Goldstein

On January 31, 1972, the law firm of Charles H. Goldstein, Joseph F. Gentile, and Norman H. Kirshman filed its amended complaint claiming money due for the reasonable value of legal services rendered by Norman H. Kirshman. Defendants Alan B. Lees and Florenza Lees contended at trial that the monies prayed for in the complaint exceeded the amount specified in an oral agreement between Alan Lees and Norman Kirshman. Plaintiffs contended that there was no such agreement, and the trial judge agreed. The defendants have appealed.

The basic question presented in this case is whether or not a former counsel to a corporation can properly render legal services on behalf of a minority shareholder and director in a proxy fight designed to gain control of the same corporation under circumstances where the former counsel holds corporate confidences and secrets which are relevant to the proxy fight. We hold that such representation is improper and that a contract to provide such services is void for reasons of public policy.

Facts

Norman Kirshman served as executive vice president, secretary, and general counsel to Diodes, Inc. from April 1967 to October 1969. Before assuming the…