The attorney-client privilege is a legal doctrine that protects the confidentiality of communications between attorneys and their clients. With certain limited exceptions, courts cannot require a party to disclose communications that are protected by the attorney-client privilege. As a general matter, the privilege protects: (A) a communication, (B) made between privileged persons (i.e., attorney, client, or agent of either), (C) in confidence, (D) for the purpose of obtaining or providing legal assistance for the client.
The attorney-client privilege rests upon two fundamental assumptions: that good legal assistance requires full disclosure of a client’s legal problems, and that a client will only reveal the details required for proper representation if her confidences are protected. Because the privilege is designed to protect the client, only the client has the authority to waive the privilege and allow the privileged communication to be disclosed.
Here at Washington University, the University is the client. The attorneys in the Office of the Vice Chancellor and General Counsel, or outside counsel retained by OGC, provide legal assistance to the University.When an individual within the University contacts OGC seeking legal assistance on behalf of the University, those communications are protected by the attorney-client privilege. Similarly, when OGC contacts individuals within the University about a particular matter so that we can provide legal assistance for the University, those communications also are protected by the attorney-client privilege. However, you as an individual do not have the right to assert or waive the privilege. The attorney-client privilege regarding these communications belongs to the University, and only the University, as a corporate entity acting through official channels, has the right to assert or waive the privilege.
Both the University’s attorneys and faculty/staff have an obligation to protect the University’s privilege. This means not disclosing confidential and privileged material or communications to people outside the University or who are not directly involved in the legal issues under discussion. These are some things you should know about protecting the University’s attorney-client privilege:
- Do not discuss any conversations you have with University attorneys to anyone outside the University.
- Do not distribute written communications—including emails—written by, or directed to, University attorneys to anyone outside the University.
- Within the University, limit your discussions about attorney-client communications to those who have been identified by OGC as having a clear need to know. The same applies to sharing of written communications—including emails—from University attorneys. Those should never be forwarded or otherwise distributed without prior discussion with OGC attorneys.
In addition, we encourage you to label communications seeking legal advice to OGC with “Attorney-Client Communication—Privileged and Confidential.” We also encourage you to maintain those communications in files separate and apart from other, non-privileged files.
If you have any questions about the attorney-client privilege, please contact any of the attorneys in the OGC.