On certification to the Superior Court, Appellate Division, whose opinion is reported at 368 N.J. Super. 425 (2004).
(This syllabus is not part of the opinion of the Court. It has been prepared by the Office of the Clerk for the convenience of the reader. It has been neither reviewed nor approved by the Supreme Court. Please note that, in the interests of brevity, portions of any opinion may not have been summarized).
A reporter for The Times of Trenton Publishing Corporation (The Times) was not permitted to attend various board meetings of Lafayette Yard Community Development Corporation and was denied access to the minutes of those meetings. The Times filed a complaint against the Corporation claiming that the provisions of the Open Public Meetings Act (OPMA) and the Open Public Records Act (OPRA) govern access to the meetings of the Corporation's Board of Trustees and to the minutes of those meetings.
In or about March 2002, Albert Raboteau, a reporter from The Times sought and was denied access to a meeting of the Board of Lafayette Yard.The Mayor of Trenton, Douglas Palmer, informed Raboteau that Lafayette Yard was a private corporation and that OPMA did not apply to the activities of the Board. Raboteau was denied access to Board meetings on June 27 and on August 29, 2002. Raboteau also was denied access to the minutes of both meetings.
The Times filed suit to enjoin Lafayette Yard from excluding the public from its board meetings in violation of OPMA, and to require the trustees to produce for public inspection the minutes of all past and future Board meetings. The trial court denied injunctive relief and issued an opinion holding that Lafayette Yard was neither a public body, as defined by OPMA, nor a public agency subject to OPRA and dismissed the complaint. The Appellate Division, in a reported opinion, reversed and remanded the matter for further proceedings.
This Court granted certification to consider whether Lafayette Yard is a public body subject to OPMA or a public agency subject to OPRA.
HELD: Lafayette Yard is subject to both statutes because it is a public body that performs a governmental function within the meaning of OPMA and an instrumentality or agency created by a political subdivision under OPRA.
1. If an entity is a "public body" within the meaning of OPMA, it is subject to OPMA, and must open its meetings to the public. The relevant test is framed in the alternative -- the entity must perform a governmental function or must be authorized to expend public funds. In respect of this case, we must determine whether Lafayette Yard's relationship with the City and the requirements under which it operates are such that it satisfies either alternative. (pp. 14-15)
2. Lafayette Yard was created consistent with the provisions of IRS Revenue Ruling 63-20 and IRS Revenue Procedure 82-26, with the goal of reducing the costs of the project through the issuance of tax-exempt bonds. Those provisions impose various conditions that suggest the Corporation is not simply a private entity. Lafayette Yard's bonds have been issued on behalf of the City and are backed by the City's guarantee. (pp. 16-17)
3. This case is about whether Lafayette Yard performs a governmental function under OPMA such that the rights, duties, obligations, privileges, benefits, or other legal relations of any person are affected. We find that Lafayette Yard does perform such a function and is a public body subject to OPMA. (pp. 17-18)
4. The Appellate Division determined that application of the public trust doctrine to the facts of this case would lead to the conclusion that Lafayette Yard is subject to OPMA. We express no opinion on that determination. (p. 18)
5. Under OPMA, an entity also may be deemed, a "public body," pursuant to N.J.S.A. 10:4-8a, if it is "collectively authorized to spend public funds." To the extent that public funds, through the commitment of the City, have been put at risk, the OPMA alternative test has been met. (pp. 19-21)
6. The Times has asserted that Lafayette Yard is an instrumentality or agency created by a political subdivision and that the Corporation is therefore subject to OPRA. The Appellate Division agreed for essentially the same reasons and ordered the minutes of the Board meetings to be made available for inspection, copying and examination in accordance with OPRA. We also agree. (p. 21)
7. Lafayette Yard claims that it was created by public-spirited citizens who incorporated as a private nonprofit entity to assist the City in redeveloping 3.1 acres in its redevelopment plan. That claim is true -- as far as it goes. To accept it without further discussion would be to elevate form over substance to reach a result that subverts the broad reading of OPRA as intended by the Legislature. Suffice it to say that the Mayor and City Council have absolute control over the membership of the Board of Lafayette Yard and that the Corporation would only have been created with their approval. That the conditions under which Lafayette Yard operates are dictated by IRS Revenue Ruling 63-20 and Revenue Procedures 82-26 is beside the point; the effect is that Lafayette Yard is subject to the requirements of OPRA. (p. 23)
8. Lafayette Yard maintains that it was created to assist the City unencumbered by the various bureaucratic burdens endemic to public entities. We express no view as to other burdens imposed on government or whether they apply to Lafayette Yard. We hold only that Lafayette Yard is bound by OPMA and OPRA. (p. 24)
The judgment of the Appellate Division is AFFIRMED as MODIFIED. The matter is REMANDED for further proceedings consistent with this opinion.
JUSTICES LONG, LaVECCHIA, ZAZZALI, ALBIN, WALLACE and RIVERA-SOTO join in CHIEF JUSTICE PORITZ'S opinion.
The opinion of the court was delivered by: Chief Justice Poritz
The essential facts of this case are not in dispute. A reporter for The Times of Trenton Publishing Corporation (The Times) was not permitted to attend various board meetings of Lafayette Yard Community Development Corporation (Lafayette Yard or Corporation) and, further, was denied access to the minutes of those meetings. The Times filed a complaint against the Corporation claiming that the provisions of the Open Public Meetings Act, N.J.S.A. 10:4-6 to -21, and the Open Public Records Act, N.J.S.A. 47:1A-1 to -13, govern access to the meetings of the Corporation's Board of Trustees (Board or Trustees) and to the minutes of those meetings. We hold today that Lafayette Yard is subject to both statutes because it is a "public body" that "perform[s] a governmental function" within the meaning of N.J.S.A. 10:4-8a, and because it is an "instrumentality or agency created by a political subdivision" under N.J.S.A. 47:1A-1.1.
As described in its Certificate of Incorporation filed on June 8, 1998, respondent Lafayette Yard is a private, nonprofit corporation established solely "to assist the City of Trenton . . ., the Trenton Parking Authority and the State of New Jersey to provide for the redevelopment of a 3.1 acre site known as the Lafayette Yard property located in the City . . . [and to] consist of a hotel, conference center and parking facility." At that time, the City of Trenton had acquired or was acquiring the 3.1 acres, which included property located in the John Fitch Way I Redevelopment Area, described on the City Tax Maps as Block 1H, Lots 150, 153 and 154, and the rights and interests of the State of New Jersey to a vacated portion of Peace Street known as Memorial Drive. It was the ...