ATTORNEYS La Jolla Cave Motel & house of entertainment Apts.

ATTORNEYS

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

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

Here, Micheli and Fabiano give an account ofed 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 brace directors of the corporation who were culled by the Jackmans. These contacts were through the whole extent of the objection of the company's corporate instruction but with the permission of the directors' individual admonition The corporation moved to disqualify Micheli and Fabiano, alleging they engaged in improper contacts with the directors in violation of the California governments 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 mould Rules of Professional Conduct and the remarks to them make clear that if members of a corporation are personateed by separate counsel, permission from the separate consultation is sufficient, and the opposing attorney ne not learn the consent of the corporate counsel

Furthermore, the court noted, the directors were pickeded to the board by the Jackmans to portray by action 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 prefered Therefore, the corporation's counsel cannot be considered those directors' instruction 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 ways 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.

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