Miller v. Water Wonderland Improvement District

951 P.2d 720, 326 Or. 306, 1998 Ore. LEXIS 8

• Court: Oregon Supreme Court
• Decided: January 23, 1998
• Docket: CC 94-CV-0387-AB; CA A88388; SC S43442
• Status: Published

Opinions

FADELE Y, J.

By a complaint for declaratory relief filed in circuit court, plaintiff seeks to inspect and copy records of a water district corporation established under ORS chapter 554. The complaint alleges that plaintiff is a member of the water district corporation, that he requests to inspect and copy the district records, and that the district refuses the request. Specifically, the complaint seeks a declaration of plaintiffs right to

“inspection, examination, and copies of the records of [defendant] including minutes of meetings of the board of directors * * * and other records of [defendant] referenced in other minutes of the board.”

Before defendant district¹ filed an answer to the complaint, both parties filed motions for summary judgment. Defendant’s response to plaintiffs opposition to its motion argued, first, that it was not an entity subject to the Public Records Law, ORS 192.410 to 192.505, and, second, that

“Plaintiff has adequate recourse to examine the records of this corporation under ORS 554.120(1).”²

The circuit court granted defendant’s motion and entered summary judgment for defendant, basing its ruling on the Public Records Law.

On plaintiffs appeal from that judgment, defendant again asserted, among other things, that ORS 554.120(1) applies. Defendant argued that that statute is

“an internal statutory procedure for members to obtain access to the corporate records.

“* * * There is no need for a Chapter 554 corporation to be bound by the Public Records law since separate procedures are available to assure membership access to the records.”

Defendant’s position — that ORS 554.120(1) controls this case — raises, in our view, the dispositive issue. That issue is whether a plaintiff who is a member is entitled under that statute to a judgment requiring that he be permitted to inspect the records of an ORS chapter 554 water district. Because of the allegations in plaintiffs complaint, the issue includes the question whether the member may examine and obtain copies of the records referred to by the statute.

We review the record on summary judgment in the light most favorable to the party opposing the motion. Double Eagle Golf, Inc. v. City of Portland, 322 Or 604, 606, 910 P2d 1104 (1996). In this case, that review presents a question of law as to the meaning of the statute.

Although the Court of Appeals affirmed the summary judgment for defendant without addressing ORS 554.120(1), Miller v. Water Wonderland Improvement District, 141 Or App 403, 409, 918 P2d 849 (1996), we agree with defendant that that statute applies to this case.³ The statute is specific to ORS chapter 554 corporations and to the district records that are the subject matter of plaintiffs declaratory claim. Accordingly, this court must determine the legislature’s intent in enacting ORS 554.120(1). ORS 174.020. In that inquiry, the court first looks to the statutory text and context. PGE v. Bureau of Labor and Industries, 317 Or 606, 610-11, 859 P2d 1143 (1993). The plain wording of ORS 554.120(1) confers a right of inspection of the district records described. Context confirms that right.⁴

The legislature’s intent is clear that any member has a right under ORS 554.120(1) to inspect the statutorily referenced records. We declare that such a right exists in favor of plaintiff under the facts alleged in the present case. The summary judgment for defendant is reversed.

The included question, whether and how a member-plaintiff may obtain copies of the records, remains. We turn to that question, which need not detain us long. During oral argument in this court, defendant conceded that plaintiff, as a member, had a right to receive a copy of such records for a fee representing the actual and reasonable cost to the district. We so declare.* **⁵

The decision of the Court of Appeals is reversed. The judgment of the circuit court is reversed, and the case is remanded to the circuit court for further proceedings.

1 The individual defendant is not presently in the case.

2 ORS 554.120(1) provides:

“The board of directors shall cause to be kept a well-bound book entitled ‘Records of Proceedings of Board of Directors,’ in which shall be recorded minutes of all meetings, proceedings, certificates, bonds, and any and all corporate acts, which records shall be at all times open to the inspection of anyone interested, whether members or creditors.” (Emphasis added.)

The request for declaratory relief alleged in plaintiffs complaint closely tracks the wording of ORS 554.120(1), except for the words “examination and copies.”

3 The Court of Appeals noted that ORS chapter 554 “contains specific provisions granting an individual the right to examine the records of an ORS chapter 554 corporation,” but took the view that plaintiff did not claim entitlement under that statute. Miller, 141 Or App at 405 n 1. Accordingly it limited its decision in the case to interpretation of statutes related to “districts” in ORS chapter 198. Id. at 406.

However, the parties may not prevent a court from noticing and invoking an applicable statute by relying only on other sources of law. Furthermore, defendant expressly relied on the availability of relief under ORS 554.120.

4 As relevant context, ORS 554.090(2) was enacted in the same bill that created ORS 554.120(1) and speaks about the right of inspection in the following terms:

“The board shall elect a secretary who shall keep a fair and correct record of all its proceedings and the official business of the corporation, which shall be open to the inspection of all members as well as to all other interested persons.”

5 Enactment of the statute mandating disclosure of district records to a member was not accompanied by enactment of any express enforcement mechanism. However, plaintiff seeks a declaration of his statutory rights. Provisions of the Uniform Declaratory Judgments Act enable a litigant to obtain a court declaration of the meaning of a statute and of the litigant’s status and rights thereunder. ORS 28.010, 28.020. Ancillary relief is available to enforce the rights declared. ORS 28.020, 28.080, 28.120; see also Burke v. Children’s Services Division, 288 Or 533, 542, 607 P2d 141 (1980) (so holding).

Because of the foregoing disposition, we do not reach the applicability of ORS chapter 192 or the potential effect of ORS chapter 198.