Lazare Kaplan International Inc. v. KBC Bank N.V., 1:11-cv-09490

Lazare Kaplan International, Inc. sued KBC Bank N.V. and Antwerp Diamond Bank N.V.; Lazare moved to compel KBC to produce certain documents for in camera review to challenge privilege and confidentiality designations.
The Court ordered in camera review of nine challenged documents (five asserted privileged; four asserted confidential) after briefing and supplemental letters.
Documents at issue dated from 2009–2010 and included communications among bank employees and counsel about enforcement of credit documents and risk/credit strategies.
Lazare argued the materials were business (not legal) communications, not protected work product, that privilege was waived by sharing among banks (no common legal interest), and that one document fell within the crime-fraud exception.
Defendants contended the communications were primarily for legal advice, were shared among parties with a common legal interest, and remained commercially sensitive warranting confidentiality under the protective order.
The Court conducted in camera review and ruled the contested privilege designations valid but revoked the confidentiality designations as unsupported given the age of the materials and lack of particularized harm showing.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether documents are protected by attorney-client privilege	Documents are business, not legal, so not privileged; not work product	Communications predominantly sought/provided legal advice; corporate privilege applies	Privilege upheld — communications predominantly legal in purpose and confidentiality was intended
Whether privilege waived by sharing among banks (common interest)	Sharing with other banks waived privilege because no common legal interest	Parties shared a common legal interest (enforcing contractual rights; defending claims), so no waiver	Common-interest doctrine applies; privilege preserved
Whether crime-fraud exception strips privilege for Exhibit C	Exhibit C evidences knowledge of wrongful collateralization, implicating crime-fraud	Document does not show probable cause of fraud/crime or intent to further/ conceal wrongdoing	Crime-fraud exception does not apply; privilege remains
Whether challenged documents should remain designated "Confidential" under protective order	Confidentiality not warranted because information not commercially sensitive or is stale	Documents contain commercially sensitive bank risk methodologies and strategies	Confidentiality designations revoked: age (2009–2010) and lack of particularized showing of harm defeat good-cause requirement

United States v. Mejia, 655 F.3d 126 (2d Cir. 2011) (defines attorney-client privilege elements)
In re Cty. of Erie, 473 F.3d 413 (2d Cir. 2007) (predominant-purpose test for legal vs. business communications)
Schaeffler v. United States, 806 F.3d 34 (2d Cir. 2015) (common-interest doctrine preserves privilege against disclosure to outsiders)
United States v. Schwimmer, 892 F.2d 237 (2d Cir. 1989) (joint defense/common enterprise rule explained)
In re John Doe, Inc., 13 F.3d 633 (2d Cir. 1994) (crime-fraud exception framework)
United States v. Jacobs, 117 F.3d 82 (2d Cir. 1997) (two-step showing for crime-fraud exception; probable cause standard)
In re Richard Roe, Inc., 168 F.3d 69 (2d Cir. 1999) (narrow construction of crime-fraud exception)
Bank Brussels Lambert v. Credit Lyonnais (Suisse) S.A., 160 F.R.D. 437 (S.D.N.Y. 1995) (limits common-interest to communications intended to further legal enterprise)
HSH Nordbank AG v. Swerdlow, 259 F.R.D. 64 (S.D.N.Y. 2009) (common-interest does not create independent privilege)
Fireman's Fund Ins. Co. v. Great Am. Ins. Co. of N.Y., 284 F.R.D. 132 (S.D.N.Y. 2012) (identical interest standard for common-interest applicability)
New Moon Shipping Co. v. MAN B & W Diesel AG, 121 F.3d 24 (2d Cir. 1997) (procedures for admissibility hearings referenced for upcoming proceedings)