Walker I Investments v. Sunpeak Association
359 P.3d 675
| Utah Ct. App. | 2015Background
- Walker I Investments (a member by virtue of property ownership) demanded inspection and copying of various Sunpeak Association records in July 2018, including member email addresses and phone numbers.
- The Association produced some records (including a list with names and street addresses) but refused to provide member emails and phone numbers and other items.
- Walker sued to compel production and sought attorney fees under the Utah Revised Nonprofit Corporation Act. The district court ordered production of some records but denied access to members’ email addresses and phone numbers and denied Walker fees.
- The district court concluded the Association complied with the Act by producing member names and addresses and that the Association reasonably and in good faith doubted Walker’s right to obtain additional information.
- Walker appealed; the appellate court considered statutory scope of member-record rights and whether the Association was liable for attorney fees. The court affirmed the district court in full.
Issues
| Issue | Plaintiff's Argument (Walker) | Defendant's Argument (Association) | Held |
|---|---|---|---|
| Whether the Act requires production of members’ email addresses and phone numbers | The requested contact data are "any record of the Association" and are within a member’s right to inspect for a proper purpose (e.g., communicating with members about Association matters). | The Act requires only a list of names and addresses for member records; contact details beyond name/address are not required. | Affirmed: Act requires production of names and addresses; Association need not produce emails/phone numbers. |
| Whether Walker stated a proper purpose under the Act for the broader records demand | Walker asserted proper purposes: facilitate property sale, verify compliance with law/bylaws, investigate costs/services, and communicate with members. | Association argued that required name/address list suffices for communication and compliance purposes. | Court did not decide whether Walker had proper purpose for emails/phones because statutory scheme satisfied by names/addresses; upheld denial of emails/phones. |
| Whether the Association must pay Walker’s attorney fees under the Act after court-ordered production of some records | Walker argued Association lacked good-faith basis to refuse production and thus should pay fees. | Association argued it reasonably and in good faith doubted Walker’s right to the withheld records, which bars fee liability. | Affirmed: district court’s factual finding that Association acted in good faith was not shown to be clearly erroneous; fees denied. |
| Mootness of records-access claim after Walker sold the property | Walker contended records might reveal claims still affecting its rights, so appeal was not moot. | Association argued mootness because Walker no longer a member. | Appellate court declined to find mootness for records-access issue and proceeded to decide the merits. |
Key Cases Cited
- Gutierrez v. Medley, 972 P.2d 913 (Utah 1998) (statutory interpretation reviewed de novo).
- R.T. Nielson Co. v. Cook, 40 P.3d 1119 (Utah 2002) (general standard for review of fee awards is correctness).
- Still Standing Stable, LLC v. Allen, 122 P.3d 556 (Utah 2005) (findings about subjective good faith are reviewed for clear error).
- Salt Lake County v. Holliday Water Co., 234 P.3d 1105 (Utah 2010) (party asserting mootness bears the burden).