UNITED STATES COURT OF APPEALS FOR THE TENTH CIRCUIT

________________ _________________ BURBIDGE MITCHELL & GROSS, a general partnership, Plaintiff - Appellant/ Cross-Appellee,

v. PAUL H. PETERS, an individual, Defendant - Appellee/ Cross - Appellant, and TIMOTHY OLSON, an individual; KENNETH W. GRISWOLD, an individual; C AN D M PROPERTIES, LLC, a Utah limited liability company; HIGH MOUNTAIN PARTNERS, a Utah limited liability company; JJRRNL TRUST 1998; DOES 1 - 10, Defendants - Appellees. Nos. 14-4066 & 14-4080 (D.C. No. 2:11-CV-00640-DB) (D. Utah)

________________ _________________ ORDER AND JUDGMENT *

________________ _________________

* After examining the briefs and appellate record, th is panel has determined unanimously that oral argument would not ma terially assist in the determination of this appeal. See Fed. R. App. P. 34(a)(2); 10th Cir. R. 34.1(G). The case is therefore ordered submitted without oral argument. This order and judgment is not binding precedent, except under the doctr ines of law of the case, res judicata, and collateral estoppel. It may be cite d, however, for its persuasi ve value consistent with Fed. R. App. P. 32.1 and 10th Cir. R. 32.1. FILED United States Court of Appeals Tenth Circuit 

### August 17, 2015
Elisabeth A. Shumaker Clerk of Court2 Before HOLMES , BACHARACH , and MORITZ , Circuit Judges.

________________ _________________ This diversity case involve s the tort of wrongful use of civil proceedings. The case was filed by the Utah law firm of Burbidge, Mitchell & Gross (BMG) against former client C&M Properties, LLC (C &M), which had sued BMG for legal malpractice. 1 BMG also named as defendants C& M’s manager, certain current and former members of C&M, thei r counsel and related entities. The federal district court granted summary judgment motions filed by the defendants, and BMG now appeals. The di strict court also sanctioned two of the defendants under Fed. R. Civ. P. 11. On e of the sanctioned defendants, Paul H. Peters, cross-appeals. Exercising jurisdicti on under 28 U.S.C. § 1291, we affirm the district court’s orders in th e appeal and the cross-appeal.
I. W RONGFUL U SE OF C IVIL P ROCEEDINGS A. Background As this court has previous ly observed, this case is “an already overlong and overly complex matter.” In re C&M Props., L.L.C. (C&M Props., L.L.C. v. Burbidge) , 563 F.3d 1156, 1168 (10t h Cir. 2009). To avoid making it even more so, we recount only those facts necessary to the resolution of the instant appeal and cross-appeal.

1 “Prior to 2006, BMG was known as Bu rbidge and Mitchell.” Aplt. App., Vol. I at 46. Although much of this case occurred while th e firm operated as Burbidge and Mitchell, we refer to the firm throughout this or der and judgment as BMG for simplicity’s sake.3 C&M was formed in June 1997 for the purpose of developing real property. Its initial members included Raymond Klei n, Robert Sacks, Kenneth Griswold, and later, Griswold’s company, Wolf Mo untain Resorts, L.C. Klein was C&M’s day-to-day manager. Paul Peters se rved as counsel to Wolf Mountain. In 1998, C&M learned of an opportunity to acquire a parcel of real property known as the “Weight Parcel.” When th e members of C&M discovered that one of their own, Sacks, had arranged to buy th e parcel for himself, Klein hired BMG, which had represented Klein in a prior matter known as the Keyvani Action. Eventually, the Weight Parcel matter was settled, with C&M obtaining an option to buy part of the parcel and agreeing to buy out Sacks’ interest in C&M. To fund Sacks’ removal, C&M found an investor, Timothy Olson. In September 1999, Olson boug ht into C&M through his company, High Mountain Partners, LLC, which he managed as trus tee of the JJRRNL Trust 1998. Following an amendment to C&M’s operating agreemen t, the membership interests in C&M were as follows: Klein (32.5%); Wolf Mo untain (32.5%); High Mountain (25%); and John Shirley (10%). Over the ensuing months, various dis putes arose among the members and/or their attorneys. For inst ance, represented by BMG, C& M sued Peters and Wolf Mountain, claiming that Pete rs had fraudulently altered the size of a C&M easement to benefit a company he controlled. Addi tionally, BMG “helped Klein draft a letter,” Aplt. App., Vol. III at 800, threatening to “deny Mr. Gr iswold any rights to manage [C&M], and any rights as a member,” id. , Vol. I at 205-06. Still yet another dispute4 resulted in litigation pursued by BMG on behalf of C&M against Wolf Mountain, Griswold, and Peters, accusing them of interfe ring with attempts to develop and sell C&M’s real property. By April 2001, C&M was in financial dist ress and its member s were divided. In particular, Klein recommended to Ols on and Shirley that they “meet with the attorneys and finish a plan that does as much damage to . . . Wolf [Mountain] as possible.” Aplee. Suppl. App., Vol. V at 1225. In turn, Olson expressed his dissatisfaction with Klein’s management of C&M over “the past 18 months” and with “continu[ing] to be the source for all [of C& M’s] cash needs.” Aplt. App., Vol. IV
at 1080. Near the end of July 2001, Olson met w ith Peters and discussed the appearance that BMG’s loyalty was divided between Klein and C&M. They also discussed obtaining “disinterested impartial counsel [for C&M]” and removing Klein as a C&M
manager. Id. , Vol. III at 968. On September 5, 2001, BMG withdr ew as C&M’s counsel when Olson declined to further fund C&M’ s litigation costs. Several days later, Olson called a meeting of the members to consider, am ong other things, “claims the Company may have against attorneys, members and manage rs,” Aplee. Suppl. App., Vol. V at 1255. Klein forwarded the meeting’s agenda to BMG, retrieved numerous documents from C&M’s files held by BMG, and prohib ited BMG from releasing any C&M files without his authorization.5 On October 30, 2001, Olson and Gris wold (through High Mountain and Wolf Mountain, respectively) utilized their combin ed majority member ship interests in C&M to remove Klein as a manager, ci ting, among other things, his failure to disclose that “Richard Burbid ge and Jefferson Gross . . . are his attorneys in direct conflict of interest of [C&M]. ” Aplt. App., Vol. I at 2 90. Olson also initiated a complaint with the Utah State Bar, claiming that BMG “used their position as [C&M’s] lawyers to benefit Mr. Klein pe rsonally.” Aplee. Suppl. App., Vol. V at 1350. In December 2001, C&M filed for bankrupt cy protection. C&M’s bankruptcy plan was approved and becam e effective in October 2002, resulting in High Mountain becoming the sole member of C&M a nd Olson becoming the sole manager. In January 2003, C&M sued BMG for lega l malpractice in Ut ah state court. C&M alleged that BMG had (1) breached it s fiduciary duties to C&M by failing to disclose its prior and continuing representa tion of Klein; and (2 ) negligently advised C&M “to unilaterally cancel and disregard the ownership equity and management interests of Wolf Moun tain.” Aplt. App., Vol. I at 64, 69. C&M further alleged that if it had known of BMG’s “conflict of interest and divided loyalty,” it would not have followed the “ruinous advice and methods of [BMG].” Id. at 65. BMG immediately removed the malpract ice case to the federal bankruptcy court and moved for dismissal. In July 2003, a bankruptcy judge construed the motion as seeking summary judgment, and, in the course of denying it, found that “[p]rior to and during C&M’s representa tion by [BMG], Klein was separately and6 personally represented by [BMG].” Id. , Vol. II at 430. A six-year odyssey through the federal courts ensued. Finally, in 2009 , this court placed th e matter firmly back in the state court, see In re C&M Props. , 563 F.3d at 1167-68, where BMG obtained summary judgment in April 2011. With its victory in hand, BMG then su ed Olson, Griswold, Peters, C&M, High Mountain, and the JJRRNL Trust in Utah state court for “i nitiating and pursuing” the legal malpractice case. Aplt . App., Vol. I at 53. BMG’ s complaint contained three causes of action: (1) wrongf ul use of civil proceedings ; (2) civil conspiracy; and (3) aiding and abetting. The defendants re moved the case to fe deral court based on diversity jurisdiction and they moved for summary judgment. The district court granted the defendants’ moti ons, finding “that C&M had fact s sufficient to justify its belief that BMG had breached the fiduciary duties owed to C&M and to reasonably believe that it could potentially convince a judge or jury to rule in its favor.” Id. , Vol. VII at 2415. Additional background for the cross-app eal, which involves Rule 11 sanctions against Peters, will be pr ovided below in Part II. B. Standards of Review “We review the district court’s summ ary judgment order de novo, and apply the same legal standards as the district court.” Doe v. City of Albuquerque , 667 F.3d 1111, 1122 (10th Cir. 2012). “The court shall grant summary judgment if the movant shows that there is no genuine dispute as to any material fact and the movant is entitled to judgment as a matter of law.” Fed. R. Civ. P. 56(a). “When applying this7 standard, we view the eviden ce and draw reasonable inferen ces therefrom in the light most favorable to th e nonmoving party.” Doe , 667 F.3d at 1122 (internal quotation marks omitted). Nevertheless, “[a] pa rty opposing a properly supported motion for summary judgment may not rest upon the mere allegations or deni als of his pleading, but must set forth specific fa cts showing that there is a genuine issue for trial.” Schneider v. City of Grand Junction Police Dep’t , 717 F.3d 760, 767 (10th Cir. 2013) (internal quotation marks omitted). C. Discussion Because the tort of wrongf ul use of civil proceedings has the potential to deter litigants from pursuing potentially valid suits, it is disfavored. Anderson Dev. Co., L.C. v. Tobias , 116 P.3d 323, 339 (Utah 2005). C onsequently, a plaintiff advancing that tort must show not only a favorable te rmination of the prio r proceedings (except when they are ex parte), but also that those proceedings were initiated (1) without probable cause; and (2) “primarily for a purpose other than that of securing the proper adjudication of the claim.” Id. at 340-41 (internal quotation marks omitted). Like the district court, we resolve th e instant case on the element of probable cause, which in this context means a reasonable belief “in the existence of the facts upon which the claim is based” and a corre ct or reasonable belief “that under those facts the claim may be valid under the applicable law.” Gilbert v. Ince , 981 P.2d 841, 845-46 (Utah 1999) (int ernal quotation marks omitted) . This is not a demanding requirement, as “[p]robable cause to institu te civil proceedings requires no more than a reasonable belief that there is a chance that a claim may be held valid upon8 adjudication.” Prof’l Real Estate In v’rs, Inc. v. Columbia Pictures Indus., Inc. , 508 U.S. 49, 62-63 (1993) (emphasis added) (brackets and internal quotation marks omitted). In this case, the defendants identified ample evidence that could have given rise to a reasonable belief that BMG br eached its fiduciary duties to C&M by representing Klein and/or favoring his in terests, leading u ltimately to C&M’s bankruptcy: 2 • BMG represented Klein, both before and after C&M’s formation, in the Keyvani action, wh ich involved allega tions that Klein had usurped a real estate opportunity brought to him. Although the Keyvani action settled shortly after C& M’s June 1997 formation, as late as June 1999, BMG had created a “New Client (Matter) Clearance Report” in a matter designated as “Ray Klein v. Wolf Mountain.” Aplee. Suppl. App., Vol. V at 1155. The report also prominently noted that BMG attorneys Burbidge and Gross had “[p]ossible [c]onflicts” with the new case. Id

. 3

2 To the extent BMG suggests that we are confined in our summary judgment analysis to only the evidence “considered in the district court’s written decision,” Aplt. Reply Br. at 21, it is well establ ished that “[w]e may affirm on any basis supported by the record, even though not relied on by the district court,” McCarty v. Gilchrist , 646 F.3d 1281, 1285 (10t h Cir. 2011) (internal quotation marks omitted).

3 BMG argues in its reply brief that “[ t]here is no evidence that Olson had possession of the new client memo before C&M filed the malpractice action” in 2003 and that “[i]f the new client memo was not reviewed before th e malpractice action was filed, it could not ha ve provided Olson probable cause for the malpractice action.” Aplt. Reply Br. at 28. The l ogic of BMG’s argument is clear, but BMG offers nothing but speculation in its reply br ief that the memo was not part of the documents possessed by Olson before the malpr actice action began. Speculation is insufficient to defeat summary judgment. Bones v. Honeywell Int’l, Inc. , 366 F.3d 869, 875 (10th Cir. 2004)

.9 • BMG authored correspondence suggesting it was representing Klein’s interests rather than C&M’ s interests in the Weight Parcel matter. See Aplt. App., Vol. I at 195 (“[W]e have been retained by . . . Klein to protect and pursue his inte rests respecting C&M . . . .”). And BMG consistently pursued litiga tion against C&M member Wolf Mountain and helped Klein thre aten Griswold concerning C&M membership rights. • As relationships among the C& M members further deteriorated in the fall of 2001, Klein warned BMG that C&M’s members were meeting to discuss “clai ms the Company may have against attorneys, members and managers,” Aplee. Supp l. App., Vol. V at 1255. Not long afterward, BMG allowed Klein to re trieve “numerous documents” from C&M’s files,” ROA, Vol. V at 1556; see also Aplee. Supp. App., Vol. XI at 2994 (showing 12,498 pages were removed by Klein), and BMG complied with Klein’s dir ective to refuse the re lease of C&M files to anyone else without his authorization. • And in the bankruptcy court, after BMG’s removal of the malpractice case, the judge found that BMG had concurrently represented Klein and C&M. BMG argues, however, that a rational ju ry would find that the defendants lacked probable cause because they “pursu ed the malpractice ac tion for unjustified reasons.” Aplt. Opening Br. at 34. BMG claims the malp ractice action wa s in reality (1) retaliation against BMG fo r suing Griswold and Peters, and (2) “for Olson[ ] to secure Peters and Griswold’s assent to C&M’s bankruptcy settlement.” Id. at 35. But we are not concerned here with whet her the legal malpract ice action was brought for an improper purpose—the second elem ent of the wrongful-use-of-civilproceedings tort. Rather, our focus is on the first elemen t, probable cause, which requires an assessment of the reasonableness of the defendants’ be liefs in the factual and legal bases for a malpractice action.10 In regard to that assessment, BMG o ffers numerous arguments—none of which are persuasive. First, BMG contends Olson knew that BM G had represented Klein in the Keyvani Action because Klein disclosed that fact when Olson was considering buying into C&M. But the evidence BM G cites for that purported disclosure— Klein’s deposition—is not suppor tive. Specifically, Klein test ified that he told Olson that BMG had represented him in a prior transaction, but Klein could not recall explaining “what the nature of the repres entation was.” Aplt. App., Vol. III at 940-
41. Next, BMG claims the evidence suffic iently demonstrates there was no concurrent representation of Klein and C&M regarding the Weight Parcel. BMG asserts that it “represe nted that it was acting for the pr otection of C&M’s interest in the Weight Parcel opportunity, not Klein’s. ” Aplt. Opening Br. at 42. The record paints a different picture, however. In its February 1999 correspondence to Sacks, BMG states: “[W]e have been retained by Raymond O. Klein to protect and pursue his interests respecting C&M.” Aplt. A pp., Vol. I at 195 (emphasis added). BMG further contends that even if th e defendants reasonably believed there was concurrent representation, “it was not reasonable for [them] to believe that a conflict of interest arose. ” Aplt. Opening Br. at 42. BMG again incorrectly characterizes the eviden ce as showing that “BMG consiste ntly represented that it was acting for Klein on behalf of C&M’s interests.” Id. at 43 (emphasis added). As we have already pointed out, BMG’s February 1999 correspondence states that it was representing Klein’s own interests. And to the ex tent that BMG contends Klein’s11 interests were consistent with C&M’s intere sts, the contention is wholly conclusory. See Nahno-Lopez v. Houser , 625 F.3d 1279, 1285 (10th Cir. 2010) (“Conclusory legal statements cannot precl ude summary judgment.”). BMG claims “Olson testified that C&M had no evidence that BMG had committed any malpractice.” Aplt. Opening Br. at 49. In suppor t of that significant claim, BMG directs our attention to eighty-f our pages of the record. We decline to scour this portion of an al ready enormous record for evidence in opposition to summary judgment. See Roska ex rel. Roska v. Peterson , 328 F.3d 1230, 1246 n.13 (10th Cir. 2003). What we have uncovered, however, with just a cursory review of this portion of the record, is testimony from Olson that ma lpractice was suspected at least as early as December 2001, and that the suspicio n gained traction during the final stages of the bankruptcy proceedi ng in 2002 when C&M obtained documents “relating to [BMG’s] representation of C& M.” Aplt. App., Vol. V at 1717. Thus, contrary to BMG’s assertion, Olson has not admitted the malpractice action had no evidentiary support. BMG next argues it was error for the di strict court to derive probable cause from BMG’s billing statements and Olson’s consultations with attorneys about suing BMG. We need not decide, however, whet her the district court erred in these12 respects, as we review the district court’s summary judg ement order de novo and we are not considering either type of ev idence as demonstrating probable cause. 4 BMG also argues that the bankruptc y court’s finding of concurrent representation cannot be used to show pr obable cause because the finding was made six months after C&M filed the legal malp ractice case. The finding is relevant, however, because BMG sued the defendants not just for initiatin g the malpractice case, but also for the “conti nued prosecution of the Malpra ctice Action.” Aplt. App., Vol. I at 53. Finally, BMG argues that even if Olson had probable cause for C&M’s lawsuit, Peters and Griswold did not. To prevail on this argument, BMG would have to overcome two hurdles. First, BMG would have to show that Peters and Griswold “active[ly] part[icipated] in” C&M’s lawsuit, see Gilbert , 981 P.2d at 845 (internal

4 We note, however, that while “advice of counsel is a protection[,] even though it consists merely of an opinion that the facts so known or believed afford a chance . . . that the claim asserted in the civil pr oceedings may be upheld,” Restatement (Second) of Torts, § 675, cm t. g (1977), the defe nse was not pled by Olson. Although Griswold pled the defe nse, he provides scant argument to support its invocation. We generally do not consid er “issues adverted to in a perfunctory manner, unaccompanied by some effort at developed argumentation.” Murrell v. Shalala , 43 F.3d 1388, 1390 n.2 (10th Cir. 1994) . Peters likewise pled the defense, but he does not adequately address BMG’s contention th at he could not simultaneously claim that he relied on th e advice of counsel and then invoke the attorney-client privilege to prevent discovery of the subs tance of counsel’s advice. See Seneca Ins. Co. v. W. Claims, Inc. , 774 F.3d 1272, 1277-78 (10th Cir. 2014) (“[A]llowing [a defendant] to rely on ‘advice of counsel ’ . . . while excluding the contents of that advice would violat e the well-established principle that attorney-client communications cannot be used both as a sword and a shield.” (internal quotation marks omitted)). Conse quently, our decision as to probable cause does not rest on the advice-of-counsel defense.13 quotation marks omitted), despite the fa ct that Wolf Mountain (which was represented by Peters and run by Griswo ld) was no longer a C&M member when the malpractice suit was filed. Second, BMG would have to show that Peters and Griswold were unaware of the evidence whic h supports the reasona bleness of Olson’s decision to sue. Even if we assume BMG could clear the first hurdle by showing Peters and Griswold had, as BMG maintains, an agre ement with Olson to sue in exchange for cooperation in bankruptcy or some mutually beneficial financ ial arrangement, BMG has not overcome the second hurdle. Spec ifically, BMG has not identified evidence that would raise a genuine issue of materi al fact concerning th e reasonableness of Peters’ and Griswold’s belief in the legitimacy of a malp ractice action against BMG. In other words, BMG has shown no meaningf ul basis on which to view the probable cause evidence in this case as applying to only Olso n. Instead, BMG posits that C&M’s lawsuit was “a pretext fo r Peters[’] and Griswold’s tr ue retaliatory motives.” Aplt. Opening Br. at 57. But as we stated earlier, our concern here is not whether the lawsuit was brought for an improper purpose. We conclude that no reasonable jury could have found that C&M’s lawsuit was unsupported by probable cau se. Consequently, the di strict court properly granted the defendants’ mo tions for summary judgment. 5

5 BMG’s conspiracy and aiding/abetting causes of action fail without a valid underlying tort. See Estrada v. Mendoza , 275 P.3d 1024, 1029 (Utah Ct. App. 2012) (continued)14 II. R ULE 11 S ANCTIONS A. Background Soon after BMG’s wrongful-use-of-civ il-proceedings action was removed to federal court, Griswold move d to compel arbitration u nder “the written arbitration clause in the agreement pur suant to which [BMG] was e ngaged as counsel” in 1999. Aplee. Suppl. App., Vol. I at 47. Griswold stated that while he did not have “a copy of the Engagement Agreement,” he understo od that it “contained an arbitration provision.” Id. at 50-51. Peters, who was proceed ing pro se, submit ted a declaration stating that he was “informed that the Engagement Agreement included a standard form arbitration clause,” id. at 58, and he joined in Griswold’s motion. In August 2011, BMG’s counsel notified Griswold and Peters by letter that BMG would file a Rule 11 sanctions motion if they did not withdraw the motion to compel arbitration. BMG’s counsel explai ned that “[t]he evidence is clear that [BMG] did not enter into a written e ngagement agreement with [C&M].” Id. at 130. Enclosed with the notificat ion letter was the Rule 11 motion, but there was no “supporting memorandum or exhibits.” BMG’ s Response to Cross-Appeal at 56. Thirty-five days later, on September 7, 2011, BMG filed its Rule 11 motion along with a supporting memorandum, which cite d declarations from Klein, Gross, and Burbidge. In November, Peters withdr ew his joinder in th e motion to compel arbitration, explaining that he had “recently discovered evidence from which (civil conspiracy); Restatement (Second) of Torts § 876(b) (1979) (aiding and abetting).15 compulsory counter and cross claims wi ll involve parties and subject matter not encompassed by the current[ ] pa rt[ies’] rights to arbitrati on.” Aplee. Suppl. App., Vol. II at 556. After a hearing, the district court gr anted BMG’s Rule 11 motion, concluding “that the evidentiary suppor t [for the motion to compel arbitration and the joinder therein] was insufficient.” Id. , Vol. III at 646. The court explained: I don’t know if there was an engageme nt agreement and it contained an arbitration provision. . . . I just know there is not enough evidentiary support to say that there was one.

. . . I do have enough to say that an insufficient reasonable inquiry was made, that the evidentiary supp ort was insufficient to support the factual contentions, nor did anyone attemp t to say that it is likely if we could go into discovery, that it is likely that then we will have evidentiary support after this re asonable opportunity for further investigation. Id. at 645-46. Accordingly, the district co urt sanctioned Griswold and Peters the sum of $33,622.86, “payable in equal parts by (1 ) Mr. Griswold and his attorney; and (2)
Mr. Peters.” Id. , Vol. IV at 987. B. Standards of Review We review the district court’s impositi on of Rule 11 sancti ons for abuse of discretion. Cooter & Gell v. Hartmarx Corp. , 496 U.S. 384, 405 (1990). “A district court would necessarily abuse its discretion if it based its ruling on an erroneous view of the law or on a clearly erroneous assessment of the evidence.” Id.16 C. Discussion Peters first argues that he withdrew his joinder in the motion to compel within Rule 11’s twenty-one-day safe-harbor period. See Fed. R. Civ. P. 11(c)(2) (providing that a sanctions motion “must not be file d or be presented to the court if the challenged paper . . . is wit hdrawn . . . within 21 days after service”). But BMG served Peters with a copy of the sanctions motion in August 20 11, and he did not withdraw his joinder until November—f ar outside the sa fe-harbor period. Nevertheless, Peters argues that the sa fe-harbor period did not begin to run until BMG served the memorandum and declar ations it ultimate ly relied on to support the sanctions motion. He seems to rely on local court rules requiring that motions have supporting memoranda. From this requirement, he deduces that a Rule 11 motion lacking such a memorandum is not complete and cannot trigger the safe-harbor period. Peters’ logic is not persuasive. Rule 11 discusses the sa fe-harbor provision only in terms of “[t]he motion.” See Fed. R. Civ. P. 11( c)(2). The advisory committee notes to the rule do so as well, explaining that “the ‘safe harbor’ period beings to run only upon service of the motion .” Id. advisory committee’s note to 1993 amendment (emphasis added). “The draf ters of the rule su rely understood th[e] distinction [between a motion and suppor ting memoranda] when crafting the safe harbor requirement.” Star Mark Mgmt., Inc. v. Koon Chun Hing Kee Soy & Sauce Factory, Ltd. , 682 F.3d 170, 176 (2d Cir. 2012) (p er curiam). We thus join the Second Circuit in declining “to read into th e rule a requirement that a motion served17 for purposes of the safe harbor period mu st include supporting papers such as a memorandum of law and exhibits.” Id. We caution, however, that the motion must provide su fficient “notice [of the claimed sanctionable conduct] for the protection of the pa rty accused of sanctionable behavior.” Roth v. Green , 466 F.3d 1179, 1192 (10th Cir. 2006) (internal quotation marks omitted) . We agree with the district court that BM G provided “enough evidentiary support or factual detail or reasoning to put [Griswold and Peters] on notice” of the conduct claimed to be sancti onable—i.e., moving to compel arbitration in the absence of an agreemen t to arbitrate. Aplee. Su ppl. App., Vol. III at 643. Specifically, BMG’s sanctions motion warn ed: (1) there was no “copy of any written engagement agreement containing an agr eement to arbitrate”; (2) C&M’s former manager, Raymond Klein, “ does not know of any written engagement agreement”; (3) BMG partners Burbidge and Gross “testifi ed . . . in their depo sitions taken in the underlying litigation in May 2010 [that th ey were unaware of any written engagement agreement]”; and (4) after BMG had deliv ered “14 boxes of documents” to C&M’s bankruptcy counsel, Peters “had not found a retainer agr eement” and was told during a C&M meeting that “no member had any knowledge of [such an agreement].” Id. , Vol. I at 115-16. This information was su fficient to trigger Rule 11’s safe-harbor period. Peters next challenges the district cour t’s finding that th ere was insufficient evidentiary support for the ex istence of an engagement agreement containing an arbitration clause. He main tains that the district cour t rendered that finding without18 considering a “secret audio recording[ ]” from 2001 in which Klein tells another C&M member, “There is a conflict disclaim er that we all si gned.” Cross-Aplt. Opening Br. at 54, 55. But Peters does not provide any explan ation why we should overlook the general rule that this court does not consider matters not raised below. See Richison v. Ernest Grp., Inc. , 634 F.3d 1123, 1128 (10th Cir. 2011) (stating that if a “theory simply wasn’t raised before the district court, we usually hold it forfeited”). And even if he did, we fail to see how the exis tence of a conflict disclaimer (shown by hearsay) has any b earing on the existence of an engagement agreement containing an arbitration clause. Peters also contests the district court’s finding that he failed to conduct a reasonable inquiry before joining the motion to compel arbitration. He asserts that he reviewed “thousands of page s of documents and depositi on transcripts,” Cross-Aplt. Opening Br. at 57, and learned of an arbi tration clause in C&M’s internal operating agreement among its members and in a letter from Gross stating that BMG “did not enter into a separate written enga gement agreement” with C&M, id. at 59 (emphasis omitted). But this in formation does not at all suggest the existence of an engagement agreement containing an arbitration clause. Finally, Peters argues that the distri ct court abused its discretion by not allowing discovery or conducting a trial on the existence of the engagement agreement. We disagree. There is no requi rement in Rule 11 for a sanctions trial. Indeed, the Rule 11 advisory committee explains that to minimize “the cost of satellite litigation over the imposition of sanc tions, the [district] court must to the19 extent possible limit the scope of sanction proceedings to the record.” Fed. R. Civ. P. 11 advisory committee’s note to 1983 ame ndment. And even for pre-sanctions discovery, the committee indicates it should be contemplated “only in extraordinary circumstances,” id. , which Peters has not identified. 6
III. C ONCLUSION The judgment of the district court is affirmed. BMG’s motion to file a supplemental appendix is granted.

Entered for the Court

Jerome A. Holmes Circuit Judge

6 To the extent Peters ch allenges the district court’ s order denying the motion to compel arbitration, he la cks standing, as he withdrew his joinder in that motion.