Hoopes v. Carota

In Hoopes v. Carota, 74 N.Y.2d 716 [1989], the beneficiaries of a trust commenced an action to remove the named trustee amid allegations that the trustee proposed and obtained board approval for salary increases for himself and another person, obtained approval for long-term employment contracts for various corporate officers and discouraged merger negotiations that were alleged to have been favorable for stockholders but less favorable to management. The Court determined that the salient factor in that case was that defendant acted both in his capacity as a trustee and as a corporate officer and director and was therefore the fiduciary of the plaintiff beneficiaries. The Court held that good cause for disclosure of otherwise privileged information had been shown, specifically holding that: (1) plaintiffs may have been directly affected by any decision the trustee made on his attorney's advice; (2) the information sought was highly relevant to and may be the only evidence available on whether defendant's actions respecting the relevant transactions and proposals were in furtherance of the interests of the beneficiaries of the trust or primarily for his own interests in preserving and promoting the rewards and security of his position as corporate officer; (3) the communication apparently related to prospective actions by defendant, not advice on past actions; (4) plaintiffs' claims of defendant's self-dealing and conflict of interests were at least colorable; and (5) the information sought was not only relevant, but specific. (Hoopes v. Carota, 142 A.D.2d at 910-911.)