Many judicial decisions explain that intra-corporate disclosure of privileged communications can waive that protection if shared with corporate employees having no “need to know.” That warning almost always appears in the court’s general description of the doctrine — and it makes little sense. Every corporate employee has a contractual or even fiduciary duty not to disclose privileged communications to outsiders.
In Melendres v. Sheridan, No. CV-07-2513-PHX-GMS, 2025 U.S. Dist. LEXIS 259526 (D. Ariz. Dec. 16, 2025), the court addressed a county sheriff’s office in the unusual position of arguing that disclosure to its own special investigator might waive the office’s attorney-client privilege. The court felt obligated to assess the nearly 50-year-old need-to-know standard that its district recognized about 10 years ago. Id. at *16 & n.6. But the court quickly added that the burden of demonstrating waiver-free sharing of privileged communications within the sheriff’s office “is not . . . meant to be a Herculean task.” Id. at *17.
Most telling, the court noted that the sheriff’s office “fails to cite a single Ninth Circuit case outlining the standard” for applying the need-to-know waiver danger. Id. at *20. In a rare bit of good news on the privilege front, it seems that the need-to-know standard theoretically risking waiver for intra-corporate communications is almost never worth serious concern.
