The UK Court of Appeal has held that legal privilege outlasts the dissolution of a company in Addlesee v Dentons Europe LLP [2019] EWCA Civ 1600.

Legal advice privilege applies to communications between a client and its lawyers. The general rule is that those communications cannot be disclosed to third parties unless and until the client waives the privilege.

In this case, the plaintiffs (Addlesee and others) were investors in a property development company that had been dissolved and removed from the register. They believed the company’s development scheme had been fraudulent, and took claims against its lawyers, Dentons Europe LLP, for deceit and negligence. The investors wanted to access company documents held by Dentons, but the firm refused to disclose them on the basis that they were protected by legal privilege.

The Court held that legal privilege should be applied in a way that was consistent with its underlying policy rationale: that what a client tells its lawyer should never be revealed without the client’s consent. This is a fundamental principle of the administration of justice. The existence and scope of legal advice privilege depends on the nature and purpose of the communication and the circumstances under which it was made. Once privilege is established, it remains unless it is waived.

In this case, while Dentons’ client was no longer in existence to consent to waive privilege, no one with appropriate authority had waived the privilege, so it remained.

See the Court's decision here.