OPINION
LANCASTER, Justice.
The Prior Lake American, a newspaper published in Prior Lake, Minnesota, sued the Mayor of Prior Lake and three members of the Prior Lake City Council (respondents), claiming that they violated the Minnesota Open Meeting Law when they invoked the attorney-client privilege exception to close a Council meeting.1 The district court granted respondents’ motion for summary judgment, holding that respondents’ need for confidential legal advice relating to a threat of litigation outweighed the public’s right to access. The Prior Lake American appealed and the court of appeals affirmed. To determine whether the attorney-client privilege exception to the Open Meeting Law applies, we balance the purposes served by the attorney-client privilege against those served by the Open Meeting Law. The exception applies when this balancing dictates the need for absolute confidentiality. In this case, the balancing does not dictate the need for absolute confidentiality and, therefore, we reverse and remand.
The parties agree that there are no material facts in dispute. Ryan Contracting Co. (Ryan) applied for a conditional use permit (CUP) to operate a gravel extraction site in the City of Prior Lake (City). Ryan’s application sparked concern from several sources, including the Shakopee Mdewakanton Sioux Community (SMSC), the Minnesota Department of Natural Resources, and the City. On January 18, 2000, Ryan sent a letter to the City that responded to several issues surrounding its application. The letter stated in part:
In 1997-98 Ryan Contracting had secured an approved grading permit allowing the removal of material from this property. The City of Prior Lake revoked Ryan Contracting’s approved grading permit while allowing an adjacent property owner and contractor to mine sand material from their property * * *. Ryan Contracting suffered severe financial harm as a result of the revocation of our approved grading permit. At this present time Ryan Contracting has voluntarily decided to comply with the City of Prior Lake’s request to apply for a Conditional Use Permit. In the event Ryan Contracting is denied its CUP as allowed by City ordinance or an EAW is required, Ryan Contracting will revise its application to include any or all of the above items [set forth in preceding paragraphs]. Furthermore Ryan Contracting may seek legal action to ensure proper handling and compliance of this matter as well as legal action to recover lost revenues and/or costs incurred as a result of actions by the City of Prior Lake.
[732]*732The Council’s first opportunity to consider Ryan’s letter took place at its regularly scheduled February 7, 2000, meeting.
The February 7, 2000, meeting was open to the public. Council members Ericson, Gundlach, Petersen, and Schenck attended, as did Mayor Mader. Lee Ann Schütz, the editor of the Prior Lake American, also attended the meeting.
The Council’s agenda included the following item: “Consider Approval of Report Regarding the Petition for Preparation of an Environmental Assessment Worksheet for Ryan Contracting’s Application for a Conditional Use Permit for Gravel Excavation.” The City’s staff presented its findings and recommended that the petition for an environmental assessment worksheet2 (EAW) be denied and that Ryan’s CUP application be approved.3
A discussion of the staffs report followed. Although Mader acknowledged that the petitioner had not submitted facts to prove that Ryan’s gravel excavation operation “would necessarily represent a risk to the water supply,” he believed that the petitioner had submitted facts showing that Ryan’s operation might pose a threat to the water supply. Mader continued, asking questions about the acreage that Ryan intended to mine, traffic concerns, and effects Ryan’s operation would have on water resources. Mader concluded, “I’m not persuaded that * * * there isn’t a potential environmental problem, nor * * * am I persuaded that this can be carried out without impact on neighboring properties, significant impact on neighboring properties.”
Gundlach followed Mader. Gundlach asked about an observation well, traffic concerns, an aquifer, noise concerns, enforcement of conditions attached to Ryan’s CUP, and tree replacement. Petersen spoke next. He believed that the Council should grant the petition for an EAW:
[T]he Mayor brought up a bunch of concerns that in denying this environmental assessment worksheet which I though[t] we were going to do here, and I just hardly can’t go along with that at this point. There are too many concerns that got brought up on that and so I have to change my opinion on that a little bit. I think if we go anyplace on this we’ll have to have that worksheet brought up. There are just too many things.
After Petersen’s questions, Schenck asked about the timing and cost of an EAW, dewatering, cleaning, the length of time it would take Ryan to complete its gravel extraction, road maintenance, and property reclamation. Ericson then stated that “it would be prudent for us to conduct an EAW since there have been significant issues raised this evening.”
Mader summarized his thoughts with respect to the petition for an EAW:
Let me again reiterate that I think there are some serious concerns [that] have been raised and I certainly am not comfortable, for example, that we’ve addressed the water issue carefully when our own documentation and the docu[733]*733mentation from the DNR and from the Council are both suggesting we should have an EAW. Our own data, at least from what I understand now, we also indicate that site is also within the well head protection area of the well that the Dakota Community has[.] * * * [I]t should be an obvious! ] conclusion that if State regulatory agencies are imposing well head protection for protection of water, I can’t understand how we could possibly justify going ahead with an excavation operation within a well head protection area just because it doesn’t happen to be our well. I think that would be inappropriate.
Mader addressed Ryan’s letter:
I’m looking at * * * a letter to the City from Ryan Contracting * * * which says “In the event Ryan Contracting is denied its CUP as allowed by City ordinance, or an EAW is required, Ryan Contracting will revise[] its application to include any or all of the above items.” Those are the items, incidentally, that have been previously determined to be objectionable * * *. The implication of that as I read it is “if you don’t give us what we want, we[’re] going to come back and add all those things that are so objectionable,” and I really have some problems with that. But more important, the next sentence says, “Ryan Contracting may seek legal action to ensure proper handling and compliance of this matter, as well as legal action to recover lost revenues and/or costs incurred as a result of actions by the City of Prior Lake.” Now, unless I don’t understand what that means, I think what that says is “hey City Council, if you don’t approve this tonight, we’re going to sue you.”
Mader then suggested that the Council retire to executive session:
I read this as a clear indication of a threat of litigation, and I am going to suggest to the rest of the Council members, that it is not inappropriate for the Council to meet in executive session to discuss any potential action that relates to potential litigation, and I’m not so sure that it wouldn’t be very appropriate for the Council to recess and go into executive session so that we can discuss with counsel in an executive session just how we should view this threat of litigation relative to the actions that are before the Council this evening.
Gundlach made a motion to recess into executive session and Ericson seconded the motion. Schenck questioned the propriety of the meeting’s closure:
[D]o we have enough here to legally retire into executive session? I know what this letter is getting at and we’ve got the CUP behind us, we require an EAW tonight, we move forward. There is no need for an executive session. Let them sue us.
Mader responded: “All I’m suggesting * * * is we do have the right to go into executive session when there is a threat of litigation, and I think this is a pretty clear threat. I assume you would agree! ] with that?” Schenck disagreed, regarding Ryan’s letter as “negotiation tactics, scare tactics.” The Council passed the motion. Mader, Gundlach, Petersen, and Ericson voted in favor of the motion and Schenck voted against it. The Council adjourned to executive session. Schütz objected to the meeting’s closure. Schenck did not participate in the executive session.
After the Council returned, the members explained why they retired to executive session. Mader said, “We went into executive session because of * * * the threat of litigation if we do not grant * * * the CUP petition and we do not deny the EAW.” He reasoned:
[734]*734I think it’s certainly appropriate that as a Council deliberates and makes decisions, that it do so, hopefully -without threat of litigation, but if there is a threat of litigation, the Council at least have an opportunity to hear from our counsel regarding what the implications of litigation would be and what the probability of litigation, that sort of thing. I think it’d be very imprudent for the Council to sit and make decisions without talking to its own counsel when there is implied litigation.
Gundlach “felt very strongly with that threat of lawsuit that we needed some counsel from our attorney.” He acknowledged the constraints imposed by the Open Meeting Law:
We are forbidden to discuss this stuff prior to the meeting * * * among each other due to the open meeting laws, and therefore, can only do it during a meeting either here in front of- everyone, or in a closed session where we feel we have confidential information we have to discuss with our attorney as to what our liabilities are, and I felt very strongly about that.
Petersen explained, “I feel we need a little bit of help from counsel on this, so that’s our reason for doing this.” Ericson stated, “There [are] a lot of issues as far as litigation that we discussed in executive session, and I just wanted to make sure I had the benefit of our legal counsel before making any decisions on this.” Mader summarized the events surrounding Ryan’s application: “The history on the project, the correspondence and that sort of thing, I certainly interpret that if we do not respond the way the petition [Ryan’s application for a CUP] has asked, that the threat of litigation is imminent.”
The Council unanimously passed a motion to direct the staff to prepare a resolution with specific findings of fact for requiring an EAW. On February 22, 2000, the Council adopted a resolution requiring an EAW.
In March 2000, the Prior Lake American commenced this litigation seeking a declaration that respondents violated the Open Meeting Law when they retired to executive session on February 7, 2000.4 In October 2000, the district court denied the newspaper’s motion for summary judgment and granted respondents’ motion for summary judgment. In its Memorandum of Law, the district court stated:
The Council demonstrated that there was a specific threat of litigation by a specific party, namely Ryan Contracting. Regardless of whether or not litigation was imminent, the Council needed advice from its attorney relating to that specific situation. Therefore, the type of advice sought by the Council rose above the level of mere general legal advice. Moreover, [respondents] have shown that the need to discuss the matter with the city attorney in confidence outweighed the public’s right to access. Accordingly, the court concludes that [respondents] did not violate the open meeting law and that [respondents] are entitled to summary judgment * * *.
The court of appeals affirmed:
In response to a threat from the contractor, respondents needed timely legal advice on specific acts and their consequences. That need justified the application of the exception. We agree with [735]*735the district court that the attorney-client privilege exception was properly applied.
Summary judgment “shall be rendered forthwith if the pleadings, depositions, answers to interrogatories, and admissions on file, together "with the affidavits, if any, show that there is no genuine issue as to any material fact and that either party is entitled to a judgment as a matter of law.” Minn. R. Civ. P. 56.03. On appeal from a summary judgment where there are no genuine issues of material fact, our review is limited to determining whether the district court erred in its application of the law. Associated Builders & Contractors v. Ventura, 610 N.W.2d 293, 298 (Minn.2000); Metro. Prop. & Cas. Ins. Co. v. Metro. Transit Comm’n, 538 N.W.2d 692, 695 (Minn.1995). We review de novo whether the district court erred in its application of the law. Employers Mut. Cas. Co. v. A.C.C.T., Inc., 580 N.W.2d 490, 493 (Minn.1998); Art Goebel, Inc. v. N. Suburban Agencies, Inc., 567 N.W.2d 511, 515 (Minn.1997).
The Minnesota Open Meeting Law was enacted in 1957. Act of Apr. 27, 1957, ch. 773, 1957 Minn. Laws 1043 (codified as amended at Minn.Stat. ch. 13D (2000)). It provides that “[a]ll meetings, including executive sessions, must be open to the public,” including those “of the governing body of a statutory * * * city.” Minn. Stat. § 13D.01, subd. 1(b)(4) (2000). Meetings may be closed under certain circumstances, however, including when “the closure is * * * permitted by the attorney-client privilege.” Minn.Stat. § 13D.05, subd. 3(b) (2000); see Minneapolis Star & Tribune Co. v. Hous. & Redev. Auth., 310 Minn. 313, 323, 251 N.W.2d 620, 625 (1976) (hereinafter HRA).
The Open Meeting Law serves several purposes:
(1) “to prohibit actions being taken at a secret meeting where it is impossible for the interested public to become fully informed concerning [public bodies’] decisions or to detect improper influences”; (2) “to assure the public’s right to be informed”; and (3) “to afford the public an opportunity to present its views to the [public body].”
St. Cloud Newspapers, Inc. v. Dist. 742 Cmty. Schs., 332 N.W.2d 1, 4 (Minn.1983) (citations omitted). These purposes are deeply rooted in the fundamental proposition that a well-informed populace is essential to the vitality of our democratic form of government.5
Because the Open Meeting Law was enacted for the public benefit, we construe it in favor of public access. State by Archabal v. County of Hennepin, 505 N.W.2d 294, 297 (Minn.1993); see St. Cloud Newspapers, 332 N.W.2d at 6 (stating that the Open Meeting Law “will be liberally construed in order to protect the public’s right to full access to the decision-making process of public bodies”). “The few exceptions that exist are carefully restrained to avoid abuse.” Archabal, 505 N.W.2d at 297; see St. Cloud Newspapers, 332 N.W.2d at 5 (“The Minnesota Legislature clearly intended that all meetings of public agencies be open, with rare and carefully restrained exception.”).
From 1957 to 1990, the Open Meeting Law’s text did not include an attorney-[736]*736client privilege exception. See Minn.Stat. § 471.705 (1988).6 In 1976, however, we recognized such an exception. HRA, 310 Minn. at 323, 251 N.W.2d at 625. In HRA, we confronted the conflict between “the basic principles of the attorney-client privilege” and “the public’s right to be informed of all actions and deliberations made in connection with activities geared to ultimately affect the public interest.” Id. at 318, 251 N.W.2d at 623. We recognized the exception “only after a thorough consideration of the record, which disclose[d] that the members of HRA were involved in active and immediate litigation.” Id. at 323, 251 N.W.2d at 625.
In HRA, we grounded our analysis on the fact that the supreme court has the power to administer the practice of law. Id. at 318, 251 N.W.2d at 623. That power allowed us to determine the scope of the attorney-client privilege within the context of the Open Meeting Law. HRA 310 Minn. at 320, 251 N.W.2d at 624. We described as “notable” a California case that faced a similar issue and quoted from it at length:
“The two enactments are capable of concurrent operation if the lawyer-client privilege is not overblown beyond its true dimensions. As a barrier to testimonial disclosure, the privilege tends to suppress relevant facts, hence is strictly construed. As a barrier against public access to public affairs, it has precisely the same suppressing effect, hence here too must be strictly construed. As noted earlier, the assurance of private legal consultation is restricted to communications ‘in confidence.’ Private clients, relatively free of regulation, may set relatively wide limits on confidentiality. Public board members, sworn to uphold the law, may not arbitrarily or unnecessarily inflate confidentiality for the purpose of deflating the spread of the public meeting law. Neither the attorney’s presence nor the happenstance of some kind of lawsuit may serve as the pretext for secret consultations whose revelation will not injure the public interest. To attempt a generalization embracing the occasions for genuine confidentiality would be rash.”
Id. at 320-21, 251 N.W.2d at 624 (quoting Sacramento Newspaper Guild v. Sacramento County Bd. of Supervisors, 263 Cal.App.2d 41, 69 Cal.Rptr. 480, 492 (1968) (citation omitted)). We emphasized the limited scope of the exception: “Clearly the blind application of the attorney-client privilege in all such cases without guidelines or limitations would potentially jeopardize the public’s right to be informed as required by the Open Meeting Law. Public matters should be discussed openly and freely * * HRA, 310 Minn. at 322, 251 N.W.2d at 625. We cautioned against unfettered application of the exception:
The attorney-client exception discussed herein would almost never extend to the mere request for general legal advice or opinion by a public body in its capacity as a public agency. We cannot emphasize too strongly that should this exception be applied as a barrier against public access to public affairs, it will not be tolerated, for this court has consistently emphasized that respect for and adherence to the First Amendment is absolutely essential to the continuation of our democratic form of government. It will be upheld, however, if the balancing of these conflicting public policies dictates the need for absolute confidentiality. The exception is therefore available to satisfy the concerns expressed herein but is to be employed or invoked cautiously and seldom in situations other [737]*737than in relation to threatened or pending litigation.
HRA, 310 Minn. at 323-24, 251 N.W.2d at 626.
Almost fourteen years after we decided HRA, the legislature amended the Open Meeting Law to include an attorney-client privilege exception. Act of May 3, 1990, ch. 550, § 2, 1990 Minn. Laws 1517, 1519 (codified at MinmStat. § 13D.05, subd. 3(b)). Respondents and amici curiae note that the 1990 amendment adopted the attorney-client privilege exception without limitation. We therefore address what impact, if any, Minn.Stat. § 13D.05, subd. 3(b), has on the attorney-client privilege exception as set forth in HRA. We are mindful that “[w]e have occasionally permitted a statute to stand as a matter of comity, even where the legislature has encroached somewhat upon a judicial function, so long as the statute does not conflict with this court’s inherent authority to make the final decision.” State by Humphrey v. Jim Lupient Oldsmobile Co., 509 N.W.2d 361, 363 (Minn.1993); see Sharood v. Hatfield, 296 Minn. 416, 424, 210 N.W.2d 275, 279 (1973) (noting that “this court has acquiesced in legislative acts prescribing administrative procedures for admission and discipline of attorneys as long as such acts did not usurp the right of the court to make the final decision”).
The supreme court, as we have noted, has the inherent power to regulate the practice of law. In re Zbiegien, 433 N.W.2d 871, 874 (Minn.1988) (per curiam); Sharood, 296 Minn. at 425, 210 N.W.2d at 280. We exercised this power in HRA to establish the attorney-client privilege exception to the Open Meeting Law. ‘Words and phrases which have acquired an established meaning by judicial construction are deemed to be used in the same sense in a subsequent statute relating to the same subject matter.” Minn. Wood Specialties, Inc. v. Mattson, 274 N.W.2d 116, 119 (Minn.1978); see State v. Gorman, 546 N.W.2d 5, 8 (Minn.1996) (stating that prior judicial efforts to define a term may guide a court’s interpretation of a statute). We do not discern any intent in Minn.Stat. § 13D.05, subd. 3(b), to change the exception from the one recognized by HRA. We therefore conclude that Minn.Stat. § 13D.05, subd. 3(b), is consistent with HRA Pursuant to the rule of HRA the attorney-client privilege exception to the Open Meeting Law applies when the balancing of the purposes served by the attorney-client privilege against those served by the Open Meeting Law dictates the need for absolute confidentiality. HRA, 310 Minn. at 324, 251 N.W.2d at 626.
Because the attorney-client privilege exception to the Open Meeting Law applies only when there is a need for absolute confidentiality, the scope of the privilege is narrower for public bodies than it is for private clients. The Restatement (Third) of the Law Governing Lawyers recognizes that an open meeting law may constrain a public body’s attorney-client privilege:
A narrower privilege for governmental clients may be warranted by particular statutory formulations. Open-meeting and open-files statutes reflect a public policy against secrecy in many areas of governmental activity. Moreover, unlike persons in private life, a public agency or employee has no autonomous right of confidentiality in communications relating to governmental business.
Id. § 74 cmt. b (1998). The considerations recognized in the Restatement make sense to us. Although the attorney-client privilege is available both to public bodies and to private clients, public bodies are subject to the Open Meeting Law whereas private clients are not. The attorney-client privi[738]*738lege is, therefore, available to public bodies as constrained by the Open Meeting Law.
Respondents rely on the final sentence of HRA to interpret the case as an adoption of a per se exception to the Open Meeting Law in cases of threatened or pending litigation. That sentence states: “The exception is therefore available to satisfy the concerns expressed herein but is to be employed or invoked cautiously and seldom in situations other than in relation to threatened or pending litigation.” HRA 310 Minn. at 324, 251 N.W.2d at 626. For the reasons set forth below, we reject respondents’ interpretation.
First, respondents’ interpretation amounts to a bright-line rule, but in HRA we rejected the notion that application of the attorney-client privilege exception to the Open Meeting Law is susceptible to bright-line rules. In fact, we said it would be “rash” to “attempt a generalization embracing” the circumstances in which the exception applies. HRA, 310 Minn. at 321, 251 N.W.2d at 624 (quoting Sacramento Newspaper Guild, 69 Cal.Rptr. at 492). Instead, we endorsed a case-by-case determination as to the exception’s applicability. Id. at 324, 251 N.W.2d at 626. Further, in an order denying a rehearing, we refused to “establish certain controlling procedures and standards” for application of the exception. Id. at 324-25, 251 N.W.2d at 626. In short, we did not adopt bright-line rules as to the exception’s applicability.
Second, the interpretation of the final sentence of HRA urged on us by respondents ignores its context. The preceding sentence endorses a balancing test: “[The attorney-client privilege exception] will be upheld, however, if the balancing of these conflicting public policies dictates the need for absolute confidentiality.” Id. at 324, 251 N.W.2d at 626.
Third, the sentence itself does not state that the exception may always be invoked when litigation is threatened or pending. Instead, it says that the exception is to be invoked “cautiously and seldom in situations other than in relation to threatened or pending litigation.” Id., 251 N.W.2d at 626.
Finally, the fact of threatened litigation does not necessarily mean that a public body has “the need for absolute confidentiality” in its dealings with its counsel. The need for absolute confidentiality is the justification for closing an otherwise open meeting — that was our overriding message in HRA. For these reasons, we cannot agree with respondents’ interpretation of HRA.
Application of HRA to the instant case reveals that the district court erred in its application of the law. First, we analyze the purposes served by the attorney-client privilege in this case. We have described the attorney-client privilege by reference to its statutory formulation7 and Wigmore’s classic explication:
(1) Where legal advice of any kind is sought (2) from a professional legal adviser in his capacity as such, (3) the communications relating to that purpose, (4) made in confidence (5) by the client, (6) are at his instance permanently protected (7) from disclosure by himself or by the legal adviser, (8) except the protection be waived.
8 John Henry Wigmore, Evidence § 2292, at 554 (1961), quoted in Kobluk v. Univ. of Minn., 574 N.W.2d 436, 440 (Minn.1998). The attorney-client privilege exists “ ‘to [739]*739encourage the client to confide openly and fully in his attorney without fear that the communications will be divulged and to enable the attorney to act more effectively on behalf of his client.’ ” Kobluk, 574 N.W.2d at 440 (quoting Nat’l Texture Corp. v. Hymes, 282 N.W.2d 890, 896 (Minn.1979)).
Here, the record does not reveal what respondents discussed in the closed meeting. Mader suggested that the Council adjourn to discuss Ryan’s threat of litigation. When the Council returned, Mader reiterated that respondents closed the meeting because of Ryan’s threat. Gund-lach, Petersen, and Ericson echoed Mad-er’s reasoning. We have no reason to doubt as a factual matter that respondents sought and received legal advice relating to Ryan’s threat during the closed meeting. As a legal matter the attorney-client privilege exists to facilitate communications between those who seek and those who give legal advice. As we have said, though, the privilege is narrower in the context of the Open Meeting Law and so the analysis cannot end here.
We now turn our attention to the other side of the balance: the purposes served by the Open Meeting Law in this case. We are particularly concerned in the context of this case with “the public’s right to be informed of all actions and deliberations made in connection with activities geared to ultimately affect the public interest.” HRA, 310 Minn. at 318, 251 N.W.2d at 623. The Council had before it the question of whether to require an EAW. When the Council adjourned to executive session, it had not yet decided whether to require the EAW.
The factors that determine whether to require an EAW are detailed and specific. The assessment of litigation risks is not among them. An EAW shall be prepared if a project “may have the potential for significant environmental effects.”. Minn. R. 4410.1100, subp. 6 (2001). To determine whether a project has the potential for significant environmental effects, the following factors are considered: (1) “type, extent, and reversibility of environmental effects”; (2) “cumulative potential effects of related or anticipated future projects”; (3) “the extent to which the environmental effects are subject to mitigation by ongoing public regulatory authority”; and (4) “the extent to which environmental effects can be anticipated and controlled as a result of other available environmental studies undertaken by public agencies or the project proposer.” Minn. R. 4410.1700, subp. 7 (2001). The Council did not need information regarding possible litigation with Ryan to determine whether Ryan’s project may have the potential for significant environmental effects. If an appeal were to be taken from the Council’s ultimate decision on the issue of whether to require an EAW, judicial review would be limited to determining whether the Council’s action was unreasonable, arbitrary, or capricious, using the enumerated factors. See Carl Bolander & Sons v. City of Minneapolis, 502 N.W.2d 203, 207 (Minn.1993). That analysis would not depend on “litigation risk.” Thus, the Council arguably inserted an additional, and non-public, factor into its EAW decision.
The fact that Ryan’s threat of litigation was worded partly in terms of “proper handling” of its application for a CUP can be construed simply as an expectation that land-use applicants have in every case — “proper handling.” While Ryan might sue if the Council required an EAW, the denial of an EAW might lead another party, such as the SMSC, to sue. Given the contentious nature of many land-use proceedings, we are concerned about the ramifications of holding that open meetings may be closed to allow council mem[740]*740bers to meet with an attorney about how to view a threat of litigation relating to a public matter that has yet to be decided. Such a holding might well eviscerate the Open Meeting Law. No doubt public bodies frequently face threats of litigation associated with their decisions.8 Threats of litigation notwithstanding, the public has a right “to be informed of all actions and deliberations” that affect the public interest. Balancing the policies behind the attorney-client privilege and the Open Meeting Law, it is clear to us that when a public body is deciding a matter within its jurisdiction, the threat that litigation might be a consequence of deciding the matter one way or another does not, by itself, justify closing the meeting.
The attorney-client privilege exception to the Open Meeting Law applies when a public body seeks legal advice concerning litigation strategy. “A basic understanding of the adversary system indicates that certain phases of litigation strategy may be impaired if every discussion is available for the benefit of opposing parties who may have as a purpose a private gain in contravention to the public need as construed by the agency.” HRA, 310 Minn. at 323, 251 N.W.2d at 625.
The record here is devoid of information about how, or whether, the private meeting would contribute to litigation strategy. Respondents did not identify, even in general terms, the type of information whose public disclosure would damage the City’s position in future litigation with Ryan. In contrast, in HRA the record clearly showed that the Housing and Redevelopment Authority (HRA) held closed meetings with its attorney to discuss litigation strategy in a case then pending in the United States District Court. Id. at 315, 251 N.W.2d at 621. An affidavit submitted by the HRA’s attorney revealed that the closed meetings were necessary to protect the HRA’s litigation strategy and to discuss settlement proposals. The affidavit stated in part:
“3. That after motions were argued before Judge Miles Lord in United States District Court on April 21, 1975 regarding proceedings with the Cedar-Riverside environmental litigation, our office, as attorneys for the Authority, felt it imperative that we meet with our clients to discuss some of the questions that had been raised thereby and the alternatives available to us in that litiga[741]*741tion. Accordingly, on April 23, 1975, [HRA’s attorneys] recommended a meeting with the Commissioners to discuss trial strategy and further recommend[ed] that said meeting be closed to the public and the press.
“4. That before said April 23 meeting, I explained to plaintiff * * * the reasons for which we were recommending that he be excluded.
“5. That the meeting was then held and matters discussed related solely to Cedar-Riverside environmental litigation strategy.
“6. That as general counsel to the Housing Authority we have exercised extreme caution in the recommendation of or participation in closed meetings. This has been because of the ultimate remedy of ‘ouster’ which exists in the Minnesota Open Meeting Law. On April 29, 1975, we received an offer of settlement of the Cedar-Riverside environmental litigation from [an] attorney for the Cedar-Riverside Defense Fund. On May 6,1975, a committee of the Housing Authority had on its meeting agenda this settlement offer. At the meeting, I advised the Commissioners of the offer, stated that it was my professional opinion that it would not be in the best interests of the Authority to discuss the settlement in the presence of the opposition, but stated that until the Open Meeting Law was clarified, I did not feel that I could recommend another closed meeting at that time. As a result, the Cedar-Riverside litigation item was removed from the agenda.
“7. That it is my opinion that our obligation as attorneys cannot be fulfilled unless we confidentially confer with our clients regarding this lawsuit. At the same time, it is our opinion that it would be extremely detrimental to the Authority to discuss trial strategy and settlement proposals in the presence of our litigating opposition. Failure to recognize an attorney-client privilege in this and similar matters will have a significant negative impact upon the Authority’s ability to effectively deal with litigation matters such as the Cedar-Riverside environmental suit.”
HRA, 310 Minn. at 316-17, 251 N.W.2d at 622. We recognized in HRA that “[t]he advisory meetings with the attorney were necessary to perhaps attain a settlement ultimately beneficial to the agency, the individual, and the general public.” Id. at 323, 251 N.W.2d at 625.
In avoiding bright-line rules as to timing, we have technically left open the possibility that the attorney-client privilege might legitimately be invoked before a substantive decision is made on the public issue before the public body. However, we note that invocation of the attorney-client privilege under such circumstances is fraught with peril. First, as we have emphasized today, the public has a right to be informed of all actions and deliberations made in connection with activities ultimately geared to affect the public interest. Id. at 318, 251 N.W.2d at 623. Moreover, the public’s input and its knowledge of the bases for the decisions of its elected officials lie at the heart of a democratic government. Rooted in the separation of powers doctrine,9 judicial review of [742]*742the decisions of public bodies is limited.10 If a public body closes its deliberations to obtain confidential advice of counsel during the course of its work on a public issue, review of its ultimate decision for arbitrariness and capriciousness is nearly impossible11 and the attorney-client exception could swallow the rule of public access.
The balancing of the policies served by the attorney-client privilege and the Open Meeting Law does not dictate the need for absolute confidentiality in this case. We hold, therefore, that respondents violated the Open Meeting Law when they closed the February 7, 2000, Council meeting. Because the lower courts found no such violation, they did not consider what remedies to impose, if any. Accordingly, we remand the case to the district court.
Reversed and remanded.