DAVID BRIDGFORTH, APPELLANT/CROSS-APPELLEE, v. GATEWAY GEORGETOWN CONDOMINIUM, INC., APPELLEE/CROSS-APPELLANT, and ZALCO REALTY, INC., APPELLEE/CROSS-APPELLANT.
Nos. 17-CV-1270 and 17-CV-1286
DISTRICT OF COLUMBIA COURT OF APPEALS
August 29, 2019
Appeals from the Superior Court of the District of Columbia (CAB-8278-15) (Hon. Todd E. Edelman, Trial Judge)
Notice: This opinion is subject to formal revision before publication in the Atlantic and Maryland Reporters. Users are requested to notify the Clerk of the Court of any formal errors so that corrections may be made before the bound volumes go to press.
(Argued January 8, 2019 Decided August 29, 2019)
Adam L. Van Grack for appellant/cross-appellee. Paul Strauss and Crystal K. McBee were on the brief for appellant/cross-appellee.
Thomas C. Mugavero for appellees/cross-appellants Gateway Georgetown Condominium, Inc. and Zalco Realty, Inc.
Before THOMPSON and MCLEESE, Associate Judges, and WASHINGTON, Senior Judge.
I.
The following facts appear to be undisputed. Mr. Bridgforth owns two condominiums in a building in the District of Columbia. Gateway is the condominium association for the building and is incorporated in the District as a nonprofit corporation. Mr. Bridgforth is one of Gateway‘s members. In October 2015, Mr. Bridgforth filed a suit alleging that Gateway and its management agency, appellee/cross-appellant Zalco Realty, failed to provide him with records that he had requested pursuant to the Nonprofit Act. (For ease of reference, we refer to appellees/cross-appellants collectively as Gateway.)
At trial, Mr. Bridgforth sought enforcement of fifteen requests for information he had made to Gateway in various forms over the preceding three years. The trial court found that eleven of Mr. Bridgforth‘s fifteen requests did not comply with the requirements of the Nonprofit Act. See
The trial court denied Mr. Bridgforth‘s request for attorney‘s fees under
II.
Mr. Bridgforth does not contest the trial court‘s denial of many of his requests under the Nonprofit Act. Rather, Mr. Bridgforth challenges the trial court‘s ruling that Gateway was entitled under the Condominium Act to withhold certain information that would otherwise have been subject to disclosure under the Nonprofit Act. Mr. Bridgforth‘s challenge thus turns on the interaction between the disclosure requirements in the Nonprofit Act and the confidentiality provisions in the Condominium Act.
A.
The Nonprofit Act contains a number of provisions addressing the records nonprofit corporations must keep and the rights of members to have access to those records. See, e.g.,
The Condominium Act also contains provisions governing the maintenance of records and the inspection rights of condominium-association members. See, e.g.,
B.
We review issues of statutory interpretation de novo. Facebook, Inc. v. Wint, 199 A.3d 625, 628 (D.C. 2019). “We first look to see whether the statutory language at issue is plain and admits of no more than one meaning.” Id. (internal quotation marks omitted). “We will give effect to the plain meaning of a statute when the language is unambiguous and does not produce an absurd result.” Id. (internal quotation marks omitted). “We may also look to the legislative history to ensure that our interpretation is consistent with legislative intent.” Id. (brackets and internal quotation marks omitted).
This case presents a complication: Gateway is both a condominium association and a nonprofit corporation, and the Condominium Act appears to permit Gateway to withhold information that the Nonprofit Act appears to require Gateway to disclose. Mr. Bridgforth argues that the proper resolution of that complication is simple: the mandatory disclosure requirement in the Nonprofit Act must prevail over the permissive confidentiality provision in the Condominium Act. Mr. Bridgforth is correct that the pertinent provision of the Condominium Act is permissive, providing that condominium associations may withhold certain records from inspection but
Although “compliance with both provisions is not a physical impossibility,” that does not eliminate the conflict between the provisions. J.P. v. District of Columbia, 189 A.3d 212, 219 (D.C. 2018) (internal quotation marks omitted); see also Goudreau v. Standard Fed. Sav. & Loan Ass‘n, 511 A.2d 386, 391 (D.C. 1986) (conflict between two provisions “does not evaporate” simply because one is permissive and one is mandatory) (internal quotation marks omitted); RadLAX Gateway Hotel, LLC v. Amalgamated Bank, 566 U.S. 639, 645-46 (2012) (discussing situations “in which a general permission or prohibition is contradicted by a specific prohibition or permission“). By its terms,
Where one statutory provision appears to permit what another provision appears to forbid, we must “determine which of the[] seemingly conflicting provisions governs.” J.P., 189 A.3d at 216. “Our task is to determine the interpretation of both provisions that best harmonizes them, taking into account their language; their context; their place in the overall statutory scheme; their evident legislative purpose; and the principle that statutes should not be construed to have irrational consequences.” Id. at 219. We also consider the general principles that if two provisions conflict, “the more specific statute governs the more general one, and the later supersedes the earlier.” District of Columbia v. Gould, 852 A.2d 50, 55 (D.C. 2004) (internal quotation marks omitted). Upon consideration of the relevant factors, we agree with the trial court that in this case the confidentiality provision in the Condominium Act prevails over the disclosure provision in the Nonprofit Act.
First, the pertinent confidentiality provision in the Condominium Act was enacted in 2014, after the disclosure provision in the Nonprofit Act. Compare D.C. Law 20-109, § 2(m), 61 D.C. Reg. 4304, 4311-12, 6919 (2014) (amending
Second, in enacting the 2014 amendments, the D.C. Council explicitly balanced the transparency and confidentiality concerns at play in the relationship between condominium associations and their members. The Committee Report on the Condominium Amendment Act of 2014 explained that the proposed amendments were meant “to bolster the transparency of how condominium associations govern themselves” while recognizing that there were “legitimate and necessary reasons” for a condominium association to keep some materials confidential. D.C. Council, Report on Bill 20-139 at 4-5 (Dec. 11, 2013). Although the Committee Report does not specifically refer to the apparently undisputed fact that condominium associations
Third, although “[i]t can be difficult to determine which of two statutes is more general and which is more specific,” J.P., 189 A.3d at 220, we tend to agree with the trial court‘s conclusion that the Condominium Act‘s confidentiality provision can be viewed as more specific than the Nonprofit Act‘s disclosure provision. The former is focused on a specific type of business entity in a very specific business context, whereas the latter covers the whole gamut of nonprofit corporations.
Fourth, other provisions in the two Acts support the trial court‘s ruling. As noted previously, the Condominium Act explicitly states that the provisions of the act “shall apply to all condominiums created in the District of Columbia.”
Finally, we see no irrational consequences that might flow from construing the confidentiality provision in the Condominium Act as controlling over the disclosure provision in the Nonprofit Act.
To be clear, we are not holding that the Condominium Act would always control if its provisions conflict with those of the Nonprofit Act. Rather, our holding is limited to the interaction of the specific provisions at issue. In sum, we agree with the trial court that Gateway was authorized under the Condominium Act to withhold the information at issue, even if that information otherwise would have been subject to mandatory disclosure under the Nonprofit Act.
III.
We turn next to the parties’ respective claims for attorney‘s fees. We review a trial court‘s decisions regarding fee requests for abuse of discretion. E.g., Lively v. Flexible Packaging Ass‘n, 930 A.2d 984, 988 (D.C. 2007). Our review is limited “to a determination of whether the trial court failed to consider a relevant factor, whether it relied upon an improper factor, and whether the reasons given reasonably support the conclusion.” 6921 Ga. Ave., N.W., Ltd. P‘ship v. Universal Cmty. Dev., LLC, 954 A.2d 967, 971 (D.C. 2008) (internal quotation marks and brackets omitted). We affirm the trial court‘s denial of Mr. Bridgforth‘s fee request under the Nonprofit Act but remand for further consideration of whether a fee award is warranted under the Condominium Act.
A.
We first consider Mr. Bridgforth‘s request for fees under the Nonprofit Act. If a nonprofit corporation does not permit a member to inspect and copy records that have been properly requested under the Nonprofit Act, the member may apply to the Superior Court for an order requiring the corporation‘s compliance.
The trial court denied Mr. Bridgforth‘s fee request on the ground that Gateway acted in good faith because Mr. Bridgforth‘s only two meritorious requests were buried in a large number of unwarranted requests. A trial court‘s finding as to good faith is a factual determination that we review for clear error. See 6921 Ga. Ave., 954 A.2d at 971. We see no clear error in the trial court‘s ruling, and we therefore affirm the trial court‘s denial of Mr. Bridgforth‘s request for attorney‘s fees under the Nonprofit Act.
B.
Finally, we address Gateway‘s request for fees under the Condominium Act, which provides that
(a) Any lack of compliance with this chapter or with any lawful provision of the condominium instruments shall be grounds for an action or suit to recover damages or injunctive relief, or for any other available remedy . . . .
(b) . . . Unless otherwise provided in the condominium instruments, the substantially prevailing party in an action brought by a unit owners’ association against a unit owner or by a unit owner against the unit owners’ association shall be entitled to recover reasonable attorneys’ fees and costs expended in the matter.
The trial court denied Gateway‘s fee request on the ground that “on its face” the Condominium Act permits fee shifting in only “one situation, in a case brought by a unit owners[‘] association against a unit owner.” As Gateway points out, however,
We note one final issue. In his reply brief, Mr. Bridgforth contends in the alternative that if the Condominium Act‘s fee provision applies, Mr. Bridgforth would be entitled to fees under that Act. We also leave that contention -- and any related questions about whether the contention has been properly preserved -- for the trial court to consider on remand.
In sum, we affirm the trial court‘s ruling on the merits, we affirm the denial of Mr. Bridgforth‘s fee request under the Nonprofit Act, and we remand for further proceedings with respect to attorney‘s fees under the Condominium Act.
So ordered.