# Amicus Curiae Brief — Kelo v. New London > Briefs, arguments, decisions, and more. URL: https://www.frixlaw.com/law-library/documents/brief%3Amicro_IA40385016_0031%3A44 ## Record - **Collection:** Supreme Court brief - **Document type:** Amicus Curiae Brief - **Published:** January 1, 2005 - **Citation:** 545 U.S. 469 ## Text No. 04-108 IN THI Supreme Court of the United States a SUSETTE KELO, THELMA BRELESKY, PASQUALE CRISTOFARO, WILHELMINA AND CHARLES DERY, JAMES AND LAURA GURETSKY, PATAYA CONSTRUCTION LIMITED PARTNERSHIP and WILLIAM VON WINKLE, Petitioners. i CITY OF NEW LONDON and NEW LONDON DEVELOPMENT CORPORATION, Respondents. On Writ oF CERTIORARI TO THE SupREME Court OF CONNECTICUT BRIEF AMICUS CURIAE OF NEW YORK STATE URBAN DEVELOPMENT CORPORATION d/b/a EMPIRE STATE DEVELOPMENT CORPORATION IN OPPOSITION TO PETITION Josepu M. Ryan Joun R. Caso Aro Susan B. Katip* JACK KAPLAN CARTER LEDYARD & Mirpurn LLP 2 Wall Street New York, New York 10005 (212) 732-3200 * Counsel of Record Attorneys for Amicus Curtae TABLE OF CONTENTS Page Re Re Oe ae ree l SEE ee a eS 2 EERE EIS aen On ae Rene Se ea 3 Origin and Early Historic Use of EEE en eee ae 3 For Centuries, the Power of Eminent Domain has Been Used in The United States for Industrial and Commercial aE PEITTIITTITINITciaclctsieistcepenceiiinterheninseciainsesiietabieiiiineensisanirted 4 The Original World Trade Center ............ccccccccsecccceseesees 14 SU i cinisceectunnes 18 A. Revitalization of Times Square ..............c.ccc00000 18 i B. The New York Stock ES Se 21 The Supreme Court Has Historically Deferred Public Use Determinations to the Judgment of the Legislature ..............ccccccccsseseceeeeseee 23 UTI Sittin aac 27 TABLE OF AUTHORITIES FEDERAL CASES Berman v. Parker, 348 U.S. 26, 75 S. Ct. 98 (1954)............ 24, 25 Boom v. Patterson, 98 U.S. 403 (1879)........cccccccseeeseeeeeeseeeeeeeeeeees 4 Hawaii Housing Authority v. Midkiff, 467 U.S. 229, 104 Feet, a eee 26, 27 Kimball Laundry Co. v. United States, 338 U.S. 1, 69S. OT 24,n. 8 National Railroad Passenger Corp. v. Boston & Me. Corp., 503 U.S. 407, 112 S. Ct. 1394 (1992) cece 26 Rindge Co. v. County of Los Angeles, 262 U.S. 700 (BGS) ..0creccceccocersneseesesessenssonsnsessnnsecssnnsensinnnnnnnnnnnnnnnnEn 23-4 STATE CASES Boston and Roxbury Mill Corp. v. Newman, 29 Mass. LA UY | ee 9,10 Courtesy Sandwich Shop, Inc. v. Port of New York Au- thority, 12 N.Y.2d 379, 240 N.Y.S.2d 1 (N.Y. 1963), appeal dismissed 375 U.S. 78 (1963)..........008 16, 17 Fifth Avenue Coach Lines, Inc. v. City of New York, 11 N.Y.2d 342, 229 N.Y.S.2d 400 (1962)......cssccesseseereeeeeeenes 4 In re Fisher, 287 A.D.2d 262, 730 N.Y.S.2d 516 (1" Diap’t 2OB8 ) ...ccccccccccscoscossecesosenensSeensansnnnnneinnnnnnnnnnnnnEE 23 Great Falls Manufacturing Co. v. Fernald, 47 N.H. 444 (1067) .....00c 19 U.S.C. §1641; 19 C.F.R. §31. See Union Broker-age Co. v. Jensen, 322 U. S. 202 (1943) for a description of customs bro- A-16 port community.” §1(7). Government studies indicate that the bulk of export trade of the United States is done by less than 5 of all manufac- turing firms and accounts for only about 4% of the Gross Na- tional Product. One of the reasons for these small percentages is the relative difficulty which any American firm faces in enter- ing foreign markets. These markets are distant, there are cul- tural and language barriers, there are monetary problems and legal problems and monumental problems of red tape. Re- ciprocal problems face the potential foreign customer coming here to buy in the American market and the foreign merchant coming here to sell. One of the purposes of the World Trade Center is to provide services that can minimize these barriers. First of all, the overseas importer or exporter arriving in New York would not have to search around the commercial labyrinth of Manhattan to seek out assistance. He would know kers’ services and regulation. A-17 before-hand that the World Trade Center had an in-formation service which could supply him with names of suppliers and other international contacts, arrange introductions and smooth his way. He would know that there existed in the Center a World Trade Institute that would provide him with multi- lingual secretarial service, a library with research facilities and space for conferences on world trade. The American exporter would, of course, maintain headquarters for the exhibition of his goods and negotiation with his prospective foreign customer. Permanent exhibition space for goods offered in world trade by both American and foreign manufacturers would be available in much the manner of a permanent public world’s fair. The World Trade Center would offer prospective im- porters and exporters from both here and abroad a one-stop fa- cility. It would make it possible for an individual to complete an import and export transaction entirely within its walls, com- mencing with viewing the exhibited commodities and ending A-18 - ——_—_—~« — with the administrative services. This means a business man on buying trips from Great Britain, Israel, Brazil, India or any other nation would be able to conclude his transaction in one, or, at the most, several days. Other ports have begun to recognize the need. A public world trade center exists in San Francisco. A public world trade center exists in Houston. Florida has not only authorized a pub- lic world trade center in Miami, but its highest Court has ap- proved it as a public purpose. On June 20, 1962, the Supreme Court of Florida upheld the public purpose of the Inter-American Cultural and Trade Center to be provided under various Florida statutes by an Au- thority which is denominated a public corporation and agency of the State of Florida. State v. Inter-American Center Author- ity, 143 So. 2d 1 (Sup. Ct. Fla., 1962). The determination of public purpose was made in various connections, principal among which was the state constitutional provision prohibiting use of public funds primarily for the benefit of private parties. A-19 The nature of the proposed Center was explained more fully in a 1955 opinion of the Florida Supreme Court which is followed in the 1962 opinion. State v. Inter-American. Center Authority, 84 So. 2d 9 (Sup. Ct. Fla., 1955). The Court quoted and adopted the report of the Author- ity’s consultants that “the functional purpose of the proposed Center is to increase trade and strengthen cultural relations among the nations of the Western Hemisphere. This objective is to be accomplished mainly through industrial, commercial, educational and cultural exhibits of countries of the Western Hemisphere and other nations.” The Court rejected as in- applicable its own prior decision holding that it did not consti- tute a public use to acquire land for the purpose of leasing it solely for industrial development by private developers.’ * This best distinguishes the industrial development cases Respondents cited below, like Hogue v. Port of Seattle, 54 Wash. 2d 799, 341 P. 2d 171 (1959), to disestablish the public use of the present World Trade Center. The various States have split on the question of industrial development as a public use. In New York certain property may be taken to establish an industrial development for blight prevention. Cannata v. A-20 New York, even with its relative decline, is still the leading port and. therefore, still has the greatest opportunity to employ the traditional concept of a permanent public fair or market place for world trade to enhance its position. Most of the overseas prospective buyers will reach the Port of New York first. The idea is to meet all theirneeds in this Port and to attract them to ship through it. The provision of this centralized accommodation of a permanent market place with exhibition and related facilities for goods moving in world trade clearly fits the public purpose tests of the cases dealing with public fairs and markets. In dealing with the 1939 World’s Fair, the Court af- firmed, without opinion. an Appellate Division decision which cited Bush Terminal Co. v. City of New York in rejecting a me- City of New York, 11 N.Y.2d 210 (1962), app. dism. 371 U.S. 4 (1962). A-21 chanics lien on World’s Fair property. John Kennedy & Co. Inc. v. New York World's Fair 1939 Inc., 288 N.Y. 494 (1940). The Second Department said 260 App. Div. 386, 389 (1940): “It would seem that under the authorities, the World’s Fair is of such a nature that it is a ‘public purpose.’ The Fair has the sponsorship, in different degrees, of the city, State and Fed- eral Governments. It includes exhibits of art, science, business, states and nations, and educa- tional and recreational facilities. .. . any surplus resulting is to be turned over to the city and the State for public purposes.” The World Trade Center, as a facility intended to pro- vide a permanent benefit to the entire economy and not just a temporary stimulus and edification presents an a fortiori exam- ple of a public purpose. The Coliseum on Columbus Circle in New York City is a public exhibit hall, owned by the Triborough Bridge & Tun- nel Authority. The site was condemned for slum removal pur- poses. In Kaskel v. Impellitteri, 306 N. Y. 73 (1933). Judges Van Voorhis and Fuld, while dissenting from the majority hold- ing that the site was properly taken for slum removal, neverthe- A-22 less concluded in a dictum that the Coliseum is for a “public purpose.” (p. S5) A public fair with provision for exhibits and exhibition facilities is hardly a new idea in this State. A State Fair was called for by Ch. 346, Laws of New York 1900 and it is today a duty of the State Department of Agriculture and Markets to hold such a State Fair annually. Agriculture and Markets Law §16 (28); §31. Since Ch. 870, Laws of New York 1939, this State has had an Industrial Exhibit Authority for “a state or in- terstate or international industrial exhibition in connection and cooperation with the annual state fair.” Public Authorities Law §§ 1653-4. Public markets similarly have a traditional acceptance as a public use in this State. Their history, going back to 1686, was traced in Matter of Cooper, 28 Hun 515 (1883), app. dism. 93 N.Y. 507 (1853). The philosophy of the 1962 Legislatures is not better expressed than in this 1883 Court decision. At page 525 the Court said: A-23 . . The learned counsel for the appellant, ... seems to think that because all persons for the sale of commodities would not be admitted to the market, it is not a public market for a public use. But this is a grave error. It is a market for the concentration of a particular kind of produce, a centralization of it so to speak, and a benefit to the public, who know that in a particular locality they can find the articles designated to be sold there.” Times have changed, the problem is greater, the solu- tion requires a greater effort and the subject of the fair and mar- ket place under inquiry is the more significant one of world trade rather than local produce. The public purpose persists. It has already been so held for an International Trade Mart in Mi- ami, State v. City of Miami, 76 So.2d 294, 297 (Sup. Ct. Fla.. 1954). Here the public purpose is fortified because it joins to- gether the public purposes of port preservation and develop- ment, public markets and public fairs. (6) The effectiveness and wisdom of the remedy are for leg- islative determination. While it is true, of course, that the question of public A-24 use is ultimately a judicial one, controlling weight is nor- mally given to legislative and gubernatorial findings and con- clusions such as those in the present case. In fact, the United States Supreme Court has said: “... when the legislature has spoken, the public interest has been declared in terms well-nigh conclusive. In such cases the legislature not the judiciary, is the main guardian of the public needs .. . Berman. v. Parker, 348 U. S. 26, 32 (1954) (Emphasis added.) The 1962 Act itself contains extensive declarations, findings, and conclusions of the two States all of which estab- lish that effectuation of the World Trade Center will constitute a governmental and public use within the meaning of our state and federal Constitutions. Typically, §10 recites the States’ agreement that effectuation of both the World Trade Center and the Hudson Tubes railroad: “ . . will be in all respects for the benefit of the people of the states of New York and New Jer- sey, for the increase of their commerce and prosperity and for the improvement of their health and living conditions; and the port author- ity and any subsidiary corporation incorporated for any of the purposes of this act shall be re- A-25 project garded as performing an essential governmental ing our manufacturers to exhibit their products function in undertaking the effectuation thereof, in such permanent trade fairs.” (Emphasis and in carrying out the provisions of law relating added.) thereto.” There is nothing to the Respondents’ suggestion that The Legislatures determined that the effectuation of the the States have any burden to prove to the Court’s satisfaction that the World Trade Center will in fact halt the decline of the “ .. . by the port authority has the single object of preserving, and is part of a unified plan to aid Port’s relative economic position. This Court has said in the preservation of, the economic well-being of the northern New Jersey-New York metro- “ “Where the question of what the facts establish politan area and is found and determined to be in is a fairly-debatable one, we accept and carry the public interest.” (§1 (9)) into effect the opinion of the legislature’. . . . In other words, was the legislative choice without Section 14 declares that property required for the pur- rational basis?” Lincoln. Bldg. Associates v. Barr. | N.Y.2d 413, 415, 418 (1956). poses of the Act is “required for a public use.” The Legislatures recited their belief that realization of The Senate Commerce Committee Report (No. 744, their purpose “will materially assist in preserving for the two 1961) on the proposed United States Foreign Commerce Act states and the people thereof the material and other benefits of a declares (p. 10): prosperous port community.” (§1 (7)) The Governor, in his “ .. there has been expressed a need for perma- nent exhibits of our products both overseas and message of approval, said that “The Center will be an essential in the United States. The Department of Com- merce has already made a start in this direction and effective factor in attracting and retaining for the Port of by opening its center in London. The plan of the Port of New York Authority to establish a per- New York its proper share of world commerce.” (McK. Sess. manent trade center in our Nation s largest city is, similarly, an admirable project. The De- Laws 1962, p. 3613). partment of Commerce should take an active lead in fostering such centers, and in encourag- We recognize, of course, that the Court is not abso- A-26 A-27 lutely bound by these legislative findings. But they cannot be rebutted merely by the Respondents’ questioning whether the legislative remedy of a World Trade Center is wise and will actually work to correct the existing evil. Certainly as this Court said in People v. Nebbia, 262 N. Y. 259, 265 (1933) : “The legislative declaration of facts ... was enti- tled to great respect and was confirmed by common knowledge.” This Court’s holding was affirmed by the United States Supreme Court which said: “The legislature is primarily the judge of the ne- cessity of such an enactment ... .” 291 U.S. 502, 537-8 (1934). The same rule was clearly set forth by Chief Judge Lehman in upholding mortgage moratorium legislation in East New York Savings Bank v. Hahn, 293 N. Y. 622, 627 (1944), aff'd, 326 U. S. 230 (1945): “ .., the legislative findings are entitled to great weight and the legislative remedy will not be stricken down unless its invalidity is clearly es- tablished.” In Lincoln Bldg. Associates v. Barr, | N.Y¥.2d 413, 415 A-28 (1956), this Court said that: “A legislative enactment carries with it a strong presumption of constitutionality, i.e., it is pre- sumed to be supported by facts known to the Legislature. } +++ “Nor may courts substitute their judgment for that of the Legislature so long as there can be discovered ‘any state of facts either known or which could reasonably be assumed” to afford support of the legislative decision to act.” (Emphasis added.) See also DeVeau v. Braisted. 5 N.Y.2d 236, 241-2 (1959), aff'd.363 U.S. 144 (1960). Remembering that the Act cannot be invalidated unless there are no “facts either known or which could reasonably be assumed” and unless the determination is “without rational ba- sis,” how can the Legislatures be called irrational in making the determinations underlying this Act? By the same token, the public use cannot be destroyed because of the architectural treatment of the structures to accommodate the functions, ac- tivities or services to be centrally accommodated. Whether one tall building will serve the public use better than two low fiat A-29 buildings is an administrative determination of detail, without constitutional significance. (7) The appropriateness of a public agency to administer the program. The States have found that the Port Authority “is the proper agency to act in their behalf” to effectuate this public facility. (§1(8))° The basic reason, as reported to the Legislatures, is that a private company must have the objective of maximum profit and derive a maxi-mum economic return on its investment in every square foot of land and structure. The World Trade Cen- ter concept cannot possibly be accomplished with such an ap- proach. To begin with, the United States Government requires hundreds of thousands of square feet of expensive land and structures in the Center to accommodate its customs space. The * It is legally immaterial, of course, whether or not only a public agency could accomplish this public purpose, Cf. New York City Housing Authority v. Muller, 270 N.Y. 333 (1936); Can- nata v. City of New York, 11 N.Y.2d 210 (1962), app. dism., A-30 Federal Government has obvious economic advantages in con- structing its own accommodations which no private developer enjoys. The Government therefore would not expect to pay over the years as much rent as an ordinary private business would pay for the same space. A public agency like the Port Authority can narrow the gap between a private developer’s cost base and the theoretical cost base of the Federal Government itself. It can do so even within the confines of its statutory and contractual responsibilities to support its own facilities without burden to the taxpayers. | Furthermore, the whole concept of the World Trade Center is to centralize as many tenants of the world trade com- munity as possible, even though their individual space require- ments may not be large. A private developer procures maxi- mum economic advantage by having as few ten-ants as possible with large individual holdings, instead of a multitude of smaller tenancies. Again, the World Trade Information Service could be 371 U.S. 4 (1962). A-31 provided only by a public agency because it cannot be expected to furnish a substantial financial return and would simply be a wasteful use of equivalent space in private-ownership. Finally, on the most optimistic cost estimates, the World Trade Center would be in the red for years. We reported to the Legislatures that we would expect that it would not be- come self-supporting until the tenth year after the commence- ment of its construction. Perhaps private investors can be found who would willingly assume a ten year moratorium on any re- turn and would contribute in addition to their original invest- ment operating and debt service losses that would be incurred over a decade, all in the expectation of a fairly meager return judged by the standards of the private investment market. We doubt it and the Legislatures doubted it, and they were not will- ing to wait any more than they were willing to wait for slum clearance or urban renewal to be accomplished exclusively by private developers looking for profit alone. A-32 — (8) The World Trade Center is no less a public use because space therein would be leased to public and private ten- ants. Respondents contend that condemnation for World Trade Center purposes would not be for a public use since the Act contemplates the leasing of space to the persons who would be centrally accommodated. Respondents therefore characterize the facility as only a “real estate business.” Respondents’ assertion is almost identical to that made and rejected in Bush Terminal Co. et al. v. City of New York, 282 N. Y. 306 (1940). There as here, it was contended : “The Port Authority is purely and simply the landlord. Similar space for the institution of an Inland terminal by the carriers jointly might well be arranged with the owner, for instance, of the Chrysler Building or the Empire State Building or of any other building within the City of New York.” (Appellants’ Brief in Bush, p. 32). In Bush, as in the present case, the leasing of the facil- ity by the Port Authority was the very public purpose which the Legislature had authorized the Port Authority to effectuate. The New Jersey Supreme Court has recently expressly A-33 Stated that a study of the Bush opinion “leads us to accept its basic principle,” although it found the building in question tax- able under the particular statutory definition. Borough of Moo- nachie v. Port of New York Authority. 38 N. J. 414 (1962). In Matter of Mayor of the City of New York, supra, this Court sustained the condemnation of land for marine terminal improvements against a challenge that, because the City in- tended to lease them to private companies for exclusive use, the taking was not for a public use. This Court said (135 N. Y. at pp. 263-4) : “Land which is thus taken is taken for a public use, although some portion of all the land actu- ally used may be thereafter in the discretion of the city, divided off and placed in the exclusive possession of a lessee for the sole purpose of us- ing it in the trans-action of the necessary busi- ness connected with the loading and unloading of passengers and cargoes of ships and steam- ers.” This Court has said: “The modern city functions in the public interest as proprietor and operator of many activities formerly and in some instances still carried on by private enterprise.” New Fork City Housing A-34 Authority v. Muller, supra, 270 N Y. 333, 342 (1936). See also Berman v. Parker. 348 U.S. 26, 33-4 (1954). To this day almost all New York City and Port Author- ity piers are leased for the exclusive use of individual private companies. Public airports, public markets, public bus and truck terminals, public fairs and public housing almost universally include space and structures leased to private persons for their exclusive use. We know ‘hat in asking the Court to appraise the basic World Trade Center concept we bear the burden of the fact that a World Trade Center may look like an ordinary private office building, such as a real estate venturer might build. By the same token, a public housing facility looks exactly like a private apartment house. And the State Office Building in Albany looks like a private office building. So does the Port Authority’s Inland Terminal Building, upheld by this Court in Bush Termi- nal Co. v. City of New York, 282 N. Y. 306 (1940), supra. Pub- lic purpose is not destroyed by such external similarities. A-35 Respondents habitually make a related statement—that the World Trade Center has no other purpose than to produce surpluses to offset the anticipated deficits of the Hudson Tubes. This is simply not true and there is not a word in the record which supports it. If the suggestion is that the Port Authority has a secret intent to exceed the legislative authorization then, aside from the falsity of the charge, it is utterly ramatastel at this point in judging the constitutionality of the legislative de- termination. If it is meant that the Legislatures had an ulterior motive in authorizing a facility which is properly classed as a public purpose, then, aside from its falsity, it should be ob- served that the motive of the Legislatures is legally immaterial. As stated in New Orleans v. Warner, 175 U.S. 120, 145 (1899), “from the case of Fletcher v. Peck to the present time, we have uniformly refused to in-quire into the motives of legislative bodies.” If such unsupported and false accusations are to be al- lowed to raise questions as to the constitutionality of the statute, A-36 then the presumption of constitutionality has been repudiated. “While this presumption is rebuttable, unconstitutionality must be demonstrated beyond a reasonable doubt.” Wiggins v. Town of Somers. 4 N. Y. 2d 215, 218 (1958). (Emphasis added.) When the Legislature makes a finding and lists the statute’s objectives, “mere disagreement may not cast doubt on the stat- ute’s validity.” New York State Thruway Authority v. Ashley, 10 N.Y. 2d 151, 156 (1961). (9) While the concept of public use is expanding to meet the public need, the World Trade Center meets the most traditional test of a public use. Our Courts have always held that the concept of public use tends to be co-extensive with the public need in changing times to meet current public problems which can only be met effectively by use of the eminent domain power. New York City Housing Authority v. Muller, 270 N.Y. 133, 340 (1936). The most recent and authoritative discussion of the problem is the recent decision of the Court of Appeals in Can- nata v. City of New York, 11 N. Y. 2d 210 (1962), app. dism. A-37 371 U. S. 4 (1962). That case concerned the constitutionality of a Statute authorizing New York City to condemn predominantly vacant property for sale to private industrial developers if the property would merely “tend to arrest the sound growth of the community” even though the property was itself “without tan- gible physical blight” and might not even “tend to create slums and blight areas.” In that case the owners of homes which were neither substandard nor unsanitary sought a declaratory judgment that the act was unconstitutional as applied to them. Chief Judge Desmond writing for the Court said that “an area does not have to be a ‘slum’ to make its redevelopment a public use nor is public use ne- gated by a plan to turn a predominantly vacant, poorly developed and organized area into a site for new industrial buildings.” (p. 215) We cite Cannata at this point not because we rest our claim on slum clearance or urban renew-al grounds.° We cite it ® The present Act (§7) would permit the Port Author-ity, for World Trade Center purposes, to cooperate with the City of New York, if the City selected the Hudson Tubes-World Trade A-38 because it is the latest case on the law of public use and reflects acceptance of a public use concept much broader than is re- quired to encompass the World Trade Center. In Cannata, unlike this case, the property taken did not end up in public ownership but was sold outright to private per- sons. There no facility resulted, to continue to operate in the public service, but rather an “industrial park” of private facto- ries. And none of the occupants were, in Cannata governmental agencies nor public utilities, whereas the principal occupants of the World Trade Center would be Federal, State, local and for- eign governmental agencies and common carriers and other regulated businesses affected with a public interest. In Cannata the determination and selection of site lim- its was not even made by the Legislature itself, as in this case, Center area for urban renewal purposes. In view of the sub- standard, deteriorated condition of the area the urban renewal approach to land acquisition will receive active consideration. If the statutory standards are met condemnation of this area for the conceded public purpose of urban renewal would, of course be beyond challenge on constitutional grounds. Kaskel v. Jmpellit- teri, 306 N. Y. 73 (1953). A-39 but under delegated authority to local agencies with only a set of standards to govern the delegation. The trend of the cases in this State, culminating in the Cannata case, has been an ever broadening view of what con- stitutes a public use for which property may be taken by a pub- lic agency. In this case, however, we are not asking the Court to advance the public use concept. Our principal cases are an 1883 case afinouncing that public markets constitute a public use (Matter of Cooper, 28 Hun 515, app. dism. 93 N.Y. 507). and an 1892 case which said that it was a public use to accommo- date the necessities of oceanborne commerce using the Port of New York (Matter of Mayor. 135 N. Y. 253). In both these cases, the City was to be a landlord and, we suppose, was a “real estate venturer” in one sense of the term, But in both, this Court discerned the true public purpose, ignored the surface similarity to private operations and permitted the Legislature to discharge its responsibility to promote the general welfare. A-40 --- Source: Frix Law Library, https://www.frixlaw.com/law-library/documents/brief%3Amicro_IA40385016_0031%3A44. Public record. Not legal advice.