## Facts

- Offshore-drilling workers sued Santa Fe International Corporation and other offshore-drilling companies, alleging a long-running conspiracy to suppress wages and benefits in violation of antitrust laws.
- In discovery, plaintiffs sought a 1991 memorandum written by Santa Fe’s counsel and distributed to Santa Fe’s industry competitors.
- Santa Fe asserted the memorandum remained protected by attorney-client privilege under the common-interest (joint-defense) doctrine despite disclosure to competitors.
- Santa Fe argued the memorandum addressed shared legal concerns (including antitrust compliance and avoiding legal exposure), though it was not prepared for specific or anticipated litigation.
- The district court ordered production, finding Santa Fe failed to show the memorandum was shared to advance a joint legal strategy rather than a business purpose.
- Santa Fe petitioned for a writ of mandamus directing the district court to vacate the production order.

## Issues

1. Whether mandamus relief was warranted because the district court’s rejection of Santa Fe’s common-interest privilege claim and order compelling production was clearly and indisputably erroneous.
2. Whether disclosure of the memorandum to competitors fell within the common-interest doctrine as a communication made in confidence to further a shared legal strategy, rather than a shared commercial interest.

## Decision

- The Fifth Circuit denied the petition for writ of mandamus.
- The court held Santa Fe failed to show a clear and indisputable entitlement to relief because the district court’s privilege ruling was not clearly and indisputably wrong.
- The order compelling production of the 1991 memorandum remained in effect.

## Legal Principles

- Mandamus is an extraordinary remedy; the petitioner must show a clear and indisputable right to the writ, lack of adequate alternative means of relief, and that issuance is appropriate under the circumstances.
- The common-interest (joint-defense) doctrine protects otherwise privileged communications shared among parties only when made in confidence to further a common legal strategy, typically in connection with a joint defense or coordinated legal enterprise.
- A shared desire to comply with the law or avoid future liability, without a demonstrated joint legal strategy, does not by itself establish a common legal interest sufficient to preserve privilege after disclosure.
- Interlocutory review of discovery and privilege rulings is generally disfavored; mandamus does not serve as a routine substitute for post-judgment appellate review.

## Conclusion

The Fifth Circuit refused to intervene by mandamus because the district court’s determination that Santa Fe had not established a qualifying common-interest privilege—given the memorandum’s distribution to competitors outside a demonstrated joint legal strategy—was at least reasonable and therefore not clearly and indisputably erroneous.


In re Santa Fe Int’l Corp., 272 F.3d 705 (5th Cir. 2001)