Plate Capital Limited v. FTP Securities LLC, et al.

Background

The supplied document is a letter from counsel for Financial Technology Partners LP and FTP Securities LLC, collectively called FT Partners, concerning a discovery dispute with Plate Capital Limited. FT Partners asked the court to compel Plate Capital to produce unredacted emails, including an attachment described as a legal opinion, exchanged between Plate Capital and North Haven Capital. The letter states that the parties had met and conferred but reached an impasse.

The underlying dispute concerns whether Plate Capital engineered a transaction that appeared to be a “Company Sale” so it could terminate an engagement letter with FT Partners. According to FT Partners, it introduced Plate Capital to North Haven in connection with a possible minority investment. FT Partners alleges that Plate Capital and North Haven then excluded FT Partners from later discussions and formed FinTech Acquisition Limited, described as a shell owned almost entirely by Plate Capital’s original shareholders, to make a share exchange appear to be a sale.

Privilege arguments

FT Partners argued that the disputed communications were not protected attorney work product. The work-product doctrine generally protects materials prepared because litigation was reasonably anticipated, but not materials created in the ordinary course of business. FT Partners contended that the emails were sent during North Haven’s financial and business due diligence, roughly a year before Plate Capital filed the action, to help obtain an investment rather than to prepare for litigation.

FT Partners also argued that the common-interest doctrine did not prevent waiver of any privilege. That doctrine can protect certain communications shared by parties pursuing a shared legal interest. FT Partners contended that North Haven was a potential financial counterparty conducting diligence, not a party sharing a litigation interest with Plate Capital, and that the nondisclosure agreement was a transactional document rather than a common-interest agreement.

Court action

The court directed Plate Capital to respond to FT Partners’ letter by December 1, 2025. To assist in resolving the dispute, the court directed FT Partners to provide the court immediately with unredacted copies of the disputed materials by email. The supplied text does not state that the court granted or denied the request to compel production, does not resolve the work-product issue, and does not resolve the common-interest issue.