Attorney-Client Privilege

What is it?

The attorney/client privilege is a legal theory that protects as confidential communications between an attorney and his or her client.

What is the purpose of the privilege?

The purpose of the privilege is to encourage openness between attorney’s and clients. Good legal advice and representation depend on the lawyer being fully informed. A client will be more forthcoming if he or she is assured that the attorney cannot disclose what the client tells him or her.

What is protected?

Oral or written communications, including e-mails, between an attorney and client when made for the purpose of seeking, obtaining or providing legal assistance.

What is not protected?

• Meetings at which a lawyer is merely present and not providing specific legal advice;
• The mere fact that a consultation between attorney and client occurred;
• The general subject matter of the consultation such as litigation, contract or employment advice;
• Communications made in non-private settings or in the presence of third persons who are outside of the attorney-client loop for that particular subject or issue.

Is there an attorney-client privilege between any University employee and University counsel?

No. Whether the privilege applies depends on each particular communication. Generally the employee who can invoke the privilege is an employee in a position to control, or take a substantial part in, a decision about which legal advice is being given, but it can include others who need to provide important information to counsel

What if someone discloses confidential information by mistake?

Notify the Office of University Counsel immediately. The Office can help determine if the privilege is still intact or has been broken and what steps can be taken.

Basic Guidelines to Protect the Attorney-Client Privilege

If you are aware of a legal matter in which counsel is involved, do not speak to anyone other than your supervisor about it unless you have to do so as part of your regular job.
1. Do not forward e-mails, documents, voicemails, or any other communication from University counsel, or from outside counsel retained by the University, about that legal matter unless the attorney said it was ok.
2. Do not discuss pending legal matters or investigations with people outside of the University, especially contractors, unless this is part of your job and you’ve been authorized to do so by your supervisor or by University counsel.
3. When in doubt, ask before you disclose or discuss.