73 N.Y.2d 588 (1989)

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An internal memorandum from a corporate staff attorney to a corporate officer communicating legal advice regarding a company form that was the subject of an imminent defamation action is protected from disclosure by the attorney-client privilege.

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Summary

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This case addresses the scope of attorney-client privilege in the corporate context, specifically regarding internal communications. A physician, Rossi, sued Blue Cross for defamation based on a form letter sent to patients denying reimbursement for NMR scans, stating the procedure was experimental. Blue Cross withheld an internal memo from its staff attorney to a company officer concerning the form, citing attorney-client privilege. The New York Court of Appeals held that the memorandum was privileged because it contained legal advice concerning imminent litigation, thus protecting it from disclosure. The court emphasized that the communication was primarily legal in character, even if it touched on non-legal matters.

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Facts

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Dr. Rossi operated a medical diagnostic testing facility using NMR imaging. Blue Cross denied reimbursement to Rossi’s patients, sending them a form stating the procedure was