## Facts

- Darleen Woods filed for dissolution of marriage; a major disputed asset was E P T Industries, Inc., a family corporation in which both spouses had interests.
- Arthur C. Kralowec had represented the corporation since about 1975 and had represented the husband personally in multiple matters connected to corporate and other activities.
- In the dissolution, Kralowec appeared for the husband and also signed pleadings as attorney for both the husband and the corporation after the corporation was drawn into the case.
- The wife declared that Kralowec had long acted as the family’s business attorney, had substantive conversations with her about matters relevant to marital property and the corporation (including valuation views, business liabilities, and assessments of pending litigation), and had drafted her will.
- The husband and Kralowec disputed that the wife shared confidential information; the parties’ declarations differed as to the content of their discussions.
- The trial court denied the wife’s motion to disqualify Kralowec, reasoning she had not shown he acquired information that would be injurious to her.
- The wife sought a writ of mandate directing the trial court to disqualify Kralowec and his associates.

## Issues

1. Whether an attorney who long represented a family corporation and interacted professionally with both spouses may represent one spouse against the other in a dissolution where the corporation is a primary focus of dispute.
2. Whether the trial court applied an incorrect legal standard by requiring proof that counsel actually obtained injurious confidential information rather than applying a presumption based on a substantial relationship between representations.

## Decision

- The Court of Appeal granted the petition for writ of mandate.
- The court directed the trial court to vacate its order denying disqualification and to enter a new order disqualifying Kralowec and his associates from representing the husband in the dissolution.
- The court held the trial court used an unduly narrow standard by requiring proof of actual acquisition of injurious confidences.

## Legal Principles

- When a substantial relationship exists between a prior representation and a current matter adverse to a former client (or functional equivalent), the law presumes counsel received confidential information material to the current dispute, and disqualification is generally required.
- A party seeking disqualification need not identify specific confidential communications where doing so would defeat the purpose of the confidentiality protection.
- Long-term representation of a closely held family corporation, coupled with professional dealings involving both spouses’ property and business interests, can create duties of loyalty and confidentiality that bar representation of one spouse against the other in a dissolution centered on those assets, absent informed consent.
- Disqualification serves both to protect confidentiality and to preserve public confidence in the fairness of judicial proceedings; actual misuse of confidences need not be shown.

## Conclusion

The court required disqualification because counsel’s prolonged role as attorney for the family corporation and his professional dealings with both spouses made the dissolution substantially related to the earlier work, triggering a presumption of access to the wife’s confidences and making continued representation of the husband improper.


Woods v. Superior Court, 149 Cal. App. 3d 931 (Cal. Ct. App. 1983)