2015 UT App 216
THE UTAH COURT OF APPEALS
WALKER I INVESTMENTS, LLC,
Plaintiff and Appellant,
v.
SUNPEAK ASSOCIATION, INC.,
Defendant and Appellee.
Memorandum Decision
No. 20140085-CA
Filed August 27, 2015
Third District Court, Silver Summit Department
The Honorable Ryan H. Harris
No. 130500510
John D. Morris and Robert S. Rosing, Attorneys
for Appellant
Bruce H. Shapiro, Attorney for Appellee
JUDGE KATE A. TOOMEY authored this Memorandum Decision, in
which JUDGE GREGORY K. ORME concurred. JUDGE J. FREDERIC
VOROS JR. concurred in part and dissented in part, with opinion.
TOOMEY, Judge:
¶1 Walker I Investments, LLC (Walker) appeals from the
district court’s order denying its request for access to certain
records maintained by Sunpeak Association, Inc. (the
Association). We affirm.
¶2 Walker owned real property located in a Park City, Utah
subdivision. Because of its ownership, Walker was a member of
the Association, which is incorporated under the Utah Revised
Nonprofit Corporation Act (the Act).
¶3 In July 2013—in the midst of an unrelated and ongoing
lawsuit between Walker and the Association—Walker sent a
Walker I Investments, LLC v. Sunpeak Association, Inc.
letter to the Association asserting its rights under the Act and
demanding access to various documents for inspection and
copying. Among other things, Walker requested access to the
Association’s annual meeting records, insurance policies,
contracts, and membership list. Walker asserted several
purposes for its request, including facilitating the sale of
Walker’s property, verifying the Association’s compliance with
applicable laws and with its organizing documents, and
investigating the cost and nature of services provided to the
Association.
¶4 The Association produced some, but not all, of the
requested documents in response to Walker’s demand letter. In
addition, the Association asserted that prior to Walker’s request,
it had already disclosed a portion of the requested documents
during the course of the parties’ litigation. The parties engaged
in a series of communications regarding Walker’s documents
request, but the Association ultimately refused to produce the
additional, undisclosed documents.
¶5 In September 2013, Walker filed the present action,
petitioning the district court to order the production of the
requested records and seeking an award of attorney fees and
costs under the Act. The court heard oral arguments. Walker
argued that because it had a proper purpose for its demand, it
had a statutory right under the Act to inspect any of the
Association’s records. The Association responded that Walker
lacked a proper purpose to access several of the records. One
particular point of contention during the hearing concerned
Walker’s demand to inspect and copy a list of the email
addresses and phone numbers of the Association’s members.
Walker asserted that communicating ‚efficiently‛ and ‚cost
effectively‛ with other members regarding the Association’s
operations was a proper purpose. The Association countered
that the email addresses and phone numbers of its members
constituted private information it was not required to disclose.
20140085-CA 2 2015 UT App 216
Walker I Investments, LLC v. Sunpeak Association, Inc.
¶6 The district court granted Walker partial relief. It ordered
the Association to produce or ‚make available for inspection and
copying‛ several records previously withheld. But the court also
concluded that the Association was not required to produce
other records, specifically the email addresses and phone
numbers of the Association’s members. The court’s rationale was
that Walker ‚*did+ not have a proper purpose in requesting more
than the name and address of the members of the Association.‛
It reasoned that the Association ‚has produced documentation
containing the names and addresses of the members which
provides a sufficient method to contact the members.‛
¶7 Further, the court denied Walker’s request for attorney
fees, concluding that the Association had demonstrated it ‚had
[a] reasonable basis for doubt about the right of [Walker] to seek
records.‛ As a result, the court found the Association had
‚refused inspection and copying in good faith.‛ Under these
circumstances, the court determined that an award of attorney
fees was not warranted. Walker appeals.1
1. The Association filed a suggestion of mootness, asserting that
Walker is no longer entitled to inspect and copy the
Association’s records because it sold its property. Though
Walker acknowledged the sale of its property, it opposed the
Association’s suggestion of mootness on the ground that its
access to the Association’s records may reveal legal claims
Walker still may have against the Association. This court
previously ruled that this appeal is not moot with respect to the
attorney-fees issue but reserved a ruling on mootness with
respect to the records-access issue. See generally Utah R. App. P.
37(a). ‚The burden of persuading the court that an issue is moot
lies with the party asserting mootness.‛ Salt Lake County v.
Holliday Water Co., 2010 UT 45, ¶ 21, 234 P.3d 1105 (citation and
internal quotation marks omitted). ‚An appeal is moot if during
the pendency of the appeal circumstances change so that the
(continued<)
20140085-CA 3 2015 UT App 216
Walker I Investments, LLC v. Sunpeak Association, Inc.
I. Records Access
¶8 Walker challenges the district court’s denial of its request
to access the Association’s members’ email addresses and phone
numbers, arguing that the court erred in interpreting and
applying the Act. Specifically, Walker argues the list constituted
‚any record of the Association‛ that Walker had a ‚proper
purpose‛ to inspect and copy under the Act.2 ‚The proper
interpretation and application of a statute is a question of law
which we review for correctness, affording no deference to the
district court’s legal conclusion.‛ Gutierrez v. Medley, 972 P.2d
913, 914–15 (Utah 1998). Because we conclude that the Act only
requires the Association to produce a list of its members’ names
and addresses, we need not decide whether Walker had a proper
purpose for demanding access to the email addresses and phone
numbers of the Association’s members.
¶9 The Utah Revised Nonprofit Corporation Act requires
nonprofit corporations to maintain various records related to
(