The Fourth Appellate District affirmed a judgment. The court held that a minority shareholder’s claims that outside counsel facilitated conversion in connection with dissolution of corporation were barred where the corporation had not waived the attorney-client privilege as to communications forming the basis for the claims.
Mark Reilly and Lena Brion agreed in 2003 to operate Brion Reilly, Inc. (BRI) to provide architectural and design services. Their interests in the corporation were 49% and 51%, respectively, but they agreed to equal compensation and profit sharing. Approximately a year later, Reilly and Brion agreed to terminate their business relationship and dissolve BRI.
