Melendrez v. Superior Court

California Court of Appeal, Second Appellate District, Division Three · 2013 · Evidence

215 Cal. App. 4th 1343 (2013)

Updated August 22, 2026

EvidenceDiscoveryAttorney-client privilegeCorporate privilegeVerification of discovery responsescorporate discovery verificationrequests for admissioninterrogatories

Facts

SECO had undergone chapter 11 reorganization and, under its plan, existed as a shell for processing asbestos lawsuits through its insurers, which provided its defense. After plaintiffs served requests for admission and then form interrogatory No. 17.1, SECO's insurer-retained counsel served substantive but unverified responses, asserting there were no officers, directors, employees, or agents available to verify them. Counsel also argued that although an attorney could verify for a corporation, doing so would waive privilege to a limited extent and no corporate officer or director existed to authorize that waiver. The trial court accepted that no one could verify and simply deemed the responses verified.

Issue

When a corporate defendant has no current officers, directors, or employees, may the trial court deem unverified discovery responses verified on the ground that no one exists to verify them? If attorney verification would require a limited waiver of privilege, who holds authority to decide that waiver on behalf of a dissolved or effectively nonexistent corporation?

Rule

For corporate parties, discovery responses to interrogatories and requests for admission must be verified under oath by an officer or agent, and a corporation's attorney may sign as such an agent. Attorney verification causes only a limited waiver of attorney-client and work product protection concerning the identity of the sources of the information contained in the response. If a corporation lacks current management, the court must determine who holds the corporation's attorney-client privilege: if the corporation still exists, efforts should be made to obtain a director to act for it; if it is no longer in existence within the meaning of Evidence Code section 953, subdivision (d), the privilege passes to a successor, assign, trustee in dissolution, or similar representative, which in these circumstances may be the insurers.

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One of 10 multiple-choice questions for this case. Pick an answer to see why.

In a products case filed in Los Angeles, Harbor Foundry LLC served requests for admission on Mesa Alloy Works, a corporation. Mesa's outside counsel prepared substantive responses signed only by counsel, stating that the corporation's current managers are overseas and unavailable for weeks, but counsel personally gathered the information from company files and former staff interviews.

If the plaintiff moves to treat the responses as defective because they were not verified by a corporate officer, what is the best ruling?

Explanation. For corporate parties, responses to requests for admission and interrogatories must be signed under oath by an officer or agent. The majority opinion states that, unlike an individual party, a corporation may act through an attorney-agent for verification. The consequence is not a broad privilege surrender, but only a limited waiver concerning later discovery into the identity of the sources of the information in the response.