Ramchandani v. CitiBank National Association

Background

Rohan Ramchandani sued Citigroup Inc., Citicorp LLC, and Citibank, N.A. over alleged malicious prosecution arising from investigations and criminal charges concerning foreign-exchange trading communications. The opinion states that District Judge Victor Marrero previously denied Citi’s motion to dismiss the complaint.

The present ruling concerned discovery, not whether Ramchandani ultimately proved his malicious-prosecution claim. Ramchandani asked the court to require Citi to produce documents withheld under the attorney-client privilege and work-product doctrine. His requests focused on memoranda and emails concerning Citi’s meetings with the Department of Justice, internal records concerning his suspension and termination, and communications involving public-relations personnel. He also asked Citi to explain its allegedly broad withholding of termination-related documents.

Legal standards

The attorney-client privilege protects confidential communications made primarily to obtain or provide legal advice. The work-product doctrine generally protects documents prepared by or for a party or its representative in anticipation of litigation. Fact work product may be discoverable when the requesting party shows substantial need and cannot obtain an equivalent by other means. Opinion work product—materials reflecting an attorney’s mental impressions, conclusions, opinions, or legal theories—receives heightened protection, and the requesting party must show extraordinary justification for disclosure.

Department of Justice meeting memoranda and emails

The court found that memoranda and emails prepared by Citi’s outside counsel, Cleary Gottlieb Steen & Hamilton LLP, concerning meetings with the Department of Justice were work product prepared in anticipation of litigation. The court denied production of Documents 19 through 33, 49, and 50 because Ramchandani had, or could obtain, substantially equivalent information through other sources. Those sources included Department of Justice meeting notes already provided to him, a deposition at which he could have questioned a Department of Justice witness about the meetings and chats, a possible deposition of an outside-counsel witness, an oral proffer previously given in a related enforcement proceeding, and a written stipulation concerning what Citi told the Department of Justice.

Public-relations communications

The court found that most of the communications between Citi’s counsel and internal public-relations personnel were protected by the attorney-client privilege because they were made to facilitate legal advice. Documents 1, 2, 4, 8, 11, 17, 18, 34, 36, 37, 38, and 43, or their redacted portions, were privileged in their entirety. For Document 3, Citi had to unredact and produce the most recent email because it merely transmitted a newspaper article. For Document 16, Citi had to unredact and produce the two most recent emails because they also merely transmitted a newspaper article. For Document 35, because Ramchandani was copied on the two emails containing text, Citi had to show cause in writing within seven days if it continued to claim privilege over that document.

Suspension and termination documents

The court found that most of the documents concerning Ramchandani’s suspension and termination were protected attorney-client communications made to facilitate legal advice. Documents 6, 7, 13, and 15, or their redacted portions, were privileged in their entirety. For Document 14, an email appeared to have been inadvertently sent to Ramchandani; Citi had to show cause in writing within seven days if it continued to claim privilege over the portion sent to him. The email Ramchandani sent in Document 42 had to be unredacted and produced. The court denied as moot his request for an explanation of Citi’s withholding because Citi had provided an explanation in its opposition.

Annotated chats

The court separately reviewed annotated chat materials that outside counsel had used while explaining chat language to the Department of Justice. It found that the materials were work product prepared in anticipation of litigation and that they contained attorneys’ mental impressions and opinions, making them opinion work product. Based on counsel’s sworn statements that the annotated chats themselves were not shown or provided to the Department of Justice, the court found no waiver of protection. The court also found that Ramchandani had not shown the extraordinary justification needed to obtain opinion work product.

Disposition

Judge Stewart D. Aaron granted in part and denied in part Ramchandani’s letter motion. Citi was required to produce only Documents 3, 16, and 42 in partially unredacted form, and to provide written explanations within seven days concerning Documents 14 and 35 if it continued asserting privilege. The court separately granted Citi’s motion to seal the redacted portions of its June 8, 2022 letter and accompanying exhibits.