Sazerac Company, Inc. v. Republic National Distributing Company, LLC
3:23-cv-00025
W.D. Ky.Oct 4, 2024Background
- Republic National Distributing Company, LLC (RNDC) and Sazerac Company, Inc. are involved in a contractual dispute, with Sazerac terminating RNDC as distributor in certain states and RNDC asserting counterclaims.
- The parties have engaged in contentious discovery; the instant matter concerns RNDC's second motion to compel several categories of documents and more complete answers to interrogatories.
- The court must decide issues involving claims of attorney-client privilege and work product doctrine asserted by Sazerac over communications with Deloitte, a third-party consultant.
- Sazerac invokes privilege protections over Deloitte emails and objects to document requests regarding actual and potential successor distributors, business transition practices, and profit/loss comparisons.
- The court addresses whether Sazerac must produce documents and communications regarding its reasons for replacing RNDC, interactions with successor or potential successor distributors, and related financial information.
- Magistrate Judge Lanny King grants and denies in part RNDC’s motion, instructing Sazerac to provide additional discovery, subject to limits set by the court.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Are Deloitte emails privileged (Attorney-client/work product)? | Deloitte assisted counsel; emails privileged | Emails are business, not legal, communications; Deloitte not agent | Not privileged; emails must be produced |
| Must Sazerac produce documents on actual/potential successor distributors? | Requests overbroad, irrelevant | Relevant to counterclaims and pretext | Must produce post-GDA, both potential/actual |
| Must Sazerac answer interrogatories about contacting potential successors? | Overbroad, irrelevant | Needs dates and details for counterclaims | Must supplement answers to Interrogatories 4 & 6 |
| Must Sazerac produce transition and profit/loss documents? | Internal practices/financials irrelevant | Relevant to pretext, damages, industry custom | Produce profit/loss docs; transition docs narrowed |
Key Cases Cited
- In re Air Crash Disaster, 86 F.3d 498 (6th Cir. 1996) (discussing broad discretion of district courts over discovery)
- Lavado v. Keohane, 992 F.2d 601 (6th Cir. 1993) (scope of discovery is within trial court discretion)
- Haney v. Yates, 40 S.W.3d 352 (Ky. 2000) (strict construction of attorney-client privilege)
- Baker v. General Motors Corp., 209 F.3d 1051 (8th Cir. 2000) (application of privilege law in diversity cases)
- Jewell v. Holzer Hosp. Found., Inc., 899 F.2d 1507 (6th Cir. 1990) (privilege law application)
- United States v. Roxworthy, 457 F.3d 590 (6th Cir. 2006) (defining the work product doctrine)
- Lexington Pub. Library v. Clark, 90 S.W.3d 53 (Ky. 2002) (requirements for attorney-client privilege)
- Collins v. Braden, 384 S.W.3d 154 (Ky. 2012) (burden to establish privilege)