In the first half of 1959, I organized several corporations for clients of mine. In at least two of them, I requested a close friend, neighbor and former business associate of mine, one A, to act as an incorporator, His wife, B, and my wife, C, also acted as incorporators. None of the above parties had any interest in said corporations, except to act as incorporators. After the formation of said corporations, resignations were executed by each of the above mentioned incorporators.
Subsequently, B and A separated, B commenced a separation action, which is currently being litigaged. I represent neither party in this or any other action.
On February 25, 1960, I received a letter from B demanding copies of all papers she signed at my request. The papers she referred to, were the certificates of incorporation and resignations mentioned above. On February 27, 1960, I answered her letter explaining to her the nature of the papers she signed, and also explained that neither she nor her husband had any interest whatsoever in said corporations.
On March 8, 1960, I again received a demand for copies of said papers.
At this date, I believe that B does not know the names of the corporations for which she acted as an incorporator; and I do not wish to supply her with any further information on this matter. I have reason to believe she would contact the corporations in an attempt to embarrass and harass me.
The corporations and their interested parties are in no way related to, nor do they even know B or A. Furthermore, B’s rights have in no way been prejudiced by this situation.
I also believe I have a duty to my clients, the corporations to protect them from unnecessary annoyance.
Would you kindly advise me on this matter.
The Committee believes that the question presented is fundamentally one of law rather than of professional ethics and so feels that it must refuse to answer the question.
May 19, 1960