Majority shareholders, minority shareholders and the company’s attorney. Who has the right to sue if things go wrong? The answer depends on who has privity with the attorney. Here is an Ohio case on the issue.
Reported by Legal Newsline: "Attorneys for majority owners of close corporations — ones allowed by law to act more informally than a normal corporation — may be sued for malpractice by minority owners, the Ohio Supreme Court recently decided.
The appeal in the case LeRoy, et al. v. Allen, Yurasek & Merklin asked the Court to decide if plaintiffs outside the attorney-client relationship can make a valid malpractice claim against the attorney. In a unanimous decision delivered Wednesday, the Court decided that a bad faith or collusion charge is appropriate.
However, the Court decided that minority owners could not proceed on the basis of being in privity with the majority owner — having virtually the same legal interests"