CourtAlert.com, Inc. v. American LegalNet, Inc.
- Vernon Broderick
- 1:20-cv-07739
- U.S. District Court · Southern District of New York
- 3
In CourtAlert.com v. American LegalNet, Judge Figueredo ordered disclosure of one merger-agreement provision but allowed a litigation-reserve redaction to remain.
Plaintiff CourtAlert.com, Inc. receives paragraph 5.18 without redactions. Defendants American LegalNet, Inc. and the other named defendants must remove those redactions but may keep the litigation-reserve amount redacted.
What happened
In CourtAlert.com, Inc. v. American LegalNet, Inc., the court reviewed Defendants’ redactions to a merger agreement after ordering Defendants to provide Plaintiff with an unredacted copy. Defendants argued that the redactions were protected legal work product.
The court ruled that paragraph 5.18 was not protected because it contained no discussion of the litigation’s merits, legal strategy, legal advice, or related analysis. The court reached a different conclusion about the amount reserved for the litigation and allowed Defendants to keep that redaction.
Magistrate Judge Valerie Figueredo ordered Defendants to produce the merger agreement with the paragraph 5.18 redactions removed, while permitting the litigation-reserve amount to remain redacted.
The detailed version
- CourtAlert.com, Inc. v. American LegalNet, Inc. · No. 1:20-cv-07739
- Vernon Broderick
- Nov. 12, 2024
Background
On October 16, 2024, the Court ordered Defendants to provide Plaintiff with an unredacted copy of the merger agreement between American LegalNet, Inc. and Aderant North America. Defendants produced a version with redactions covering less than two pages discussing the litigation and references to the reserve amount set aside for the case. Defendants argued that these materials were protected by the attorney work product doctrine, which generally protects materials reflecting an attorney’s or client’s preparation and analysis for litigation.
The Court reviewed the merger agreement privately. The opinion addresses two categories of redactions: paragraph 5.18 and the litigation-reserve amount.
Paragraph 5.18
The Court held that the redactions to paragraph 5.18 were not protected work product. The paragraph did not discuss the merits or weaknesses of the litigation, litigation strategy, Defendants’ likelihood of success, communications from a client to an attorney for legal advice, or legal analysis or advice from an attorney.
The Court distinguished United States v. Adlman, which involved an attorney’s memorandum containing detailed legal analysis, possible legal theories and strategies, transaction recommendations, and predictions about litigation. The Court found that paragraph 5.18 contained none of that material and was instead a business term in a merger agreement negotiated at arm’s length.
Litigation-reserve amount
Defendants also redacted the amount reserved for the litigation. They argued that the specific amount reflected the impressions and assessment of the client and attorney. The agreement contained only the reserve amount and no attorney analysis or opinion explaining how it was calculated.
The Court noted that some courts have treated individual litigation-reserve figures as protected work product because they may reveal an attorney’s mental impressions about a legal claim. Although some decisions in the Southern District of New York have reached a different conclusion when reserve figures appeared in insurance-policy disputes, the Court allowed Defendants to maintain this redaction here.
Order
Magistrate Judge Valerie Figueredo ordered Defendants to produce the merger agreement to Plaintiff with the redactions to paragraph 5.18 removed. Defendants were permitted to keep the redactions covering the reserve amount for the litigation.
Read the full 3-page opinion on CourtListener, the free public archive maintained by the Free Law Project.