United States District Court, D. Connecticut
RASPBERRY JUNCTION PROPERTIES LLC, and JULIA TATE PROPERTIES LLC, Plaintiffs,
EDWARDS FAMILY PARTNERSHIP LP, and CHARLES C. EDWARDS, Defendants.
MEMORANDUM OF DECISION ON DEFENDANTS' MOTION TO
QUASH OR MODIFY SUBPOENA
W. EGINTON SENIOR UNITED STATES DISTRICT JUDGE
have moved to quash or modify plaintiffs' subpoena,
arguing that it requests documents protected by the
attorney-client privilege between defendants and their
counsel. The Court has considered the parties' written
submissions and conducted an in camera review of the
documents at issue. Defendants' motion will be granted in
part and denied in part.
Connecticut, the attorney-client privilege protects both the
confidential giving of professional advice by an attorney
acting in the capacity of a legal advisor to those who can
act on it, as well as the giving of information to the lawyer
to enable counsel to give sound and informed advice.”
Olson v. Accessory Controls and Equipment Corp., 254
Conn. 145, 157 (2000). To invoke attorney-client privilege, a
communication must satisfy four criteria: (1) the attorney
must be acting in a professional capacity, (2) the
communication must be between attorney and client, (3) the
communication must relate to legal advice sought by the
client, and (4) the communication must be made in confidence.
See Lash v. Freedom of Information Com'n, 300
Conn. 511, 516 (2011). The burden of proving each element of
the privilege rests with the party asserting it.
Blumenthal v. Kimber Mfg., Inc., 265 Conn. 1, 11
(2003). Moreover, the attorney-client privilege is to be
strictly construed, as it prevents the full disclosure of
truth in court. See Ullmann v. State, 230 Conn. 698,
710-11(1994). The Connecticut Supreme Court has stated the
proper approach is to apply privilege where the communication
at issue is “inextricably linked to the giving of legal
advice.” See Olson 254 Conn. at 164.
instant case, most of the documents that defendants seek to
protect fail to satisfy the third element - that the
communication must relate to legal advice. Instead, the
majority of communications at issue involve business
discussions about market conditions, escrow arrangements, fee
arrangements, and representation agreements. See U.S. v.
Loften, 518 F.Supp. 839, 846 (S.D.N.Y. 1981) (“Of
course, it is not unusual, or in any way improper, for a
commercial attorney to proffer business advice; however, such
conversations are not within the privilege.”); see
also Vidal v. Metro-North Commuter Ry. Co., 2014 WL
413952, at *4 (D. Conn. Feb. 4, 2014) (“The lawyer must
not only be functioning as an advisor, but the advice given
must be predominantly legal, as opposed to business, in
Second Circuit has “determined that in the absence of
special circumstances client identity and fee arrangements do
not fall within the attorney-client privilege because they
are not the kinds of disclosures that would not have been
made absent the privilege and their disclosure does not
incapacitate the attorney from rendering legal advice.”
Vingelli v. U.S., Drug Enforcement Agency, 992 F.2d
449, 452 (2d Cir. 1993); see also Musante v. USI
Insurance Services, LLC, 2017 WL 3189028, at *2 (D.
Conn. Jul. 27, 2017). Similarly, an attorney's actions as
an escrow agent do not implicate the attorney-client
privilege. See Fidelity Nat. Title Ins. Co. v. Harlow,
Adams & Friedman, P.C., 2013 WL 3770709, at *5
(Conn. Super. Ct. Jun. 27, 2013.) (“In the present
case, the allegedly offensive interrogatories all relate to
the transfer of funds by the defendant on behalf of its
client. They do not relate to legal counseling of the client
or the defendant's client seeking legal advice.”).
communications contained within Bates numbers 57, 1291-92,
and 1335-40 relate to legal advice sought by the
client (defendants in this case). Moreover, these
communications satisfy the other three criteria for
attorney-client privilege, so they are protected from
disclosure in this case. The remainder of the documents
submitted to the Court for in camera review are
predominantly business communications that are not
inextricably linked to the giving of legal advice.
Accordingly, they shall be produced.
foregoing reasons, defendants' motion to quash or modify
subpoena is GRANTED in part and DENIED in part.
Defendants' motion is GRANTED as to Bates numbers 57,
1291-92, and 1335-40. Defendants' motion is DENIED as to
the remainder of the documents submitted for in
camera review. Defendants shall produce the documents by
July 2, 2019.
 Bates numbers 1335-36, 1337-39, and
1340 were grouped separately by defendants for purposes of