Key Corporation v. Greenville Public Library, No. 20

February 17, 2023
Supreme Court
No. 2021-319-Appeal.
(PC 19-7427)
Key Corporation :
v. :
Greenville Public Library. :
NOTICE: This opinion is subject to formal revision
before publication in the Rhode Island Reporter. Readers
are requested to notify the Opinion Analyst, Supreme
Court of Rhode Island, 250 Benefit Street, Providence,
Rhode Island 02903, at Telephone 222-3258 or Email
opinionanalyst@courts.ri.gov of any typographical or
other formal errors in order that corrections may be made
before the opinion is published.
Supreme Court
No. 2021-319-Appeal.
(PC 19-7427)
Key Corporation :
v. :
Greenville Public Library. :
Present: Suttell, C.J., Goldberg, Robinson, and Lynch Prata, JJ.
OPINION
Justice Lynch Prata, for the Court. The defendant, Greenville Public
Library (defendant), appeals from the Providence County Superior Court’s entry of
summary judgment in favor of the plaintiff, Key Corporation (plaintiff). This case
came before the Supreme Court on November 3, 2022, pursuant to an order directing
the parties to appear and to show cause why the issues raised in this appeal should
not be summarily decided. On appeal, the defendant asserts two claims of error: (1)
that the defendant is not a public body as defined in the Access to Public Records
Act (the APRA), G.L. 1956 chapter 2 of title 38, and is therefore not subject to the
requirements of the APRA; and (2) the Superior Court erred in assessing the amount
of attorneys’ fees awarded to counsel for the plaintiff. After hearing the parties’
arguments and thoroughly reviewing the record, we are satisfied that cause has not
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been shown. For the reasons set forth in this opinion, we affirm the judgment of the
Superior Court.
Facts and Travel
The plaintiff filed a complaint on July 11, 2019, seeking a declaratory
judgment that defendant violated the APRA, asking for an order directing defendant
to produce certain records requested by plaintiff pursuant to the APRA and
requesting a civil penalty, attorneys’ fees and costs. The plaintiff contended that
defendant was a quasi-municipal corporation created by legislation in 1882 to
provide public library services to the Town of Smithfield (Town), that defendant
received 70 percent of its funding from the Town, that defendant was listed as a
municipal department on the Town’s website, and that, therefore, defendant was a
“public body” or “agency” as defined by the APRA.
The plaintiff represented that it had submitted a request to defendant for public
documents in accordance with the APRA, “relating to the procurement, bidding and
award process for the ‘Greenville Public Library, New Parking and Access
Driveway’ project[.]” The defendant initially refused to produce any documents
pursuant to the request, maintaining that it was not subject to the APRA. The
defendant filed an answer, denying that it had violated the APRA. On July 22, 2019,
eleven days after the complaint was filed, defendant produced the documents.
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The defendant filed a motion for summary judgment, arguing the matter was
no longer justiciable because plaintiff lacked standing and there was no longer a case
or controversy. The defendant maintained that it was a private, nonprofit
corporation, not a public body under the APRA. The defendant proffered that it was
governed by a twelve-member board of directors appointed pursuant to its bylaws,
not by municipal officials; employed its own executive director and employees, none
of whom are municipal employees; and was a 501(c)(3) tax-exempt organization, a
status that does not apply to municipal entities. Further, defendant argued that the
opinions issued by the Attorney General and cited by plaintiff were outdated and
advisory, citing a more recent advisory opinion from the Attorney General, which
found that the Newport Public Library was not subject to the APRA. 1
The plaintiff objected to defendant’s motion and filed a cross-motion for
summary judgment, asserting that the case was not moot, notwithstanding
defendant’s production of the requested documents, because it was entitled to a
declaration regarding defendant’s status as a public body and because the APRA
provides for civil penalties and attorneys’ fees. The plaintiff argued that defendant
is considered, and represented to be, a department of a municipal government, is
included in the Town’s Annual Budget and its Comprehensive Annual Financial
1
Pursuant to G.L. 1956 § 38-2-8, once a public records request is made and denied,
“the person or entity seeking disclosure may file a complaint with the attorney
general.”
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Report as a Town department, and receives approximately 70 percent of its funding
from the Town and its taxpayers. Additionally, plaintiff noted that the definition of
public body provided for in G.L. 1956 § 38-2-2(1) includes certain private agencies
and that defendant received bids for the contract through the Town.
In support of the motions for summary judgment, the parties cited three
opinions issued by the Attorney General advising whether libraries were subject to
the APRA. The first two, issued in 1994 and 2000, concerned the Greenville Public
Library. In each advisory opinion, the Attorney General stated that the library was
considered a public body. In the final advisory opinion, issued in 2014, the Attorney
General opined that Newport Public Library was not a public body as defined by the
APRA.
After a hearing on the cross-motions, the hearing justice rendered a bench
decision denying defendant’s motion for summary judgment and granting plaintiff’s
partial motion for summary judgment. In his decision, the hearing justice noted that
defendant was listed on the Town’s website as a municipal department and that
defendant was a nonprofit corporation that was originally established in 1882. The
hearing justice added that the contact information included in the solicitation for bids
on the parking lot project listed the Town and a municipal employee. Additionally,
he found that approximately 70 percent of defendant’s operating budget came from
a Town appropriation in the range of $700,000. The hearing justice went on to note
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that there were no municipal employees working for defendant, and that the Town’s
governance did not exert control over defendant’s employees, who themselves did
not participate in the Town’s pension system.
The hearing justice considered that defendant followed the Open Meetings
Act (OMA), G.L. 1956 chapter 46 of title 42, because it receives 25 percent or more
of its funding from public funds, although the APRA has no such monetary
threshold. Further, the hearing justice noted that defendant was insured by the
Rhode Island Interlocal Risk Management Trust, which was created under G.L. 1956
§ 45-5-20.1, and covers only eligible entities.2 The hearing justice discussed each
of the advisory opinions referenced by the parties, but distinguished the Newport
Public Library because the library went approximately eighty years without
donations from the City of Newport and it was not part of Newport’s comprehensive
annual financial report, nor was it considered a component unit of the City of
Newport under applicable standards.
2
“Eligible Entities” are defined as:
“any city, town, school committee, water or fire district, or
other public or quasi-municipal authority, agency or
entity, or organization that is an instrumentality of such
cities or towns, or any group of such cities or towns,
authorities, agencies or entities which is a member of the
corporations created pursuant to the provisions of this
section.” G. L. 1956 § 45-5-20.1(b).
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The hearing justice determined that plaintiff had standing and that the matter
was still justiciable; he further determined that the fact that defendant turned over
the requested records did not extinguish plaintiff’s claims for civil penalties and
attorneys’ fees under the APRA. The hearing justice determined that pursuant to the
Uniform Declaratory Judgment Act, G.L. 1956 § 9-30-1, defendant is a public body
subject to the APRA. Accordingly, he granted plaintiff’s motion for partial summary
judgment.
The plaintiff filed a motion for attorneys’ fees pursuant to § 38-2-9(d), seeking
$73,863.50, and waived its claim for civil penalties, in order to expedite a final
disposition.3 While defendant did not dispute that an award of attorneys’ fees might
be appropriate, it did dispute the requested amount as “wholly unreasonable and
excessive,” given that the library had voluntarily produced the requested documents
within days of being served with plaintiff’s complaint.
After a hearing on attorneys’ fees, the amount of $60,767.87 in total fees and
costs was ordered, followed by a separate final judgment declaring that defendant
was a public body subject to the APRA. Thereafter, defendant filed a timely notice
of appeal.
3
Attached to its motion was the affidavit of plaintiff’s attorney, including his
detailed statement of account for billing of services to plaintiff.
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Standard of Review
“This Court reviews de novo a trial justice’s decision granting summary
judgment.” Estate of Garan, 249 A.3d 1254, 1257 (R.I. 2021) (quoting Glassie v.
Doucette, 157 A.3d 1092, 1096 (R.I. 2017)). “Summary judgment is appropriate
only when the pleadings, depositions, answers to interrogatories, and admissions on
file, together with the affidavits, if any, show that there is no genuine issue as to any
material fact and that the moving party is entitled to judgment as a matter of law.”
Id. (quoting Glassie, 157 A.3d at 1096).
“We have repeatedly stated that, in conducting a review of a trial justice’s
award of attorneys’ fees, ‘the issue of whether there exists a basis for awarding
attorneys’ fees generally is legal in nature, and therefore our review of such a ruling
is de novo.’” America Condominium Association, Inc. v. Mardo, 140 A.3d 106, 115
(R.I. 2016) (brackets omitted) (quoting Dauray v. Mee, 109 A.3d 832, 845 (R.I.
2015)); see also Danforth v. More, 129 A.3d 63, 72 (R.I. 2016). “Accordingly, we
have further stated that ‘only if it is determined that there is such a legal basis, then
this Court will review a motion justice’s actual award of attorneys’ fees for an abuse
of discretion.’” America Condominium Association, Inc., 140 A.3d at 115 (brackets
omitted) (quoting Dauray, 109 A.3d at 845).
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Discussion
On appeal, defendant makes two claims of error. First, defendant contends
that the hearing justice erred in finding that it was a public body for purposes of the
APRA. The defendant maintains that operating a library is not the exercise of a
governmental function and does not become one because a portion of its budget
comes from Town funding. The defendant further asserts that its compliance with
plaintiff’s document request renders this case no longer justiciable. The defendant’s
second claim is that the fee award in the amount of $60,767.87 to plaintiff’s attorney,
a nonparty to the case, “is wholly unreasonable, excessive, and not supported by the
statute.”
The plaintiff maintains that the hearing justice’s decision was consistent with
the plain language of the statute and prior opinions issued by the Attorney General.
The plaintiff argues that, in addition to defendant’s dependence on the Town,
defendant is a member of the Rhode Island Interlocal Risk Management Trust and,
therefore, must be a quasi-governmental entity. The plaintiff asserts that a public
body is defined under the APRA to include any private person, corporation, or entity
“acting on behalf of and/or in place of any public agency.” See § 38-2-2(1). The
plaintiff contends that the award of fees was mandatory and appropriate under § 38-
2-9(d).
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The Rhode Island Constitution encourages the diffusion of knowledge and
promotion of libraries because they are essential to the rights and liberties of the
citizenry. Specifically, article 12, section 1, states, “[I]t shall be the duty of the
general assembly to promote * * * public libraries, and to adopt all means which it
may deem necessary and proper to secure to the people the advantages and
opportunities of * * * public library services.” R.I. Const., art. 12, § 1. In enacting
the APRA, the General Assembly declared that “[t]he purpose of this chapter is to
facilitate public access to public records.” Section 38-2-1. This Court has “long
recognized that the underlying policy of the APRA favors the free flow and
disclosure of information to the public.” In re New England Gas Company, 842
A.2d 545, 551 (R.I. 2004) (quoting Providence Journal Co. v. Sundlun, 616 A.2d
1131, 1134 (R.I. 1992)). We have observed that “[t]he policy underlying the APRA
‘is to facilitate public access to governmental records which pertain to the policy
making functions of public bodies * * *.’” Id. at 555 (quoting § 38-2-1).4 “The
4
Section 38-2-2(1) provides:
“‘Agency’ or ‘public body’ means any executive,
legislative, judicial, regulatory, or administrative body of
the state, or any political subdivision thereof; including,
but not limited to: any department, division, agency,
commission, board, office, bureau, authority; any school,
fire, or water district, or other agency of Rhode Island state
or local government that exercises governmental
functions; any authority as defined in § 42-35-1(b); or any
other public or private agency, person, partnership,
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APRA only creates a cause of action for an individual or entity denied access to
records maintained by a public body against the public body that is the custodian of
the records.” Robinson v. Malinoff, 770 A.2d 873, 876 (R.I. 2001); Rhode Island
Federation of Teachers, AFT, AFL-CIO v. Sundlun, 595 A.2d 799, 801 (R.I. 1991).
Additionally, § 38-2-9(d) provides in pertinent part that,
“[t]he court shall impose a civil fine not exceeding two
thousand dollars ($2,000) against a public body or official
found to have committed a knowing and willful violation
of this chapter, and a civil fine not to exceed one thousand
dollars ($1,000) against a public body found to have
recklessly violated this chapter and shall award reasonable
attorney fees and costs to the prevailing plaintiff.”
The following facts are undisputed: the Greenville Public Library Board of
Trustees is listed as a public body on the Rhode Island Secretary of State’s open
meetings website. The defendant posts notices of its public meetings, and minutes
of its meetings, with the Secretary of State pursuant to the OMA. The defendant
does not refute that it has consistently received approximately 70 percent of its
funding from the Town and is included in the Town’s annual report. The contact
information included in the solicitation for bids on the parking lot project listed the
Town and an employee of the Town as the contact person for the bid.5 The defendant
corporation, or business entity acting on behalf of and/or
in place of any public agency.” (Emphasis added.)
5
Counsel acknowledged at oral argument before this Court that defendant followed
the public bid procedures for the contract.
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is listed on the Town’s web pages as a department of the Town, and the Town has
repeatedly included documentation of appropriations to the defendant in its budget
planning. The defendant is insured by the Rhode Island Interlocal Risk Management
Trust.
Both plaintiff and defendant rely on Attorney General advisory opinions, with
conflicting results, regarding whether various libraries are public bodies subject to
the APRA. The only opinion in which a library was determined to not be a public
body, the 2014 opinion concerning the Newport Public Library, is easily
distinguishable. As was pointed out by the hearing justice, the Newport Public
Library had not received public funds over a period of eighty years and was not a
part of the city’s comprehensive financial report, unlike the present circumstances
of defendant. In reviewing the undisputed facts, it is clear, there was no error by the
hearing justice in determining that defendant is a public body.
With respect to the issue of attorneys’ fees, plaintiff contends that the hearing
justice did not abuse his discretion in granting its motion for an award of fees
pursuant to § 38-2-9(d) in the amount of $60,767.87 because the very purpose of a
fee-shifting statute such as § 38-2-9(d) is to enable plaintiffs “to employ reasonably
competent lawyers without cost to themselves if they prevail.” Venegas v. Mitchell,
495 U.S. 82, 86 (1990). The plaintiff maintains that it was forced to file suit to obtain
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the records. Once the records were produced, plaintiff maintains it was defendant’s
litigation strategy that caused the dramatic increase in fees to occur.
The defendant asserts that the award of fees directly to plaintiff’s counsel
amounts to an award to a nonparty in the case and is unreasonable and not supported
by statute. The defendant further argues that, once the documents were provided,
satisfying the objectives of the APRA, then the ability to incur costs and fees should
have ended.
In the instant case, there was a clear basis for the award of attorneys’ fees once
the hearing justice determined that defendant violated the APRA. “The APRA
encourages meritorious claims under the statute by providing the incentive of an
award of attorneys’ fees for a prevailing party.” Downey v. Carcieri, 996 A.2d 1144,
1153 (R.I. 2010). After careful review of the record, in making his determination of
fees the hearing justice closely examined the lengthy and detailed invoice provided
by the plaintiff’s attorney, even rejecting certain portions of the bill. We agree with
the plaintiff’s contention that the argument by the defendant relative to the award of
fees to the nonparty attorney is specious. 6 The hearing justice considered the
6
The defendant simply made an assertion that the award of attorney’s fees directly
to plaintiff’s attorney was inappropriate, without citation to any authority, failing to
fully develop its argument. “[S]imply stating an issue for appellate review, without
a meaningful discussion thereof or legal briefing of the issues, does not assist the
Court in focusing on the legal questions raised, and therefore constitutes a waiver of
that issue.” Giddings v. Arpin, 160 A.3d 314, 316 (R.I. 2017) (mem.) (quoting
Giammarco v. Giammarco, 151 A.3d 1220, 1222 (R.I. 2017)).
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reasonableness factors for attorneys’ fees under § 38-2-9(d) and pointed out that the
attorney’s work does not need to end at the point where the records are returned.
Further, the hearing justice carefully reviewed the invoice and liberally removed fees
where he felt it was warranted for him to do so. The plaintiff was required to file
suit to obtain the documents, and the statute specifically provides for the award of
attorneys’ fees. See § 38-2-9(d). The hearing justice acted well within his discretion
in awarding fees and costs in the amount of $60,767.87.
Conclusion
For the reasons stated herein, we affirm the judgment of the Superior Court.
The papers may be returned to the Superior Court.
Justice Long did not participate.
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STATE OF RHODE ISLAND
SUPREME COURT – CLERK’S OFFICE
Licht Judicial Complex
250 Benefit Street
Providence, RI 02903
OPINION COVER SHEET
Title of Case Key Corporation v. Greenville Public Library.
No. 2021-319-Appeal.
Case Number
(PC 19-7427)
Date Opinion Filed February 17, 2023
Justices Suttell, C.J., Goldberg, Robinson, Lynch Prata, JJ.
Written By Associate Justice Erin Lynch Prata
Source of Appeal Providence County Superior Court
Judicial Officer from Lower Court Associate Justice Richard D. Raspallo
For Plaintiff:
Kevin P. Gavin, Esq.
Attorney(s) on Appeal
For Defendant:
Steven E. Snow, Esq.
SU-CMS-02A (revised November 2022)