Upjohn_v._United_States
Upjohn Co. v. United States
1981 United States Supreme Court case
Upjohn Co. v. United States, 449 U.S. 383 (1981), was a Supreme Court case in which the Court held that a company (in this case, the Upjohn company) could invoke the attorney–client privilege to protect communications made between company lawyers and non-management employees.[1] In doing so, the Court rejected the narrower control group test that had previously governed many organizational attorney–client privilege issues. Under the control group test, only employees who exercised direct control over the managerial decisions of the company were eligible to have their communications with corporate lawyers protected.[2] The case also expanded the scope of the work-product doctrine.
While the Upjohn decision did not explicitly mention a warning procedure, the case gave rise to a procedure called an "Upjohn warning", in which a company's lawyer explains that the lawyer represents the company and not the individual employee with whom the lawyer is dealing. This is intended to ensure that the employee understands that the company can waive the attorney-client privilege at any time and disclose the contents of the conversation between the lawyer and the employee, even if the employee objects.[3] In subsequent cases, failure to give an Upjohn warning has led to the employee being able to claim privilege over communications with company lawyers.[4]