## Facts

- Polaris manufactured off-road vehicles and recalled more than 100,000 ATVs due to fire risk.
- The Consumer Product Safety Commission notified Polaris that it was investigating Polaris’s compliance with federal reporting duties, creating potential enforcement exposure.
- Polaris retained outside counsel to conduct an internal safety and compliance audit of its safety policies and processes.
- Counsel produced a 32-page written report titled “Embracing Safety as a Business Priority,” discussing regulatory requirements and offering extensive recommendations to improve safety practices, product design, and corporate processes.
- Polaris distributed the report to senior management and board members.
- In a later product-liability suit arising from a vehicle fire, Polaris inadvertently produced the report in discovery.
- Polaris asserted attorney-client privilege over the entire report and sought to claw it back, while the opposing party sought to use it.

## Issues

1. Whether a mixed-purpose lawyer-prepared audit report was privileged in its entirety, or instead predominantly business advice subject to disclosure with only discrete legal advice redacted.
2. Whether Polaris satisfied the requirements for a writ of prohibition to prevent disclosure of the report based on alleged privilege.

## Decision

- The Minnesota Supreme Court held that Minnesota applies the “predominant purpose” test to mixed legal-and-business communications.
- The Court concluded the district court did not clearly err in finding the report’s predominant purpose was business advice rather than legal advice.
- The Court held the report was not privileged in its entirety, but permitted redaction of specific portions that constituted legal advice.
- The Court affirmed the denial of the writ of prohibition, allowing disclosure subject to the ordered redactions.

## Legal Principles

- Attorney-client privilege protects confidential communications made for the purpose of facilitating legal services; it does not attach merely because lawyers are involved.
- For mixed-purpose communications, the “predominant purpose” test controls: privilege applies only if the predominant purpose of the communication is legal advice, not business advice.
- Determining a document’s predominant purpose is a question of fact reviewed deferentially; a reviewing court will not reweigh reasonable fact-finding.
- A writ of prohibition is an extraordinary remedy requiring (1) imminent exercise of judicial power, (2) unauthorized action under law, and (3) no adequate remedy at law; it is not a substitute for ordinary review of discovery fact determinations.
- Even if a document is predominantly nonlegal, discrete legal advice within it may be protected through targeted redactions rather than wholesale withholding.

## Conclusion

The court adopted the predominant-purpose test for mixed legal/business communications, upheld a factual finding that an internal audit report chiefly provided business recommendations, and denied extraordinary writ relief, permitting disclosure with limited redactions for embedded legal advice.


In re Polaris, Inc., 967 N.W.2d 397 (Minn. 2021)