Dean Foods Company 1 et al. v. Arthur J. Pappathanasi et al., 16 Mass. L. Rep. 53

Summary

In 1998, a stock purchase agreement was executed, whereby the purchasers bought the stock of the corporation. As part of the stock purchase agreement, representations were made having to do with lawsuits pending or threatened against the corporation, and neither the corporation nor its counsel mentioned any such lawsuit. Prior to the sale, the subsidiary of the corporation was served with a subpoena seeking documents relating to its participation in an alleged conspiracy to defraud. After the purchasers bought the corporation, the subsidiary pled guilty to conspiracy to defraud and paid a fine of $ 7,200,400. The instant action resulted. The purchasers sought documents related to when counsel and the officials became aware of criminal action, including documents passed between counsel and the officials. While the corporation waived the attorney-client privilege, the officials did not. The trial court found that it presumed that counsel represented the corporation and subsidiary, not ...