Walker I Investments v. Sunpeak Ass'n, 2015 UT App 216, 359 P.3d 675 (records request, emails and phone numbers).

359 P.3d 675 (2015)
2015 UT App 216

WALKER I INVESTMENTS, LLC, Plaintiff and Appellant,
v.
SUNPEAK Association, Inc., Defendant and Appellee.

No. 20140085-CA.
Court of Appeals of Utah.
August 27, 2015.

 

Walker, a unit owner, sent the association a written request to inspect and copy various association records under the Utah Revised Nonprofit Corporation Act.  Among the records requested were the association’s membership list, meeting records, insurance policies, and contracts. Walker stated several reasons for its request, including facilitating the sale of Walker’s property, verifying the association’s compliance with legal requirements and the subdivision governing documents, and investigating the cost and nature of services the association procured.

The association produced

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676*676 John D. Morris, Salt Lake City, and Robert S. Rosing, Midvale, for Appellant.  Bruce H. Shapiro, Salt Lake City, for Appellee.

Judge KATE A. TOOMEY authored this Memorandum Decision, in which Judge GREGORY K. ORME concurred. Judge J. FREDERIC VOROS JR. concurred in part and dissented in part, with opinion. 

Memorandum Decision 

TOOMEY, Judge:

¶ 1 Walker I Investments, LLC (Walker) appeals from the district court's order denying its request for access to certain records maintained by Sunpeak Association, Inc. (the Association). We affirm.

¶ 2 Walker owned real property located in a Park City, Utah subdivision. Because of its ownership, Walker was a member of the Association, which is incorporated under the Utah Revised Nonprofit Corporation Act (the Act).

¶ 3 In July 2013 — in the midst of an unrelated and ongoing lawsuit between Walker and the Association — Walker sent a letter to the Association asserting its rights under the Act and demanding access to various documents for inspection and copying. Among other things, Walker requested access to the Association's annual meeting records, insurance policies, contracts, and membership list. Walker asserted several purposes for its request, including facilitating the sale of Walker's property, verifying the Association's compliance with applicable laws and with its organizing documents, and investigating the cost and nature of services provided to the Association.

¶ 4 The Association produced some, but not all, of the requested documents in response to Walker's demand letter. In addition, the Association asserted that prior to Walker's request, it had already disclosed a portion of the requested documents during the course of the parties' litigation. The parties engaged in a series of communications regarding Walker's documents request, but the Association ultimately refused to produce the additional, undisclosed documents.

¶ 5 In September 2013, Walker filed the present action, petitioning the district court to order the production of the requested 677*677 records and seeking an award of attorney fees and costs under the Act. The court heard oral arguments. Walker argued that because it had a proper purpose for its demand, it had a statutory right under the Act to inspect any of the Association's records. The Association responded that Walker lacked a proper purpose to access several of the records. One particular point of contention during the hearing concerned Walker's demand to inspect and copy a list of the email addresses and phone numbers of the Association's members. Walker asserted that communicating "efficiently" and "cost effectively" with other members regarding the Association's operations was a proper purpose. The Association countered that the email addresses and phone numbers of its members constituted private information it was not required to disclose.

¶ 6 The district court granted Walker partial relief. It ordered the Association to produce or "make available for inspection and copying" several records previously withheld. But the court also concluded that the Association was not required to produce other records, specifically the email addresses and phone numbers of the Association's members. The court's rationale was that Walker "[did] not have a proper purpose in requesting more than the name and address of the members of the Association." It reasoned that the Association "has produced documentation containing the names and addresses of the members which provides a sufficient method to contact the members."

¶ 7 Further, the court denied Walker's request for attorney fees, concluding that the Association had demonstrated it "had [a] reasonable basis for doubt about the right of [Walker] to seek records." As a result, the court found the Association had "refused inspection and copying in good faith." Under these circumstances, the court determined that an award of attorney fees was not warranted. Walker appeals.[1] 

I. Records Access 

¶ 8 Walker challenges the district court's denial of its request to access the Association's members' email addresses and phone numbers, arguing that the court erred in interpreting and applying the Act.  Specifically, Walker argues the list constituted "any record of the Association" that Walker had a "proper purpose" to inspect and copy under the Act.[2]  "The proper interpretation and application of a statute is a question of law which we review for correctness, affording no deference to the district court's legal conclusion."  Gutierrez v. Medley, 972 P.2d 913, 914-15 (Utah 1998).  Because we conclude that the Act only requires the Association to produce a list of its members' names and addresses, we need not decide whether Walker had a proper purpose for demanding access to the email addresses and phone numbers of the Association's members.

¶ 9 The Utah Revised Nonprofit Corporation Act requires nonprofit corporations to maintain various records related to their operations. 678*678  Utah Code Ann. § 16-6a-1601 (LexisNexis 2013).  It also allows members of a nonprofit corporation to inspect and copy the records of the nonprofit corporation, provided that certain conditions are met. Id. § 16-6a-1602; see also id. § 16-6a-710(2) (providing voting members the right to request a member list).  A member has the right to inspect and copy some records kept in the nonprofit corporation's principal office upon a written demand.  Id. § 16-6a-1602(1); see also id. § 16-6a-1601(5).  In addition, a member may inspect and copy "any of the other records" as long as a written demand is made "in good faith" and "for a proper purpose."  Id. § 16-6a-1602(2).

¶ 10 The Act specifically sets forth the scope of a member's right to inspect a non-profit corporation's records of its members. Id. § 16-6a-1603(4).  To fulfill a member's request to inspect the nonprofit corporation's records regarding its members, the nonprofit corporation may "furnish[] to the ... member a list of directors or members that ... complies with Subsection 16-6a-1601(3)," id., which requires a nonprofit corporation to "maintain a record of its members in a form that permits preparation of a list of the name and address of all members," id. § 16-6a-1601(3).  Thus, a nonprofit corporation may satisfy a member's demand to access the nonprofit corporation's records of its members under section 16-6a-1603(4) by furnishing "a list of the name[s] and address[es] of all [its] members."  See id. §§ 16-6a-1601(3), -1603(4).

¶ 11 Here, we

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