Tritek Telecom, Inc. v. Superior Court

Although corporate directors have an “absolute right” to “inspect and copy all [corporate] books, records and documents of every kind” (Corp. Code, § 1602), including documents protected by the attorney-client privilege, we conclude that a corporate director does not have the right to access documents covered by the attorney-client privilege that were generated in defense of a suit for damages that the director filed against the corporation. (All undesignated statutory references are to the Corporations Code.) As such, we grant the petition and direct the trial court to conduct further proceedings to determine whether (1) the requested documents are covered by the attorney-client privilege and (2) if the requested documents are privileged, whether an exception exists or there was an express or implied waiver of the privilege.

FACTUAL AND PROCEDURAL BACKGROUND

Tritek Telecom, Inc. (Tritek), is a California corporation with two equal shareholders, Andre Rerolle and Prospect Development Inc. (Prospect), a company solely owned by Chik-Lun Mak. Tritek initially had three members on its board of directors, Alvin Ly, Rerolle and Mak. In May 2007, Rerolle and Mak hired L.…