Upjohn Company v. United States

PETITIONER:Upjohn Company
RESPONDENT:United States
LOCATION:Indiana State Employment Security Division

DOCKET NO.: 79-886
DECIDED BY: Burger Court (1975-1981)
LOWER COURT: United States Court of Appeals for the Sixth Circuit

CITATION: 449 US 383 (1981)
ARGUED: Nov 05, 1980
DECIDED: Jan 13, 1981

Daniel M. Gribbon – on behalf of Petitioners
Lawrence G. Wallace – on behalf of the Respondents

Facts of the case


Media for Upjohn Company v. United States

Audio Transcription for Oral Argument – November 05, 1980 in Upjohn Company v. United States

Audio Transcription for Opinion Announcement – January 13, 1981 in Upjohn Company v. United States

Warren E. Burger:

The judgment and opinion of the Court in Upjohn Company against the United States will be announced by Justice Rehnquist.

William H. Rehnquist:

In January 1976, the petitioner here, Upjohn Company learned from it’s auditors that one of its foreign subsidiaries had made payments to foreign government officials in order to obtain business from that Government.

The company began an internal investigation into such and questionable payments.

The investigation was conducted by the company’s general counsel and he sought information in order that he could give the company legal advise considering the payments.

The company sent questionnaires seeking information about the questionable — questionable payments to its foreign managers and counsel conducted interviews with these managers and their officials.

The attorney took notes of the interview.

Eventually, the company voluntarily disclosed information about the questionable payments to the SEC and to the IRS.

The IRS immediately began an investigation into the tax consequences of the payments and sought to subpoena the completed questionnaires in counsel’s notes of interviews with company employees.

The company resisted disclosure of these materials on the grounds that they were protected from disclosure by the attorney-client privilege and by the work-product doctrine.

The lower courts’ decision we are reviewing here held that the attorney-client privilege did not apply to protect the materials here because the employees who had communicated with counsel were not in a position to control, as they put it, a final decision on what legal action the company might take.

The Court of Appeals in this case also held that the work-product doctrine did not apply their proceedings to enforce tax summonses.

In an opinion filed today with the Court, we reject the narrow test applied by the lower courts for the application of the attorney-client privilege.

The employees involved in this case had the information company counsel needed in order to inform and advise the company.

The attorney-client privilege exists to encourage the communication of such information to counsel, so that counsel can carry out his professional mission.

If the purpose of the attorney-client privileges is to be served, the communications involved in this case must be protected.

We also conclude that the Court of Appeals was wrong and ruling that the work-product doctrine did not apply.

The doctrine protects against disclosure of material prepared by attorneys in an anticipation of litigation to preserve with privacy necessary for the proper functioning of counsel in our adversary system.

Not only does the doctrine apply here but it applies with peculiar force.

The materials sought was counsel’s note based on oral interviews which this Court has recognized as being entitled to special work product protection since it reveals the attorneys’ mental process in evaluating what the witness is saying.

We’re not sure any showing of necessity could ever justify the disclosure of such work product but we leave the question of whether adequate necessity has been shown to decision by the Court of Appeals on remand in the first instance.

The judgment of the Court of Appeals for the Sixth Circuit is therefore reversed and remanded for further proceedings consistent with this opinion.

The Chief Justice has filed a concurring opinion, concurring in part and concurring in the judgment.

Warren E. Burger:

Thank you, Mr. Justice Rehnquist.