Compass Productions International LLC v. Charter Communications, Inc.

Background

Compass produces The Jewish Channel, which Charter carried in a subscription video-on-demand format. Compass's complaint asserted claims concerning Charter's alleged promise to carry the channel in a linear bundled format and Charter's later treatment of the channel. The opinion states that earlier in the case, the district judge dismissed Compass's claims for fraudulent inducement and defamation under Rule 12(b)(6), leaving contract and promissory-estoppel claims.

The ruling addressed a discovery dispute over thirty emails or email chains that Charter produced with privileged material redacted. After Compass challenged the redactions, it identified five exemplar documents for closer review. Charter submitted unredacted versions of those documents for the court's private review.

Legal standard

Because the case was based on state-law claims, the court applied New York privilege law. The attorney-client privilege protects confidential communications between a client and an attorney made in a professional relationship for the purpose of obtaining legal advice. The party asserting the privilege must establish that the communication was primarily legal in nature, confidential, and not disclosed in a way that waived the privilege.

For a corporation, the privilege can cover communications among employees that reflect legal advice given to the company. Sharing such advice internally does not automatically waive the privilege when the employees are responsible for the subject matter or are positioned to act on or rely on the advice.

Application to the five documents

1. CHTCOMP-00004580: The redacted sentences discussed a planned communication with Charter's lawyers to obtain legal advice about missing content and Compass's contractual obligations. The court found the redactions proper even though the email chain was not sent directly to or from a lawyer.

2. CHTCOMP-00004584: Montemagno's email to three in-house attorneys described the missing content and expressly requested legal advice. The court held that the body was privileged. Copying or forwarding the email to Charter employees involved with the Compass relationship or programming matters did not waive the privilege because those employees could act on or rely on the legal advice.

3. CHTCOMP-00004818: Emails sent to in-house counsel discussed a notice from another cable operator that it would discontinue The Jewish Channel's service. The redacted comments provided information for counsel to consider in connection with Compass's threatened lawsuit. The court found the communications privileged and concluded that forwarding them to a programming compliance manager did not waive the privilege.

4. CHTCOMP-00004820: The redacted email supplied counsel and relevant Charter employees with information about the effect of The Jewish Channel's programming shortage on subscribers in connection with the threatened lawsuit. Later forwarding of the communication to additional programming employees did not waive the privilege.

5. CHTCOMP-00004846: One redacted sentence referred to a position taken by Charter's lawyers that an employee should see. The court held that the sentence reflected legal advice and was properly redacted.

Disposition

The court concluded that all five documents were properly redacted under the attorney-client privilege. In Compass Productions International LLC v. Charter Communications, Inc., Magistrate Judge Barbara Moses denied Compass's application for an order directing Charter to unredact the emails.