134 F. Supp. 3d 1199
N.D. Cal.2015Background
- CMP and Biomax seek to invoke Fifth Amendment rights in response to NAF discovery requests.
- Question presented: whether corporate entities may assert Fifth Amendment rights when accused of being alter egos of individuals.
- Court heard argument on September 18, 2015.
- CMP is a California nonprofit corporation; Biomax is a California LLC; both are publicly identified as corporate entities.
- NAF alleges CMP and Biomax are alter egos; CMP/ Biomax contend alter ego status would allow Fifth Amendment assertion, but court rejects this regardless of alter-ego findings.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Can corporate entities invoke the Fifth Amendment in discovery | NAF's alter-ego allegations support invocation | If alter egos, entities may invoke Fifth Amendment | No; collective entity rule prohibits corporate Fifth Amendment privilege |
| Whether NAF's alter-ego allegation constitutes a judicial admission binding on the court | NAF's pleadings bind court on alter ego | Judicial admissions are binding only as admissions, not for independent ruling | Not a binding judicial admission for Fifth Amendment analysis |
| Whether Braswell exception applies | Potential exception could apply to compel production | Braswell not applicable to corporate entities here | Inapplicable; Braswell exception does not apply to this corporate context |
| Whether any corporate custodian issue could alter outcome | Not necessary; corporate records can be compelled | Braswell could immunize custodian production in some circumstances | Braswell analysis not controlling; corporation cannot invoke Fifth Amendment |
Key Cases Cited
- Braswell v. United States, 487 U.S. 99 (1988) (collective entity doctrine; no Fifth Amendment privilege for corporate records)
- United States v. Doe, 465 U.S. 605 (1984) (production of sole proprietorship records implicates individual privilege, contents not privileged)
- Bellis v. United States, 417 U.S. 85 (1974) (partnership records held in a fiduciary capacity; no personal privilege for records)
- Wilson v. United States, 221 U.S. 361 (1911) (corporate records; production does not implicate personal privilege of custodian)
- United States v. Brown, 918 F.2d 82 (1990) ( Ninth Circuit on burden to show privilege exists for corporate context)