The NCK Organization LTD. and William E. Greene, Jr., Appellees, v. Walter W. Bregman, Appellant, 542 F.2d 128

The NCK Organization LTD. and William E. Greene, Jr., Appellees, v. Walter W. Bregman, Appellant



[8] Appellant's alternative argument that no "confidential" disclosures were involved in Randall's work on the two contracts on behalf of ORG overlooks the essential nature of information which is confidential between attorney and client, and the critical issues set forth in note 6 supra. The confidential nature of the information to which Randall had access in his fiduciary capacity as house counsel is not dependent upon whether it was secret from or known to Bregman as a corporate officer and director. As the court, strictly to be sure, explained in Ernie Industries, Inc. v. Patentex, Inc., supra, 478 F.2d at 572-73, quoting from H. Drinker, Legal Ethics 135 (1953):

The client's privilege in confidential information disclosed to his attorney "is not nullified by the fact that the circumstances to be disclosed are part of a public record, or that there are other available sources for such information, or by the fact that the lawyer received the same information from other sources."

The Code itself in Ethical Consideration (EC) 4-4 notes that the attorney-client privilege is more limited than the ethical obligation of a lawyer to guard the confidences and secrets of his client. This ethical precept, unlike the evidentiary privilege, exists without regard to the nature or source of information or the fact that others share the knowledge....

Even if, as Randall asserted, all confidential information to which he as house counsel had access was independently known to Bregman from his own employment or from another source, ORG's privilege in this information as disclosed to its attorney Randall is not thereby nullified.8

8It is important to remember that Bregman will have the right to pursue his defense in this action with new trial counsel and to disclose to them information to which he was privy as ORG's employee. Hull v. Celanese Corp., 513 F.2d 568, 572 (2d Cir. 1975). That this is so further highlights the principle that the confidential nature of corporate "confidences" to which Randall had access is based upon the existence of an attorney-client relationship and not upon the content of the information itself.

Referring Principles
Trans-Lex Principle: XII.6 - Attorney-Client Privilege
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