Accessing information held by previous solicitor..?

[i.dan]

The legal documents for our small property management company were originally drawn up by a legal firm which represented one of the founding Directors. A recent issue with the documents has required that we try to understand the intentions of some of the wording in the company's articles and of the Lease documents. However the original legal firm is not obliging with any records of the original discussions. And that firm no longer represents the company, but continues to represent the original and present Director of the company. He is saying nothing about how the gray areas of the documents should be interpreted. Is it possible for the shareholders to force the release from this firm of these original discussions and intentions?. They would enable the company to better understand what was meant by some clauses, which are otherwise open to several interpretations.

[atticus]

Your post raises the question who this firm's client was when it drafted these documents.

What is the wording that is causing difficulty in interpretation here?

[i.dan]

Your post raises the question who this firm's client was when it drafted these documents.

What is the wording that is causing difficulty in interpretation here?

We dont know who the client was as the Director is not saying if the firm represented him or the Company. Presumably the Director, being the company joint founder asked his solicitor to draft the Lease and Article documents for his company. Does that make the client 'the company', regardless of who commissioned the work?

The wording issue is what is meant by 'managers'. In that the Lease contract refers to specific be-spoke decisions in regard to first refusals being made by 'the managers', but The (CA 2006) Articles state that all the powers of the company are granted to 'the Directors'. The common understanding was that the Leaseholders / shareholders were the managers (1 share = 1 'manager' vote). whereas the standard 'company act' Director status was up till recently seen as secondary to that manager role. That served us well until new Leaseholders came on board and read the documents in the literal sense to provide that the Directors have priority and can use a majority of votes system, taken at directors only meetings. It was stated previously (many years ago) by the other joint founder that the system prioritised residents (shareholders / leaseholders). The intentions of these be-spoke mechanisms can only be confirmed by the original legal firm if they hold those records.

[atticus]

Your presumption suggests that the firm acted for the individual.

Are you able to give a specific instance of wording?

[i.dan]

Your presumption suggests that the firm acted for the individual.

Are you able to give a specific instance of wording?

If the firm acted for the individual in providing a companies contract mechanisms, does that exempt the firm from any obligation toward the company in regard to the intentions behind those mechanisms, such as how the client intended them to be interpreted? It would appear that the complications of setting up a company, in who's responsibility is only to own a flats converted house, muddles the relationship between the many 'hats' of being simultaneously a Manager, Director, Leaseholder, Shareholder and Tenant. In short the spoken intentions by the original members, of the property's set-up does not match the literal and legal interpretation of the Lease and the articles. It is likely intentions were provided to the firm, but that they wrote them down in a more standard format. The resulting template had no issues until it was questioned in practice. In which case the default interpretation had to be what was provided by the original solicitor to the individual.

The original member is now keeping quiet to, perhaps avoid any personal liability. But, is there no other way to force these intentions to come to light?

[i.dan]

Of the founding members. One was the firms client. The other had his own solicitor. Both solicitors were involved separately on behalf of their clients. The second member to the one previously mentioned explained (in writing) the intentions as being that all members had a right of veto in regard to decisions at the property (The intentions). These explanations, or intentions were not, when questioned in practice backed up by the relationship between the Articles and the Lease (The interpretation).

[atticus]

You have said nothing to suggest that the company was the firm's client, even if on instructions from its client the firm drafted documents for adoption and use by the company.