advice, “[a] party seeking to withhold discovery based upon the attorney-client privilege must prove that all of the. communications it seeks to protect were made ‘primarily for the purpose of generating legal advice.’ ” Griffith v. Davis, 161 F.R.D. 687, 697 (C.D.Cal.1995) (citation omitted); see also N.C. Elec. Membership Corp. v. Carolina Power & Light Co., 110 F.R.D. 511, 514 (1986) (“In order for the privilege to apply, the attorney receiving a communication must be acting as an attorney and not simply as a business advisor.”). Whether an attorney-client relationship exists is a question of law, but the decision is dependent on the facts. Sky Valley Ltd. P’ship v. ATX Sky Valley, Ltd., 150 F.R.D. 648, 652 (N.D.Cal.1993); United States v. Layton, 855 F.2d 1388, 1406 (9th Cir.1988) (<HOLDING>). Further, when deciding what constitutes legal
holding that deciding factor is what perspective client not lawyer thought holding that no one factor is determinative and the weakness of  one factor may be overborne by the strength of the others holding factor b is not unconstitutionally vague recognizing that court need not address each hahn factor if defendant does not raise issue relating to that factor holding that concealment is just one factor to consider and is not a mandatory element