Trump v. Mazars USA LLP

560 F.Supp.3d 47

Donald J. TRUMP, et al., Plaintiffs,

v.MAZARS USA LLP, Defendant,Committee on Oversight and Reform of the U.S. House of Representatives, Intervenor-Defendant.

Case No. 19-cv-01136 (APM)

United States District Court, District of Columbia.

Signed August 11, 2021

Cameron Thomas Norris, William S. Consovoy, Consovoy McCarthy PLLC, Arlington, VA, Patrick Neilson Strawbridge, Pro Hac Vice, Consovoy McCarthy PLLC, Boston, MA, for Plaintiffs.

Henry Frederick Schuelke, III, Lawrence H. Wechsler, Blank Rome, LLP, Laura Nachowitz Steel, Wilson Elser Moskowitz Edelman & Dicker, LLP, Washington, DC, Jerry Daniel Bernstein, Pro Hac Vice, Blank Rome LLP, New York, NY, for Defendant.

Douglas N. Letter, Josephine T. Morse, Megan Barbero, Todd Barry Tatelman, Brooks McKinly Hanner, Office of General Counsel for U.S. House of Representatives, Alan D. Strasser, Brandon Lee Arnold, David Hunter Smith, Jennifer Suzanne Windom, Leslie Esbrook, Robbins, Russell, Englert, Orseck, Untereiner & Sauber, Washington, DC, for Intervenor-Defendant.

MEMORANDUM OPINION

Amit P. Mehta, United States District Court Judge

I. INTRODUCTION

After more than two years and a roundtrip through the federal judiciary, this case returns to where it began. On April 15, 2019, the Committee on Oversight and Reform of the U.S. House of Representatives issued a document subpoena to Mazars USA LLP ("Mazars"), a firm that has long provided accounting services to former President Donald J. Trump and his business interests. The subpoena called for Mazars to produce financial records and other documents relating to President Trump personally and various associated businesses and entities dating back to 2011. The Committee claimed primarily that the subpoenaed material would inform its investigation into whether Congress should amend or supplement current financial disclosure laws.

President Trump sued to prevent Mazars from complying with the subpoena, but this court granted summary judgment in favor of the Committee. After the D.C. Circuit affirmed, the Supreme Court granted certiorari and eventually vacated the Circuit's opinion. In the process, it announced a new four-factor test to assess the validity of a congressional subpoena directed at a sitting President's personal papers. See Trump v. Mazars USA, LLP , ––– U.S. ––––, 140 S. Ct. 2019, 2035–36, 207 L.Ed.2d 951 (2020). The Court remanded the case to the D.C. Circuit, which, after receiving full briefing and holding an oral argument, remanded the matter back to this court to apply the Supreme Court's decision.

Now, once again, the parties have filed cross-motions for summary judgment. But this time they do so against a meaningfully different factual backdrop. Since the Supreme Court announced the new Mazars test, President Trump lost the 2020 election. He is no longer the sitting President of the United States. Furthermore, the Committee reissued its subpoena to Mazars on February 25, 2021, after its initial subpoena expired at the end of the 116th Congress. Prior to reissuance, the Committee's Chairwoman, Carolyn B. Maloney, circulated a 58-page, single-spaced memorandum explaining the legislative need for the subpoenaed material. The parties dispute whether and how these changed circumstances should inform the court's present analysis.

This court previously allowed the Committee's demand for President Trump's financial records to proceed without qualification. But, applying the greater scrutiny required by Mazars , the court cannot now go so far. The court holds that the Committee's asserted legislative purpose of bolstering financial disclosure laws for Presidents and presidential candidates does not warrant disclosure of President Trump's personal and corporate financial records when balanced against the separation of powers concerns raised by the broad scope of its subpoena. By contrast, the Committee's other stated justifications for demanding President Trump's personal and corporate financial records—to legislate on the topic of federal lease agreements and conduct oversight of the General Services Administration's lease with the Old Trump Post Office LLC, and to legislate pursuant to Congress's authority under the Foreign Emoluments Clause—do not implicate the same separation of powers concerns. The records corresponding to those justifications therefore must be disclosed. Accordingly, for the reasons discussed more fully below, the court grants in part and denies in part both cross-motions.

II. BACKGROUND

A. The 116th Congress and the House Oversight and Reform Committee

On January 3, 2019, the 116th Congress convened, with the Democratic Party holding the majority of seats in the U.S. House of Representatives. Soon thereafter, the House adopted the "Rules of the House of Representatives," which governed its proceedings during the two-year term.¹ The Rules established the House's various standing committees, including the Committee on Oversight and Reform ("Committee").² As relevant here, the House charged the Committee with "review[ing] and study[ing] on a continuing basis the operation of Government activities at all levels, including the Executive Office of the President."³ 116th House Rules at 10.

The House also permitted the Committee to "at any time conduct investigations of any matter without regard to [other rules] conferring jurisdiction over the matter to another standing committee." Id. at 11 (emphasis added). In other words, the House empowered the Oversight Committee to investigate any subject matter, even in areas expressly assigned to other committees. No other committee possessed such sweeping investigative authority. To "carry[ ] out ... its functions and duties," the Committee possessed the ability to "require, by subpoena or otherwise, ... the production of such ... documents as it consider[ed] necessary." Id. at 19.

B. The Oversight Committee's Investigation During the 116th Congress

From the start of the 116th Congress, the Committee—led by then-Chairman Elijah E. Cummings—aggressively pursued an investigation of President Trump's finances. The Committee did not adopt a resolution or issue a formal public statement defining the scope of its investigation or its legislative purpose. Instead, it sent a series of letters to the White House and elsewhere seeking personal and business records. Even before the new Congress convened, incoming-Chairman Cummings wrote President Trump's personal lawyer, Sheri Dillon, and the Executive Vice President and Chief Compliance Counsel of the Trump Organization, George Sorial, asking them to produce previously requested "documents regarding the Trump Organization's process for identifying payments from foreign governments and foreign-government controlled entities."⁴ In a separate letter, Chairman Cummings asked the General Services Administration ("GSA"), the agency that manages federally owned and leased buildings, to produce records concerning the federal government's lease with the Trump Organization for the Old Post Office Building, which houses the Trump International Hotel in Washington, D.C.⁵ Chairman Cummings indicated that he sought those records at least partly out of a concern that the lease might violate the Constitution's Emoluments Clauses. Cummings’ April 12th GSA Letter at 1. These are but two examples of the types of records requests made by the Committee at or around the start of the 116th Congress.

The Committee issued the investigative demand that sparked this lawsuit on January 8, 2019. Chairman Cummings wrote to Pat Cipollone, the White House Counsel, asking President Trump to produce "documents related to [his] reporting of debts and payments to his personal attorney, Michael Cohen, to silence women alleging extramarital affairs with [him] before the [2016] election."⁶ Back in May 2018, the Office of Government Ethics ("OGE") had concluded that President Trump should have disclosed a payment made by Cohen as a liability on his public financial disclosure report.⁷ Chairman Cummings noted in the January 8th letter that the Oversight Committee "has jurisdiction over a wide range of matters, including the Ethics in Government Act of 1978," a law that "requires all federal officials, including the President, to publicly disclose financial liabilities that could impact their decision-making." Cummings’ January 8th Letter at 1. On February 1, 2019, the White House Counsel responded that President Trump was prepared to consider making some documents available for review.⁸

Chairman Cummings replied on February 15, 2019. See Cummings’ Feb. 15th Letter. He stated that, by way of his January 8th letter, "the Committee launched an investigation into the failure of President Donald Trump to report hundreds of thousands of dollars in payments and liabilities to his former attorney, Michael Cohen, to silence women alleging extramarital affairs during the 2016 presidential campaign." Id. at 1. Chairman Cummings explained that "[t]he Committee's interest in obtaining these documents is even more critical in light of new documents obtained by the Committee from the Office of Government Ethics (OGE) that describe false information provided by the lawyers representing President Trump." Id. The letter went on to detail a timeline of recent events starting with statements made by President Trump's lawyers to OGE and to the public about a supposed purpose of the Cohen payments unrelated to the election; followed by President Trump's disclosure of the Cohen payments on his 2017 Financial Disclosure form as a liability of less than $250,000; and then revelations by federal prosecutors that the Cohen payments in fact exceeded the $250,000 reported by the President. Id. at 2–6. Chairman Cummings cited Congress's "plenary authority to legislate and conduct oversight regarding compliance with ethics laws and regulations" as the source of its authority to make the records demand, as well as its "broad authority to legislate and conduct oversight...