Renate Hecht

<p>Petitioner Renate Hecht is the plaintiff in a superior court action in which she alleges that she was deprived of her interest in Amalgamated Software of North America, Inc. (ASNA), a corporation headed by real party David Ferguson. Hecht petitions for an order compelling the testimony of Attorney Abram Zukor about attorney-client conversations he had with Ferguson during the formation of the corporation. (1a) The issue in this proceeding is whether Hecht presented to the respondent court evidence sufficient to bring these conversations within the "joint client" exception to the attorney-client privilege.^[1] We hold that Hecht made a sufficient factual showing and the respondent court abused its discretion in denying Hecht's request to compel the testimony of Zukor.</p>

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Hecht alleges that in late 1981, Ferguson was on the verge of perfecting and marketing new software for the IBM System 34 computer. Ferguson obtained a commitment from outside investors, SCS Industries, Ltd., for an investment of $100,000.^[4] However, SCS conditioned its investment on Ferguson's setting up a new corporation, which would provide a greater tax benefit to SCS. Hecht claims that she took out a loan to contribute $60,000 to the new company.^[5]

Hecht (at his direction, according to Ferguson) contacted Attorney Zukor to find out what had to be done to set up the new corporation. During the formation stages of the corporation, Hecht and Ferguson met once with Zukor in his office and had several telephone conversations with him. In her declaration in support of the motion below, Hecht describes one of these three-way conversations as follows: "During this conversation, Mr. Zukor explained to David and I [<i>sic</i>] the need to pick officers, directors and shareholders of ASNA. David Ferguson then told Zukor that both he and I would be officers, that he would be President and I would be corporate secretary and that he and I were to be equal shareholders of ASNA."^[6]</p>