## Facts

- Sage Realty Corporation retained Proskauer Rose Goetz & Mendelsohn L.L.P. to handle legal work for a $175 million mortgage financing and a complex ownership restructuring involving multiple New York properties.
- The representation required forming and converting numerous entities and transferring various ownership interests; the matter closed by the end of 1995 and generated extensive documentation.
- In early 1996, Sage terminated Proskauer and retained successor counsel, requesting Proskauer’s complete files for the financing and restructuring.
- Sage had paid Proskauer’s fees; successor counsel tendered payment for the firm’s remaining bindery expenses.
- Proskauer produced substantial materials (including closing binders and an index) but withheld internal memoranda, drafts, markups, notes, and certain other materials, claiming they were the firm’s work product and property.
- Sage commenced a special proceeding to compel turnover; the trial court and Appellate Division ruled for Proskauer based on an “end product” versus “work product” distinction.

## Issues

1. Whether, after termination of the attorney-client relationship and absent any unpaid fee claim, a former client is entitled to inspect and copy the attorney’s file materials relating to the representation, including internal work product.
2. Whether New York should retain the “end product/work product” distinction or instead apply a presumption of broad client access subject to limited exceptions.

## Decision

- The Court of Appeals reversed the Appellate Division.
- The court held that, absent any outstanding fee claim, a former client is presumptively entitled to full access to the attorney’s file on the matter, including most work product materials.
- The court rejected New York’s prior “end product/work product” ownership distinction.
- The court allowed withholding only for narrow categories, such as materials whose disclosure would violate duties owed to third parties or is otherwise prohibited by law.

## Legal Principles

- Upon termination of representation, and where there is no unpaid fee claim supporting a retaining lien, a former client presumptively may inspect and copy any documents in the lawyer’s possession relating to the representation.
- The presumption of access extends beyond final “end product” documents and generally includes internal drafts, notes, and memoranda created during the representation.
- Access may be denied only upon substantial grounds, including protection of third-party confidentiality interests or other legal prohibitions on disclosure.
- The client’s continuing need to understand and manage the subject matter of the representation supports broad post-termination access, particularly where successor counsel requires the file to advise the client.

## Conclusion

New York’s highest court adopted a presumption that former clients, when no fees are owed, may obtain nearly all materials in the attorney’s file relating to the representation, including work product, subject to limited exceptions grounded in third-party duties or legal restrictions.


Sage Realty Corp. v. Proskauer Rose Goetz & Mendelsohn L.L.P., 91 N.Y.2d 30 (N.Y. 1997)