                IN THE SUPREME COURT OF PENNSYLVANIA
                           WESTERN DISTRICT


PITTSBURGH HISTORY AND                : No. 199 WAL 2017
LANDMARKS FOUNDATION, A               :
PENNSYLVANIA NON-PROFIT               :
CORPORATION; LANDMARKS                : Petition for Allowance of Appeal from
FINANCIAL CORPORATION, A              : the Order of the Commonwealth Court
PENNSYLVANIA NON-PROFIT               :
CORPORATION; HENRY P. HOFFSTOT,       :
JR.; DAVID E. BARENSFELD; PETER H.    :
STEPHAICH; PATRICK R. WALLACE;        :
ALEXANDER SPEYER; AND HENRY P.        :
HOFFSTOT, III                         :
                                      :
                                      :
           v.                         :
                                      :
                                      :
ARTHUR P. ZIEGLER, JR.; MARK S.       :
BIBRO; JACK R. NORRIS; PITTSBURGH     :
HISTORY AND LANDMARKS                 :
FOUNDATION, A PENNSYLVANIA NON-       :
PROFIT CORPORATION; AND               :
LANDMARKS FINANCIAL                   :
CORPORATION, A PENNSYLVANIA           :
NON-PROFIT CORPORATION                :
                                      :
                                      :
PETITION OF: ARTHUR P. ZIEGLER JR.,   :
MARK S. BIBRO, JACK R. NORRIS,        :
PITTSBURGH HISTORY AND                :
LANDMARKS AND FOUNDATION              :
LANDMARKS FINANCIAL                   :
CORPORATION                           :

PITTSBURGH HISTORY AND                :   No. 219 WAL 2017
LANDMARKS FOUNDATION, A               :
PENNSYLVANIA NON-PROFIT               :
CORPORATION; LANDMARKS                :   Cross Petition for Allowance of Appeal
FINANCIAL CORPORATION, A              :   from the Order of the Commonwealth
PENNSYLVANIA NON-PROFIT               :   Court
CORPORATION; HENRY P. HOFFSTOT,       :
JR.; DAVID E. BARENSFELD; PETER H.    :
STEPHAICH; PATRICK R. WALLACE;        :
ALEXANDER SPEYER; AND HENRY P.               :
HOFFSTOT, III                                :
                                             :
                                             :
             v.                              :
                                             :
                                             :
ARTHUR P. ZIEGLER, JR.; MARK S.              :
BIBRO; JACK R. NORRIS; PITTSBURGH            :
HISTORY AND LANDMARKS                        :
FOUNDATION, A PENNSYLVANIA NON-              :
PROFIT CORPORATION; AND                      :
LANDMARKS FINANCIAL                          :
CORPORATION, A PENNSYLVANIA                  :
NON-PROFIT CORPORATION                       :
                                             :
                                             :
PETITION OF: HENRY P. HOFFSTOT,              :
JR.; DAVID E. BARENSFELD; PETER H.           :
STEPHAICH; PATRICK R. WALLACE;               :
ALEXANDER SPEYER; AND HENRY P.               :
HOFFSTOT, III                                :


                                        ORDER



PER CURIAM

      AND NOW, this 1st day of November, 2017, the Petition for Allowance of Appeal

is GRANTED. The issues, as stated by the Parties, are:



Petitioners’ Issues at 199 WAL 2017:

      a.     Whether, in the context of derivative litigation, the Commonwealth of
             Pennsylvania will adopt the qualified attorney-client privilege, the scope of
             which is subjectively determined, as articulated in the often criticized
             decision of Garner v. Wolfinbarger, 430 F.2d 1093 (5th Cir. 1970), cert.
             denied, 401 U.S. 974 (1971), and as articulated in the Restatement (Third)
             of the Law Governing Lawyers, § 85, where the ambiguous and uncertain
             scope of such a privilege is inconsistent with Pennsylvania Supreme Court
             precedent and in conflict with the Pennsylvania statute codifying the
             attorney-client privilege.



                        [199 WAL 2017 and 219 WAL 2017] - 2
      b.    Whether, even if this Court adopts Garner’s qualified attorney-client
            privilege as the law of Pennsylvania, such a privilege is applicable to
            derivative litigation that arises out of disputes between former Board
            members and current Board members with no corresponding fiduciary
            relationship.

Respondents’ Issues at 219 WAL 2017:

      a.    Whether the fiduciary duty exception to the attorney-client privilege is
            applicable to discovery sought by either the derivative not-for-profit
            corporate Plaintiff or the purportedly removed Trustees of the not-for-profit
            corporation who are bringing the derivative action, when the corporation
            received and/or paid for the advice in question which was given regarding
            and at the time of events occurring while the individual Plaintiffs were
            unquestionably Trustees.

      b.    Whether the common interest or co-client exception to the attorney-client
            privilege is applicable to discovery sought by either the derivative not-for-
            profit corporate Plaintiff or the purportedly improperly removed Trustees of
            the not-for-profit corporation who are bringing the derivative action, when
            the corporation received and/or paid for the advice in question, which was
            given regarding and at the time of events occurring while the individual
            Plaintiffs were unquestionably Trustees.




                       [199 WAL 2017 and 219 WAL 2017] - 3
