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Lynch v. Gonzalez

Court of Chancery of Delaware

November 18, 2019, Decided

Civil Action No. 2019-0356-MTZ

Opinion

I write regarding Plaintiffs' Motion for Entry of an Order to Show Cause Concerning Defendants' Violation of Plaintiffs' Attorney-Client Privilege and Refusal to Turn Over ESI (the "Motion").1 The parties have engaged in contentious discovery in this matter. This Motion addresses the dispute over whether work e-mails between Plaintiff Carlos Eduardo Lorefice Lynch and in-house counsel associated with Plaintiff Grupo Belleville Holdings, LLC ("Belleville" or the "Company") are confidential and subject to the attorney-client privilege.

Plaintiffs filed the Motion in July 2019, when depositions loomed in the near future. But the Motion ballooned into several rounds of briefing, the depositions were rescheduled, and the privilege issue crystallized at oral argument on October 15.2 To give guidance on privilege in advance of those depositions, I issued a brief letter opinion granting Plaintiffs' Motion on October 18, and indicated [*2]  that I would detail my reasoning in the near future.3 Today, I provide my reasons for granting the Motion. I write for the parties and provide only the background necessary to resolve the pending dispute.

I. Background

This matter was brought under 6 Del. C. § 18-110, and presents the question of whether Lynch properly acquired a sixty-five percent interest in Belleville in 2018.4 The case is expedited and set for trial in December 2019.

Belleville, a Delaware limited liability company, is a holding company for ownership interests in Argentine companies, which in turn own a variety of media assets located in Buenos Aires, Argentina.5 For example, Belleville owns Inversora de Medios y Comunicaciones S.A. ("IMC").6 IMC has seven subsidiaries, including Telearte Sociedad Anonima, Empresa de Radio y Television ("Telearte").7 Belleville conducts business in Florida and Argentina through a number of its subsidiaries, such as Telearte.8 The employees responsible for operating Belleville's subsidiary businesses work and reside in Argentina.9

At the time of Belleville's formation, Defendant Gonzalez owned five percent of the Company.10 Defendant Televideo Services, Inc. ("Televideo") owned the remaining [*3]  95 percent.11 Televideo is a Florida corporation with its formal principal place of business in Florida.12 Gonzalez controls Televideo,13 which is affiliated with other Gonzalez-controlled entities and brands operating throughout Latin America.14

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2019 Del. Ch. LEXIS 1365 *; 2019 WL 6125223

Carlos Eduardo Lorefice Lynch, et al., v. R. Angel Gonzalez Gonzalez, et al.

Notice: THIS OPINION HAS NOT BEEN RELEASED FOR PUBLICATION. UNTIL RELEASED, IT IS SUBJECT TO REVISION OR WITHDRAWAL.

CORE TERMS

emails, Albavision, server, correspondence, confidential, communications, subsidiaries, email address, parties, percent, entities, override, employees, privacy, hosted, legal advice, sixty-five, reasonable expectation of privacy, co-manager, matters, reasonable expectation, discovery motion, right to privacy, attorney-client, circumstances, acquisition, monitoring, asserting, discovery, sovereign

Evidence, Privileges, Attorney-Client Privilege, Scope, Civil Procedure, Discovery, Electronic Discovery, Privileged Communications, Labor & Employment Law, Employee Privacy, Constitutional Protections, Waiver, Discoverability of Electronic Information, Burdens of Proof, Allocation, Judicial Notice, Legislative Facts, Laws of Foreign States, Constitutional Law, Substantive Due Process, Privacy, Fundamental Rights, Search & Seizure, Scope of Protection, Torts, Invasion of Privacy, Intrusions, Elements