be directed to an interested party and it's got to be in furtherance of the cold case that's met here with the district court lost sight of is that some of these people were sensitive active energies involved in the business relationship auditors accountant long go through a whole litany in fact what these other you know where people allegedly did wrong and why they shouldn't do business with him they also happen to attach the complaint that was filed if they have not attached the complaint or mention the lawsuit but simply say these are bad folks and here are four hundred facts about why they are bad folks and you shouldn't do business with them would there be parties so it's not joe schmoe it's and these are individuals that have an interesting relationship with the parties that are in battle in litigation that standard was met here because these letters as i said went accountants auditors lenders and look keeping us in the dark our business relationship has gone bad we need basic financial information accounting information and the letter is conveyed that requests for information and provide a lot of background copy a that peace council reflect the litigation i mean it's all in furtherance of the goal and if you look at the underlying link in studio action some of the claims went to directly the same issues the lack of transparency the lack of accountability for capital injections and expenses tax problems so that your court erred in looking at that not looking at this is pending litigation which makes it absolutely privilege but in connection with the letters related to prospective litigation the district court there the letters went to exactly who an attorney would communicate with if it's client's business partner was selling its assets out from under and that's what and i must believed and so it communicated with prospective lenders title insurance companies the prospective buyers and the listing agent to say hey it's heavily contested that a w can sell these properties out from under us that is the point of the lincoln studios litigation to protect and in essence interest in those properties and our rights are at stake this is not a circumstance where the v statements and there's no concrete dispute this is not a situation where you're just putting stuff out there but you aren't trying it to potential claims and imminent proposed litigation the standard is met here because in fact when an m s learned of the sale it brought suit against the new buyers now the district court accepted a argument that because not everyone with food somehow there's no prospective litigation privilege that's just contrary to california law and for good reason right i mean we have lawyers write these letters so that our clients don't have to go to litigation we tell interested third parties there is a dispute my client has a claim these are the harms my client will suffer to actually well why they were they were sort of vaguely conditional claims against the recipients of the letter and talked about the claims against the parties to the litigation but they really didn't make specific demands or else they were more like warnings so they were season desist letters what i call them i mean the case law kind of blends demand letters with cease and desist letters but they're a little different i mean the man letters if i say that i slipped and fall you only one hundred dollars a season this is if you're going to air for example a documentary about me that i haven't cleared out of my contract with one of the big cases in calif and a cease and desist letter would would would would would mean i've got a claim against you stop you're violating this wasn't even as authorization to sell we understand that our business partners going behind our back and trying to market and sell that with the letters didn't communicate counsel is that there was any ongoing claim or or even anticipated claim against these peripheral folks right you hadn't gotten there yet it was as i say why it why is it incorrect for me to think of those as warning letters a shot across the bow and that they are identifying concrete concerns and interests there's no i'm going to sue you overtly because of the point i here you're on notice and i've got these claims and interests against somebody else claims right against somebody else and if you facilitate that parties continue path to interfere with my rights in the property you're potentially going to be liable and i will pursue in good faith those claims and that's why the litigation privilege applies because you need to be able to advocate for your clients in circumstances with your when you are aware of third parties that may be interfering with their client's rights and then you advocates that issue with that case involved an ordinance which said per se any communications were going to corrective eviction would be outlawed and what the court said in looking at the ordinance is that goes too far because a litigation privilege is only going to apply to pre litigation education in good faith yes you do and i think the record shows that is an issue of fact if it's just looking at context it doesn't create a trial on the merits in order to determine litigation for liz in every case and there's here they are letters based on the undisputed circumstance in which they were sent the recipients their contents and the conduct of an a mass imminently filing litigation as soon as the transaction it was afraid of occurred are all factors that support application of the privilege where in all of this give me for interrupting were all the letters accompanied by a copy of the complaint most of them were and all of them were provided to opposing counsel so the answer of questions  o not everyone touched the complaint but every letter referenced the litigation some of them attached multiple pleadings in the action and some of them did not but it was very transparent were an active litigation and we believe we've got rights to these properties they're pursuing it in we think in a transaction involving you in violation of our rights and that's what the factors are aronsen says you don't have to sue directly in that instance there were a number of letters only five percent result of lawsuits because issue was good faith at the time the letter is set this is not baseless puffery sense and news organizations without any genuine intent to pursue a case like the dickinsons case but in this circumstance active action on behalf of the mess to pursue it rights when in fact this what they felt was an unauthorized sale went forward and so respectfully that's where the district court lost sight of the litigation privilege and how robust it is every aspect a little factual right i mean into apply the privilege you have to look at it in furtherance of the case you're going to be considering the conduct and you going to be considering it and the connection between it that's not going to convert this issue into something that requires more more than just a call on the law by the representing the respondents let me just start off by answering the question you asked earlier about whether all the letters attached the complaint no in fact one of the kilos of not the heel letter to east ill the broker did not attach complaint and merely for mostly threatened a claim against the still i i know that the court is thinking of this is a warning but when you hear someone say i will sue you for half a billion dollars it's more than just a warning it's a s threat and the evidence in this record is it was that threat and that threat alone which caused the interference and the slander applied so to be clear i mean i appreciate that i read letters but they don't purport to say we've got a claim against you recipient right there instead they're warning if you want to be a threat i can use the word threat but isn't that right they do any of them purport to indicate that they've got up a claim currently against any of the recipients no there there are threats that if you participate in any transaction with these people at all involved in these problems we will see you for half a day that's how i read them ok yeah it's a warning or a threat of a massive liability and for people who are receiving these it's a game changer if you're a title insurance company you get ten thousand dollars to participate in some transaction if you're even asked to be involved you're not going to get involved in that when you're going in and potentially lose half a billion dollars so that's just not going to happen in this record that's exactly what happened in mr flowers his declaration which is in the record he says that the litigation was irrelevant to the transaction the title insurance issue had decided to insure the title regardless of litigation because the contract authorized the sale in the j v agreement there's a specific section eight point one and the threatening letter and only the threat itself of half a billion dollars caused the title insured to stop participating but when you look at the other issue which is what did they carried out the some reference to what they did as soon as the t ransaction went through in fact they did not file suit against a single recipient of a single letter not one they only filed suit against the by are after the sale but they didn't bring the suit they had threatened they did not super interference the joint hollow threat and that is in fact one of the main reasons the trial court was correct and i think what the court down below made even a more kind of finding than he needed to because he found they were factual issues but if you look at the record a factual issue depends on evidence and know it mystical evidence was submitted by the appellant on the issue of a good faith a belief and intention in your claim and you intend to bring that claim none everyone knows the rules when you've been a slap motion you have to produce be privileged and part of it is this addiction notice which is not that's illegal letter that's just shot a scatter shot to everybody in this case even if you had mentioned the litigation every letter that wasn't the that the really the purpose of the letter and that was in the  did or conclusively established to be illegal conduct that puts it outside of the statute this is really not what the statute designed to prevent and this disaster is designed to perseverate to great atmosphere where people can feel free to participate in public forums that is a court or a legislature is not to protect illegal actions by people who are committing crimes and we have submitted evidence not just overwhelming evidence but un contradicted evidence that this was a forged document split other forgeries destroyed evidence related to those forgeries in attempt to commit mail fraud wire fraud and good old fashioned extortion that's what we're talking about here that's the conduct that is not intended to be protected and it flatly is not protected by the any slab statutes in california nor should it be that's the opposite of what we should be encouraging here and the statute does not say otherwise the other cases i would have you look at  to tell you one of the cause of the case where they sent letters to people who were potentially going to threaten publication of something but they scattershot it to anybody who might publish it they didn't actually bring any s that case it was a question whether you can just broadcast or allegations to everybody and the answer of that case was no you have to have some with sufficient interest in the litigation none of the people who received the letter had any interest in  and the ownership interest that they had in the joint venture would remain the same whether it's own property or cash from the sale or from or the presses so it wasn't really about property at all their claim was about ownership of the joint venture and she secondly the people who s declarations that doesn't include anyone on their side identified that it was not relevant to them that there was a pending lawsuit they were willing to go forward for the sale outside of it it was the threat and the writer of the half a billion dollars merely for stretch as if as the court held its motion to dismiss ruling to prevent the now response from being able to sell the properties and then being forced to sell it to the extorting party that was the purpose of these letters  all part and parcel of the trial court found there also relevant to the rico claim that was allowed to proceed these claims are additional claims but they're viable and not barred by the statute that we're talking about here for the reasons that we've address that you're allowed to look at this even if it's related to litigation that could be threatened and in that case i think they did bring unlawful detainer cases they said you can't just scattershot letters that are illegal and those were illegal and that statute that was the new statute in santa monica reminded again there was no one who said otherwise even in the judicial notice request that they submitted but that's not admissible yeah and the purpose in destroying the evidence and including the forgeries was to prevent them from either using  and then you buy a lawsuit so that's just not true with regards to who was sued and why the individuals who received the letters who did not then participate in what and m f believed was an on off i fail want food i mean said if circumstances no longer make litigation fruitful for your client you're not forced to bring a lawsuit you don't think is useful just to preserve your privilege should you only sue the print the new hire the new  and and a w and related actors and connection that's why i'm asking what related actors in connection with the new buyer transaction they have sensibly went and sort of by force to remove the i don't know which which entities pl it was the like that in here those peripheral numbers there was no financing a job yourself finance which of action there was no title insurance so there were no title insurance and it sounds like in the new litigation was against the buyer yes the seller and the individuals involved and what with an on off arise transaction from and m s s perspective be there because there was no lender there was no wonder sued because i'm just hearing identify the buyer and seller is that right and it's not a trick question i just want to make sure i'm not missing anybody that's right and related sort of agents on their behalf but no distinct agent in those two principal entities exactly thank you yes and the reason the individuals that receive the letters were sued because they weren't involved in the transaction and either were energies of the same type like a lender or a title insurance come so again what they're athlete to do is to eviscerate the privilege because a lawyer appoint consideration of the facts when the dust settles the legality is the subject of that there are a lot of accusations about intimate his conduct in connection with the underlying case but the letter themselves aren't forgeries aren't in their litigation no but it has to argument that the letters are show that there is a relationship to the litigation because these entities have an interest in the letter and that seems contradictory to what you just said to chris time in a transaction and then there are existing lenders auditor accountants ok so with respect to the existing lenders auditors and accountants your position is that they haven't proved not that the transactions were illegal to fall within four well what they're arguing is that the lotteries are are so unequivocal illegal that we don't meet the first song and what the court ts pleaded they were just about the letter and they have to be just about the letter because the supposed harm is just retired to the recipient of the letter right there saying this title insurance company wouldn't deal with me this prospective buyer would deal with me because you said there is an ongoing dispute about ownership and authorization that's not a thank you that's not that claim those claims that are at issue that should be stricken don't relate back don't involve any of the other controversies between the parties the rico claim kind of kitchen sinks all of it and yes it survives of all twelve but it's not enough to meet flatly because it's not uncontroverted it's not the status as a matter of law it just survived a pleading sounds by the way there was a pleadings challenge so clearly the criminality is not conceded as it was and flatly and some of the other cases that show how narrow that exception is here it's heavily disputed it was contested in th matter in connection with rule twelve motion practice and it was contested below it and more importantly the illegality have to be coterminous with the new claim in flatly what was illegal was the letter that gave rise to the cl cohen what was illegal was this fight over referral fees and a threat to bring a fraudulent claim to the state bar that was the basis of the claim there could terminus here the allegations of a galaxy have nothing to do with the letters themselves the letters are just notice letters saying where and after a dispute they say now that the properties had nothing to do with lincoln studios but if you look at the proposed judgment they wrote it after the court took conclude and find they could counsel we will take about a ten minute right