Allergan, Inc. v. Revance Therapeutics, Inc.

District Court, M.D. Tennessee·Decided April 3, 2025·No. 3:23-cv-00431·Unknown

Opinion

UNITED STATES DISTRICT COURT FOR THE MIDDLE DISTRICT OF TENNESSEE NASHVILLE DIVISION

ALLERGAN, INC., ALLERGAN ) PHARMACEUTICALS IRELAND ) UNLIMITED COMPANY, ALLERGAN ) USA, INC., AND ALLERGAN SALES, LLC ) Civil Action No. 3:23-cv-00431 Plaintiffs, ) Judge Richardson/Frensley ) v. ) ) REVANCE THERAPEUTICS, INC. ) Defendant. )

ORDER OF THE SPECIAL MASTER RESOLVING JOINT STATEMENT ON PRIVILEGE OBJECTIONS DURING THE DEPOSITIONS OF DEREK CHAN AND ROGER HUFF

This case comes before the Special Master on the parties’ January 13, 2025, Joint Submission to the Special Master. The first of several discovery disputes Revance Therapeutics, Inc.1 raises in the Joint Submission relates to its challenge to Allergan’s2 attorney-client privilege objections during the depositions of Derek Chan and Roger Huff. The parties’ briefing on this issue is located at Exhibit 1 (Revance) and Exhibit 2 (Allergan) of the Joint Submission.3 Revance requests an order both overruling Allergan’s objections to questions it asked during the depositions and permitting Revance to further question Mr. Chan and Mr. Huff “regarding” or “about” certain

1 This Order refers to Defendant as “Revance.” 2 This Order refers to Plaintiffs as “Allergan.” 3 Exhibits 1 and 2 of the Joint Submission, as well as Exhibits A and B to Exhibit 1, portions of the transcripts of the depositions of Roger Huff and Derek Chan, respectively, are attached to this Order as separate docket entries. These exhibits are filed under seal because the parties have designated these depositions as confidential, and their briefing extensively cites these depositions. topics.4 Ex. 1 at 3–4. Upon consideration of the parties’ briefing and the relevant exhibits the parties submitted, the Special Master grants in part and denies in part Revance’s request for relief. I. Issues Raised by Exhibits 1 and 2 The parties and the Special Master are familiar with the background of this action

generally. See, e.g., ECF No. 302 at PageID ## 5252–54. As relevant to this discovery dispute, Exhibits 1 and 2 concern Allergan’s privilege objections during the depositions of Derek Chan and Roger Huff that Revance asserts were improper. The Special Master largely takes the following background information from Exhibit 1, as Allergan does not dispute any of it. See Ex. 2 at 8–9.

Allergan asserts that Revance misappropriated Allergan’s trade secrets via, among other things, Mr. Chan electronically accessing Allergan’s trade secrets while working for Revance to help Revance develop its Daxxify product. ECF No. 82-11 at PageID ## 1236–37; ECF No. 129-1 at PageID # 2081.

4 Revance also requests an order that Allergan log all documents supporting its privilege objections. Ex. 1 at 1. Allergan produced that privilege log on March 21, 2025, so this request is now moot. II. Discussion

Federal common law governs all privilege assertions in federal-question cases, even where there are supplemental state law claims. Hancock v. Dodson, 958 F.2d 1367, 1372–73 (6th Cir. 1992); Doe v. Hamilton Cnty. Bd. of Educ., No. 1:16-CV-373, 2018 WL 542971, at *2 (E.D. Tenn. Jan. 24, 2018). Here, Allergan sues under the federal Defend Trade Secrets Act (“DTSA”) and the Tennessee Uniform Trade Secrets Act (“TUTSA”). Revance asserts that the TUTSA claim is a supplemental state law claim and that federal common law therefore governs all claims of privilege in this action. Ex. 1 at 11–12. Allergan does not dispute this assertion. See generally Ex. 2 at 8-9.° The Special Master also takes notice that the Complaint alleges that the Court has federal-question jurisdiction over this action via the DTSA and supplemental jurisdiction over the TUTSA claim, ECF No. 1 §§ 17-19, and the Answer does not dispute the allegations relating to subject matter jurisdiction, ECF No. 87 §{ 17-19; ECF No. 151 17-19. The Special Master therefore applies federal common law to all privilege claims in this action. A. Scope of the Corporate Attorney-Client Privilege In the corporate setting, the federal attorney-client privilege protects from compelled disclosure confidential communications between a legal entity’s lawyers and its employees made for legal-advice purposes that concern matters falling within the employees’ scope of employment. See generally Upjohn Co. v. United States, 449 U.S. 383, 394-95 (1981): In re Teleglobe Comme’ns Corp., 493 F.3d 345, 359-60 (3d Cir. 2007); Ross v. City of Memphis, 423 F.3d 596, 600-02 (6th Cir. 2005); Ciccio v. SmileDirectClub, LLC, No. 3:19-cv-0845, 2022 WL 2182301, at *2 (M.D. Tenn. June 16, 2022); United States v. Cole, No. 1:20-cr-424, 2021 WL 5277148, at *4 (N.D. Ohio Nov. 12, 2021) (quoting Restatement (Third) of the Law Governing Lawyers § 68). The party seeking privilege protection bears the burden of proving its application. United States v. Dakota, 197 F.3d 821, 825 (6th Cir. 1999). The Sixth Circuit, borrowing Dean Wigmore’s classic privilege formulation, has ruled that, where (1) legal advice was sought, (2) from a professional legal adviser in his capacity as such, (3) the communications related to that purpose, (4) were made in confidence, (5) by the client, (6) are at his instance permanently protected, (7) from disclosure by himself or the legal adviser, (8) unless the privilege has been waived. United States v. Goldfarb, 328 F.2d 280, 281 (6th Cir. 1964) (citing 8 John Henry Wigmore, Evidence in

Revance’s argument that federal common law governs this dispute.

Trials at Common Law § 2292 (McNaughten Rev. 1961)); see also Reed v. Baxter, 134 F.3d 351, 355–56 (6th Cir. 1998); Fausek v. White, 965 F.2d 126, 129 (6th Cir. 1992). This privilege formulation requires the privilege proponent to prove an attorney-client relationship between the corporate entity and the lawyer with whom the entity’s employee communicates and a confidential

communication between the employee and lawyer generated for the purpose of the lawyer providing the client entity with legal advice. See Greer v. Cnty. of San Diego, 127 F.4th 1216, 1227 (9th Cir. 2025); In re Perrigo Co., 128 F.3d 430, 437 (6th Cir. 1997) (citing Admiral Ins. Co. v. U.S. Dist. Ct. for Dist. of Ariz., 881 F.2d 1486, 1492 (9th Cir. 1989)). The attorney-client privilege is “narrowly construed” because it impedes the search for the truth. Ross, 423 F.3d at 600. It therefore applies “only where necessary to achieve its purpose” of encouraging “full and frank communications between attorneys and their clients” and “protects only those communications necessary to obtain legal advice.” Id. (emphasis removed). The privilege “does not envelope everything arising from the existence of an attorney-client relationship” and “does not protect against disclosure of the facts underlying the communication.”

Humphreys, Hutcheson and Moseley v. Donovan, 755 F.2d 1211, 1219 (6th Cir. 1985).

Free access — add to your briefcase to read the full text and ask questions with AI

Allergan, Inc. v. Revance Therapeutics, Inc., (M.D. Tenn. 2025).

Allergan, Inc. v. Revance Therapeutics, Inc. (Allergan, Inc. v. Revance Therapeutics, Inc.) — published by Counsel Stack Legal Research, free access to 12M+ legal documents.

Related

Upjohn Co. v. United States
449 U.S. 383 (Supreme Court, 1981)
United States v. Albert A. Goldfarb
328 F.2d 280 (Sixth Circuit, 1964)
Thomas A.J. Fausek v. Robert E. White, Selox, Inc.
965 F.2d 126 (Sixth Circuit, 1992)
In Re Perrigo Company
128 F.3d 430 (Sixth Circuit, 1997)
Oasis International Waters, Inc. v. United States
110 Fed. Cl. 87 (Federal Claims, 2013)
In Re Teleglobe Communications Corp.
493 F.3d 345 (Third Circuit, 2007)
United States Ex Rel. Hunt v. Merck-Medco Managed Care, LLC
340 F. Supp. 2d 554 (E.D. Pennsylvania, 2004)
Reed v. Baxter
134 F.3d 351 (Sixth Circuit, 1998)
United States v. Dakota
197 F.3d 821 (Sixth Circuit, 1999)
Armada (Singapore) Pte Ltd. v. Amcol International Corp.
160 F. Supp. 3d 1069 (N.D. Illinois, 2016)
Peralta v. Cendant Corp.
190 F.R.D. 38 (D. Connecticut, 1999)
Methode Electronics, Inc. v. Finisar Corp.
205 F.R.D. 552 (N.D. California, 2001)
New Jersey v. Sprint Corp.
258 F.R.D. 421 (D. Kansas, 2009)
MacKenzie-Childs LLC v. MacKenzie-Childs
262 F.R.D. 241 (W.D. New York, 2009)