Human Rights Def. Ctr. v. Correct Care Sols.

• Decision Date: 03 September 2021
• Docket Number: 2020-308
• Court: Vermont Supreme Court
• Parties: Human Rights Defense Center v. Correct Care Solutions, LLC and Correctional Care Solutions Group Holdings, LLC

2021 VT 63

Human Rights Defense Center v. Correct Care Solutions, LLC and Correctional Care Solutions Group Holdings, LLC

No. 2020-308

Supreme Court of Vermont

September 3, 2021

On Appeal from Superior Court, Washington Unit, Civil Division Robert R. Bent, J.

Robert Appel, Charlotte, and Daniel Marshall, General Counsel &amp Litigation Director, Human Rights Defense Center, Lake Worth Florida, for Plaintiff-Appellant.

Justin B. Barnard of DINSE, Burlington, for Defendants-Appellees.

Lia Ernst and James Diaz, ACLU Foundation of Vermont, Montpelier for Amici Curiae Secretary of State James Condos, Auditor Doug Hoffer, Prisoners' Rights Office, New England First Amendment Association, and the American Civil Liberties Union of Vermont.

PRESENT: Reiber, C.J., Eaton, Carroll and Cohen, JJ.

EATON J.

¶ 1. Between 2010 and 2015, pursuant to a contract with the Vermont Department of Corrections (DOC), Wellpath LLC^[1] assumed responsibility for providing medical care to every person in state custody within Vermont. Under the auspices of Vermont's Public Records Act (PRA), plaintiff Human Rights Defense Center (HRDC) requested from Wellpath any records relating to legal actions and settlements arising from this care. Wellpath declined to furnish the requested records, arguing that, as a private contractor, it was not subject to the PRA's disclosure requirements. HRDC brought the instant suit, and the trial court entered judgment for Wellpath. We reverse and remand.

¶ 2. The relevant facts are undisputed. Wellpath is a private company which contracts with government agencies in multiple states to provide medical care in prisons and jails. In 2009, the Vermont DOC sought bids from medical contractors capable of "operating a comprehensive health[]care program" for incarcerated individuals "on behalf of the State." The DOC selected Wellpath's bid, and the two entities entered a contract for such services beginning in 2010.

¶ 3. During the five-year period that the contract was in place, Wellpath was responsible for delivering or procuring all medical care necessary for persons incarcerated in the DOC's facilities. This comprehensive range of services encompassed, inter alia, medical assessments, primary care, infirmary services, dental care, dietary management, obstetrics and gynecology, prosthetics, optometry, substance-abuse treatment, chronic-disease management, and provision of mental-health services. In exchange for assuming these responsibilities, the DOC paid Wellpath more than $91 million over the contract period. At the time, Wellpath's only business in Vermont was pursuant to this contract with the DOC.

¶ 4. Under the contract, Wellpath's policies and procedures were both "subordinate to" those of the DOC and subject to the DOC's review to ensure compliance with relevant federal and state laws and regulations. The DOC was to "monitor[]" Wellpath's ongoing compliance through scheduled and unscheduled audits. The contract contained robust reporting requirements and detailed penalty provisions. For example, Wellpath's failure to administer a routine pharmaceutical within two hours of the time it was scheduled to be dispensed could result in a fine of up to $500 for a single occurrence.

¶ 5. HRDC, the plaintiff in this case, is a nonprofit organization focusing on public education and advocacy related to the criminal-justice system. In December 2015, citing disclosure obligations under the PRA, HRDC sent Wellpath a request for public records relating to claims, lawsuits, or settlements arising from Wellpath's provision of services under its contract with the DOC. Wellpath declined to furnish these documents, taking the position that, as a private entity, it was not subject to the PRA. HRDC sent Wellpath a second records request in December 2017, seeking substantially similar disclosures. Wellpath did not respond.

¶ 6. HRDC then filed this action in the trial court seeking to compel disclosure under the PRA. The parties filed cross-motions for summary judgment. HRDC argued that, by providing healthcare to inmates on behalf of the state, Wellpath became the "functional equivalent" of a public agency, and was therefore-like the DOC-subject to the PRA. Wellpath countered that the plain language of the PRA neither implicated private entities nor supported application of the functional-equivalency analysis, a test applied in other jurisdictions to determine whether an entity is subject to their public-records acts because its relationship with the government was such that the entity became the "functional equivalent" of a government agency. See, e.g., Washington Research Project, Inc. v. Dep't of Health, Educ. & Welfare, 504 F.2d 238, 245-48 (D.C. Cir. 1974). Thereunder, courts consider four nonexclusive factors: (1) whether, and to what extent, the entity performs a governmental or public function; (2) the level of government funding of the entity; (3)the extent of government involvement with, regulation of, or control over the entity; and (4)whether the entity was created by the government. Memphis Publ'g Co. v. Cherokee Children & Family Servs., Inc., 87 S.W.3d 67, 79 (Tenn. 2002). As the Tennessee Supreme Court has explained, because the analysis is intended "to ensure that a governmental agency cannot, intentionally or unintentionally, avoid its disclosure obligations under the [public-records act] by contractually delegating its responsibilities to a private entity," the first factor is generally viewed as the "cornerstone" of the test. Id. The trial court applied the functional-equivalency analysis and held that Wellpath was not the functional equivalent of a public agency because the provision of healthcare is not a government function. On this basis, it granted summary judgment for Wellpath.

¶ 7. HRDC appeals, maintaining that although the trial court correctly applied the functional-equivalency test to determine whether Wellpath was subject to the PRA, it erred in concluding that Wellpath was not the "functional equivalent" of the DOC thereunder and therefore fell outside the purview of the Act. Wellpath counters that the trial court reached the correct conclusion using the wrong reasoning: the functional-equivalency test is not appropriately applied under the PRA, but nor does the PRA's plain language encompass private entities like Wellpath. We do not reach the question of whether the functional-equivalency test applies to the determination of whether an entity is a "public agency" pursuant to the PRA because it is unnecessary to our conclusion; rather, we find that Wellpath was an "instrumentality" of the DOC during the contract period, and thus a "public agency" subject to the disclosure obligations of the PRA.

¶ 8. We review a trial court's summary-judgment ruling de novo, applying the same standard considered below: judgment is entered in the moving party's favor where it can show that there is no genuine dispute of material fact and judgment is appropriate as a matter of law. Scott v. State, 2021 VT 39, ¶ 11, __Vt.__, __A.3d__; see also V.R.C.P. 56(a). The only issue presented in this case is a question of law-whether the term "public agency," as used in the PRA, encompassed Wellpath during the five-year period it contracted with the state. See Northfield Sch. Bd. v. Washington S. Educ. Ass'n, 2019 VT 26, ¶ 13, 210 Vt. 15, 210 A.3d 460 (explaining that issues of statutory interpretation present questions of law).

¶ 9. In interpreting a statute, our primary aim is to discern and then implement the Legislature's intent. Flint v. Dep't of Labor, 2017 VT 89, ¶ 5, 205 Vt. 558, 177 A.3d 1080. We begin by looking to the plain meaning of the words the Legislature used. Id. Where that language is clear and unambiguous, this is also where our inquiry ends: we enforce the enactment according to those terms. Id. Only where the Legislature's intent is unclear on the face of the statute do we resort to other tools of statutory construction. Id.

¶ 10. Accordingly, we turn first to the operative language of the Act. Under the PRA, "[a]ny person may inspect or copy any public record of a public agency." 1 V.S.A. § 316(a). The Act defines "public agency" as "any agency, board, department, commission, committee, branch, instrumentality, or authority of the State or any agency, board, committee, department, branch, instrumentality, commission, or authority of any political subdivision of the State." Id. § 317(a)(2).

¶ 11. We are guided in our interpretation of this language by the Legislature's express statement of the policy which undergirds the Act. See State v. Berard, 2019 VT 65, ¶ 12, n.1, 211 Vt. 39, 220 A.3d 759 (noting that plain language of statute must be considered "in the context and structure of the statute as a whole, rather than in isolation" (quotations omitted)). In few statutes is the Legislature's intent set forth so explicitly as it is here. See Caledonian Record Publ'g Co. v. Walton, 154 Vt. 15, 20, 573 A.2d 296, 299 (1990) (commencing interpretation of PRA "with the statement of legislative intent in the Act"). The PRA's policy statement provides that "[o]fficers of government are trustees and servants of the people and it is in the public interest to enable any person to review and criticize their decisions even though such examination may cause inconvenience or embarrassment." 1 V.S.A. § 315(a). It further directs that the provisions of the PRA "be liberally construed to implement this policy." Id.

¶ 12. Moreover, the PRA finds constitutional predicate in Chapter I, Article 6 of the Vermont Constitution, in which the Framers recognized "[t]hat all power being originally inherent in and co[n]sequently derived from the people, therefore, all officers of government . . . are their trustees and...