The U.S. District Court for the Eastern District of Pennsylvania has provided an in-depth analysis of how the attorney-client privilege applies to corporations, upon reviewing 50 documents submitted in camera by both parties in SodexoMAGIC v. Drexel University. The court found both parties had exceeded the permissible bounds for asserting the attorney-client privilege in most of the documents provided for review.

The court first made clear that while communications between in-house counsel and the corporate client are protected to the same extent as communications between the corporation and outside counsel, the privilege should be narrowly construed. The court then assessed all 50 documents submitted for in camera review. Ultimately, it held that "the mere giving of attorney-client advice in a general way does not protect[ ] as privileged all documents that business people generate to follow up on that advice." The court explained that it will respect an assertion of privilege to a portion of an email chain if it is clear that a follow-up email is quoting a communication by the client to the lawyer or the lawyer's response. As a result, the court permitted redaction of the legal advice and follow-up. In such an email scenario, however, "the privilege does not carry forward to every 'downstream' communication resulting from, or even following up on, or relying on, the client's request for the advice or the lawyer's advice." Rather, in those circumstances, the parties should redact the privileged portions of the email chain as opposed to withholding production of non-privileged "downstream" documents.

Finally, the court also ruled that under Pennsylvania law, a draft contract, even one drafted with attorney input, is not automatically protected as privileged. Instead, it is only privileged if the party asserting the attorney-client privilege meets its burden to show that the draft was prepared to obtain legal advice or contains language the client considered but decided against including in the final version.

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