2013 COA 148
Colo. Ct. App.2013Background
- 1995: seller (Colorado Health Foundation) and purchaser formed a joint venture to own/manage hospitals; seller held 40% stock but 50% voting interest.
- June 2011: seller agreed to sell all its joint-venture interest to purchaser for $1.46 billion.
- Aug 2011: parties submitted the agreement to the OAG for review under the Hospital Transfer Act; OAG concluded Act did not apply but reviewed under common law authority.
- Oct 18, 2011: OAG issued a decision approving the modified agreement; transaction closed the same day.
- Plaintiffs, former directors/volunteers of the seller, challenged the OAG’s approval under Rule 106 and related statutes, alleging harm to charitable mission and public health.
- Trial court dismissed as moot; this appeal followed, with the appellate court affirming on standing grounds.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether plaintiffs have standing to challenge the OAG approval. | Plaintiffs claim special relationship with the seller and public interest. | OAG-supervised charitable trusts do not grant public standing; plaintiffs lack injury. | Plaintiffs lack standing; no jurisdiction. |
| Whether the plaintiffs have a special interest distinct from the general public to enforce the trust. | As former board members/volunteers, they have a special interest. | No recognized special-interest standing without identifiable benefits to plaintiffs. | No special-interest standing; no standing. |
| Whether Colorado recognizes general public interest standing in this context. | Public interest standing should permit enforcement of charitable trust terms. | Colorado does not adopt general public interest standing in this context. | No general public interest standing. |
| Whether the OAG’s actions were reviewable under the Hospital Transfer Act or common law authority. | OAG’s approval under common law warrants review and potential reconsideration. | OAG acted within its supervisory authority; Act not applicable. | OAG’s action reviewed; holding favoring mootness/standing issue remains. |
Key Cases Cited
- Ainscough v. Owens, 90 P.3d 851 (Colo.2004) (standing as jurisdictional prerequisite; injury in fact required)
- Brotman v. E. Lake Creek Ranch, L.L.P., 31 P.3d 886 (Colo.2001) (standing; general public not beneficiary of charitable trust)
- Olson v. City of Golden, 58 P.3d 747 (Colo.App.2002) (standing; speculative injury inadequate)
- Denver Found v. Wells Fargo Bank, N.A., 168 P.3d 1116 (Colo.2007) (trusts; beneficiaries and enforcement authority)
- Cherry Hills Resort Dev. Co. v. City & Cnty. of Honolulu, 751 P.2d 1025 (Haw.1988) (analogous supervisory/trust enforcement principles)