Roche Freedman LLP v. Jason Cyrulnik
- John Koeltl
- 1:21-cv-01746
- U.S. District Court · Southern District of New York
- 2
In Roche Freedman LLP v. Jason Cyrulnik, Judge Netburn ordered production of partnership documents, finding attorney-client privilege did not protect them.
Roche Freedman LLP and the counterclaim defendants referred to in the opinion as the “RF Parties,” who were ordered to produce the withheld documents.
What happened
In Roche Freedman LLP v. Jason Cyrulnik, the court reviewed ten documents that Roche Freedman and related counterclaim defendants had withheld from discovery. They argued the documents were protected by attorney-client privilege because law partners were acting as each other’s attorneys.
The court found that the documents were edits to a draft agreement establishing a partnership and did not show that the partners were providing legal advice. The court also found that the communications concerned business interests rather than legal counsel.
Judge Sarah Netburn ordered the parties to produce the ten documents, along with any additional documents withheld on similar grounds, by December 29, 2022.
The detailed version
- Roche Freedman LLP v. Jason Cyrulnik · No. 1:21-cv-01746
- John Koeltl
- Dec. 28, 2022
Background
On December 9, 2022, the court ordered Roche Freedman and the counterclaim defendants, referred to together as the “RF Parties,” to provide ten documents listed at Log Nos. 3 and 4 for private court review. The RF Parties withheld the documents based on attorney-client privilege. They argued that the documents contained communications between law partners who were acting as each other’s attorneys and giving legal rather than business advice.
Legal standard
The attorney-client privilege protects confidential communications made for the predominant purpose of seeking or providing legal advice from a professional legal adviser. The privilege does not apply when an attorney is acting as a business consultant or when the communication concerns business advice instead of legal counsel.
Court’s analysis
The court found “absolutely nothing” in the withheld documents showing that their predominant purpose was to provide legal advice. The documents consisted of edits to a draft Memorandum of Understanding intended to establish the partnership, and none of the edits reflected legal advice. The court further concluded that, even if Kyle Roche and Velvel Freedman believed they were acting as each other’s attorneys during the drafting process, the advice concerned business interests rather than legal counsel.
Ruling
Judge Sarah Netburn ordered the RF Parties to produce the withheld documents, including any additional documents withheld on similar grounds, no later than December 29, 2022. This was a discovery and privilege ruling; the opinion did not decide the parties’ underlying claims.
Read the full 2-page opinion on CourtListener, the free public archive maintained by the Free Law Project.