Feroleto Steel Company, Inc. v. Cleveland-Cliffs Weirton, LLC, 5:24-cv-00218

Plaintiff, Feroleto Steel Company, Inc., sought in-camera review by the court of certain documents withheld or redacted by Defendant Cleveland-Cliffs Weirton, LLC, based on claims of attorney-client privilege and the work-product doctrine.
Defendant produced privilege and redactions logs detailing the basis for withholding various emails and documents related to lease negotiations and company legal matters.
The dispute centers on whether particular communications are genuinely privileged legal advice or incidental business discussions not warranting protection.
Many of the disputed documents involve communications regarding the Feroleto lease, exchanged among in-house counsel, business executives, and other employees between 2018 and 2024.
Some redactions were based on relevance rather than privilege, which the court scrutinized closely.
The order results from a motion to compel production of documents, and the court conducted a detailed document-by-document analysis.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Scope of Attorney-Client Privilege	Communications do not all constitute legal advice; some are ordinary business.	All communications between attorney and client are privileged.	Only communications for primary purpose of legal advice are privileged; legal advice must predominate.
Work Product Doctrine	Most documents are not prepared in anticipation of litigation.	Documents are protected as work product, relating to litigation or legal strategy.	Only documents prepared because of anticipated litigation are protected; routine business docs are not.
Redactions for Relevance	Relevance-based redactions deprive context and are improper.	Redacted irrelevant segments to protect unrelated information.	Relevance redactions are disfavored; full context needed, redacted docs to be produced.
Privilege for Business v. Legal Advice	Many communications are incidental business discussions.	Communications with attorneys, even if partly business, are privileged.	Privilege applies only if legal advice predominates over business content.

Upjohn Co. v. United States, 449 U.S. 383 (attorney-client privilege protects confidential legal communications, but is to be narrowly construed)
Trammel v. United States, 445 U.S. 40 (attorney-client privilege should not impede truth-finding except for public good)
Fisher v. United States, 425 U.S. 391 (attorney-client privilege covers legal advice or services, not all communications)
Hickman v. Taylor, 329 U.S. 495 (work-product doctrine designed to balance discovery needs and attorney privacy)
United States v. Jones, 696 F.2d 1069 (Fourth Circuit test for when attorney-client privilege applies)
In re Grand Jury Subpoena, 204 F.3d 516 (privilege only applies when legal advice is sought; burden on party claiming privilege)