Opinion
Stockholders' action. On objection to subpoena issued and served upon one defendant requiring him to produce certain documents and to testify at hearing, the District Court, James F. Gordon, J., held that attorney-client privilege was not available against plaintiff stockholders who sought to examine written communications and to inquire concerning oral communications between corporation and its attorneys.
Objection overruled.
W. C. Boone, Jr., Jones, Cherry, Grissom & Boone, Louisville, Ky. Marvin Cherner, Birmingham, Ala., J. Vernon Patrick, Berkowitz, Lefkovitz, Vann & Patrick, Birmingham, Ala., for plaintiffs. [George E. Dudley, Receiver, Louisville, Ky. Stuart A. Handmaker, Handmaker, Weber & Meyer, Louisville, Ky. for Receiver.]
Charles H. Erwin, Moore, Moore, Downing & Layden, Mobile, Ala., J. Leonard Walker, Louisville, Ky. for defendants Rick Wolfinbarger, B. J. Withrow, and Merritt G. Marine.
Charles H. Erwin, Moore, Moore, Downing & Layden, Mobile, Ala., Robert P. Hastings, Louisville, Ky. for defendant Hiram D. Snowden.
John H. Morrow, Birmingham, Ala., Carl K. Helman, Louisville, Ky. for defendant Ollie Windhorst, Sr.
John H. Morrow, Birmingham, Ala., J. Montjoy Trimble, Lexington, Ky. for defendant Arthur D. Smith.
John Rucker, Murfreesboro, Tenn., Gary P. Smith, Birmingham, Ala., Henry V. B. Denzer, Louisville, Ky. for defendants Carlyle Jennings and George Dabney Stanley.
Henry H. Hancock, Memphis, Tenn., Joseph B. Helm, Louisville, Ky. for defendant William W. Farris.
Richard L. Garnett, Dale Burchett, Glasgow, Ky. for defendant George M. Wagner.
John R. Carr, Jr., Indianapolis, Ind., Thorp L. Wolford, Louisville, Ky. for defendant Morley H. Ringer.
Spencer E. Harper, Jr., Grafton, Ferguson, Fleischer & Harper, Louisville, Ky. for defendants Morris Borowitz, Harry Crafton, W. L. Martin, Ralph W. Higgins, Clarence H. McCabe, Cletus Ratterman, Ray R. Townes, Russell Reynolds.
B. L. Kessinger, Jr., Harbison, Kessinger, Lisle & Bush, Lexington, Ky. for defendant Frank G. Gilliam.
Wilbur Fields, Louisville, Ky. for defendant Carmen M. McNeill.
James W. Stites, Jr., Stites, Peabody & Helm, Louisville, Ky. for defendant William K. Ellis.
Thomas W. Bullitt, Bullitt, Dawson & Tarrant, Louisville, Ky. for defendants William M. Black, C. R. Escott, Charles Steineger, Jr. and Peat, Marwick, Mitchell & Co.
William A. MacKenzie, Jones, Ewen, MacKenzie & Peden, Louisville, Ky. for defendants Franklin P. Hays and John K. Skaggs, Jr.
Bernard Weisberg, Gottlieb & Schwartz, Chicago, Ill., David W. Gray, Louisville, Ky. for defendant James E. Fahey.
Kent McElwain, Louisville, Ky. for defendant Wolf and Company.
ORDER OVERRULING OBJECTION OF FRANKLIN P. HAYS TO PRODUCTION OF DOCUMENTS
JAMES F. GORDON, District Judge.
This cause came on to be heard upon the Objection herein filed by Defendant, Franklin P. Hays, to the subpoena issued and served upon him requiring him to produce certain documents and to testify at a hearing scheduled for December 18, 1968.
Said Objection was asserted on the ground that the documents and testimony concerned communications between Insurance Investors Trust Company and the said Franklin P. Hays and his law firm, and that said communications were privileged communications between the corporation and its attorneys.
Counsel for Hays and Plaintiffs having been heard on the matter, and the Court having considered said Objection, the Court is of the opinion and hereby holds that the attorney-client privilege is not available against Plaintiff stockholders of Insurance Investors Trust Company. A corporate entity acts only for its stockholders, and they are entitled to see written communications and to inquire concerning oral communications between their corporation and its attorneys. Pattie Lea, Inc. v. District Court of The City and County of Denver, 423 P.2d 27 (Supreme Court of Colorado, en banc, 1967); Garner v. Wolfinbarger, 280 F.Supp. 1018 (N.D.Ala.1968); Gouraud v. Edison Gower Bell Telephone Company of Europe, Limited, 57 L.T.Ch. 498, 59 L.T. 813 (1888); Dennis & Sons, Ltd. v. West Norfolk Farmers Manure & Chemical Company, Ltd., 2 All E.R. 94, 112 L.J.Ch. 239, 169 L.T. 74, 59 TLR 298, 87 Sol.Jo. 211 (1943).
It is therefore, ordered, adjudged and decreed that said Objection filed by Franklin P. Hays herein to Plaintiff's subpoena requiring him to produce documents and to testify concerning communications between Insurance Investors Trust Company and Franklin P. Hays and other members of his law firm be and the same is hereby overruled.