Associate Attorney
In Chetrit Group, LLC v. EquiShares, Inc., the Third District Court of Appeal addressed whether communications between business parties and an attorney involved in drafting a proposed joint-venture agreement were protected by the attorney-client privilege, or instead fell within Florida’s statutory common-interest exception.
The dispute arose from a proposed partnership to develop a resort property in Hollywood Beach. EquiShares alleged that it and Chetrit had agreed to collaborate on the project, with EquiShares contributing development expertise and Chetrit contributing the property and financing. Attorney Jaime Lieber participated in drafting a written partnership agreement intended to formalize the joint venture, although the agreement was never ultimately executed. After the relationship between the parties deteriorated and litigation followed, EquiShares sought discovery of communications between Chetrit and Lieber concerning the project and the draft partnership agreement. Chetrit objected, asserting attorney-client privilege and arguing that Lieber represented Chetrit exclusively. EquiShares countered that Lieber had effectively been communicating with both sides during the partnership negotiations, meaning the communications were made in furtherance of a shared legal objective and fell within the common-interest exception.
Following an evidentiary hearing, the trial court agreed with EquiShares and compelled production of the communications. The court concluded that the communications were made in furtherance of a common legal interest—forming and structuring the joint venture—and involved an attorney engaged in assisting both parties with that effort. Chetrit sought certiorari review, arguing the trial court had improperly pierced the attorney-client privilege.
The Third DCA denied the petition. The appellate court emphasized that although the attorney-client privilege is one of the oldest recognized privileges, it is not absolute and is subject to statutory exceptions. One such limitation is the common-interest doctrine, which applies when communications involve parties sharing a legal interest and are made in furtherance of that shared objective with an attorney advising on the matter. The court rejected Chetrit’s argument that privilege applied simply because the parties later became adversaries or because the partnership agreement was never finalized. Instead, the court focused on the evidence presented at the hearing showing that Lieber communicated with both Chetrit and EquiShares regarding the terms of the proposed partnership agreement and the structure of the venture while the parties were still pursuing the project together. Because competent, substantial evidence supported the trial court’s findings that the communications related to a shared legal interest, the trial court did not depart from the essential requirements of law in applying the exception.
Practice pointers
- The attorney-client privilege is not absolute and may yield to the common-interest exception when multiple parties consult the same attorney regarding a shared legal objective.
- Joint venture or partnership negotiations can create circumstances where communications later become discoverable between the parties.
- The fact that the relationship later becomes adversarial—or that the deal never closes—does not automatically restore privilege.
- Clearly defining representation at the outset, or ensuring each party has separate counsel, can be critical to preserving privilege protections.
Takeaway: When an attorney communicates with multiple parties pursuing a shared legal objective—such as forming a joint venture—those communications may later be discoverable between them under the common-interest exception. Transactional lawyers should be mindful that collaborative negotiations can unintentionally weaken privilege protections if the parties later end up in litigation.
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