City of American Canyon vs. City of Vallejo

together with an updated Set Two Privilege Log and a letter. (Id., ¶11, Exhibits D, E.) On May 13, 2025, Vallejo sent a further meet-and-confer letter to American Canyon detailing the deficiencies that still existed in American Canyon’s updated Set Two Privilege Log. (Id., ¶12, Exhibit F.) On May 23, 2025, American Canyon sent a letter to Vallejo which included a further updated Set Two Privilege Log (“Privilege Log”) and a supplemental production of documents. (Id., ¶13, Exhibits G, H.) The letter explained that, despite agreeing to produce a few documents previously withheld, American Canyon would not agree to produce the remaining documents identified on the Privilege Log. (Ibid.)

Vallejo now moves to compel American Canyon to produce documents identified in response to Request No. 21 in Entry nos. 3, 34-39, 42-44, 46-53, 55, and 66-68 of the Privilege Log on the grounds that they are not subject to the attorney-client privilege or work product doctrine as asserted by American Canyon. Request No. 21 seeks:

All DOCUMENTS evidencing COMMUNICATIONS between YOU and any other PERSON regarding the provision of potable, domestic or raw water to any portion of the Watson Ranch development from January 1, 2015 to the present.

(Separate Statement at 2:11-13 [footnotes and definitions omitted].) American Canyon opposes.

II. Legal Standard

“[A]ny party may obtain discovery regarding any matter, not privileged, that is relevant to the subject matter involved in the pending action or to the determination of any motion made in that action, if the matter either is itself admissible in evidence or appears reasonably calculated to lead to the discovery of admissible evidence.” (Code Civ. Proc. § 2017.010.) “In the absence of contrary court order, a civil litigant’s right to discovery is broad...[and] statutes governing discovery ‘must be construed liberally in favor of disclosure unless the request is clearly improper by virtue of well-established causes for denial.’ [Citation.]” (Williams v.

Superior Court (2017) 3 Cal.5th 531, 541; see also Greyhound Corp. v. Superior Court (1961) 56 Cal.2d 355, 378 [“disclosure is a matter of right unless statutory or public policy considerations clearly prohibit it”].) Nevertheless, while civil discovery is broad, it is not limitless. (Board of Registered Nursing v. Superior Court (2021) 59 Cal.App.5th 1011, 1039 [citing Calcor Space Facility v. Superior Court (1997) 53 Cal.App.4th 216, 223].)

“On receipt of a response to a demand for inspection, copying, testing, or sampling, the

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demanding party may move for an order compelling a further response if the demanding party deems that any of the following apply: [¶] (1) A statement of compliance with the demand is incomplete. [¶] (2) A representation of inability to comply is inadequate. [¶] (3) An objection in the response is without merit or too general.” (Code Civ. Proc. § 2031.310, subd. (a).)

In a motion to compel further responses to requests for production, the burden is on the moving party to show both relevance to the subject matter and specific facts justifying discovery. (Glenfed Develop. Corp. v. Superior Court (1997) 53 Cal.App.4th 1113, 1117; Code Civ. Proc. § 2031.310 [requiring a showing of good cause for production of documents].) Once good cause is established by the moving party, the burden then shifts to the responding party to justify any objections made to document disclosure. (See Hartbrodt v. Burke (1996) 42 Cal.App.4th 168, 172-174; Fairmont Ins. Co. v. Superior Court (2000) 22 Cal.4th 245, 255.)

As to the application of the attorney-client privilege to communications, Evidence Code section 952 defines “confidential communication between client and lawyer” 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 which the lawyer is consulted, and includes a legal opinion formed and the advice given by the lawyer in the course of that relationship.” “[S]ection 952 allows privileges to be preserved when a family member, business associate or joint client (and/or the attorney for same) meets with the client and attorney who claim privilege, in regard to a matter of joint concern, ‘when disclosure of the communication is reasonably necessary to further the interest of the [claimant/litigant].’” (Seahaus La Jolla Owners Assn. v. Superior Court (2014) 224 Cal.App.4th 754, 768 [quoting Evidence Code § 952]; see also Oxy Resources California LLC, supra, 115 Cal.App.4th at p. 890.)

As to documents covered by the attorney work product doctrine, Code of Civil Procedure section 2018.030, subdivision (a) provides, “A writing that reflects an attorney’s impressions, conclusions, opinions, or legal research or theories is not discoverable under any circumstances.” Subdivision (b) states, “The work product of an attorney, other than a writing described in subdivision (a), is not discoverable unless the court determines that denial of discovery will unfairly prejudice the party seeking discovery in preparing that party’s claim or defense or will result in an injustice.” (Code Civ. Proc., § 2018.030, subd. (b).) “The sole exception to the literal wording of the

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statute which the cases have recognized is under the waiver doctrine which has been held applicable to the work product rule as well as the attorney-client privilege.” (BP Alaska Exploration, Inc. v. Superior Court (1988) 199 Cal.App.3d 1240, 1254.)

The party claiming attorney-client privilege has the burden of establishing the preliminary facts necessary to support its exercise, i.e., a communication made in the course of an attorney-client relationship. (D.I. Chadbourne, Inc. v. Superior Court of San Francisco (1964) 60 Cal.2d 723, 729; Wellpoint Health Networks, Inc. v. Superior Court (1997) 59 Cal.App.4th 110, 123.) “Once the proponent makes a prima facie showing of a confidential attorney-client communication, it is presumed the communication is privileged and the burden shifts to the opponent to establish waiver, an exception, or that the privilege does not for some other reason apply.” (McDermott Will & Emery LLP v. Superior Court (2017) 10 Cal.App.5th 1083, 1101 [quoting DP Pham, LLC v. Cheadle (2016) 246 Cal.App.4th 653, 659–660; see Evid. Code, § 917, subd. (a).)

Evidence Code section 912 governs waivers of various statutory privilege. As is relevant here, Evidence Code section 912, subdivision (d) states, “A disclosure in confidence of a communication that is protected by a privilege provided by Section 954 (lawyer-client privilege) . . . when disclosure is reasonably necessary for the accomplishment of the purpose for which the lawyer . . . was consulted, is not a waiver of the privilege.” “While involvement of an unnecessary third person in attorney-client communications destroys confidentiality, involvement of third persons to whom disclosure is reasonably necessary to further the purpose of the legal consultation preserves confidentiality of communication.” (OXY Resources California LLC, supra, 115 Cal.App.4th at p. 890 [emphasis retained and quoting Insurance Co. of North America v. Superior Court (1980) 108 Cal.App.3d 758, 765].)

III. Evidentiary Rulings

Vallejo’s opposed request for judicial notice is DENIED because the documents, which consist of American Canyon City Council Meeting agendas and reports, do not appear to be appropriate for judicial notice under Evidence Code section 452. Additionally, even if the documents had been a type potentially subject to judicial notice, the Court may only take judicial notice of the existence of the documents and not the truth of their contents. (See, Evid. Code §451, subd. (a); §452, subd. (b)-(d); see also, Johnson & Johnson v. Superior Court (2011) 192 Cal.App.4th 757, 768 [court may take judicial notice of the existence of court documents but not the truth of the statements contained therein]; Kilroy v. State of California (2004) 119 Cal.App.4th 140, 145-148; Sosinsky v. Grant (1992) 6 Cal.App.4th 1548, 1569-70.) Matters to be judicially noticed must be

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relevant to the matter at issue. (Mangini v. R.J. Reynolds Tobacco Co. (1994) 7 Cal.4th 1057, 1063.) Vallejo has not sufficiently established what relevance the documents would have regarding this motion given that statements made therein would not be considered for their truth.

American Canyon’s objections to the Declaration of J. Gage Marchini (“Marchini Decl.”) are ruled upon as follows:

Overruled: 1, 2, 3

Sustained: 4, 5. The Court sustains these objections on grounds of hearsay, including for some statements, multiple levels of hearsay without exception. The Court also notes that Evidence Code section 645.1 does not constitute a hearsay exception. The Court need not address the other grounds for objection.

IV. Discussion

1. Good Cause

Code of Civil Procedure section 2031.310, subdivision (b)(1) requires that a motion to compel further responses to requests for production of documents must “set forth specific facts showing good cause justifying the discovery sought by the demand.” (See also Calcor Space Facility, Inc. v. Superior Court (1997) 53 Cal.App.4th 216, 223-224.) To establish “good cause,” the burden is on the moving party to show both relevance to the subject matter and specific facts justifying discovery. (Glenfed Develop. Corp. v. Superior Court (1997) 53 Cal.App.4th 1113, 1117.) Where a showing of good cause is required, such “showing must be liberally construed.” (Greyhound Corp. v. Superior Court (1961) 56 Cal.App.2d 355, 387.)

American Canyon argues that Vallejo failed to make the required showing of good cause for bringing the motion, especially since Vallejo seeks discovery of documents potentially protected from discovery by the attorney-client privilege and/or work product doctrine. (Opposition at p. 19:1-18.) However, the Court concludes that Vallejo has made the required showing of good cause for bringing the instant motion. Vallejo proffers the declaration of its counsel, Mr. Marchini, which states:

During the course of discovery, Vallejo became aware of facts which demonstrated American Canyon had breached certain obligations under the 1996 Agreement and supported causes of action for breach of contract and the

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implied covenant of good faith and fair dealing. Specifically, American Canyon produced documents reflecting communications between American Canyon and developers evidencing American Canyon has delegated its obligation to construct certain water infrastructure improvements required by the 1996 Agreement and its addenda to its developers, but then subsequently absolved the developers from having to do so without undertaking to complete the required improvements itself.

(Declaration of J. Gage Marchini (“Marchini Decl.”), ¶4.) Counsel further declares that Vallejo’s Request for Production of Documents, Set Two seeks evidence in support of Vallejo’s cross-claims, and Request No. 21 specifically seeks documents evidencing communications between American Canyon and persons involved in the Watson Ranch development. (Id., ¶6; see also ¶14.)

Mr. Marchini’s declaration sets forth sufficient facts to satisfy Vallejo’s initial burden to establish good cause for Request No.

21. Because Vallejo has made the required threshold showing of good cause, the Court considers the parties arguments regarding the specific entries below.

2. Entry No. 3

Vallejo contends these documents are discoverable, because they were shared with representatives from McGrath Properties, who is a developer of the Watson Ranch project, thereby waiving the attorney-client privilege. Vallejo cites Citizens for Ceres v. Superior Court (2013) 217 Cal.App.4th 889 (Ceres) in support of its contention that American Canyon does not have an attorney client relationship with developers while processing and preparing environmental documents, since their interests are adverse at that stage in the process. Vallejo argues any disclosure of privileged communications to the developers during the preapproval stage of the development constitutes a waiver of the attorney-client privilege for any documents that are disclosed to the developer.

American Canyon argues that the communication and attached documents are protected from discovery pursuant to an attorney-client relationship between Mr. Holley, then Public Works Director, and the City Attorney, Mr. Ross and are protected as attorney work product. American River contends that Mr. Ross prepared a legal memorandum for Mr. Holley regarding the interpretation and application of the water service agreement between American Canyon and Vallejo as related to the preparation of a water supply assessment for the Watson Ranch development. (Chester Decl. ¶¶20, 28-29; Marchini Decl., Exh. H, at p. 1 [stating in the May 23 Updated Privilege Log that

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the communication “contains the City’s legal position regarding issues of water service from Vallejo”].) Mr. Holley then shared Mr. Ross’s legal conclusions and opinions with representatives from McGrath Properties. (Chester Decl. ¶20, 28; Marchini Decl., Exh. G, at p. 2.) American Canyon further contends (without citing to any supporting evidence) the disclosure to the McGrath representatives was reasonably necessary for to accomplish the purpose for which Mr. Ross was consulted – advice regarding preparation of a water supply assessment for the Watson Ranch development – and is protected from disclosure under Evidence Code section 952.

American Canyon further argues that the City Council – as the governing body – holds the attorney-client privilege in communications with the City Attorney. Therefore, even if the correspondence is determined not to be reasonably necessary, Mr. Holley’s disclosure cannot waive the attorney-client privilege. Finally, American Canyon argues that Vallejo offers no statement of prejudice or injustice that would support disclosure of the documents insofar as they contain attorney work product.

In reply, Vallejo argues, contrary to American Canyon’s representation, that the correspondence is a communication from an American Canyon official to a third-party developer pertaining to the developer’s pending development application, which included a copy to Mr. Ross. Thus, Vallejo contents it is not a protected communication.

A. American Canyon’s Initial Burden to Establish Privilege

As discussed above, the party claiming attorney-client privilege has the burden of establishing the preliminary facts necessary to support its exercise, i.e., a communication made in the course of an attorney-client relationship. (D.I. Chadbourne, supra, 60 Cal.2d at p. 729; Wellpoint, supra, 59 Cal.App.4th at p. 123.) “The party claiming the privilege usually makes the preliminary showing via declarations. (Ceres, supra, 217 Cal.App.4th at p. 911 [citing Weil & Brown, Cal. Practice Guide: Civil Procedure Before Trial (The Rutter Group 2012) ¶ 8:192, p. 8C-52 (rev. # 1, 2012).)

American Canyon’s counsel, Ms. Chester, proffers her declaration[1], in which she declares that Entry No. 3 is an email “from then American Canyon Public Works Director Jason Holley to representatives of McGrath Properties, including McGrath Properties legal counsel, and to the American Canyon City Attorney, William D. Ross, regarding ‘Vallejo Permit Water.’” (Declaration of Michelle Chester (“Chester Decl.”), ¶27.) Ms. Chester further declares, “The email correspondence referenced in Entry No. 3 contains Mr. Holley’s summary of Mr. Ross’s legal analysis and conclusion regarding the interpretation and application of the water service agreement between American Canyon and Vallejo as related to the preparation of a water supply assessment for the

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Watson Ranch development.” (Id., ¶ 28.) Additionally, Ms. Chester avers, “Attached to the email referenced in Entry No. 3 is a copy of a memorandum, dated January 29, 2016, prepared by Mr. Ross for Mr. Holley regarding the same. Both the email and the attached memorandum are labeled ‘Attorney-Client Privileged Communication.’” (Id., ¶ 29.)

Ms. Chester’s declaration is admissible for this motion without objection and on its face, is sufficient to demonstrate that the communication, at least as originally prepared and set by Mr. Ross to Mr. Holley (before disclosure the McGrath Properties representatives), was a communication made in the course of an attorney-client relationship that included protected attorney work product. There does not appear to be any dispute that Mr. Ross is the City Attorney for American Canyon and that Mr. Holley was the Director of Public Works. Thus, the Court finds that American Canyon has satisfied its initial burden to establish that the original communication that is the subject of Entry No. 3 was protected by the attorney client privilege and work product doctrine.

B. Vallejo’s Burden to Establish Waiver

Because American Canyon has met its initial burden to justify its claim of privilege as to the original communication between Mr. Ross and Mr. Holley, the burden shifts to Vallejo to demonstrate that American Canyon waived the privilege through disclosure of the communication with unnecessary third parties.

The attorney-client privilege may be waived, but only by the holder of the privilege. (McDermott, supra, 10 Cal.App.5th at p. 1101; Pham, supra, 246 Cal.App.4th at p. 668; Evid. Code, § 912 [“the right of any person to claim a privilege provided by Section 954 (lawyer-client privilege) . . . is waived with respect to a communication protected by the privilege if any holder of the privilege, without coercion, has disclosed a significant part of the communication or has consented to disclosure made by anyone”].) “It is wellsettled that a public entity enjoys an attorney-client relationship with its lawyers and the attorney-client privilege protects communications made in the course of that relationship.” (Wood v.

Superior Court (2020) 46 Cal.App.5th 562, 576; see also Roberts v. City of Palmdale (1993) 5 Cal.4th 363, 371.) “[A] local governing body is the holder of the attorney-client privilege with respect to written legal opinions by the governing body’s attorney.” (Roberts, at 5 Cal.4th at p. 373.)

As discussed above, American Canyon argues that Ceres does not apply to the instant dispute, because it is asserting an attorney-client relationship between Mr. Holley and Mr. Ross. However, the Court finds that the authority cited by Vallejo is closely if not

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directly on point. Ceres involved a dispute over communications between the City of Ceres (“City”) and a developer that were made while the developer was seeking approvals necessary to build a shopping center in the City and before such approvals were obtained. (Ceres, supra, 217 Cal.App.4th at p. 897.) The City in that case asserted “that the project had ‘the potential to be controversial’; that such communications therefore ‘were always made by and between legal counsel’ for the city and the developer; and consequently all the communications were privileged.” (Ibid.)

The court extensively discussed the relationship between a city and a developer during the pre-approval stage, stating:

The relationship between a lead agency and project applicant is unique. Before project approval, the agency must objectively judge whether the project as proposed is environmentally acceptable and therefore must make a decision about whether it will align itself with the applicant in part, in whole, or not at all. Only after approving the proposal can the agency be said to join forces with the applicant. There may be, and typically are, extensive communications between them, but they cannot yet be said to be “on the same side.” Before project approval, therefore, the agency does not have even partially common interests with the applicant. The nature of its interest is held in abeyance until it decides whether to approve the project.

In saying this, we do not mean to imply that the members of an agency's governing board are legally prevented from having a favorable opinion of a project from the outset. We also do not mean to imply that the agency and applicant should not work together on the [environmental impact report] EIR. Agencies and applicants routinely do so and CEQA contemplates that they will. The point is simply that the lead agency, as an agency, cannot have any commitment to the project as proposed until after environmental review is complete. This means its interests as it pursues the environmental review process are fundamentally not aligned with those of the applicant, and preapproval disclosure of communications by one to the other waives any privileges the communications may have had.

(Id., at p. 919.) Thus, the court concluded:

[T]he policies behind the attorney-client privilege and the attorney work-product doctrine do not support the suspension of waiver principles when communications are disclosed between agency and applicant before project

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approval. The purpose of the attorney-client privilege is to enhance the effectiveness of the adversarial system by encouraging candid communication between lawyers and their clients. This purpose does not include encouraging strategizing between a private applicant and a government agency to meet a future challenge by members of the public to a decision in favor of the applicant if, at the time of the strategizing, the agency has not, and legitimately could not, have yet made that decision. The purpose of the attorney work-product doctrine is to allow attorneys to advise and prepare without risk of revealing their strategies to the other side or of giving the other side the benefit of their efforts.

Before completion of environmental review, the agency cannot have as a legitimate goal the secret preparation, in collaboration with the applicant, of a legal defense of a project to which it must be still uncommitted.

(Id., at pp. 919–920.)

Here, American Canyon does not contend that the communications occurred after the project had received approval. Indeed, as declared by Ms. Chester, the at-issue correspondence relates to the preparation of a “water supply assessment for the Watson Ranch development.” (Chester Decl., ¶ 28.) A water supply assessment is required by certain projects that are subject to the California Environmental Quality Act (“CEQA”) pursuant to Water Code § 10910. Thus, American Canyon’s own evidence shows that the communications were made during the environmental review process rather than after the project has been approved.

Additionally, Entry No. 3 is dated February 11, 2016, which precedes the negotiations[2] regarding the Wilson Ranch Term Sheet by nearly a year, which is further evidence that the project had not yet been approved at the time the communications in Entry No. 3 were made. (See Separate Statement at 9:3-12.)

Given the foregoing, it is clear that American Canyon’s interest did not align with McGrath Properties such that the non-waiver doctrine of Evidence Code section 952 applies to the communication described in Entry No.

3. As established in Ceres, American Canyon’s “interests as it pursues the environmental review process are fundamentally not aligned with those of the applicant, and preapproval disclosure of communications by one to the other waives any privileges the communications may have had.” (Ceres, supra, 217 Cal.App.4th at p. 919.) Thus, Mr. Holley’s communication to McGrath Properties is subject to disclosure since it was shared with an unnecessary, adverse third-party, notwithstanding that Mr. Ross was copied on the email.

With respect to American Canyon’s argument that Mr. Holley could not waive the

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privilege on behalf of the City Counsel, the Court notes that Mr. Ross was a participant in the relevant communication. Evidence Code section 955 requires that “The lawyer who received or made a communication subject to the privilege under this article shall claim the privilege whenever he is present when the communication is sought to be disclosed and is authorized to claim the privilege under subdivision (c) of Section 954.” This provision creates a duty upon the attorney who is present to “claim the privilege” in order to avoid his/her client’s waiver thereof.

Indeed, to construe this provision as leaving the privilege intact even where no such claim is made by the attorney would effectively render this language meaningless. Here, there is no evidence that Mr. Ross objected to the email to McGrath Properties, despite being copied on the email, and thereby “claimed the privilege” under section 955. Mr. Ross’s failure to object supports the Court’s conclusion that the privilege has been waived as Mr. Ross had the opportunity and obligation to object to the email at the time it was sent, but based upon the evidence supplied here, apparently did not do so.

Additionally, to the extent Mr. Holley’s communication contained Mr. Ross’s work product, the Court notes that “[t]he attorney, not the client, is the exclusive holder of the work product privilege.” (Melendrez v. Superior Court (2013) 215 Cal.App.4th 1343, 1353.) By failing to object to the disclosure of his work product on an email he was copied on, Mr. Ross waived his right to subsequently object on that basis.

Therefore, in addition to waiving the privilege by disclosing the communication to McGrath Property representatives, American Canyon has also waived any claims of privilege through Mr. Ross’s failure to timely object to the disclosure.

Defendant’s objections on the basis of attorney-client privilege and work product protections are overruled. Vallejo’s motion to compel a further response is GRANTED with respect to Entry No. 3.

3. Entry Nos. 34-39, 42-44, 46-53, 55 and 66-68

The Privilege Log indicates these entries are a series of email correspondences between Attorney Michael Durkee, Mr. Ross, American Canyon, McGrath Properties, and engineering and design consultant representatives regarding preparation of a “term sheet” and a “development agreement” related to Watson Ranch. (Chester Decl. ¶ 31; Marchini Decl., Exh. H, at pp. 5-10.) Attached to the emails referenced in Entry Nos. 34 etc. are drafts of the term sheet and development agreement, as well as related correspondence. (Ibid.)

Vallejo contends that Mr. Durkee was retained not for the purpose of providing legal

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opinions, but rather as a negotiator to help American Canyon and developers of Watson Ranch overcome their adversarial positions. Thus, the dominate purpose of his retention was not related to his legal services.

In opposition, American Canyon presents evidence that it jointly retained Mr. Durkee with developer AC-1 and waived any conflicts (Declaration of William Ross (“Ross Decl.”), ¶ 3.), and that later retainer agreements were jointly entered into by American Canyon and AC-1 for Mr. Durkee’s continued representation of both parties in furtherance of the Watson Ranch project, including implementation of obligations and benefits outlined in a term sheet agreement and negotiation, drafting, and implementation of a Development Agreement. (Ross Decl. ¶ 4; Chester Decl. ¶¶ 20, 31; Marchini Decl., Exh. H, at pp. 4, 6.) The Court finds that American Canyon has satisfied its initial burden to establish privilege thereby shifting the burden to Vallejo to demonstrate otherwise.

The Court finds that Vallejo’s contention that American Canyon’s dominant purpose in retaining Mr. Durkee lacks merit. None of the cases cited by Vallejo involve a situation in which two parties jointly retained an attorney. For example, in Montebello Rose Co. v. Agricultural Labor Relations Bd. (1981) 119 Cal.App.3d 1, 31-32 the court concluded that some communications between an attorney and his employer relating to labor negotiations with a union were not protected by the attorney-client privilege because the dominate purpose of the communications was to advance the labor negotiations, not the attorney-client relationship. The court further noted that “[t]he [attorney-client] privilege does not apply to communications to an attorney who is transacting business that might have been transacted by another agent who is not an attorney.” (Id. at p. 32.)

Here, the parties were jointly represented and sought legal assistances with “implementation of obligations and benefits outlined in a term sheet agreement and negotiation, drafting, and implementation of a Development Agreement.” (Ross Decl. ¶ 4.) Obtaining assistance with drafting term sheets and agreements are “classic example of a client seeking legal advice from an attorney.” (Aetna Casualty & Surety Co. v. Superior Court (1984) 153 Cal.App.3d 467, 476.) In the absence of legal authority showing that an attorney’s communications with his joint clients loses protection simply because the attorney may facilitate negotiations as to the final terms between the clients, the Court finds that Vallejo has failed to satisfy its burden on this motion such that the motion must be denied as to these entries.

Thus, Vallejo’s motion to compel further responses to Entry Nos. 34-39, 42-44, 46-53, 55 and 66-68 is DENIED.

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IV.

Disposition

Accordingly, Vallejo’s motion is GRANTED with respect to Entry No. 3 and DENIED as to Entry Nos. 34-39, 42-44, 46-53, 55 and 66-68. Where the motion is granted, American Canyon shall serve its further responses consistent with this ruling no later than June 11, 2026.

Vallejo did not request sanctions. American Canyon requests sanctions in its opposition. However, given the mixed results, American Canyon’s request for sanctions is DENIED.

This minute order is effective immediately. No formal order or other notice is required. (Code Civ. Proc., § 1019.5; Cal. Rules of Court, rule 3.1312.)

[1] The Court notes that although Mr. Ross, the City Attorney whose work product was

sent and who was copied on Mr. Holley’s email, submitted a declaration in opposition to this motion, he did not attest to any facts related to the contents of the purportedly confidential communication identified in Entry No. 3 for purposes of establishing privilege and/or nonwaiver.

[2] Vallejo’s arguments regarding Entry Nos. 34-39, 42-44, 46-54, 55-66 and 68, which

include communications made during the negotiation of the Wilson Ranch Term Sheet are addressed below.