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Smith v. Northside Hospital, Inc.

Supreme Court of Georgia

November 2, 2017

SMITH
v.
NORTHSIDE HOSPITAL, INC. et al.

          Peterson, Justice.

         A government agency owns and operates a large and complex hospital as part of its mission to provide healthcare throughout Fulton County. Perhaps concerned that providing healthcare might not be the sweet spot of government competence, the agency decides that a private, nonprofit corporation should be created to do it instead. The agency leases its considerable assets (including the hospital) to the newly-created corporation for 40 years at a relatively minimal rent, and delegates to the corporation nearly all of its governmental powers and responsibilities. The corporation's organizing documents reflect that its purpose aligns very well with the agency's: to provide healthcare for the benefit of the public.

         Thirty years later, the corporation has become massive, with considerable assets in surrounding counties. With the agency barely even a dwindling dot in the rear-view mirror, the corporation now argues that it doesn't really do anything on behalf of the agency (in part because the now nearly-nonexistent agency has no idea what the corporation is doing), and thus the corporation's records of a series of healthcare-related acquisitions aren't subject to public inspection. If the corporation's aggressive position were wholly correct, it may well cast serious doubt on the legality of the whole arrangement between the corporation and the agency. A lawyer who seeks records from the corporation under this state's sunshine laws, on the other hand, takes the opposite (but equally aggressive) position, contending that everything the corporation does is for the agency's benefit and thus all of its records are public. Both are wrong. The corporation's operation of the hospital and other leased facilities is a service it performs on behalf of the agency, and so records related to that operation are public records. But whether the acquisition-related records sought here are also public records depends on how closely related the acquisition was to the operation of the leased facilities, a factual question for the trial court to determine on remand.

         E. Kendrick Smith, an Atlanta lawyer, brought this action to compel the corporation - Northside Hospital, Inc. and its parent company, Northside Health Services, Inc., (collectively, "Northside") - to provide him with access to certain documents in response to his request under the Georgia Open Records Act ("the Act"). The trial court dismissed Smith's action after a bench trial, and a divided Court of Appeals affirmed. Smith v. Northside Hosp., Inc., 336 Ga.App. 843 (783 S.E.2d 480) (2016). We granted certiorari to consider whether the lower courts erred in concluding that the documents in question were not "public records" within the meaning of the Act. After oral argument and considerable briefing, we conclude that the Court of Appeals and trial court applied the wrong legal standard, reverse the opinion of the Court of Appeals, and remand the case for the trial court to apply the correct legal standard.

         The facts relevant to this appeal are largely undisputed. In 1966, the Commissioners of Roads and Revenues of Fulton County passed a resolution creating the Fulton County Hospital Authority (the "Authority"), which would "have and exercise all of the powers granted and prescribed in the Hospital Authority Laws." The Authority was created because of the need in Fulton County for improved and increased hospital facilities to serve the community. And to that end, the Authority opened Northside Hospital, which it owned and operated for approximately the next 25 years. In the early 1990s, the Authority, recognizing "the rapidly changing healthcare environment in which it operate[d], " undertook a study to determine how best to improve the hospital's operations. Ultimately, the Authority concluded that the best option to achieve its goals was to restructure through a long-term lease of the hospital and related assets for operation by a private, charitable, nonprofit corporation. The Authority further determined that "[r]ecent developments and opportunities affecting the ability of the [h]ospital to remain competitive and to enhance its position as a principal provider of specialty healthcare services . . . reinforced the importance of restructuring to the long term competitive position of the [h]ospital."

         Based on the foregoing assessments, the Authority on November 1, 1991, executed a lease and transfer agreement ("the Agreement") with the newly-formed Northside Hospital, Inc., a private, nonprofit corporation. Under the Agreement, the Authority leased the hospital's facilities and transferred all of its "Operating Assets" and "Existing Operations" - terms defined in the Agreement as discussed in detail below - to Northside for a term of 40 years. The "Leased Facilities" - again, a defined term in the Agreement - included certain tracts of real property in Fulton County and the facilities located thereon: Northside Hospital, a surgery center, office buildings, and improvements. The Authority agreed to use its best efforts to cause the issuance of tax-exempt revenue anticipation certificates or other evidences of indebtedness in order to fund Northside's operation and expansion of the hospital system. The Authority also gave Northside the power to act for the Authority. Northside was to operate the hospital subject to certain restrictions, pay all of the Authority's debts and assume all of its liabilities incurred in connection with the Leased Facilities, Operating Assets, and Existing Operations, and make a yearly rent payment of $100, 000. It appears from the record that the Authority and Northside have continued to renew their 40-year agreement each year. In so doing, the Authority reaffirms its determination that its agreement with Northside will promote the public health needs of the community and gives the Authority sufficient control to ensure compliance with the law and the fulfillment of its mission.

         To the extent the Authority has maintained a post-lease existence apart from Northside, it is minimal. Northside board members and officers serve as Authority members. The Authority has no employees or staff of its own. Northside's director of legal services serves as the Authority's secretary and maintains the Authority's records, which are stored at Northside's legal offices. The Authority generally holds quarterly meetings (usually at Northside) of about 30 minutes each.

         Relevant to this dispute, between 2011 and 2013, Northside entered into transactions to acquire four privately-owned physician groups.[1] In 2013, after learning of these transactions, Smith sent a letter to Northside and the Authority, entitled "Open Records Request, " seeking access to financial statements and other documents related to the acquisitions.[2] The Authority responded by informing Smith that it did not possess any records or documents that were responsive to his request. Northside also responded to Smith, declining to comply with his request. Northside told Smith that it is a private, nonprofit hospital that is not subject to the Act and that even if it were subject to the Act, the requested documents, which are "highly sensitive, " would be exempt under various provisions of the Act, including the trade-secrets exemption. In addition, Northside informed Smith that it had entered into binding confidentiality agreements that prohibited disclosure of the requested documents.

         Smith subsequently filed this lawsuit against Northside, requesting that the trial court compel Northside to comply with his open records request. The trial court later permitted three of the four private practices that Northside acquired to intervene in the case, two as defendants and the third as a third-party plaintiff seeking declaratory relief. The case ultimately proceeded to a bench trial, which was bifurcated to resolve the two dispositive issues before the trial court: (1) whether the documents in question were "public records" under the Act; and (2) if so, whether the records contained exempt trade secrets. After Smith presented his evidence as to the first issue, Northside and the intervenors moved for an involuntary dismissal of the case, and the trial court denied the motion. But when Northside and the intervenors renewed the motion after the close of all the evidence on the first issue, the court granted it. The Court of Appeals affirmed, and we granted certiorari.

         "In reviewing a bench trial, we view the evidence in the light most favorable to the trial court's rulings, defer to the trial court's credibility judgments, and will not set aside the trial court's factual findings unless they are clearly erroneous." Gibson v. Gibson, 301 Ga. 622, 624 (801 S.E.2d 40) (2017). A trial court's involuntary dismissal of a claim pursuant to OCGA § 9-11-41 (b) "may be reversed only if the evidence demands a contrary finding." Id. (citation and punctuation omitted). But a trial court's conclusions of law are subject to de novo review. Second Refuge Church of Our Lord Jesus Christ, Inc. v. Lollar, 282 Ga. 721, 724 (2) (653 S.E.2d 462) (2007). And the application of the wrong legal standard may be reversible error. See Great Amer. Dream, Inc. v. DeKalb Cnty., 290 Ga. 749, 752 (1) (727 S.E.2d 667) (2012).

         1. A public agency need not always have direct involvement in or even knowledge of a particular action of a private entity for that action to qualify as the performance of a service or function "on behalf of" the agency.

         Under the Act, "[a]ll public records shall be open for personal inspection and copying, except those which by order of a court of this state or by law are specifically exempted from disclosure." OCGA § 50-18-71 (a). The Act previously defined public records as only those records "prepared and maintained or received in the course of the operation of a public office or agency" or "received or maintained by a private person or entity on behalf of a public office or agency[.]" See Ga. L. 1992, pp. 1061, 1064 § 5 (codified at prior version of OCGA § 50-18-70 (a)). In 1999, the Legislature amended the statute to include records "received or maintained by a private person, firm, corporation or other private entity in the performance of a service or function for or on behalf of an agency[.]" Ga. L. 1999, pp. 552, 553, § 1. OCGA § 50-18-70 has since been amended, see Ga. L. 2012, pp. 218, 226, § 2, but the Legislature retained the "in the performance of a service or function for or on behalf of an agency" language; it now defines "public records" to include "all documents . . . prepared and maintained or received by an agency or by a private person or entity in the performance of a service or function for or on behalf of an agency[.]" OCGA § 50-18-70 (b) (2). The definition of "agency" employed by the statute includes "[e]very . . . authority" of "every county . . . of this state." See OCGA § 50-14-1 (a) (1) (B), (C); OCGA § 50-18-70 (b) (1).

         The parties agree that the Authority is an "agency" and Northside is not; the only question posed by this appeal is whether the documents sought by Smith were "prepared and maintained or received by" Northside "in the performance of a service or function for or on behalf of" the Authority. In construing a statute, "we must afford the statutory text its plain and ordinary meaning, we must view the statutory text in the context in which it appears, and we must read the statutory text in its most natural and reasonable way, as an ordinary speaker of the English language would." Deal v. Coleman, 294 Ga. 170, 172-173 (1) (a) (751 S.E.2d 337) (2013) (citations omitted).[3] Dictionaries define "on behalf of" as including "as the agent or representative of, " "on the part of, " and "in the name of." See Black's Law Dictionary 184 (10th ed. 2014); Bryan A. Garner, A Dictionary of Modern American Usage 78 (1998); see also Webster's New Collegiate Dictionary 141 (9th ed. 1991). In the context of the statute, a private entity acts "on behalf of" a government agency when the agency arranges for the private entity to perform a government function that the agency would otherwise have to perform. But nothing in this statutory text requires that the agency direct the private entity in the specific details of its work, or even know those details, in order for the records of that work to be public records; it is certainly possible for an entity that has been given a broad charge to work on an agency's behalf to do that work without informing the agency about everything.[4]

         Both the trial court and the Court of Appeals employed a narrower standard, requiring Smith to show that the Authority approved, directed, or was involved with the specific transactions at issue. In concluding that Smith had not shown that the documents that he sought were public records, the trial court stated that there was no evidence that Northside "entered into or performed any of the transactions for or on behalf of the Authority, or exercised any of the Authority's powers when doing so[, ]" no evidence "that the Authority discussed in advance, requested, approved, or authorized Northside to enter into the transactions at issue[, ]" and no evidence that "the Authority was involved in any way in the negotiating of the transactions or preparing, executing, maintaining, or receiving the documents sought." The trial court found that it could not conclude "that Northside functioned under the direction and control of the Authority as its vehicle to implement the Authority's duty to provide public health, or that there is a shared ownership and control between the Authority and Northside such that the documents at issue were generated or maintained by Northside on behalf of the Authority." In affirming the trial court, the Court of Appeals wrote:

Smith seeks documents related to commercial transactions between private entities, which the Authority had no knowledge, interest, or involvement in to any degree. Indeed, these acquisitions were negotiated and executed solely by Northside for its own private purposes, and it did not seek the Authority's approval or even inform the Authority of its plans in advance. Moreover, Smith presented no evidence that any public officials participated in the negotiations, and it was undisputed that no public funds were used to finance the acquisitions.

Northside Hosp., 336 Ga.App. at 856-857 (1).

         Evidence that a public official directed or had knowledge of a particular action may be one way to determine that the action was undertaken on behalf of a public agency, but it isn't always necessary. When the work a private entity does for an agency is a relatively discrete task, looking for specific government involvement or approval may well be appropriate. But when the scope of the task given to a private entity is much broader, it's less reasonable to require specific government ...


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