Case Document Entered on FLSD Docket Page of Page of Page2 Not Reported in F.Supp.2d WL D.Puerto Rico Cite as WL D.Puerto Rico referred to as Up.Tohn The purpose of such priv ilege is to encourage full and frank communica tions between attorneys and their clients and thereby promote broader public interests in the ob servance of law and the administration of justice Id This is so because sound legal advice or ad vocacy serves public ends and that such advice or advocacy depends upon the lawyers being fully in formed by the client Id However the Supreme Court recognized that complications in the applic ation of the privilege arise when the client is a cor poration which in theory is an artificial creature of the law Id at In UpJohn the Supreme Court rejected the con trol group test whereby only communications made by a corporation to Counsel via employees within the high hierarchy of the company were protected The Up.Tohn Court stated that such narrow scope not only makes it difficult for corporate attorneys to formulate sound advice when their client is faced with a specific legal problem but also threatens to limit the valuable efforts of corporate counsel to en sure their clients compliance with the law Up John U.S at Therefore when a corporate client requires legal advice and employees commu nicate to counsel information needed to procure such advice such communications and advice re gardless of the employees position within the com pany are protected from disclosure unless waiver applies Id at In order for a communication to be considered priv ileged the party moving to have the communication be deemed privileged must show I that he was a client of the attorney that the attorney in con nection with the document acted as a lawyer that the document relates to facts communicated for the purpose of securing a legal opinion legal ser vices or assistance in a legal proceeding and the privilege has not been waived U.S.A Bay State Ambulance and Hospital Rental Service Inc F.2d 1st hereinafter Bay State There is no issue of waiver here Sterling also agrees with the proposition that a communication made by an NPR employee to another in relation with NPRs Counsels legal advice would in gener al be protected from disclosure It contends however that only communications are protected not underlying facts and that non legal advice is also outside the bounds of the attorney-client priv ilege Although Sterling is cotTect in these two pro positions neither argument assists it in its quest After reviewing the non redacted version of NPRD the Court is without doubt that the redacted information related to legal advice formerly reques ted by NPR to Counsel which was then communic ated by NPRs Bayam6n General Manager to NPR San Juan General Manager so that the company could put Counsels legal advice into action As such the information is protected See In re Grand Jury F.Supp information passed by the President of the client corporation to its Board of Directors regarding leg al advice procured by the corporations President was privileged as the information was only making advice available to another part of this in animate entity see also Diversified Indus Inc Meredith F.2d 8th Although Sterling is correct in that communica tions not facts are protected under the privilege it is precisely the communication of the legal advice made by NPRs counsel from one NPR employee to another which we hold privileged today Therefore Sterlings argument is inapplicable here Further more because we hold that the advice given was legal in nature the other exception mentioned by Sterling to wit that non legal advice is without the realms of the privilege is also without con sequence Finally NPR argued in its memorandum that Sterling had also produced many redacted docu ments and that because NPR was subjected to an in camera inspection of the NPRD Sterlings redacted documents should be treated the same way Although such remedy is available Local Rule requires that prior to submitting a discov Thomson Reuters No Claim to Orig US Gov Works Split prft HTMLE ifrn NotSet mt Case Document Entered on FLSD Docket Page of Not Reported in F.Supp.2d WL D.Puerto Rico Cite as WL D.Puerto Rico ery dispute for the Courts resolution the parties meet in good faith and attempt to resolve the mat ter and certify having done so to the Court As such NPRs request for an order to produce the documents for in camera inspection is DENIED WITHOUT PREJUDICE The Court hereby OR DERS the parties to confer first in an attempt to amicably resolve this dispute Should NPR require the Courts assistance in the future with regards to this matter it may renew its motion SO ORDERED D.Puerto Sterling Merchandising Inc Nestle S.A Not Reported in F.Supp.2d WL Puerto Rico END OF DOCUMENT Thomson Reuters No Claim to Orig US Gov Works Page of Page Split prft HTMLE ifm otSet mt
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