Deloitte, a nonparty, performed auditing services for both D and P prior to the sale of Plastics. Deloitte continued as P's independent auditors, reviewing Plastics' operations. Deloitte seeks to withhold certain documents from discovery on the grounds that they are subject to the attorney-client privilege and the work product doctrine. The documents consist of notes concerning the instant litigation, including handwritten notations on copies of the pleadings in this case. Deloitte's employee made the notes in preparation for the litigation and to refresh his recollection about the matters under litigation, and shortly thereafter, the first employee did consult with in-house counsel. Another employee prepared a report at the first employee's request to refresh his recollection about the events underlying the litigation, together with her handwritten notes. Deloitte seeks to withhold the documents at issue on the ground that they are subject to the work product doctrine.