L.A. Cnty. Bd. of Supervisors v. Superior Court of L.A. Cnty.

of invoices for work in pending and active legal matters.

O

n July 1, 2013, following several publicized inquiries into allegations of excessive force against inmates housed in the Los Angeles County jail system, the ACLU of Southern California and Eric Preven (collectively, the ACLU) submitted a PRA request to the Los Angeles County Board of Supervisors and the Office of the Los Angeles County Counsel (collectively, the County). The request sought "invoices" specifying the amounts that the County had been billed by any law firm in connection with nine different lawsuits alleging excessive force against jail inmates.

In a letter dated July 26, 2013, the County agreed to produce copies of the requested invoices related to three such lawsuits that were no longer pending, with attorney-client privileged and work product information redacted. The

Costco Wholesale Corp. v. Superior Court (2009) 47 Cal.4th 725 , 101 Cal.Rptr.3d 758 , 219 P.3d 736 ( Costco ), the appellate court concluded that "the proper focus in the privilege inquiry is not whether the communication contains an attorney's opinion or advice, but whether the relationship is one of attorney-client and whether the

Evidence Code section 950 et seq., enacted in 1965. (See Evid. Code, div. 8, ch.4, art. 3 ["Lawyer-client Privilege"].) This privilege no doubt holds a special place in the law of our state. (See Mitchell v. Superior Court (1984) 37 Cal.3d 591 , 599, 208 Cal.Rptr. 886 , 691 P.2d 642 ( Mitchell ) ["The attorney-client privilege has been a hallmark of Anglo-American jurisprudence for almost 400 years."].) And for good reason: its "fundamental purpose ... is to safeguard the confidential relationship between clients and their attorneys so as to promote full and frank discussion of the facts and tactics surrounding individual legal matters." ( Ibid. ["the public policy fostered by the privilege seeks to insure 'the right of every person to freely and fully confer and confide in one having knowledge of the law, and skilled in its practice, in order that the former may have adequate advice and a proper defense' "].)

To this end, Evidence Code section 954 confers a privilege on the client "to refuse to disclose, and to prevent another from disclosing, a confidential communication between client and lawyer." A "confidential communication," moreover, is defined as "information transmitted between a client and his or her lawyer in the course of that relationship and in confidence by a means which, so far as the client is aware, discloses the information to no third persons other than those who are present to further the interest of the client in the consultation or those to whom disclosure is reasonably necessary for the transmission of the information or the accomplishment of the purpose for

The ACLU says no. Merely sending invoices to a client, the ACLU contends, does not always "further the purpose of legal representation." Rather, invoices are meant to help a service provider secure payment for services rendered. The mere fact that an attorney chose to transmit his or her invoices in confidence is of no moment, according to

( Ibid. italics added.) A similar focus is plain in related definitions of the Evidence Code. For example, the statute defines "client" as someone who "consults a lawyer for the purpose of retaining the lawyer or securing legal service or advice from him in his professional capacity." ( Id. , § 951.) And a "confidential communication between client and lawyer," according to the statute, "includes a legal opinion formed and the advice given by the lawyer in the course of that relationship." ( Id. , § 952.) These references cut against an understanding of the privilege in this context as encompassing every conceivable communication a client and attorney share, and instead link the privilege to communications that bear some relationship to the provision of legal consultation.

Invoices for legal services are generally not communicated for the purpose of legal consultation. Rather, they are communicated for the purpose of billing the client and, to the extent they have no other purpose or

evokes an arm's-length transaction between parties in the market for professional services more than it does the diligent but discreet conveyance of facts and advice that epitomizes the bond between lawyer and client. An organization may strongly oppose, and sternly resist, public disclosure of its legal bills, just as a business adviser or public relations consultant might do the same. But the extent of this resistance does not dictate the scope of the attorney-client privilege.

What Costco also reaffirmed is the longstanding principle that "a client cannot protect unprivileged information from discovery by transmitting it to an attorney," though we noted that this "concern [was] not present here." ( Costco , supra , 47 Cal.4th at p. 735, 101 Cal.Rptr.3d 758 , 219 P.3d 736 ; see also Greyhound Corp. v. Superior Court (1961) 56 Cal.2d 355 , 397, 15 Cal.Rptr. 90 , 364 P.2d 266 [" 'Knowledge which is not otherwise privileged does not become so merely by being communicated to an attorney.' "].) Costco thus recognized that not all communications between attorney and client become privileged solely by virtue of the mode of communication (confidential versus not). And though Costco made this point with regard to information sent from client to attorney, we see no reason why the reverse situation would require a different rule. After all, a lawyer may well send a government client an e-mail that has nothing to do with legal advice. For example, a lawyer might e-mail details about a firm's efforts to move to a newly constructed office building or host a political fundraiser. Even if these communications are confidential (as would be true for any e-mail communication), they are not made for the

the privilege solely to those communications between the lawyer and the client that are made for the purpose of seeking or delivering the lawyer's legal advice or representation." ( Costco , 47 Cal.4th at p. 743, 101 Cal.Rptr.3d 758 , 219 P.3d 736 (conc. opn. of George, C.J.).) While Chief Justice George's views are expressed in a concurring opinion, the opinion emphasizes a crucial distinction that is relevant here, between the opinion letter at issue in that case and the invoices at issue here. Unlike an opinion letter, a billing invoice is not "made for the purpose of the legal representation." ( Id. at p. 742, 101 Cal.Rptr.3d 758 , 219 P.3d 736 .)

But while billing invoices are generally not "made for the purpose of legal representation," the information contained within certain invoices may be within the scope of the privilege. To the extent that billing information is conveyed "for the purpose of legal representation"-perhaps to inform the client of the nature or amount of work occurring in connection with a pending legal issue-such information lies in the heartland of the attorney-client privilege. And even if the information is more general, such as aggregate figures describing the total amount spent on continuing litigation during a given quarter or year, it may come close enough to this heartland to threaten the confidentiality of information directly relevant to the attorney's distinctive professional role. The attorney-client privilege protects the confidentiality of information in both those categories, even if the information happens to be transmitted in a document that is not itself categorically privileged. When a legal matter remains pending and active, the privilege encompasses everything in an invoice, including the amount of aggregate fees. This is because, even though the amount of money paid for legal services is generally not privileged, an invoice that shows a sudden uptick in spending "might very well reveal much of [a government agency]'s investigative efforts and trial strategy." ( Mitchell , supra , 37 Cal.3d at p. 610, 208 Cal.Rptr. 886 , 691 P.2d 642 .) Midlitigation swings in spending, for example, could reveal an impending filing or outsized concern about a recent event.

invoices is the norm in the federal courts in California, where "[f]ee information is generally not privileged." ( Federal Sav. & Loan Ins. Corp. v. Ferm (9th Cir. 1990) 909 F.2d 372 , 374 ; see also Tornay v. U.S. (9th Cir. 1988) 840 F.2d 1424 , 1426 ["Payment of fees is incidental to the attorney-client relationship, and does not usually involve disclosure of confidential communications arising from the professional relationship."].) Our holding today is consistent with that approach-an approach with which the County, a frequent litigant in federal court, is undoubtedly familiar.

None of the County's remaining arguments supports the conclusion that all information in attorney invoices is categorically privileged. In particular, the County observes that disclosure of invoices can provide adversaries a window

fully confer and confide in one having knowledge of the law, and skilled in its practice, in order that the former may have adequate advice and a proper defense.' " ( Mitchell v. Superior Court (1984) 37 Cal.3d 591 , 599, 208 Cal.Rptr. 886 , 691 P.2d 642 , fn. omitted.) "Although exercise of the privilege

The majority reaches a different conclusion by embellishing the words of the statutory privilege to discover a heretofore hidden meaning. According to the majority, the "key question" is: "Would treating invoices as sometimes nonprivileged undermine the fundamental purpose of the attorney-client privilege?" (Maj. opn., ante , 212 Cal.Rptr.3d at p. 113, 386 P.3d at p. 778, italics added.) The opinion then reasons the privilege protects only those "communications between attorney and client made for the purpose of seeking or delivering the attorney's legal advice or representation ." ( Ibid . italics added.) Therefore, concludes the majority, "the privilege

and not merely information in the sole possession of the attorney or client. In this regard, it is the actual fact of the transmission which merits protection , since discovery of the transmission of specific public documents might very well reveal the transmitter's intended strategy.' " ( Costco , supra , at p. 734, 101 Cal.Rptr.3d 758 , 219 P.3d 736 , italics added.) Further, " '[n]either the statutes articulating the attorney-client privilege nor the cases which have interpreted it make any differentiation between "factual" and "legal" information.' " ( Ibid . )

The majority seemingly embraces the notion that courts may parse a legal communication to permit disclosure of those parts that were not "made for the purpose of legal consultation" (maj. opn., ante , 212 Cal.Rptr.3d at p. 116, 386 P.3d at p. 780), but strains to distinguish Costco , supra , 47 Cal.4th 725 , 101 Cal.Rptr.3d 758 , 219 P.3d 736 , unconvincingly suggesting that when an attorney bills a client for legal services rendered, he or she steps outside the role of a lawyer and into the role of accountant. (Maj. opn., ante , at p. 116, 386 P.3d at p. 780 ["the relationship evokes an arm's-length transaction between parties in the market for professional services more than it does the diligent but discreet conveyance of facts and advice that epitomizes the bond between lawyer and client"].) Accordingly, reasons the majority, legal billing invoices may fall outside the protection of the attorney-client

majority opines that "[w]hen a legal matter remains pending and active, the privilege encompasses everything in an invoice-including the amount of aggregate fees." (Maj. opn., ante , 212 Cal.Rptr.3d at p. 117, 386 P.3d at p. 781.) But the majority then suggests a more limited rule of privilege may apply once the litigation ends, saying that "[t]he same may not be true for fee totals in legal matters that concluded long ago." ( Ibid .) That the majority fails to cite any language in sections 952 or 954 supporting such a rule is unsurprising, for nothing in the Evidence Code supports the notion that the reach of the attorney-client privilege is different for pending litigation versus legal matters that have concluded.

Indeed, legal authority is to the contrary. In Littlefield v. Superior Court (1982) 136 Cal.App.3d 477 , 186 Cal.Rptr. 368 , a defendant in a criminal case sought a writ of mandate to force his codefendant to testify and reveal confidential conversations he had with his lawyer, the Los Angeles County Public Defender. (It was the defendant's contention the public defender had disclosed facts about the alleged murders to the codefendant, which allowed him to fabricate testimony detrimental to the defendant.) Although the defendant acknowledged the communications were presumptively protected by the attorney-client privilege, he argued "that privilege may be deemed attenuated because the attorney/client relationship is 'near an end.' " ( Id . at p. 481, 186 Cal.Rptr. 368 .) The appellate court properly disagreed, explaining that "the

Nor is it any saving grace that "disclosure of billing invoices is the norm in the federal courts in California, where '[f]ee information is generally not privileged.' " (Maj. opn, ante , 212 Cal.Rptr.3d at p. 119, 386 P.3d at p. 783.) Although by this argument the majority suggests that a strong weight of legal opinion backing its views exists in the federal universe, such support is ephemeral. The cases cited by the majority rely on Federal Rule of Evidence 501, which

This case implicates both the public's interest in transparency and a public agency's interest in confidential communications with its legal counsel. The specific question we must resolve is whether invoices for work on currently pending litigation sent to the County of Los Angeles by an outside law firm are within the scope of the attorney-client privilege, and therefore exempt from disclosure under the California Public Records Act (PRA; Gov. Code, § 6250 et seq. ). What we hold is that the attorney-client privilege does not categorically shield everything in a billing invoice from PRA disclosure. But invoices for work in pending and active legal matters are so closely related to attorney-client communications that they implicate the heartland of the privilege. The privilege therefore protects the confidentiality

County declined to provide invoices for the remaining six lawsuits, which were still pending. According to the County, "the detailed description, timing, and amount of attorney work performed, which communicates to the client and discloses attorney strategy, tactics, thought processes and analysis" were privileged under the Evidence Code and therefore exempt from disclosure under Government Code section 6254, subdivision (k) (all undesignated cites hereafter are to the Government Code). The requested invoices, the County continued, were also exempt under the PRA's catchall provision, section 6255, subdivision (a), "because the public interest served by not disclosing the records at this time clearly outweighs the public interest served by disclosure of the records."

On October 31, 2013, the ACLU filed a petition for writ of mandate in the superior court, seeking to compel the County to "comply with the [PRA]" and disclose the requested records for all nine lawsuits. The ACLU framed its request for the invoices as follows:

communication was confidentially transmitted in the course of that relationship." And " 'because the privilege protects a transmission irrespective of its content,' " the Court of Appeal held that "the invoices"-which "constituted information transmitted by the law firms to the County in the course of the representation" and in confidence-were confidential communications within the meaning of Evidence Code section 952. Given this conclusion, the Court of Appeal did not reach the parties' contentions regarding application of the PRA's catchall provision or Business and Professions Code sections 6148 and 6149. We then granted review.

The primary question raised in this case is whether invoices for legal services transmitted to a government agency by outside counsel are categorically protected by the attorney-client privilege and therefore exempt from disclosure under the PRA, and if not, whether any of the information sought by the ACLU is nonetheless covered by the privilege.

A. Statutory Scheme

1. PRA

The PRA and the California Constitution provide the public with a broad right of access to government information. ( Sierra Club v. Superior Court (2013) 57 Cal.4th 157 , 164, 158 Cal.Rptr.3d 639 , 302 P.3d 1026 .) The PRA, enacted in 1968, grants access to public records held by state and local agencies. (§ 6250 et seq. ) Modeled after the federal Freedom of Information Act ( 5 U.S.C. § 552 et seq. ), the PRA was enacted for the purpose of increasing freedom of information by giving members of the public access to records in the possession of state and local agencies. ( Filarsky v. Superior Court (2002) 28 Cal.4th 419 , 425, 121 Cal.Rptr.2d 844 , 49 P.3d 194 .) Such "access to information concerning the conduct of the people's business," the Legislature declared, "is a fundamental and necessary right of every person in this state." (§ 6250.) Consistent with the Legislature's purpose, the PRA broadly defines "public records" to include "any writing containing information relating to the conduct of the public's business prepared, owned, used, or retained by any state or local agency regardless of physical form or characteristics." (§ 6252, subd. (e).)

amended by the initiative, the Constitution also directs that statutes "shall be broadly construed if it furthers the people's right of access, and narrowly construed if it limits the right of access." (Cal. Const., art. I, § 3, subd. (b)(2).)

Despite the value assigned to robust public disclosure of government records both in the California Constitution and in the PRA, two statutory exceptions nonetheless exist. The first is section 6255(a), the PRA's catchall provision allowing a government agency to withhold a public record if it can demonstrate that "on the facts of the particular case the public interest served by not disclosing the record clearly outweighs the public interest served by disclosure of the record." In

As with any of the PRA's statutory exemptions, "the fact that parts of a requested document fall within the terms of an exemption does not justify withholding the entire document." ( CBS, Inc. v. Block , supra , 42 Cal.3d at p. 653, 230 Cal.Rptr. 362 , 725 P.2d 470 .) What the PRA appears to offer is a ready solution for records blending exempt and nonexempt information: "Any reasonably segregable portion of a record shall be available for inspection by any person requesting the record after deletion of the portions that are exempted by law." (§ 6253, subd. (a).) While this provision does not dictate which parts of a public record are privileged, it requires public agencies to use the equivalent of a surgical scalpel to separate those portions of a record subject to disclosure from privileged portions. At the same time, the statute places an express limit on this surgical approach: public agencies are not required to attempt selective disclosure of records that are not "reasonably segregable." ( Ibid. ) To the extent this standard is ambiguous, the PRA must be construed in " 'whichever way will further the people's right of

which the lawyer is consulted, and includes a legal opinion formed and the advice given by the lawyer in the course of that relationship." (Evid. Code, § 952.)

B. Application to County's Invoices for Legal Services

As with all questions of statutory interpretation, our foremost task is to give effect to the Legislature's purpose. (See Tuolumne Jobs & Small Business Alliance v. Superior Court (2014) 59 Cal.4th 1029 , 1037, 175 Cal.Rptr.3d 601 , 330 P.3d 912 .) In doing so, we analyze the statute's text in its relevant context, as text so read tends to be the clearest, most cogent indicator of a specific provision's purpose in the larger statutory scheme. We interpret relevant terms in light of their ordinary meaning, while also taking account of any related provisions and the overall structure of the statutory scheme to determine what interpretation best advances the Legislature's underlying purpose. (See Nahrstedt v. Lakeside Village Condominium Assn. (1994) 8 Cal.4th 361 , 378, 33 Cal.Rptr.2d 63 , 878 P.2d 1275 .)

Not surprisingly, the primary purpose of the Evidence Code provisions at issue in this case is to protect the confidential relationship between client and attorney to promote frank discussion between the two. (See Mitchell , supra , 37 Cal.3d at p. 599, 208 Cal.Rptr. 886 , 691 P.2d 642 .) These provisions do so by prohibiting disclosure of any "confidential communication between client and lawyer." (Evid. Code, § 954.) The Evidence Code also states that " 'confidential communication between client and lawyer' means information transmitted between a client and his or her lawyer in the course of that relationship and in confidence ..., and includes a legal opinion formed and the advice given by the lawyer in the course of that relationship." ( Id. , § 952; see also Costco , supra , 47 Cal.4th at p. 733, 101 Cal.Rptr.3d 758 , 219 P.3d 736 ["the privilege attaches to any legal advice given in the course of an attorney-client relationship"].) The key question, then, is this: Would treating invoices as sometimes nonprivileged undermine the fundamental purpose of the attorney-client privilege?

service or advice from him in his professional capacity"]; id. , § 952 [defining "confidential communication between client and lawyer" as "information transmitted in confidence by a means which ... discloses to no third persons other than those who are present to further the interest of the client in the consultation or to those to whom disclosure is reasonably necessary for ... the accomplishment of the purpose for which the lawyer is consulted"].)

These references underscore that the privilege does not apply to every single communication transmitted confidentially between lawyer and client. Rather, the heartland of the privilege protects those communications that bear some relationship to the attorney's provision of legal consultation. (See Roberts , supra , 5 Cal.4th at p. 371, 20 Cal.Rptr.2d 330 , 853 P.2d 496 [explaining that "under the Evidence Code, the attorney-client privilege applies to confidential communications within the scope of the attorney-client relationship" (italics added) ]; see also Costco , supra , 47 Cal.4th at p. 743, 101 Cal.Rptr.3d 758 , 219 P.3d 736 (conc. opn. of George, C.J.) [Evid. Code § 952"identifies a ' "confidential communication" ' in general terms as meaning 'information transmitted between a client and his or her lawyer in the course of that relationship,' but the provision also supplies more specific examples of what is meant by adding that a confidential communication 'includes a legal opinion formed and the advice given by the lawyer in the course of that relationship' " (italics omitted) ].)

Justice Werdegar's dissenting opinion suggests that the Evidence Code's definition of the attorney-client privilege forecloses any inquiry into whether a communication is related to legal consultation. Yet the Evidence Code's definition of the privilege concerns not only the manner in which information is transmitted, but the nature of the communication. The statute treats the term "confidential communication between client and lawyer" as one that requires further definition, and the definition it provides extends only to that information transmitted " in the course of [the attorney-client] relationship." (Evid. Code, § 952, italics added.) The same definition also refers to "those who are present to further the interest of the client in the consultation " and "the accomplishment of the purpose for which the lawyer is consulted."

between a lawyer and his or her client. The privilege, for example, "is not applicable when the attorney acts merely as a negotiator for the client or is providing business advice [citation]; in that case, the relationship between the parties to the communication is not one of attorney-client." ( Costco , supra , 47 Cal.4th at p. 735, 101 Cal.Rptr.3d 758 , 219 P.3d 736 .) The same is true when a lawyer is billing his or her client: the relationship

attorney would prefer to keep the information confidential (as most people would prefer for their emails).

What the inquiry turns on instead is the link between the content of the communication and the types of communication that the attorney-client privilege was designed to keep confidential. In order for a communication to be privileged, it must be made for the purpose of the legal consultation, rather than some unrelated or ancillary purpose. As Chief Justice George put it in his concurring opinion in Costco : "the communication also must occur 'in the course of' the attorney-client relationship (Evid. Code, § 952 )-that is, the communication must have been made for the purpose of the legal representation." ( Costco , supra , 47 Cal.4th at p. 742, 101 Cal.Rptr.3d 758 , 219 P.3d 736 (conc. opn. of George, C.J.).) Considering Evidence Code section 952"as a whole," continued Chief Justice George, it becomes "even clearer that the Legislature intended to extend the protection of

The same may not be true for fee totals in legal matters that concluded long ago. In contrast to information involving a

into litigation strategies-"a road map as to how the matter is being litigated, or may be litigated in the future." We are sensitive to the County's concern here, but this concern does not require the rule that Court of Appeal established and that the County insists on, which is a categorical bar on disclosure of a government agency's expenditures for any legal matter, past or present, active or inactive, open or closed. Though the PRA carves out an exemption for privileged portions of government records, "[t]he fact that parts of a requested document fall within the terms of an exemption does not justify withholding the entire document." ( CBS, Inc. v. Block , supra , 42 Cal.3d at p. 653, 230 Cal.Rptr. 362 , 725 P.2d 470 .) Instead, government agencies must disclose "[a]ny reasonably segregable portion" of a public record "after deletion of the portions that are exempted by law." (§ 6253, subd. (a).)

The imperative of protecting privileged communications between attorney and client-and thereby promoting full and frank discussion between them-is a defining feature of our law. This imperative does not require us to conclude-as the Court of Appeal did here-that everything in a public agency's invoices for legal services is categorically privileged. Instead, the contents of an invoice are privileged only if they either communicate information for the purpose of legal consultation or risk exposing information that was communicated for such a purpose. This latter category includes any invoice that reflects work in active and ongoing litigation. Accordingly, we reverse the judgment of the Court of Appeal and remand for proceedings consistent with our opinion.

We Concur:

Chin, J.

Liu, J.

Kruger, J.

DISSENTING OPINION BY WERDEGAR, J.

The importance of the attorney-client evidentiary privilege to the proper functioning of the legal system in this state cannot be overstated. "The attorney-client privilege has been a hallmark of Anglo-American jurisprudence for almost 400 years. [Citations.] The privilege authorizes a client to refuse to disclose, and to prevent others from disclosing, confidential communications between attorney and client. (Evid. Code, § 950 et seq. ) Clearly, the fundamental purpose behind the privilege is to safeguard the confidential relationship between clients and their attorneys so as to promote full and open discussion of the facts and tactics surrounding individual legal matters. [Citation.] In other words, the public policy fostered by the privilege seeks

precludes the courts from elaborating upon the statutory scheme." (Cal. Law Revision Com. com., 29B pt. 3A West's Ann. Evid. Code, foll. § 911, at p. 219.)

This court recently spoke to the scope of the attorney-client privilege in Costco Wholesale Corp. v. Superior Court (2009) 47 Cal.4th 725 , 101 Cal.Rptr.3d 758 , 219 P.3d 736 ( Costco ). In Costco , the issue, as in the instant case, concerned a communication between a lawyer and client that arguably contained both confidential information (in the form of legal opinions) and nonconfidential information (such as facts obtained from witnesses). The Costco plaintiffs contended they were entitled to discovery of the nonprivileged portions of a letter legal counsel sent to the defendant. Interpreting sections 952 and 954, this court unanimously rejected the claim, explaining that "[t]he attorney-client privilege attaches to a confidential communication between the attorney and the client and bars discovery of the communication irrespective of whether it includes unprivileged material . As we explained in Mitchell v. Superior Court , supra , 37 Cal.3d at page 600, 208 Cal.Rptr. 886 , 691 P.2d 642 : '[T]he privilege covers the transmission of documents which are available to the public,

attorney/client privilege continues even after the end of threat of punishment" ( id . at p. 482, 186 Cal.Rptr. 368 ), and that "[n]othing in the statutes controlling the privilege suggests it is to be limited or diminished in importance as a function of the continuance of the relationship that existed at the time of the confidential communications herein sought" ( ibid . ). In other words, the protective power of the attorney-client privilege is not reduced simply because the attorney-client relationship has ended or is about to end. (Cf. HLC Properties, Ltd. v. Superior Court (2005) 35 Cal.4th 54 , 66, 24 Cal.Rptr.3d 199 , 105 P.3d 560 [attorney-client privilege continues to

"Current and former jail inmates have brought numerous lawsuits against the County and others for alleged excessive force. The County has retained a number of law firms to defend against these suits. It is believed that the selected law firms may have engaged in 'scorched earth' litigation tactics and dragged out cases even when a settlement was in the best interest of the County or when a settlement was likely. Given the issues raised by the allegations in these complaints and the use of taxpayer dollars to pay for the alleged use of scorched earth litigation tactics, the public has a right and interest in ensuring the transparent and efficient use of taxpayer money." Defending such lawsuits, the plaintiffs estimated, could cost tens of millions of dollars. After a hearing on June 5, 2014, the court granted the ACLU's petition. The court held that the County had failed to show the invoices were attorney-client privileged communications. As a result, the court ordered the County to release "the billing statements for the nine lawsuits identified in the July 1, 2013 [ ]PRA request." But "[t]o the extent these documents reflect an attorney's legal opinion or advice, or reveal an attorney's mental impressions or theories of the case," the court held that "such limited information may be redacted."

The County then filed its own petition for writ of mandate in the Court of Appeal, which granted the County's petition and vacated the superior court's order. The Court of Appeal found that "the invoices are confidential communications within the meaning of Evidence Code section 952," and therefore "are exempt from disclosure under Government Code section 6254, subdivision (k)." Relying on our decision in

As the result of a 2004 initiative, Proposition 59, voters enshrined the PRA's right of access to information in the state Constitution: "The people have the right of access to information concerning the conduct of the people's business, and, therefore, ... the writings of public officials and agencies shall be open to public scrutiny." (Cal. Const., art. I, § 3, subd. (b)(1).) As

access.' " ( Ardon v. City of Los Angeles (2016) 62 Cal.4th 1176 , 1190, 199 Cal.Rptr.3d 743 , 366 P.3d 996 ; see also Cal. Const., art. I, § 3, subd. (b)(2).)

2. Evidence Code

The attorney-client privilege incorporated into the PRA by section 6254(k) is described in

the ACLU. Such invoices further a separate business purpose that is merely incidental to the attorney-client relationship. We agree-but only up to a point. The attorney-client privilege only protects communications between attorney and client made for the purpose of seeking or delivering the attorney's legal advice or representation. Evidence Code section 952 twice states that the privilege

effect, they fall outside the scope of an attorney's professional representation. (See County of Los Angeles v. Superior Court (2012) 211 Cal.App.4th 57 , 67, 149 Cal.Rptr.3d 324 [explaining that "the dominant purpose for preparing the [invoices to the county] was not for use in litigation but as part of normal record keeping and to facilitate the payment of attorney fees on a regular basis"]; cf. Montebello Rose Co. v. Agricultural Labor Relations Bd. (1981) 119 Cal.App.3d 1 , 32, 173 Cal.Rptr. 856 [labor negotiations, which could have been conducted by a nonattorney, "were not privileged unless the dominant purpose of the particular communication was to secure or render legal service or advice"].) While invoices may convey some very general information about the process through which a client obtains legal advice, their purpose is to ensure proper payment for services rendered, not to seek or deliver the attorney's legal advice or representation.

This distinction is relevant because, as our opinion in Costco confirmed, not every communication between attorney and client is privileged solely because it is confidentially transmitted. Costco had retained a law firm to advise it on whether certain managers were exempt from wage and overtime laws. An attorney at the firm interviewed two Costco managers and then sent the company a confidential 22-page opinion letter. Several years later, some Costco employees filed a lawsuit claiming that Costco had misclassified and underpaid its managers. As part of that litigation, the plaintiffs tried to compel discovery of the attorney's opinion letter. Over Costco's objection, the trial court ordered disclosure of the letter, allowing portions of it containing the attorney's impressions, observations, and opinions to be redacted. ( Costco , supra , 47 Cal.4th at pp. 730-731, 101 Cal.Rptr.3d 758 , 219 P.3d 736 .) The confidential opinion letter at issue in Costco was indisputably privileged, and the plaintiffs never claimed otherwise. (See id. at pp. 735-736, 101 Cal.Rptr.3d 758 , 219 P.3d 736 [the plaintiffs "never disputed" that Costco retained the law firm to provide Costco with "legal advice," which was provided in the form of the opinion letter].)

In ruling that Costco did not need to turn over this opinion letter, we took care to explain that the same rule would not apply to all communications

purpose of legal consultation and are therefore not protected by the attorney-client privilege.

The same is true for billing invoices. While a client's fees have some ancillary relationship to legal consultation, an invoice listing amounts of fees is not communicated for the purpose of legal consultation. The mere fact that an attorney transmitted a communication to his or her client confidentially (in the sense that no one other than the recipient could see the communication) does not end the inquiry into whether the communication's contents are protected by the attorney-client privilege. After all, just about every communication between a lawyer and client is intended to be kept private, regardless of whether the communication has any connection to legal consultation at all. Even the fact that the information communicated may have some ancillary bearing on an attorney's relationship to a client (as information about an office move or political fundraiser might have) does not end our inquiry into whether the attorney-client privilege applies. Nor does the fact that an

pending case, a cumulative fee total for a long-completed matter does not always reveal the substance of legal consultation. The fact that the amounts in both cases were communicated in an invoice transmitted confidentially from lawyer to client does not automatically make this information privileged. Instead, the privilege turns on whether those amounts reveal anything about legal consultation. Asking an agency to disclose the cumulative amount it spent on long-concluded litigation-with no ongoing litigation to shed light on the context from which such records are arising-may communicate little or nothing about the substance of legal consultation. But when those same cumulative totals are communicated during ongoing litigation, this real-time disclosure of ongoing spending amounts can indirectly reveal clues about legal strategy, especially when multiple amounts over time are compared.

Justice Werdegar is concerned that our opinion suggests the "scope of the privilege somehow wanes with the termination of the subject litigation." But the question at issue here is not, as Justice Werdegar suggests, whether privileged material remains privileged when "the attorney-client relationship has ended." (Dis. opn., post , 212 Cal.Rptr.3d at p. 112, 386 P.3d at p. 778.) Even while the scope of the attorney-client privilege remains constant over time, the same information (for example, the cumulative amount of money that was

These arguments help explain why California courts have generally presumed that invoices for legal services are not categorically privileged. (See, e.g., Concepcion v. Amscan Holdings, Inc. (2014) 223 Cal.App.4th 1309 , 1326-1327, 168 Cal.Rptr.3d 40 ["we seriously doubt that all-or even most-of the information on each of the billing records proffered to the court was privileged"].) Indeed, disclosure of billing

to insure 'the right of every person to freely and

privilege because they "are not made for the purpose of legal consultation." ( Id. at p. 116, 386 P.3d at p. 780.) But this is not a situation in which an attorney is acting as something other than a legal representative, such as a real estate agent or business advisor; the invoice in question was for legal services rendered.

More to the point, the majority's line of analysis ignores the core reasoning of Costco that section 954 prohibits courts from parsing a communication

Cantil-Sakauye, C.J.

Corrigan, J.