Pa. Interscholastic Athletic Ass'n, Inc. v. Campbell

• Docket Number: 71 MAP 2022,72 MAP 2022,No. 71 MAP 2022,No. 72 MAP 2022
• Decision Date: 21 February 2024
• Citation: 310 A.3d 271
• Parties: PENNSYLVANIA INTERSCHOLASTIC ATHLETIC ASSOCIATION, INC., Appellant v. Simon CAMPBELL (Office of Open Records), Appellee Pennsylvania Interscholastic Athletic Association, Inc., Appellant v. Simon Campbell (Office of Open Records), Appellee
• Court: Pennsylvania Supreme Court

310 A.3d 271

PENNSYLVANIA INTERSCHOLASTIC ATHLETIC ASSOCIATION, INC., Appellant

v.Simon CAMPBELL (Office of Open Records), Appellee

Pennsylvania Interscholastic Athletic Association, Inc., Appellant

v.Simon Campbell (Office of Open Records), Appellee

No. 71 MAP 2022

No. 72 MAP 2022

Supreme Court of Pennsylvania.

Argued: May 24, 2023

Decided: February 21, 2024

Appeal from the Order of the Commonwealth Court dated November 30, 2021 at Nos. 25 CD 2021 & 107 CD 2021 Affirming and partially denying the January 13, 2021 Final Determination of the Office of Open Records at No. AP-2020-2639.

Appeal from the Order of the Commonwealth Court dated November 30, 2021 at No. 170 CD 2021, Affirming the Office of Open Record’s Order dated February 5, 2021 at No. AP-2020-2639 denying the Petition for Reconsideration.

Thomas E. Breth, Thomas W. King III, Esqs., Dillon McCandless King Coulter & Graham LLP, for Amicus Curiae Butler Area School District.

Melissa Bevan Melewsky, Esq., for Amicus Curiae Pennsylvania NewsMedia Association.

Alan R. Boynton Jr., Dana Windisch Chilson, Kandice Kerwin Hull, Esqs., McNees Wallace & Nurick LLC, J Chadwick Schnee, Esq., Schne Legal Services, for Appellant.

Craig James Staudenmaier, Esq., for Appellee.

TODD, C.J., DONOHUE, DOUGHERTY, WECHT, MUNDY, BROBSON, JJ.

OPINION

JUSTICE MUNDY

We granted review to determine whether Appellant, the Pennsylvania Interscholastic Athletic Association(PIAA), is valid- ly classified as a state-affiliated entity and, as such, is subject to the Right to Know Law’s record-disclosure mandates.

I.Background

PIAA is a non-profit corporation and voluntary-member organization which organizes interscholastic athletics and promotes uniform standards in interscholastic sports.It was created in 1913 by a group of high school principals as an unincorporated voluntary-membership organization.In 1978, it incorporated- under Pennsylvania’s Nonprofit Corporation Law (the "Nonprofit Law").¹Its membership consists of a mix of public and private middle schools and high schools, including charter schools, about 1,400 in number.Schools become members when they apply for, and are accepted for, membership by PIAA.PIAA’s funding comes from, gate receipts and membership fees paid by school districts, which, PIAA claims, derive from ticket sales at their own regular-season contests.PIAA contends it does not receive any taxpayer funding.

In 2020, AppelleeSimon Campbell, a private citizen, filed a records request under the Right to Know Law (the "RTKL"),² seeking eight categories of records to the extent those records exist in electronic form.He sought: (1) legal invoices, (2) cleared checks, (3) bank statements, (4) bank account transaction lists, (5) financial statements from independent auditors, (6) PIAA’s most recent Form 990 filing with the IRS, (7) communications between PIAA officials and PIAA lawyers discussing PIAA improperly being included within the RTKL, and (8) a screenshot with the names of the software programs in PIAA’s possession which can perform redactions on PDF files or other electronic files.³PIAA replied, stating: items (1), (2), (3), (4), (7), and (8) do not exist; it had requested records for item (5) from its auditors and was awaiting their reply; and item (6) was available on PIAA’s publicly-accessible website.PIAA also raised a general objection to the request, asserting it is not a Commonwealth authority or entity subject to the RTKL, and noting its intent to litigate the issue.Campbell appealed to the Office of Open Records("OOR").PIAA sought a stay of the appeal because it had already initiated a Petition for Review in the Commonwealth Court’s original jurisdiction, seeking declaratory relief and raising the issue of whether PIAA is subject to the RTKL - and if so, challenging the constitutionality of that inclusion.SeePIAA v. Commonwealth, No. 661 M.D. 2020, Petition for Review in the Nature of a Complaint for Declaratory and Injunc- tive Relief (Pa. Cmwlth.)(filed Dec. 18, 2020).

OOR denied the stay request and, thereafter, issued a final determination finding PIAA was subject to the RTKL and granting some of Campbell’s requests.

Campbell appealed to the Commonwealth Court, challenging a portion of OCR’s decision.For its part, PIAA provided Campbell with some of the records ordered by OOR and also moved for reconsideration, arguing OOR had erred by refusing to stay the appeal, finding PIAA is subject to the RTKL, granting access to unredacted legal invoices, and failing to give PIAA additional time to provide responsive records under prevailing law.PIAA attached an affidavit from its executive director, Dr. Robert Lombardi, who provided additional evidence concerning application of the attorney-client privilege and the attorney work-product doctrine as they relate to the legal invoices requested in item (1); the massive volume of records responsive to items (2)-(4); and information about the lack of any records responsive to item (7).After OOR denied reconsideration, PIAA cross-appealed, challenging OOR’s original decision.Separately, PIAA sought appellate review of OOR’s order denying the request for reconsideration.

The Commonwealth Court consolidated the three appeals and, in a published opinion and order, largely affirmed OOR’s underlying final determination.SeeCampbell v. PIAA, 268 A.3d 502(Pa. Cmwlth. 2021)(en banc).The court did, however, modify OOR’s holding with regard to legal invoices paid by PIAA, directing PIAA to produce redacted copies of such invoices together with a privilege log.It also affirmed OOR’s denial of PIAA’s request for reconsideration.Seeid. at 521.

In reaching its holding, the court spoke to two topics pertinent to this appeal.The first is whether the RTKL’s specific listing of PIAA as a "state-affiliated entity" constitutes invalid special legislation.That term is defined by the RTKL as follows:

"State-affiliated entity."A Commonwealth authority or Commonwealth entity.The term includes the Pennsylvania Higher Education Assistance Agency and any entity established thereby, the Pennsylvania Gaming.Control Board, the Pennsylvania Game Commission, the Pennsylvania Fish and Boat Commission, the Pennsylvania Housing Finance Agency, the Pennsylvania Municipal Retirement Board, the State System of Higher Education, a community college, the Pennsylvania Turnpike Commission, the Pennsylvania Public Utility Commission, the Pennsylvania Infrastructure Investment Authority, the State Public School Building Authority, the Pennsylvania Interscholastic Athletic Associationand the Pennsylvania Higher Educational Facilities Authority.The term does not include a State-related institution.

65 P.S. § 67.102(emphasis added).⁴

PIAA argued it could not be a state-affiliated entity because it: (a) receives no state funding, (b) has not been granted any powers by the Commonwealth, (c) is not administered or governed by any Commonwealth personnel, and (d) was riot created by the General Assembly.PIAA also indicated that, even if it is listed as a state-affiliated entity in the above definition, its iriclusion within the RTKL as such, when it does not meet the definition established for the class in which it is included, amounts to unconstitutional special legislation and violates PIAA’s equal protection rights, as its inclusion in the RTKL as a state-affiliated entity bears no rational relationship to the purpose of the law and illegally discriminates against PIAA.

In response, the court stated PIAA is a Commonwealth agency "if the General Assembly says it is,"Campbell, 268 A.3d at 510(quotingHarristown Dev. Corp. v. DGS, 532 Pa. 45, 614 A.2d 1128, 1131(1992)), referencing that PIAA is enumerated as a state-affiliated entity in the above definition.The court acknowledged such identification may violate the Constitution’s no-special-laws provision, seePa. Const. art. III, § 32("The General Assembly shall pass no local or special law in any case which has been or can be provided for by general law[.]"), as well as equal protection.In assessing this claim, however, the court added that the Legislature retains the power to make classifications that bear a reasonable relationship to a legitimate state interest.SeeCampbell, 268 A.3d at 511(citing and quotingPa. Tpk. Comm’n v. Commonwealth, 587 Pa. 347, 899 A.2d 1085(2006);Harrisburg Sch. Dist. v. Zogby, 574 Pa. 121, 828 A.2d 1079(2003)).Thus, while similarly-situated persons must be treated alike, differential treatment is permitted as long as the rational-basis test is met.In Harristown, the court observed, a nonprofit corporation was deemed a state agency for RTKL purposes because it was the largest lessor of space to the state.Hence, for state-governmental purposes, the General Assembly could conclude the Commonwealth must be able to monitor Harristown’s fiscal soundness.SeeHarristown, 614 A.2d at 1132.

Applying these precepts, the court referred to PIAA’s website which states its board of directors is drawn from member school districts, the Pennsylvania School Boards Association, and the Pennsylvania Department of Education among other entities.The court also relied on a decision of this Court from the 1970s suggesting PIAA was funded by school district membership fees, "and so ultimately by the Commonwealth’s taxpayers"(as well as by gate receipts at sporting events).Campbell, 268 A.3d at 512-13(quotingSch. Dist. of City of Harrisburg v. PIAA, 453 Pa. 495, 309 A.2d 353, 356-57(1973)(plurality)).Based on this information, the court held "the General Assembly’s classification of PIAA as a ‘state-affiliated entity’ for the purpose of qualifying as [a Commonwealth] agency under the RTKL has a rational basis and furthers a legitimate state interest of transparency in PIAA’s use of public funds in a manner that dramatically impacts students’ lives."Id. at 513.

The second issue of present relevance that the court addressed was whether the...