KJ-Park, LLC v. Match Group, LLC

Background

KJ-Park claims that Match Group breached a lease agreement and a guaranty concerning a building located at 2555 Park Boulevard in Palo Alto, California. Match Group removed the case to federal court based on diversity jurisdiction.

KJ-Park served document requests on Match Group and a document subpoena on non-party Jones Lange LaSalle Americas, Inc. (JLL). Match Group and JLL withheld documents identified in a privilege log, asserting attorney-client privilege and attorney work-product protection. KJ-Park argued that JLL had failed to timely object to the subpoena, that the privilege log was inadequate, and that the documents were not privileged or protected work product. Match Group and JLL responded that the entries concerned communications between Match Group’s in-house and outside lawyers for providing legal advice, and that JLL acted as Match Group’s agent.

Attorney-Client Privilege

Because the case was based on diversity jurisdiction, the court applied California law to the attorney-client privilege. Under that law, the privilege protects confidential communications between a client and lawyer, including certain internal client communications that reflect, discuss, or summarize legal advice.

The court held that Match Group and JLL, as the parties asserting the privilege, had the burden to establish that the privilege applied. They did not meet that burden based on the existing privilege log and submission. Some entries labeled “A/C Communication” did not include the identified in-house and outside lawyers. All of those entries also included other participants whose identities and roles were not adequately explained, and the log did not describe the purpose of each communication.

The court also rejected the argument that JLL’s role as Match Group’s real-estate agent automatically preserved confidentiality. Match Group and JLL needed to show, for each disputed communication, that JLL and its personnel acted as Match Group’s agents for seeking, obtaining, or implementing legal advice. The court found that they had not made that showing.

Attorney Work Product

Federal law governed the attorney work-product dispute. The work-product doctrine generally protects documents prepared by or for a party or its representative in anticipation of litigation, subject to certain exceptions.

The privilege log contained 68 entries withheld solely as “Attorney Work Product.” The court found that the log contained no information justifying the withholding, and Match Group and JLL did not specifically address most of those documents. The court therefore found that they had not met their burden to establish work-product protection for those documents.

Waiver and Order

The court explained that failing to provide a privilege log within the deadline for responding to a document request or subpoena does not automatically waive privilege. But a party claiming privilege or protection must describe the documents sufficiently to allow the other parties to assess the claim without revealing the protected information. Match Group and JLL had not met that requirement; the court described their privilege log as entirely insufficient and their joint submission as providing little additional information.

The court did not find waiver at that point. It warned that Match Group and JLL risked waiving any privilege or protection that might otherwise apply if they did not promptly comply with the rule.

The court ordered Match Group and JLL to serve a compliant privilege log by January 26, 2024. If disputes remained, the parties had to confer and submit them through the court’s expedited discovery-dispute procedure. If that procedure did not allow Match Group or JLL to provide the necessary support, they could brief the dispute in a regularly noticed motion under the court’s local rules. The order did not itself finally decide whether any particular document was privileged or protected, and it did not find waiver at that stage.