Citation. 449 U.S. (1981)
Brief Fact Summary.
The United States attempts to get a hold of a company’s questionnaire but the company refuses, claiming that the questionnaire is covered under attorney-client privilege.
Synopsis of Rule of Law.
In the corporate context, the attorney-client privilege applies to high-level employees with the authority to act on legal advice, as well as any of the employees who provide information to the attorney so that she may give legal advice.
In light of an audit showing illegal payments to foreign government officials by its employees, Defendant Upjohn’s general counsel sent a questionnaire to Upjohn employees requesting information concerning the payments. The Plaintiff, United States IRS issued a summons requesting the questionnaires. Defendant Upjohn refused on the basis that attorney-client privilege applied to the questionnaires.
Are questionnaires sent to employees by a company’s general counsel protected by attorney-client privilege?
Yes, in the corporate context the attorney-client privilege applies to all employees, including lower level ones, who provide factual information to an attorney so that she may give legal advice. The United States Court of Appeals for the Sixth Circuit is reversed and the questionnaires are protected communications under the attorney-client privilege.