United States Court of Appeals
                        For the First Circuit


No. 21-1698



 LIONBRIDGE TECHNOLOGIES, LLC, f/d/b/a Lionbridge Technologies,
                              Inc.

                        Plaintiff, Appellant,

                                  v.

                   VALLEY FORGE INSURANCE COMPANY,

                         Defendant, Appellee,

   H.I.G. MIDDLE MARKET LLC; ENDURANCE ASSURANCE CORPORATION;
    NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA,

                       Third Party Defendants.



          APPEAL FROM THE UNITED STATES DISTRICT COURT
               FOR THE DISTRICT OF MASSACHUSETTS

              [Hon. Patti B. Saris, U.S. District Judge]


                                Before

                    Kayatta, Selya, and Thompson,
                           Circuit Judges.


     Nicholas D. Stellakis, with whom Walter J. Andrews, Kevin V.
Small, and Hunton Andrews Kurth LLP were on brief, for appellant.

     Kirk Pasich, Christopher Pasich, and Pasich LLP on brief for
United Policyholders, amicus curiae.

    William L. Boesch, with whom Regina E. Roman, Kenneth N.
Thayer, and Sugarman, Rogers, Barshak & Cohen P.C. were on brief,
for appellee.




                        November 21, 2022
            THOMPSON, Circuit Judge.          This case pits an insured,

Lionbridge, against its general liability insurer, Valley Forge,

to answer whether Valley Forge had to foot Lionbridge's million-

dollar legal bills when the company fended off a trade-secrets

lawsuit in Manhattan brought by a competitor.                 Valley Forge

initially paid for some of Lionbridge's defense under a reservation

of rights (in insurance-speak, tentative coverage), but only a

fraction of what Lionbridge had racked up.              So, Lionbridge sued

Valley    Forge    in   the   District   of   Massachusetts   seeking      full

coverage, and fighting back, Valley Forge counterclaimed seeking

a declaratory judgment of absolution from policy coverage.1                  As

the case progressed below, each side moved to compel discovery

responses from the other, including what they both objected was

attorney/client information (usually considered off-limits in a

lawsuit).   Relevant here, a magistrate judge denied Valley Forge's

request   for     information   exchanged     between   Lionbridge   and    its

lawyers, which Valley Forge objected up to the district court.

Both parties eventually cross-moved for partial summary judgment

on a few of the key legal issues related to coverage.

            The district court went on to grant the portion of Valley

Forge's motion to compel that sought privileged information but,



     1 Though not relevant to the issues on appeal, Valley Forge
also cross claimed against other interested persons to this
dispute.


                                    - 3 -
at the parties' request, stayed all discovery until it ruled on

the cross-motions for summary judgment. So then, ruling in summary

judgment favor for Valley Forge, the district court bought the

argument that Valley Forge should be let off the policy coverage

hook entirely (save for what it had already paid out) concluding

it did not owe Lionbridge a duty to defend (i.e., to pay for its

defense).    The district court also dismissed all of Lionbridge's

claims.

            Now, to us.    On the coverage issue, we disagree, and

therefore reverse the district court's summary judgment ruling and

direct the entry of summary judgment in favor of Lionbridge on the

duty to defend.   On the discovery dispute, we affirm the district

court's ruling and direct the court to tailor a discovery order

that addresses the parties' objections.

                              BACKGROUND

                       The Underlying Lawsuit

            The coverage dispute now before us arose from a lawsuit

("Underlying   Lawsuit")   brought   against    Lionbridge,   a   company