## Facts

- Tronitech, Inc. sued NCR Corp. in an antitrust action alleging NCR unfairly interfered with Tronitech’s business.
- During discovery, Tronitech moved to compel production of an “audit letter” prepared in March 1984 by NCR’s outside counsel.
- NCR’s independent accounting firm requested the letter to complete its financial audit of NCR.
- The audit letter provided counsel’s legal assessment of the lawsuit’s probable financial implications for NCR.
- NCR opposed production and submitted the letter for in camera review.

## Issues

1. Whether an audit letter assessing the probable financial impact of pending litigation is within the scope of discovery under Federal Rule of Civil Procedure 26(b)(1).
2. Whether the audit letter is protected from discovery as work product, including opinion work product, under Federal Rule of Civil Procedure 26(b)(3).
3. Whether providing the audit letter to an independent auditor defeats work-product protection.

## Decision

- The court denied Tronitech’s motion to compel.
- The court held the audit letter was not discoverable because it was not relevant and was not reasonably calculated to lead to admissible evidence.
- The court also held the audit letter was protected work product, reflecting counsel’s legal evaluation prepared in anticipation of litigation.
- The court treated the letter as opinion work product and found Tronitech had not made the showing required to overcome that protection.

## Legal Principles

- Discovery under Rule 26(b)(1) is limited to matter relevant to the action (or reasonably calculated to lead to admissible evidence under the then-governing standard); a party’s legal assessment of a case’s financial impact for audit purposes may fall outside that scope.
- Materials prepared by counsel in anticipation of litigation are protected under Rule 26(b)(3); legal evaluations and mental impressions receive heightened protection as opinion work product.
- Disclosure of counsel’s audit-response analysis to an independent auditor, when made for audit purposes, does not necessarily defeat work-product protection.

## Conclusion

In an antitrust discovery dispute, the court refused to compel production of a corporation’s counsel-prepared audit letter requested by independent auditors, concluding it was neither relevant to the merits nor discoverable in light of work-product protection for counsel’s litigation assessment.


Tronitech, Inc. v. NCR Corp., 108 F.R.D. 655 (S.D. Ind. 1985)