Lexis Nexis - Case Brief

Not a Lexis Advance subscriber? Try it out for free.

Law School Case Brief

Upjohn Co. v. United States - 449 U.S. 383, 101 S. Ct. 677 (1981)


The purpose of the attorney-client privilege is to encourage full and frank communication between attorneys and their clients and thereby promote broader public interests in the observance of law and administration of justice. Sound legal advice or advocacy serves public ends and such advice or advocacy depends upon a lawyer being fully informed by the client. The attorney-client privilege rests on the need for the advocate and counselor to know all that relates to the client's reasons for seeking representation. 


Responding to a claim that its foreign subsidiary made illegal payments to secure a government business, petitioner corporation initiated an investigation and sent out a questionnaire to all of its foreign general and area managers to determine the nature and magnitude of such payments. After petitioner disclosed such payments to the Securities and Exchange Commission, the Internal Revenue Service demanded a production of all the files relating to the investigation. Petitioner refused to produce the documents. The court granted certiorari on a judgment from the United States Court of Appeals for the Sixth Circuit, which held that the attorney-client privilege did not apply to communications made by petitioner corporation's mid-level and lower-level officers and agents.


Does attorney-client privilege apply to communication among petitioner's employees?




Petitioner's low- and mid-level employees' information was protected by the attorney-client privilege where it was necessary to defend against potential litigation, and the work-product doctrine applied to tax summonses. The court rejected the "control group" test applied by the lower appellate court, concluding that even low-level and mid-level employees could have the information necessary to defend against the potential litigation, and that Fed. R. Evid. 501 protected any client information that aided the orderly administration of justice. The court rejected the lower appellate court's conclusion that the work-product doctrine did not apply to tax summonses, but remanded the issue because the work-product at issue was based on potentially privileged oral statements. The doctrine could only be overcome upon a strong showing of necessity for disclosure, and unavailability by other means.

Access the full text case
Be Sure You're Prepared for Class