QUINTILES IMS INCORPORATED et al v. VEEVA SYSTEMS, INC.

Filing 302

ORDER and OPINION of the Special Master. It is the opinion of the Special Master that VEEVA's Motion is DENIED. etc. Signed by Special Master Dennis M. Cavanaugh, U.S.D.J. (Ret.) (dam)

UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF NEW JERSEY

Case No.: 2:17-CV-00177-CCC-MF
IQVIA, INC. and IMS SOFTWARE
SERVICES, LTD,
Plaintiffs/Counterclaim Defendants,
vs.

ORDER & OPINION OF THE SPECIAL
MASTER

VEEVA SYSTEMS, INC.,
Defendant/Counterclaim Plaintiff.

This matter comes before the Special Master on Defendant/Counterclaim Plaintiff Veeva
Systems, Inc.’s (“Veeva”) motion to compel certain documents withheld as privileged from
Plaintiffs/Counterclaim Defendants IQVIA, Inc. and IMS Software Services, LTD, (collectively
“IQVIA”). Veeva requested that the Special Master conduct an in camera review of the
challenged documents to determine whether they were appropriately identified as privileged.
After considering the submissions of the parties, conducting an in camera review of the
challenged materials, and based upon the following, it is the opinion of the Special Master that
Veeva’s motion is DENIED.
OPINION
Veeva seeks to compel IQVIA to produce certain documents, namely, 58 business
presentations and related communications (hereinafter, the “Challenged Documents”), 1 that it

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Veeva seeks production of 36 presentations and 22 cover e-mails attaching the presentations. IQVIA represents
that it will produce to Veeva the following documents that were inadvertently withheld: IQVIA Privilege Log Entry
Nos. 10807, 17378, 15511, 15512, 5391, and 5392. It is the Special Master’s understanding that these documents
consist of 4 presentations and 2 e-mails. Thus, for purposes of this Opinion, the Challenged Documents consist of
the remaining 32 presentations and 20 e-mails.

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asserts were created by non-lawyers for IQVIA’s executive leadership group. Veeva argues that
none of the presentations were created to offer or solicit legal advice. Veeva also argues that
IQVIA’s only basis for withholding the Challenged Documents – that at some point they were
reviewed and approved by IQVIA’s lawyers – is an invalid assertion of attorney-client privilege.
Veeva maintains that the business presentations were not prepared primarily for the purpose of
seeking legal advice, but rather, were prepared for the purpose of providing business advice to
IQVIA management. Veeva also maintains that IQVIA waived the attorney-client privilege with
respect to the Challenged Documents because it already produced some draft business
presentations. Lastly, Veeva argues that IQVIA’s privilege log provides an insufficient
description of each document to permit Veeva to evaluate the claims of privilege. Thus, Veeva
requests an in camera review of the allegedly privileged documents.
IQVIA argues that Veeva seeks production of draft versions of the presentations. IQVIA
maintains that Veeva is already in possession of the final versions of all of the Challenged
Documents. IQVIA also argues that either the actual challenged presentation or a later-in-time
version of each challenged presentation was sent to IQVIA’s in-house counsel for the purpose of
obtaining legal advice and is therefore protected from disclosure by the attorney-client privilege.
Indeed, IQVIA submits a certification from its in house counsel stating that he was expressly
tasked with the job of reviewing and, in fact provided, legal advice for each challenged
presentation, or a later-in-time draft of each challenged presentation. IQVIA maintains that its
production of certain drafts was inadvertent, and not a waiver of the attorney-client privilege.
IQVIA seeks to claw back these documents. IQVIA also argues that its privilege log provides a
description of the withheld documents consistent with the parties’ agreement.

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The purpose of the attorney-client privilege is “to encourage full and frank
communication between attorneys and their clients and thereby promote broader public interests
in the observance of law and administration of justice.” Upjohn Co. v. United States, 449 U.S.
383, 389 (1981); see also In re Grand Jury Investigation, 599 F.2d 1224, 1235 (3d Cir.1979)
(“the attorney-client privilege exists to foster disclosure and communication between the
attorney and the client”). The attorney-client privilege protects (1) communications (2) between
“privileged persons” (3) made in confidence (4) intended to receive or give legal assistance. In re
Teleglobe Commc’ns Corp., 493 F.3d 345, 359 (3d Cir. 2007), as amended (Oct. 12, 2007)
(quoting Restatement (Third) of the Law Governing Lawyers § 68 (2000)). The applicability of
the attorney-client privilege is determined on a case-by-case basis. Upjohn, 449 U.S. at 396–97.
Here, the Special Master has conducted a comprehensive in camera review of all of the
documents over which IQVIA asserts privilege. The Special Master finds that all 34 challenged
presentations (or a later-in-time version of each) are drafts that were sent to IQVIA’s in house
counsel for the purpose of obtaining legal advice. Thus, they are privileged documents and not
subject to disclosure. The Special Master does not find that IQVIA waived the attorney-client
privilege with respect to the Challenged Documents by virtue of its inadvertent disclosure of
other draft presentations. IQVIA has agreed to produce the 20 challenged e-mails to Veeva on a
non-waiver basis. Thus, these e-mails are no longer at issue and the Special Master does not
reach the issue of whether they are privileged.

Date: April 28, 2020

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