Q&A: Inappropriate Disclosure?

Q&A: Inappropriate Disclosure?

Q. I’m a member of my building’s board. At a recent board meeting, the owner of our management company told the board that I fired the plumbing company. The owner of the plumbing company then asked for my name and phone number, and the manager gave it to him. Is this legal?

                          —Disgruntled Director

A. Brian Griffin of law firm O’Toole Scrivo LLC in Cedar Grove, New Jersey says: “The answer is that (a) it is possible that the management company erred in advising the plumbing contractor that one specific board member fired the plumbing contractor, and (b) whether the board member’s information should have been disclosed to the plumbing contractor depends on the authority granted to the management company.

“A board member acts on behalf of the full board when it takes action in the course of regular operation of the association, and is authorized by the board to do so. For example, hiring or firing a contractor requires the full approval of the board. Any one particular board member cannot solely hire/fire a contractor, unless the board has approved the action and allowed that same board member to communicate the board’s intent to the management company and/or the contractor.

“It is unclear from the facts provided whether the board member actually did fire the plumbing contractor, and if so, whether that action was authorized by the board. Without knowing that information, it is impossible to state the exact responsibility of the parties. The management company should have confirmed whether the action of firing the contractor was properly performed with the full authority of the board before communicating with the plumbing contractor.

“If the action was properly approved by the board, the management company should have, at the direction of the board, confirmed with the plumbing contractor that the plumbing contractor had been terminated by the full board, as opposed to an individual board member. It is also proper to involve legal counsel at this time, so that legal counsel can provide proper notice that the contract with the plumbing company is terminated. The board and management company should confer as to how it would be handling further communication with the plumbing company.

“If the action was improper such that the board did not approve the action taken by the board member, then the management company should have informed the board of the events that have occurred, and obtained full board approval on the actions to take going forward. If the board was unclear as to how to proceed, the board could consult its legal counsel. For the management company to divulge to the plumbing contractor that one board member fired the plumber and the name and phone number of the board member, would then be improper.

“For the disclosure to be proper, the board, and the board member whose information was disclosed, must have agreed that communication with the contractor was to be handled in this manner, prior to such a disclosure.

“We recommend consulting legal counsel with more details on this matter to determine the responsibilities of the parties based on the authority of each party to act. Legal counsel could also step up and deal with the further communication with the plumbing contractor. This will prevent any one board member from having to communicate with a terminated plumbing company directly, and the association would be protected by its legal counsel in all communication going forward.”

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