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Ctr. Partners, Ltd. v. Growth Head GP, LLC

Supreme Court of Illinois

November 29, 2012, Opinion Filed

Docket Nos. 113107, 113128 cons.

Opinion

 [*P1]  [**348]   [****23]   Defendants appeal from a circuit court of Cook County order that granted plaintiffs' motion to compel the production of certain documents containing privileged attorney-client communications.1 Defendants  [****24]   [**349]  refused to comply with the court's order to compel production of documents and were found in contempt. Defendants appealed pursuant to Supreme Court Rule 304(b)(5) (eff. Feb. 26, 2010). The appellate court affirmed the granting of the motion to compel. 957 N.E.2d 496, 354 Ill. Dec. 180, 2011 IL App (1st) 110381. Defendants have appealed to this court, arguing the subject matter waiver doctrine should not apply to compel production of undisclosed, privileged communications where the disclosed communications were extrajudicial in nature and were not used to gain an advantage in litigation. This court granted leave to appeal. Ill. S. Ct. R. 315 (eff. Feb. 26, 2010). We have allowed the Illinois State Bar Association, Association of Corporate Counsel, Association of Corporate Counsel Chicago Chapter,  [***2] the International Association of Defense Counsel, and Illinois Association of Defense Counsel to file amicus curiae briefs pursuant to Supreme Court Rule 345 (Ill. S. Ct. R. 345) (eff. Sept. 20, 2010). For the following reasons, we reverse the judgments of the appellate and circuit courts and remand the cause to the circuit court.

 [*P2]  BACKGROUND

 [*P3]  Defendants are independent real estate companies that own and operate retail shopping malls throughout the United States. In late 2001 and early 2002, defendants Westfield, Rouse, and Simon negotiated to jointly purchase the assets of a Dutch company, Rodamco North America, N.V. (Rodamco). Among the assets purchased with the acquisition of Rodamco was Urban Shopping Centers, L.P. (Urban), an Illinois limited partnership that owns high-end retail shopping centers across the United States. Defendants acquired a large majority interest  [***4] in Urban, including full ownership of Head Acquisitions, L.P. (Head), Urban's general partner. Plaintiffs are minority limited partners in Urban.

 [*P4]  The Business Negotiations

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2012 IL 113107 *; 981 N.E.2d 345 **; 2012 Ill. LEXIS 1525 ***; 367 Ill. Dec. 20 ****; 2012 WL 6115551

CENTER PARTNERS, LTD., et al., Appellees, v. GROWTH HEAD GP, LLC, et al., Appellants.

Prior History: Ctr. Partners, Ltd. v. Growth Head GP, LLC, 957 N.E.2d 496, 2011 Ill. App. LEXIS 920, 354 Ill. Dec. 180, 2011 IL App (1st) 110381 (2011)

Disposition:  [***1] Judgments reversed. Cause remanded.

CORE TERMS

disclosure, subject matter, legal advice, communications, waived, attorney-client, Plaintiffs', extrajudicial, documents, negotiations, privileged communication, advice, motion to compel, defendants', partnership, deposition, tactical advantage, confidential, acquisition, privileged, doctrine of waiver, circuit court, disclosing, synthetic, cases, partnership agreement, extends, parties, discovery, deposition testimony

Civil Procedure, Appeals, Standards of Review, De Novo Review, Discovery, Privileged Communications, General Overview, Attorney-Client Privilege, Evidence, Privileges, Attorney-Client Privilege, Scope, Waiver