Stanan, Inc. v. Mt. Hawley Insurance Company
- Lorna Schofield
- 1:24-cv-03975
- U.S. District Court · Southern District of New York
- 4
In Stanan v. Mt. Hawley, Judge Schofield ordered disclosure of documents withheld under privilege rules and required revised privilege logs.
Stanan, the third-party property manager Hotel Development and Management Group, LLC, the insurance broker Baldwin Group Southwest Inc., and the defendants were affected. Stanan and the third parties had to produce specified documents, Stanan had to revise its privilege logs, and defendants could raise further objections.
What happened
In Stanan, Inc. v. Mt. Hawley Insurance Company, the defendants challenged Stanan’s withholding of documents requested from Stanan’s property manager, Hotel Development and Management Group, LLC, and insurance broker, Baldwin Group Southwest Inc. The documents included emails involving Stanan, those third parties, and sometimes Stanan’s attorneys.
Stanan withdrew its privilege claims for five documents but continued to claim attorney-client privilege or protection for five others. The court found that Stanan had not provided enough factual support to show that the third parties’ involvement was necessary for confidential legal communications or that they functioned like Stanan employees. The court also found that Stanan had not adequately supported its work-product claim and had not listed that doctrine as a basis for withholding the documents.
Judge Lorna G. Schofield ordered Stanan and the third parties to produce by February 4, 2025, documents previously withheld on privilege or related grounds that reflected communications between Stanan and non-attorney third parties. Stanan also had to serve revised privilege logs by February 5, and the defendants had to report any further objections by February 7. The Clerk was directed to close the motion at Docket No. 65.
The detailed version
- Stanan, Inc. v. Mt. Hawley Insurance Company · No. 1:24-cv-03975
- Lorna Schofield
- Jan. 30, 2025
Background
The court addressed defendants’ objections to Stanan’s assertion of privilege over documents subpoenaed from two non-parties: Hotel Development and Management Group, LLC (HDG), identified as Stanan’s third-party property manager, and Baldwin Group Southwest Inc. (Baldwin), identified as Stanan’s insurance broker.
The court had directed defendants to select ten representative documents for review and Stanan to explain or withdraw its privilege claims. Defendants selected ten documents from the “Baldwin log” and “HDG log.” Stanan withdrew its privilege assertion as to five documents and maintained its assertion as to five others. The five remaining documents were email communications between Stanan and HDG or Baldwin, some of which also included Stanan’s attorneys.
Attorney-Client Privilege
The attorney-client privilege protects confidential communications between a client and an attorney made to obtain or provide legal assistance. The party asserting the privilege must show that it applies, and ambiguities are resolved against that party.
The court explained that communications involving third parties generally are not protected. An exception may apply when the third party’s presence is necessary to enable the attorney-client communication, such as when the third party acts as an interpreter or attorney’s agent. Some district courts have also applied a “functionally equivalent” exception for certain nonemployees who function like employees, although the court noted that the Second Circuit has not addressed that exception.
The court found that Stanan had made only bare assertions that HDG and Baldwin were its agents or representatives. Stanan did not provide evidence or sufficient argument showing that either third party was necessary to enable the attorney-client communications or functionally equivalent to a Stanan employee. The opinion therefore found that Stanan had not made the factual showing needed to support its privilege claim for the communications at issue.
Work-Product Doctrine
The work-product doctrine generally protects documents and tangible things prepared in anticipation of litigation or for trial by or for a party or its representative. The court stated that federal law governs the doctrine in federal court and that communications from non-parties to a party’s counsel generally do not qualify as attorney work product.
The court found that Stanan had not provided a factual showing supporting application of the work-product doctrine to the communications among Baldwin, HDG, Stanan, and Stanan’s counsel. The court also found that Stanan had not identified work product as a basis for withholding the documents on its privilege log, as required by Federal Rule of Civil Procedure 26(a)(5)(A).
Order
The court ordered Stanan and all third parties to produce, by February 4, 2025, all documents previously withheld based on attorney-client privilege, the work-product doctrine, or another privilege or protection that reflected communications between Stanan and non-attorney third parties, including HDG and Baldwin.
The court further ordered Stanan to serve defendants with revised privilege logs by February 5, 2025. The logs had to be accurate and had to accurately identify each email in a thread, individually or collectively, because the prior log was not entirely complete and accurate as to the five documents reviewed by the court.
By February 7, 2025, defendants were required to file a letter identifying any further objections to documents withheld under the revised logs or stating that they had no further objections. The Clerk of Court was directed to close the motion at Docket No. 65.
Read the full 4-page opinion on CourtListener, the free public archive maintained by the Free Law Project.