Cal. Univ. of Pa. v. Bradshaw

210 A.3d 1134

CALIFORNIA UNIVERSITY OF PENNSYLVANIA, Petitioner

v.Gideon BRADSHAW, Respondent

No. 1491 C.D. 2018

Commonwealth Court of Pennsylvania.

Argued: May 6, 2019

Filed: May 31, 2019

Michael S. Ferguson, Harrisburg, for petitioner.

Cary D. Jones, Washington, for respondent.

BEFORE: HONORABLE P. KEVIN BROBSON, Judge HONORABLE PATRICIA A. McCULLOUGH, Judge HONORABLE MICHAEL H. WOJCIK, Judge

OPINION BY JUDGE BROBSON

California University of Pennsylvania (the University) petitions for review of the October 15, 2018 final determination (Final Determination) of the Pennsylvania Office of Open Records (OOR) under the Right-to-Know Law (RTKL).¹ In the Final Determination, the OOR granted the appeal of Respondent Gideon Bradshaw (Respondent) and directed the University to provide Respondent with records related to donations from Manheim Corporation to The Foundation for California University of Pennsylvania (the Foundation) pursuant to Respondent's RTKL request. For the reasons that follow, we will affirm the Final Determination.

Respondent filed a RTKL request with the Open Records Officer of the University seeking "all records related to donations from Manheim [Corporation] to [the Foundation] between [January 1, 2008,] and [December 31, 2013], and all records identifying the uses of those funds." (Reproduced Record (R.R.) at 002a). The Open Records Officer denied Respondent's request on two bases: (1) the University does not possess donation records of the Foundation; and (2) the requested donation records are exempt from RTKL access pursuant to Section 708(b)(13) of the RTKL, 65 P.S. § 67.708(b)(13).

Respondent appealed the denial to the OOR. During the appeal proceeding before the OOR, Respondent submitted a copy of a Memorandum of Understanding (MOU) between the University and the Foundation. He argued that the MOU shows that the Foundation manages donations on behalf of the University, making the Foundation's records subject to RTKL requests directed to the University. The University submitted a position statement in which it explained that the requested records are exempt from disclosure under Section 708(b)(13) of the RTKL because Manheim Corporation is an "individual" for purposes of that section. In the Final Determination granting Respondent's appeal, the OOR first concluded that the University's position statement "no longer argue[d] that [the University] does not possess the requested records." (OOR decision, attached to Br. of Petitioner, Appendix A at 2.) The OOR then concluded, based on its own earlier decision,² that the requested donation records are not exempt from access and granted Respondent's appeal. The University petitioned this Court for review.

On appeal,³ the University argues that the OOR erred in determining that the requested records are not exempt from access under Section 708(b)(13) of the RTKL. The records are exempt, the University claims, because the word "individual" is not defined in the RTKL and must be construed under Pennsylvania law to include corporations as well as natural persons. The University also asserts that the OOR erred in determining that the University must disclose donation records of the Foundation.

We first address whether the requested records are exempt from disclosure under Section 708(b)(13) of the RTKL. That section provides:

(b) Exceptions. --Except as provided in subsections (c) and (d) [relating to redaction of financial records and aggregated data], the following are exempt from access by a requester under [the RTKL]:

....

(13) Records that would disclose the identity of an individual who lawfully makes a donation to an agency unless the donation is intended for or restricted to providing remuneration or personal tangible benefit to a named public official or employee of the agency, including lists of potential donors compiled by an agency to pursue donations, donor profile information or personal identifying information relating to a donor.

65 P.S. § 67.708(b)(13) (emphasis added).

The University urges us to construe the term "individual" as used in that section to include corporations and not only "natural persons" or human beings. In support of this, the University cites provisions from two Pennsylvania statutes which, it argues, must be read in pari materia with the RTKL and should compel us to construe the term "individual" to include corporations. First, the Associations Code⁴ gives to business and nonprofit corporations "the legal capacity of natural persons to act," including the power "[t]o make contributions and donations." 15 Pa. C.S. §§ 1501 -02(a)(9), 5501 -02(a)(9). Second, Section 301 of the Tax Reform Code of 1971 (Tax Code)⁵ provides that " ‘[i]ndividual’ means a natural person and shall include the members of a partnership or association and the shareholders of a Pennsylvania S corporation." The University claims that these statutes recognize a corporation as an individual and that Section 708(b)(13) of the RTKL does the same, thereby exempting records of corporate donations from access under the RTKL. In addition, the University argues that cases limiting constitutional privacy interests to natural persons are not relevant to the construction of "individual" under the RTKL.

Respondent argues that the definition of "individual" contained in the Statutory Construction Act of 1972 (the Statutory Construction Act)⁶ should control because the context of the RTKL does not clearly indicate otherwise. Respondent asserts that the General Assembly's use of the terms "individual" and "person" in the RTKL is consistent with the Statutory Construction Act's definitions and confirms that "individual" in Section 708(b)(13) of the RTKL means "natural person" and does not include corporations. As further support for that interpretation, Respondent cites case law restricting constitutional privacy interests to natural persons only.

The meaning of the term "individual" in Section 708(b)(13) of the RTKL is a matter of first impression to which we will apply principles of statutory construction.⁷ Initially, we note that all agency records are presumed public and accessible under the RTKL unless the agency proves by a preponderance of the evidence that the record is exempt from disclosure.

See Bowling , 75 A.3d at 457. Because of this presumption of accessibility and its underlying purposes, exceptions to access under the RTKL are to be narrowly construed. Pa. State Police v. McGill , 83 A.3d 476, 479 (Pa. Cmwlth. 2014) (en banc).

The Pennsylvania Supreme Court has outlined the appropriate approach to construing the RTKL: "Generally, the best indication of legislative intent is the statute's plain language. Further, the plain language of each section of a statute must be read in conjunction with one another, construed with reference to the entire statute." Bowling , 75 A.3d at 466 (citation omitted). Only when a statute is ambiguous, however, will a reviewing court look beyond the plain language of the statute to ascertain the General Assembly's intent. See id. ; see also Whitmoyer v. Workers' Comp. Appeal Bd. (Mountain Country Meats) , ––– Pa. ––––, 186 A.3d 947, 954 (2018) ("[I]n determining whether language is clear and unambiguous, we must assess it in the context of the overall statutory scheme, construing all sections with reference to each other, not simply examining language in isolation."). Of particular significance to our statutory construction analysis is Section 1991 of the Statutory Construction Act, 1 Pa. C.S. § 1991, which provides, in relevant part:

The following words and phrases, when used in any statute finally enacted on or after September 1, 1937, unless the context clearly indicates otherwise , shall have the meanings given to them in this section:

....

"Individual. " A natural person.

....

"Person. " Includes a corporation, partnership, limited liability company, business trust, other association, government entity (other than the Commonwealth), estate, trust, foundation or natural person.

(Emphasis added.)

Reading the RTKL as a whole, it is apparent that the General Assembly used two terms to identify the beneficiaries of certain exceptions to disclosure—"individual," the meaning of which is at issue in the instant case, and "person." The RTKL does not explicitly define either term. As we have discussed, however, the Statutory Construction Act defines both. An "individual" is a "natural person," while the broader term "person" includes both natural persons and other types of entities, such as corporations. See 1 Pa. C.S. § 1991. Under those definitions, a corporation is a "person," but it is not an "individual." As Respondent points out, the General Assembly's use of those two terms in Section 708 of the RTKL was deliberate. Instances of the term "individual" in that section obviously apply to natural persons only ("an individual's medical, psychiatric or psychological history," Section 708(b)(5) of the RTKL; "test scores of individuals, " id. at (b)(7)(iii); "life or physical safety of an individual ," id. at (b)(16)(vi)(E); "an individual who applies for or receives social services," id. at (b)(28)(i) (emphasis added)). In phrases applicable to both natural persons and other entities such as corporations, the General Assembly used the term "person" ("[d]eprive a person of the right to a fair trial or an impartial adjudication," id. at (b)(16)(vi)(B); "[c]orrespondence between a person and a member of the General Assembly," id. at (b)(29) (emphasis added)).

Applying Section 1991 of the Statutory Construction Act, we conclude that the context surrounding Section 708(b)(13) of the RTKL does not clearly indicate that the General Assembly intended to depart from the definitions set forth in Section 1991 of the Statutory Construction Act.⁸ Instead, context confirms that the opposite is true—the term "individual" in Section 708(b)(13), like other instances of that term in other exceptions, means "[a] natural person," as set forth in the Statutory...