Here is a well-written decision by NY Supreme Court Justice Stallman on a very complicated question of attorney-client privilege, confidentiality, issues of whether there was an attorney-client relationship, and how to resolve the competing rights of discovery, business secrets and confidentiality. 

Hélie v McDermott, Will & Emery ,2007 NY Slip Op 27523 ,Decided on December 17, 2007 ,Supreme Court, New York County ,Stallman, J.

"In this legal malpractice action, plaintiff Marc Helie claims that defendant John J. Sullivan, a partner in the law firm of defendant McDermott, Will & Emery, failed to disclose an alleged conflict of interest while Sullivan was allegedly representing plaintiff and acting as outside corporate counsel to Gramercy Advisors, LLC and related entities. Plaintiff alleges that, in June 1998, Sullivan represented him in connection with the formation of Gramercy Advisors, LLC and related entities. In January 2000, non-party Jay Johnston purchased a 30.43% interest in the business, which resulted in amendments to Gramercy’s original operating agreement. Plaintiff alleges that, during the drafting of those amendments, Sullivan allegedly advised plaintiff that, in the event of plaintiff’s resignation, his resignation would not be considered "an event of dissociation" under the operating agreement, which would trigger a payment based on a specified formula. Plaintiff alleges that Sullivan advised plaintiff that his interest in Gramercy upon resignation would reflect current market value. Plaintiff claims that, on the basis of that advice, Helie executed the revised operating agreement. Plaintiff claims that, during the drafting process and in rendering the alleged advice, Sullivan was acting as plaintiff’s attorney. "

Read the balance of the decision for Justice Stallman’s discussion of the competing rights of the litigants.