Use cases

Flag likely privileged and responsive documents for a lawyer

US federal rules. Gives each document a responsiveness answer, the request it matches and signs of privilege or work product. A lawyer makes every call.

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Example · Advice sought on a termination notice, with an outside consultant copied

Custodian, document type, date and control number: Custodian: Neil Farrant (VP Sales). Type: email. Sent: March 3, 2025, 4:52 PM. Attachments: none. Control number: HT-0048213.

From, to and cc, with counsel marked [LAWYER]: From: Neil Farrant <nfarrant@dunmoretools.example> To: Rachel Ng [LAWYER] <rng@dunmoretools.example> Cc: Meera Joshi <mjoshi@dunmoretools.example>; Ben Lachlan <ben@lachlanchannel.example>

Subject or file name: Northline termination - need your view before we send

Document text

Rachel, Before we send the termination notice to Northline, can you confirm two things for me? 1. Does the 90-day notice in section 14.1 apply if we end the agreement because they missed their targets, or can we end it straight away under 14.3 (material breach)? The draft notice Meera prepared says immediate effect, and I don't want to get that wrong. 2. The agreement says Northline has 30 days to cure a breach. Missing a sales target for three quarters in a row doesn't feel like something they can cure in 30 days, but I'd like your read on whether we still have to offer it. For background: Northline hit 61% of target in Q2, 58% in Q3 and 64% in Q4. Ben Lachlan, who has been reviewing our channel performance for us since January, has the full numbers and can walk you through them if that helps. He expects Northline to push back hard once they get the notice. Meera, please hold the notice until Rachel comes back to us. Nothing goes to Northline before then. Thanks, Neil Neil Farrant VP Sales, Dunmore Tools, Inc. (512) 555-0162
  1. Does the document have enough readable text to judge privilege and responsiveness?Yes98%
  2. Does the document contain information that falls within any request for production in the context?Yes98%
  3. Which request for production does the document most clearly answer?Request 1, Termination100%
  4. Is a lawyer an author or recipient of the document, or is a lawyer's advice passed on in it?Yes98%
  5. Does the document ask for, give or pass on legal advice?Yes97%
  6. What is the primary purpose of the communication?Legal advice99%
  7. Was the document prepared because of actual or expected litigation or an investigation?No77%
  8. Does anyone outside the client and its lawyers write, receive or get a copy of the document?Yes80%
  9. Does the document pass on or summarise earlier legal advice to people inside the client?No84%
  10. How likely is the document to be privileged, for the reviewing lawyer to confirm?Unclear, needs a lawyer49%

These are real answers stored from one run on this example.

The prism behind it

Flag likely privileged and responsive documents for a lawyer10 questions

Fields

  • Custodian, document type, date and control number
  • From, to and cc, with counsel marked [LAWYER]
  • Subject or file name
  • Document text

Context

Rule set: United States, federal court. We are reviewing documents collected from our client, Dunmore Tools, Inc., for production in Northline Distribution LLC v. Dunmore Tools, Inc., a dispute over Dunmore ending its distribution agreement with Northline. Code has marked every name on the matter's counsel list with [LAWYER] in the participants. The answers rank the review queues. A lawyer makes every privilege and responsiveness call; nothing here withholds, redacts or produces a document. Privilege tests for this review, in general terms. The review protocol governs. - Attorney-client privilege protects confidential communications between the client (Dunmore, and its employees acting for it) and its lawyers, in-house or outside, made to get or give legal advice. - Where a communication has both business and legal purposes, this review asks whether getting or giving legal advice is its primary purpose. Copying a lawyer on a business email does not make it privileged. - Legal advice passed on between employees ("legal says we can't...") can remain privileged, even when no lawyer is on the email. - Sharing a communication with someone outside the client and its lawyers may waive privilege. Dunmore's employees, directors and outside counsel are inside. Distributors, customers, vendors, consultants and the other side are outside unless the review protocol says otherwise. - Work product protects documents prepared in anticipation of litigation or for trial (FRCP 26(b)(3)). - Documents withheld are described on a privilege log (FRCP 26(b)(5)(A)). An inadvertent disclosure avoids waiver only where reasonable steps were taken to prevent it (FRE 502(b)), which is why every document is checked before production. Requests for production, by their operative words: - Request 1, Termination: documents about the decision to end, or the notice ending, the Northline distribution agreement. - Request 2, Sales targets: documents about Northline's sales targets, forecasts or performance. - Request 3, Other distributors: communications with any other distributor about the Northline territory. - Request 4, Pricing: documents about prices, rebates or discounts offered to Northline.

Questions

  1. Does the document have enough readable text to judge privilege and responsiveness? Yes / No

    Answer No for an empty forward, a calendar stub, an email whose content is only in an attachment, or garbled or unreadable text. Yes: There is enough readable content to judge. No: There is too little readable content to judge.

  2. Does the document contain information that falls within any request for production in the context? Yes / No

    Use the operative words of each request in the context. Count the document if any part of it falls within a request, however briefly. Judge responsiveness whether or not the document may be privileged. Yes: At least part of the document falls within at least one request. No: Nothing in the document falls within any request.

  3. Which request for production does the document most clearly answer? Choice

    Pick the one request the document falls within most clearly.

    • Request 1, Termination The decision to end the Northline agreement, or the notice ending it, including its timing and grounds.
    • Request 2, Sales targets Northline's sales targets, forecasts or performance, when termination is not the main point.
    • Request 3, Other distributors A communication with another distributor about the Northline territory.
    • Request 4, Pricing Prices, rebates or discounts offered to Northline.
    • No request The document falls within none of the requests.

  4. Is a lawyer an author or recipient of the document, or is a lawyer's advice passed on in it? Yes / No

    Count a participant marked [LAWYER], or anyone the text describes as counsel or legal, and advice attributed to a lawyer or to "legal". Yes: A lawyer wrote or received the document, or the text passes on what a lawyer said. No: No lawyer takes part and no lawyer's advice is passed on.

  5. Does the document ask for, give or pass on legal advice? Yes / No

    Legal advice is about what the law or a contract requires or allows, legal risk, rights, or how to handle a legal matter. Business advice from someone who happens to be a lawyer does not count. Yes: The document asks for, gives or passes on legal advice. No: The document contains no request for, or statement of, legal advice.

  6. What is the primary purpose of the communication? Choice

    Use the primary purpose test in the context. Judge the document as a whole, not only its subject line.

    • Legal advice Getting or giving legal advice is the main point of the communication.
    • Business Commercial, operational or technical, even if a lawyer is on the email.
    • Mixed, separable Distinct legal and business parts that a reviewer could separate, with neither clearly the main point.
    • Personal Not about Dunmore's affairs.
    • No substance Automated messages, scheduling or logistics only.

  7. Was the document prepared because of actual or expected litigation or an investigation? Yes / No

    Count a document prepared because a lawsuit, claim or investigation has started or is expected, as the text shows. Worry that a counterparty may be unhappy is not enough on its own. Yes: The text shows it was prepared because of actual or expected litigation or an investigation. No: Nothing in the text shows it was prepared for that reason.

  8. Does anyone outside the client and its lawyers write, receive or get a copy of the document? Yes / No

    Use who is inside and outside as the context sets it. Count anyone in the participants or named in the text as having been sent the document. Yes: At least one person outside the client and its lawyers wrote, received or was copied on it. No: Everyone who wrote or received it is inside the client or its legal team.

  9. Does the document pass on or summarise earlier legal advice to people inside the client? Yes / No

    Count a forward of a lawyer's email, or a summary such as "legal says we can't send the notice yet". Yes: The document passes on or summarises earlier legal advice. No: The document passes on no earlier legal advice.

  10. How likely is the document to be privileged, for the reviewing lawyer to confirm? Choice

    Take the document as a whole, using the tests in the context. This orders the review queues; a lawyer decides every call.

    • Likely privileged in whole The whole document is legal advice or work product, shared only inside the client and its lawyers. Suggested for withholding, for a lawyer to confirm.
    • Likely privileged in part Privileged passages sit inside an otherwise business document. Suggested for redaction review.
    • Likely not privileged No legal advice or work product, or a lawyer is only copied on business.
    • Unclear, needs a lawyer Privilege may apply, but a factor such as an outsider on the document or a mixed purpose makes it unclear.

Lens columns

enough_text, enough_text_probability, responsive, responsive_probability, request_matched, request_matched_probability, lawyer_involved, lawyer_involved_probability, legal_advice, legal_advice_probability, primary_purpose, primary_purpose_probability, litigation_prepared, litigation_prepared_probability, outsider_present, outsider_present_probability, advice_relayed, advice_relayed_probability, privilege_assessment, privilege_assessment_probability

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