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Tekni-Plex, Inc. v. Meyner & Landis

Court of Appeals of New York
674 N.E.2d 663 (1996)


Facts

The law firm of Meyner & Landis (M&L) (defendant) represented Tekni-Plex, Inc. (Old Tekni-Plex) for environmental compliance concerns. Later, Tekni-Plex merged into a purchaser company, Acquisition, and continued to do business under the name Tekni-Plex, Inc. (New Tekni-Plex). M&L represented Old Tekni-Plex in the merger. At the time, a single individual, Tang, held all the shares in Old Tekni-Plex. Under the terms of the merger agreement, Tang agreed to compensate Acquisition for any damages resulting from misrepresentations made by Tang or Old Tekni-Plex in relation to the merger transaction. After the merger, New Tekni-Plex complained of misrepresentations and breach of warranty relating to environmental compliance issues and haled Tang into arbitration. M&L agreed to represent Tang in the arbitration proceedings. New Tekni-Plex sued, seeking to disqualify M&L and prevent M&L from sharing with Tang information about the environmental compliance issues M&L obtained through its representation of Old Tekni-Plex. New Tekni-Plex sought to compel M&L to give it access to information relating to the merger transaction that M&L obtained through its representation of Old Tekni-Plex. The trial court ruled in favor of New Tekni-Plex, and Old Tekni-Plex appealed.

Rule of Law

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Issue

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Holding and Reasoning (Kaye, C.J.)

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  • A “yes” or “no” answer to the question framed in the issue section;
  • A summary of the majority or plurality opinion, using the CREAC method; and
  • The procedural disposition (e.g. reversed and remanded, affirmed, etc.).

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