UrthTech LLC v. Gojo Industries, Inc.

Background

Gojo filed an unopposed letter motion to compel UrthTech to produce communications that UrthTech had withheld based on attorney-client privilege. The disputed communications involved Rodney, Scott, and Blake George.

Court’s analysis

Attorney-client privilege generally protects confidential communications between a client and a lawyer made to obtain or provide legal advice. The privilege can also cover communications among nonlawyer corporate employees when the communications are made to provide information to counsel or assist counsel in giving legal advice. The court emphasized that the privilege is narrowly construed and can be waived when the privilege holder voluntarily discloses a significant part of the protected communication.

The court found that the communications at issue did not concern a request for or conveyance of legal advice, and none of the individuals involved was a lawyer. UrthTech conceded that the communications were made to the Georges in their roles as corporate decisionmakers of George Holdings LLC. Blake George testified that he was not an employee of UrthTech or George Holdings LLC and had no role in legal matters affecting UrthTech. Rodney George testified that he was not employed by UrthTech and had no involvement in the action; his role was limited to making loans from George Holdings LLC to UrthTech.

The court therefore concluded that, to the extent UrthTech had shared attorney-client communications with any of the Georges, UrthTech had waived the privilege. Because UrthTech did not oppose the motion, it also failed to meet its burden of showing that the documents were privileged and that the privilege had not been waived.

Ruling

Judge Katharine H. Parker granted Gojo’s motion to compel at ECF No. 137. UrthTech must produce the challenged documents by August 29, 2025. The clerk was directed to terminate the motion.