COURT OF CHANCERY OF THE S AM G LASS C OCK III

V ICE C HANCELLOR STATE OF DELAWARE C OURT OF C HANCERY C OURTHOUSE 34 T HE C IRCLE G EORGETOWN , D ELAWARE 19947

Date Decided: September 8, 2020

Re: Murphy Marine Services of Delaware Inc. v. GT USA Wilmington, LLC , C ivil Action No. 2018

- 0664

- SG Dear Counsel: This matter is before me on the Plaintiff’s Second Motion to Compel. I have reviewed the documents provided for my consideration, in camera , to determine whether they were properly redacted by the D efendant on the basis of attorney

- client privilege

. The attorney

- client privilege functions as an exception to the general rubric of production of all relevant materials in service to the determination of truth
in a particular matter

. Instead, the privilege implicates justice more generally, by encouraging clients to confide truthfully when seeking legal counsel , and by allowing counsel to provide candid advi ce . As acknowledged by the parties in their briefing on Plaintiff’s Second Motion to Compel, “[t]he attorney

- client privilege protects legal advice, as opposed to business or personal advice.” 1 The mere inclusion of a legal advisor in a communication is insufficient for the privilege to

1 PharmAthene, Inc. v. SIGA Techs., Inc. , 2009 WL 2031793, at *2 (Del. Ch. July 10, 2009)2 attach to the communication , if it involves a business matter rather than a legal
matter. 2 In a scenario where the challenged documents address both legal and business matters, the Court must determine which interest predominates . I f the legal portions can be easily separated from the business portions , “ the document must be produced with the legal

- related portions redacted. ” 3 Alternatively, if the business and legal advice are inseparable, the communication may be protected in its entirety by the attorney

- client privilege. 4 “ Where it is a close call, the party asserting the privilege will be given the benefit of the doubt. 5 Applying the for e going, I find the following were improperly withheld or redacted by the Defendant and shall be produced in un

- redacted form :

• An email from Jesper Boll (“Boll”) on February 14, 2018 at 5:49 AM appearing in the Defendant’s privilege log at items 8 and 10 (beginning

a t Bates numbers GTUSA000000 288 and GTUSA000000 307) ;

• An email from Peter Richards on June 27, 2018 at 7:03 AM app earing at privilege log 20 and B ates number GTUSA000000 518 ;

• An email from Richard Clark on April 18, 2018 at 6:13 PM app earing at privilege log 48 and B ates number GTUSA00000 1472 ;

2 See Cephalon, Inc. v. Johns Hopkins Univ. , 2009 WL 5103266, at *1 (Del. Ch. Dec. 4, 2009) (footnotes omitted) (citing PharmAthene , 2009 WL at *2 ). 3 Id. 4 See id. 5 Id.3 • An email from Boll on April 18, 2018 at 10:29 AM appearing at privilege log 48, 61, and 79 and B ates number s GTUSA00000 1473 , GTUSA00000 2157 and GTUSA000003726. To that extent, the Motion to Compel is GRANTED

. The remainder of the documents subject to the Motion to Compel are protected by the attorney

- client privilege; to that extent the M otion is DENIED

. To the extent the foregoing requires an Order to take effect, IT IS SO
ORDERED.

Sincerely , /s/ Sam Glasscock III Sam Glasscock III