involved in every aspect of their business he had primary responsibility for procure relations he worked closely and intimately with the top management of the of the plaintiffs in marketing their healthcare plaintiffs are seeking to have a trial the right to get to trial on their claim for injunctive relief the truth the district court's ruling did not addressed the correct standards to get to trial on these issues on the correct standard and with the opportunity to develop the evidence that will be necessary refresh my memory did you make a fifty six after class yes we get and that adversity in the context of showing substantial relationship between two successive relationships it's a standard which is a part of the law and it's contrary to the law of the circuit why california now you are going i believe the i think i understand the analysis both ways i think that the it would be an interesting question if hawaii were to say that it had a specific policy saying that it wanted to have a different interpretation of the substantial relationship rule then held by to attorneys successor representation cases and finally there's the denial of discovery taking these four issues in order first and easiest way of disposing of this appeal is to do so and say it was so completely unfair and inappropriate the dish the issue was imminent harm not the issue of whether harm it actually being hostile we decided numerous cases for entire analysis because later on as we look at the question of what the court considered to be the standard for success of representation and a substantial relationship the court is looking to see whether actual harm has occurred that that is not the interest of state when one is dealing with the ethical duties of an attorney it is the idea that you people lewd and prevents the disclosure of confidential information you don't have to show that it's happening as a but there's also there too but so getting back to goodman's question i don't want to divert him from his line of thought but but he really is you describe he's doing marketing he developed relationships he did other things for your company that are more management related and then classically attorney now that may not be attorney activities now it may be that we can't draw final line but on the other hand in protecting client confidence that we can go beyond the line of  other rule is you cannot bind an attorney you can't prevent then attorney from getting substance accepted employment you can't have a you cannot have you can't say you know by a law firm covenant not to compete or other covenant not to compete you can't stop a lawyer from going to another firm representing somewhere clients using the knowledge perhaps the lawyer is bound to keep confidences but you can't prevent the lawyer from from obtaining a job seems to be the way he governed hawaii now he knows people he knows you know the president of this company or this or that he knows people in the industry he he's able to  to trade secret or something like that or you picked up something in litigation that was an attorney client privilege there's no trade secret there's not all the seem like there's no privileged information it's the fact that now you know people you have an in with this one you have met the hawaii assuming there's a commission of industry or something of the commissioner of insurance so that's that's why we don't like about you mr meek is that you know people in hawaii that we introduced you to now you're trying to use that information to with your new employer your honor if that were the only information that had been educed just before i would think that that would be a signal can fail you're in the play disprove fortunately for my case that's not what the record well i guess you know it's very tough for us to analyze this case in the abstract i think you and i think that probably puzzled the district court too because this does resemble that sceptical suit we get here and usually it's an unsuccessful suit where somebody tries to protect a contact list you know you have some sales person who is was goes to work for a competitor and they say you have the list right and unless or some agreement that's in forcible under state law we usually say well that's not enough there's no common law right to protect a list of people here it seemed to be a relationship all of the major complaints and i grew just me and the way i read this the the argument seems to be this guy has you know this guy has such great contacts and why we've got a stock and from coming and contacts are not protected by the attorney of files in the general counsel's office which include all this you know so here's what we know in terms of how we structure your contract negotiations with these brokers use them things you better know about them here's the things that we're going to let you know in in those other files may very well not be subject to the attorney client privilege and in that area pompous but i strenuously assert that those other kinds of communications are now corporate strategy and in saying their attorney client communications because they're located in the general counsel's office you know that's just the next president's office then that then they wouldn't be but because we moved the files or because the files are located in the general counsel's office that automatically makes them attorney  will communicate certain kinds of things that are not considered privileged which might be its contactless but when top management is sitting with its general counsel and saying here's our long term strategy here's how we need to position these negotiations here's what you need to know about how we want to handle ongoing competition threats those are confidences that are being shared with general counsel and that hot management has every right to expect that they would be confident a reason this isn't the reason this is a tricky and difficult case is everything that you so far described in terms of what was communicated to the general counsel on using is protected by attorney client privilege could just as easily have been so long as broadly as you want i think it's going to be very difficult for anyone who has ever been a general counsel who has been in your words deeply and intimately involved in every aspect of this business as many general counsels are ever to seek any employment with any general counsel let's just take that because there are some out there so much so many people leaving jobs and going to paterson silicon valley what you're saying is if you if you take a job as the general counsel that's it you've got to move you've got to get out of the area you can't work in this industry circumstances under the evidently you put in front of the jackson now let's let me know yet let me go back to where he started on the damage question you're entitled to an injunction if there is an adequate remedy in the form of damages why don't you have a remedy what you're arguing is an anticipatory breach of fiduciary duty you're arguing that he's going to take this job and he's going to take some knowledge that he took from a contract that he executed half a decade cases you do not have to wait the danger is in putting the attorney in the position where the is the potential or temptation to use accomplices and the law is quite clear that when you find that situation we c it's in camera somewhere that how how these what confidence you're talking that you seem to me making a generic argument where we are because we look at this related list of representations the success of employment  let's take for example just give me let's give it a scale hypothetical example so you can help now with this let's say that let's say that once somebody leaves the company and shares the corporate strategy with another company say i want to take you in my conference and show you where i could be hurt so you can protect me that's the person who then is going over to the competitor that's not right it can now i'm not saying that there needs to be a blanket from plaintiff's reply brief which obviously we didn't have a chance to respond to quote appellants seek nothing beyond that that which any client has a right to expect this is in their conclusion that his former attorney will not accept adverse employment that is their position why do i read that quote and i'll come back to that hopefully at the end of my remarks i get where i want to go because understanding this case requires us to understand how we got to that quote it took us all this time of litigation it took all the motions that we had before judge alston to get to the point where it was revealed what we had been explaining to judge us and we understand plaintiff's to the urging which is one sure you leave employment as an attorney in house counsel although obviously this rule would apply the law firms as well and you've acquired information about a business and it's undisputed that mr meek was general counsel there's no dispute about that there were never was a dispute in the record about it once you've done that plaintiff's position is you can never seek employment with anybody who is a competitor whether directly or just in the same general field in this case in the insurance field and why unless you get the  employer now in this case we have information in the record that there was consent in fact it was plaintiff's chairman of the board and director who called then contacting this makes current employers and said you should hire him putting all that aside it took us a long time to get to that point when this case was first filed mr meek had been away from employment with plaintiffs since one nine hundred ninety nine in two thousand and two they filed their action they actually alleged in initial complaint that he had in fact done all of these bad things meaning to take an actual confidences and in fact disclosed them and used them to take business from the plaintiffs we then pursued discovery about that because we knew that wasn't true and we went through a series of motions where judge olson on more than one occasion ordered them to produce the information that it was that he had supposedly disclosed and to describe the matters that were issue rather than producing that information plaintiffs amended their complaint twice by the time we end up with the second amended complaint which is the complaint of issue and summary judgment motion they're no longer seeking any damages they've dismissed with prejudice all of their claims alleging fact done something wrong and we get to their for causes of action seeking injunctive relief to prevent him from seeking any employment in the state of hawaii in which he would have any contact with their brokers their customers or anybody in the insurance industry why is that significant because among other things the questions you've asked go to the standard that's applied here in the district court judge nelson got it right there were four causes of action in the complaint at issue two of those professional negligence as an independent standalone cause of action you have to establish damages same laws the same and why in california they conceded there were no actual damages so we moved to injunctive relief and got that standard right too she noted in a there material adversity and is there a substantial relationship between the two matters and i'll read the language of the why rule rational conduct rule one point nine a lawyer who is formally represented a client in a matter of shall not thereafter represent another person in the same or a substantially related matter in which that person's interests are materially adverse to the interests of the former client material adversity and substantial substantial relationship problem here is current employers that must be examined to see if they are substantially related matters not any single transaction list which make they have worked no court anywhere no standard anywhere has said that's the inquiry that you must make if it was as you rightly pointed out many of the lawyers practicing today as in house counsel or in law firms would be in violation of the breach in a breach of the rules of professional conduct i did a quick search of the bay area san francisco chronicle top one hundred companies and i made it through number twenty five coming up with just by their website bio's i think seven general counsels for wells fargo his prior position was vice president general i could go through the whole list but it's starting up bottom if their rule were to be applied once you acquired information about a company in a field in this case again it happens to be just hawaii you would be prevented from working in that field ever that's applied anywhere the rules of professional conduct and the statute itself talk about the same or substantially related matter and material adversity on material undisputed and the court properly noted that there is no information in the record and we sought discovery to have them produce information to tell us in which ways in which mr meek has competed directly or indirectly the court went so far as to make case third order ordering them to produce that information we put their responses in the record there is no material adversity there is no adversity judge wilson went farther and  plaintiffs that is relevant today we spent time the on going around and around getting multiple discovery orders for plaintiffs to compel them to identify that information they were compelled to do it on numerous occasions it's only when we get to the reply brief here that we see and i'll read you again appellants nothing beyond that which any client has a right to expect that his former attorney will not accept adverse employment  standard as we've talked about includes material adversity or as of say more substantially related matter in the briefs there's a lot of discussion about what is a substantially related matter the rules themselves provide a definition for substantial substantial when used in reference to that degree or extent denotes a material matter of clear and we call in your brief you know we read your brief so yes ron i submit to the court them that there is no matter which we are to investigate and to compare all of the cases from any jurisdictions no matter whether you go with the second circuit which is the highest standard or the other circuits that are lower there is no case law anywhere in which a  has analyzed what they're asking you to analyze simply employment versus other employment furthermore the on the issue of adversity the we went round and round only when we got to the summary judgment motion was that that plaintiff's conceded that no business it is information is that issue with that in this case none no trade secrets no business information of any kind it's only attorney client communications they claim they won't identify the problem with that is you only get to preserve and not disclose your attorney client communications in a motion to disqualify if you first establish that there is a matter  substantially related to a current matter they're putting the cart before the horse they want you to assume that there are communications that are relevant without disclosing what they are and then assume that they are substantially raid related simply because he was general counsel though on no particular matter that's relevant today and was relevant then that's not the standard they have to establish a substantial relationship there isn't a relationship that th identified for us other than his employment in general so with that i finish with a quick mention of rule fifty six f which you inquired about this is a case in which discovery had gone on long trial with stat summary judgment was for on june twelfth disclose of discovery was at the end of june there was no pending discovery for mr meek he had appeared for two full days of deposition answered all the discovery d the only outstanding issue and the only outstanding discovery at the time of summary judgment motion which by the way we had given them notice for eight months that we would be bringing at the earliest opportunity we then waited three month period from there was no pending discovery the pending discovery that they claim in on which they want to seek a continuance is a motion to compel filed with an arizona court about depositions that occurred in march and april that they sat on their hands for many months and they literally filed their motion to compel arizona court the day before the summary judgment hearing that motion wouldn't have even been heard until after the clo discovery in our case so this is beyond willful de lay and even if you put aside the willful delay there is no reason to believe that the discovery would have that the motion even if it were granted and we don't know the terms that it in put it in the record granted our motion in any case on was hired by the trustee in bankruptcy to take an interest in litigation where he had had some exposure to the matters previously and this court pointed out that whether that the real standard was whether the council was rely on complete speculation as what was out there through the related appeal the sixty b appeal you know exactly what the answer now would have been to the questions that we were denied the discovery such as what are your plans to compete we now know that the answer would have been we intend to open up a full competing business and mr meet will be going to our brokers and trying to soliciting them to get that brokerage and the entire book  business of the of the plane of companies i believe that that would have been extremely valuable discovery that would have built born on all of the issues of the case i think we have made the showing prior to it in one sense that will fifty six that is something of a red herring because the real test here yours unless you're going to overturn two gas cam'ron and the various cases all over the place would say you don't look to the competences you don't have to show what's in the c