ABN CORPORATION, et al. v. GROUPE PELM INTERNATIONAL CORPORATION, et al.

Background

Plaintiffs moved to compel Victoria Brieant and her law office to produce documents withheld under the attorney-client privilege. The documents concerned communications with Christian Pellegrini and Groupe PELM International Corporation, which the opinion collectively calls the “GP Defendants.” Plaintiffs primarily argued that the crime-fraud exception applied and that the GP Defendants’ default established that exception by admission.

The court held a hearing and requested supplemental briefing about whether the attorney-client privilege applied at all. The court noted that Brieant had described her role in the underlying transaction as limited to verifying proof of funds and facilitating communications about an inspection of the product.

Privilege analysis

The court applied California privilege law. Under that law, the attorney-client privilege protects confidential communications made during an attorney-client relationship, but the party asserting the privilege must first establish the facts showing that the privilege applies.

The court focused on the dominant purpose of the relationship between the people communicating and on whether the communications were made for legal consultation. It explained that an attorney who acts as a negotiator, gives business advice, or acts as a business agent generally is not providing privileged legal services. An attorney who merely conveys a client’s position to a contracting party is acting as a business agent.

Based on Brieant’s description of her role, the court found that she appeared to have acted primarily as a business agent or “mere conduit,” rather than as a provider of legal services. The court rejected the argument that her role was largely privileged simply because she was not specifically a negotiator. Communications about verifying the source of funds, conveying messages, facilitating an inspection, or discussing the transaction and products generally were not privileged when they served a business purpose.

The court recognized that particular communications could still be privileged if they specifically sought or conveyed legal advice. For example, the court stated that advice about the possible legal significance of representations by Plaintiffs’ attorney might be privileged. The court also noted that Brieant’s prior representation of the GP Defendants in this litigation established a traditional attorney-client relationship at that time, but that relationship did not make every communication privileged.

Ruling and required actions

The court granted Plaintiffs’ motion to compel as to all responsive documents that Brieant withheld based on privilege, except for: (1) communications that specifically seek or convey legal advice, and (2) documents created after the start of the litigation. The court ordered Brieant to produce documents consistent with the order and to serve a revised privilege log specifically supporting any remaining privilege claims by November 6, 2025.

If Brieant contended that responsive documents were outside her custody or control, she also had to provide a declaration describing her efforts to review the materials in her possession and, if applicable, attest under penalty of perjury that she did not have additional relevant, responsive, non-privileged material within her control.

The court denied without prejudice Plaintiffs’ motion as to communications that specifically seek or convey legal advice. It did not decide whether the crime-fraud exception applied to those communications. The court deferred that issue until after production, when the resulting record might show whether further production was necessary or whether Plaintiffs could establish an initial showing supporting the exception.

Any remaining dispute was to be addressed through the parties’ required meet-and-confer process and, if necessary, a further joint discovery letter brief due November 20, 2025.