another from disclosing, a confidential communication between the client and his lawyer.

Analysis

The court determined that the attorney-client privilege, originally held by ADZ, Inc., was now held by its successor, Santa Clara Publishing, Inc. The court found that Chandler could invoke the privilege without further authorization, as long as a holder of the privilege existed at the time disclosure was sought. The court rejected the argument for a new nonstatutory exception to the privilege, emphasizing that existing statutory privileges could not be limited by judicial policy.

The present holder of the privilege is still in existence; therefore, the privilege may be invoked without further authorization.

Conclusion

The court granted the writ, commanding the superior court to vacate its order compelling answers, without prejudice to a renewed motion based on the crime or fraud exception to the attorney-client privilege.

A writ will issue commanding respondent court to vacate its order compelling answers without prejudice to consideration of a renewed motion based on the crime or fraud exception to the attorney-client privilege.

Who won?

David D. Dickerson and Karl D. Chandler prevailed because the court upheld the attorney-client privilege, ruling that the order compelling disclosure violated this privilege.

The court found that Chandler could invoke the privilege without further authorization, as long as a holder of the privilege existed at the time disclosure was sought.

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