Immanuel v. Comptroller of Maryland

RAKER, J. We issued a writ of certiorari in this case to decide primarily whether the Maryland Public Information Act and the Uniform Disposition of Abandoned Property Act require the Comptroller of Maryland to withhold certain information about accounts held in the database of abandoned property accounts. The petition for certiorari presented the following questions: “1. Does the prohibition against providing financial information in response to Public Information Act requests prohibit disclosure of information concerning comparative values when interpreted in light of the legislative scheme and purpose of the Abandoned Property Act? ⁷⁹ 2. Was it proper for the Court of Special Appeals to affirm the modifications of Petitioner’s Public Information Act request, as to number and age of accounts, and thus interfere with Petitioner’s ability to profit from his work? 3.

Was it proper for the Court of Special Appeals to affirm the Circuit Court’s vacating its earlier sealing of the case to protect Petitioner’s trade secret?” We shall hold that the Maryland Public Information Act prohibits disclosure of information that reveals the comparative value of abandoned property accounts, and shall affirm. Because we affirm, the issue of sealing the case is moot. I. This case has a long history in the courts and administrative agencies in Maryland. The case centers around petitioner’s November 3, 2011 written request for information under the Maryland Public Information Act (hereinafter “MPIA”), Maryland Code (2014), § 4-101 et seq. of the General Provisions Article (“GP”), 1 related to the value of unclaimed property accounts in the custody of the Comptroller of Maryland.

Petitioner requested a list of the names and addresses of individuals with the 5,000 largest accounts of unclaimed property, ordered from the largest value to the smallest. Based upon the Comptroller’s interpretation of the statute that the requested information was prohibited under the MPIA, the Comptroller denied the request on the grounds that the records contained “information about the finances of an individual, including assets, income, liabilities, net worth, bank balances, financial history or activities, or creditworthiness.” GP § 4-336(b). ⁸⁰ Petitioner filed a petition for judicial review in the Circuit Court for Wicomico County. He filed a motion to seal the case record on the grounds that the record contained his trade secret (his technique for soliciting the information in question in this case), which the Circuit Court granted. The Circuit Court ordered the Comptroller to disclose the requested records in value order as petitioner requested, and the Comptroller appealed to the Court of Special Appeals.

The Court of Special Appeals affirmed in part, and reversed in part. Comptroller of Treasury v. Immanuel, 216 Md.App. 259 , 85 A.3d 878 (2014) (Immanuel I). The Court of Special Appeals held that Mr. Immanuel was entitled to a list of claims, but not sorted by value. Id. at 274 , 85 A.3d at 887 .

The court remanded the case to the Circuit Court, “for the limited purpose of allowing the circuit court to determine the precise boundaries of the production the Comptroller must make to Mr. Immanuel,” concluding that “Mr. Immanuel should emerge on remand with a list of claims that tracks the Comptroller’s disclosure obligations under the Abandoned Property Act, but that is not sorted by dollar value.” Id. at 275 , 85 A.3d at 888 . On remand, the Circuit Court ordered petitioner to submit a modified MPIA request, limited to accounts received by the Comptroller within 365 days with a value of $100 or greater, without any sorting by value or other financial information. Upon the Comptroller’s request, the Circuit Court vacated its order to seal the case. Mr. Immanuel appealed to the Court of Special Appeals, which affirmed the Circuit Court, holding that the Circuit Court did not err or abuse the discretion delegated to it, as “its order properly tracks the Comptroller’s disclosure obligations under the Abandoned Property Act, and thus complies with our instructions to that court.” Immanuel v. Comptroller of Treasury, 225 Md.App. 581, 594, 126 A.3d 196, 203 (2015) (Immanuel II).

The court agreed with the Circuit Court that extracting “a list of any specific number of claims [i.e. extracting the most valuable 5,000 accounts] ranked or identified by value is barred from disclosure by the MPIA, as limited by the Abandoned Property Act, because ⁸¹ releasing such information would reveal the relative value of such claims in comparison with other claims in the Comptroller’s possession, which would constitute disclosure of individual financial information.” Id. at 595 , 126 A.3d at 204 . We granted a writ of certiorari to consider the issues presented. Immanuel v. Comptroller of Maryland, 446 Md. 218 , 130 A.3d 507 (2016).

II

The MPIA gives the public the right to broad disclosure of government or public documents with exemptions for specific kinds of information. GP § 4-101, et seq. The Act describes the general right to information as follows: “(a) All persons are entitled to have access to information about the affairs of government and the official acts of public officials and employees. (b) To carry out the right set forth in subsection (a) of this section, unless an unwarranted invasion of the privacy of a person in interest would result, this title shall be construed in favor of allowing inspection of a public record, with the least cost and least delay to the person or governmental unit that requests the inspection.” GP § 4-103.

We construe the MPIA liberally to effectuate the Act’s broad remedial purpose. A.S. Abell Pub. Co. v. Mezzanote, 297 Md. 26, 32 , 464 A.2d 1068, 1071 (1983). The MPIA defines “public record” as “the original or any copy of any documentary material that: (I) is made by a unit or an instrumentality of the State or of a political subdivision or received by the unit or instrumentality in connection with the transaction of public business....” GP § 4-101(j)(1).

The State must disclose certain records unless the requested records are within the scope of a statutory exemption. Faulk v. State’s Att’y for Harford Cty., 299 Md. 493, 506-07 , 474 A.2d 880, 887 (1984). Section 4-103(b) of the MPIA provides that records should be withheld if “an unwarranted invasion of the privacy of a person in interest would result....” The MPIA is clear that “[u]nless otherwise provid ⁸² ed by law, a custodian shall deny inspection of a public record, as provided in this part.” GP § 4-304. Sections 4-328-342 of the MPIA sets out required denials for specific information— exemptions to the general policy of disclosure of public records.

The exemptions are categories of documents and information “that the statute mandatorily instructs a custodian to deny, or permit, inspection.” Univ. Sys. of Maryland v. Baltimore Sun Co., 381 Md. 79, 88 , 847 A.2d 427, 432 (2004). Importantly, the express exemptions set out in the statute, “are intended to address the reasonable expectation of privacy that a person in interest has in certain types of records identified by the Legislature.” Id. at 99-100 , 847 A.2d at 439 . The prohibition against disclosing financial information is codified in GP § 4-336, which reads as follows: “(a) This section does not apply to the salary of a public employee.

(b) Subject to subsection (c) of this section, a custodian shall deny inspection of the part of a public record that contains information about the finances of an individual, including assets, income, liabilities, net worth, bank balances, financial history or activities, or creditworthiness. (c) A custodian shall allow inspection by the person in interest.” The Uniform Disposition of Abandoned Property Act (hereinafter “Abandoned Property Act”), Maryland Code (1990), § 17-301, et seq. of the Commercial Law Article (“CL”), provides that “[e]very person holding funds or other tangible or intangible property presumed abandoned under this subtitle shall report to the Administrator with respect to the property as provided in this section.” CL § 17-310. In Maryland, “abandoned property” is defined as tangible and intangible personal property considered abandoned under the title. CL § 17 — 101(b)(1).

The Comptroller is the Administrator under the Abandoned Property Act. CL § 17 — 101(c). After reporting the property to the Comptroller, the property holder must then deliver the abandoned property to the Comptroller, CL § 17-312, who acts as custodian for the owner. CL § 17-313.

The Abandoned Property Unit of the ⁸³ Comptroller’s Office maintains a database of information regarding the property held and the persons entitled to claim it. Information in the Abandoned Property Unit database can be extracted and sorted. The Abandoned Property Act requires that the Comptroller notify the public of those accounts held, providing as follows: “Within 365 days from the filing of the report required by § 17-310 of this subtitle, the Administrator shall cause notice to be published in a newspaper of general circulation in the county in the State within which is located the last known address of any person to be named in the notice.” CL § 17-311(a)(1). 2 The notice shall contain “[t]he names in alphabetical order and last known addresses, if any, of persons listed in the report....” CL § 17-311(b)(1). The Comptroller is not required to publish in the notice any item valued at less than $100 unless the Comptroller considers the publication to be in the public interest.

CL § 17 — 311(c). Further information about an account, including the amount or description of the property, is reserved for “any person who possesses an interest in the property,” and such information may be obtained by addressing inquiry to the Comptroller. CL § 17-311(b)(2).

III

Before this Court, petitioner argues that the plain language of the MPIA and the Abandoned Property Act require disclosure of the information he requested, and that the purpose of those statutes is served by disclosure. He argues that the Court of Special Appeals erred in adding language to the MPIA prohibiting disclosure of incremental financial information based on comparative value. Petitioner argues that the purposes of the two statutes are disclosure of public information favored over non-disclosure, and return of property to ⁸⁴ true owners favored over unjust enrichment by holders of abandoned property. Also, petitioner argues that the purpose of the disclosure requirement of the Abandoned Property Act is meant to halt the unjust enrichment of the State’s general fund.

Petitioner argues that the lower courts improperly required him to modify his MPIA request, as it is not within the purview of the courts to act beyond the remedies prescribed in GP § 4 — 362(c)(3). 3 He argues that because the Legislature has contemplated and regulated his profession, the Legislature intended for his profession to be profitable. Petitioner asserts that the request as ordered by the Circuit Court — for the names and last known addresses for all account holders with accounts valued over $100 reported within 365 days, not in any value order — would prevent him from making any profit. Petitioner cannot enforce contracts with account holders unless the account has been with the Comptroller over 24 months. CL § 17-325.

Further, he cannot run his business efficiently by seeking the holders of the most valuable accounts without a value-ordered list. Petitioner argues that it was improper for the Circuit Court and the Court of Special Appeals to rescind their initial orders sealing the cases that have resulted in this appeal, as a description of his technique for soliciting the information at issue in this case is a trade secret under CL § 11 — 1201(e). 4 ⁸⁵ Petitioner argues that although his technique was made public in two published opinions of the Court of Special Appeals, this action does not leave him without the remedy of now sealing the cases from further publication. The Comptroller argues that the information petitioner seeks goes beyond the information he is required to disclose under the Abandoned Property Act, and that the additional information at issue is information about the finances of individuals, including assets, bank balances and financial activities. The Comptroller argues that he is required under the Abandoned Property Act to reveal publicly a particular subset of the information he holds about abandoned property accounts.

That information includes the names and last known addresses of individual account holders in alphabetical order, but that excludes the value of the property. The Comptroller maintains that the General Assembly could have required the Comptroller to make publicly available the information in his possession about asset value, but it declined to do so. The Comptroller further argues that the Circuit Court did not err in modifying petitioner’s MPIA request, and that the Circuit Court faithfully executed the mandate of the Court of Special Appeals in Immanuel I, as the intermediate appellate court held in Immanuel II. The Comptroller argues that the lower courts were correct to rescind previous orders sealing this case or refusing to seal the case, contending that unless petitioner is actually entitled to the information he seeks, his method of requesting it cannot possibly constitute a trade secret.

Further, the Comptroller argues that the technique petitioner seeks to protect has been published in two opinions of the Court of Special Appeals and ⁸⁶ is described almost exactly in the 1992 Attorney General’s Opinion on this subject. See 77 Md. Op. Att’y Gen. 188 (1992).

IV

We shall first address petitioner’s arguments that the plain language of the MPIA and the Abandoned Property Act require the Comptroller to disclose the information petitioner requested in the format in which he requested it, and that disclosure supports the legislative purposes and history of the MPIA and the Abandoned Property Act. The question of whether the Comptroller must disclose the records as petitioner requested depends upon the Legislature’s intent in enacting the MPIA — does the intent of the Legislature to exempt certain records from disclosure under the MPIA include the information petitioner seeks in the ordered format in which he requested it, even in light of the disclosure requirements of the Abandoned Property Act? This is a matter of statutory interpretation, the principles of which are well settled. We seek to “discern the legislative purpose, the ends to be accomplished, or the evils to be remedied by a particular provision, be it statutory, constitutional or part of the Rules.” Prop. & Cas.

Ins. Guar. Corp. v. Yanni, 897 Md. 474 , 481, 919 A.2d 1, 5 (2007) (quoting In re Kaela C., 394 Md. 432, 468 , 906 A.2d 915, 936 (2006)). We consider first the normal, plain meaning of the language of the statute, reading the statute as a whole to ensure that “no word, clause, sentence or phrase is rendered surplusage, superfluous, meaningless or nugatory.” Id.

(quoting In re Kaela C., 394 Md. at 468, 906 A.2d at 936). If the language of the statute is clear and unambiguous, we need not look beyond the statute’s provisions and our analysis ends. City of Frederick v. Pickett, 392 Md. 411, 427 , 897 A.2d 228, 237 (2006). If the statutory language is subject to more than one interpretation or is ambiguous, we resolve the ambiguity by considering the statute’s legislative history, our case law, and the overall purpose of the statute.

Mayor & Town ⁸⁷ Council of Oakland v. Mayor & Town Council of Mountain Lake Park, 392 Md. 301, 316 , 896 A.2d 1036, 1045 (2006). The interaction between the MPIA and the Abandoned Property Act is not plainly set out in the statutory language. Reading together the MPIA exemption for personal financial information and the Abandoned Property Act notice publication requirements leaves room for contradictory interpretations as applied to the facts of this case. Reading the plain language of the MPIA general right to information in GP § 4-103 along with the exemption for financial information in GP § 4-336, in conjunction with the publication requirements of CL § 17-311, is not sufficient to discern whether the Legislature intended for the Comptroller to disclose the requested information to petitioner in the format he requests.

In cases where two statutes apply to the same situation, we attempt first to reconcile them. Suter v. Stuckey, 402 Md. 211, 231 , 935 A.2d 731, 743 (2007). For one statute to alter or limit another, the Legislature must have clearly intended to do so. See Drew v. First Guar.

Mortg. Corp., 379 Md. 318, 330 , 842 A.2d 1, 8 (2003). The Legislature did not manifest such an intent in these statutes. Neither of the acts refers directly to the other.

Thus, if two acts can reasonably be construed together, so as to give effect to both, such a construction is preferred, and the two should be construed together to be interpreted consistently with their general objectives and scope. Gwin v. Motor Vehicle Admin., 385 Md. 440, 462 , 869 A.2d 822, 834 (2005); Harvey v. Marshall, 389 Md. 243, 289-90 , 884 A.2d 1171, 1199 (2005). We seek to make such a harmonious construction that is consistent with the clear and unambiguous meaning of the language found in each statute. Because the plain language of the two statutes does not offer an unambiguous answer as to whether the Comptroller should disclose the information petitioner seeks, we consider the legislative purpose of the statutes.

Petitioner suggests that the legislative purpose supports his request for information as the MPIA favors disclosure. We, instead, see a dual legislative purpose of the ⁸⁸ MPIA — disclosing information about the functioning of the State government while protecting the personal individual information that the State retains, the kinds contemplated in the statutory exemptions. This Court has recognized that the MPIA establishes a public policy and a general presumption in favor of disclosure of government or public documents. Kirwan v. The Diamondback, 352 Md. 74, 80 , 721 A.2d 196, 199 (1998).

Tim MPIA is clear that its provisions “shall be construed in favor of allowing inspection of a public record.” GP § 4-108. We construe the MPIA liberally “in order to effectuate the [Act’s] broad remedial purpose.” A.S. Abell Pub. Co. v. Mezzanote, 297 Md. 26, 32 , 464 A.2d 1068, 1071 (1988). In a doubtful case, the party requesting information under the Act is favored.

Kirwan, 352 Md. at 84 , 721 A.2d at 200 . Significantly, however, the State’s duty to disclose certain records is limited by the scope of the statutory exemptions. Faulk v. State’s Att’y for Harford Cty., 299 Md. 493, 506-07 , 474 A.2d 880, 887 (1984). The MPIA is clear that “[u]nless otherwise provided by law, a custodian shall deny inspection of a public record, as provided in this part.” GP § 4-304.

While the public policy of the MPIA favors disclosure, the purpose of the Act reveals a legislative goal other than complete carte blanche, unrestricted disclosure of all public records. Univ. Sys. of Maryland v. Baltimore Sun Co., 381 Md. 79, 94 , 847 A.2d 427, 436 (2004). The legislative purpose underpinning the MPIA is that “citizens of the State of Maryland be accorded wide-ranging access to public information concerning the operation of their government.” Fioretti v. Maryland State Bd. of Dental Exam’ns, 351 Md. 66, 73 , 716 A.2d 258, 262 (1998) (emphasis added) (quoting AN Abell Pub.

Co., 297 Md. at 32 , 464 A.2d at 1071 ); see also Hammen v. Baltimore Cty. Police Dep’t, 373 Md. 440, 454-56 , 818 A.2d 1125, 1134-36 (2003); Kirwan, 352 Md. at 81 , 721 A.2d at 199 . This purpose is expressed clearly in the MPIA, GP § 4-103, the General Right to Information: ⁸⁹ “(a) All persons are entitled to have access to information about the affairs of government and the official acts of public officials and employees.” (Emphasis added). This legislative purpose — to inform citizens about the workings of their government — is reflected in jurisprudence interpreting the federal Freedom of Information Act (FOIA), 5 U.S.C. § 552 .

Where the purpose and language of a federal statute are substantially the same as that of a later state statute, ordinarily interpretations of the federal statute are persuasive. Faulk, 299 Md. at 506 , 474 A.2d at 887 ; see also Montgomery Cty. Bd. of Educ. v. Glassman Constr. Co., 245 Md. 192, 202-04 , 225 A.2d 448, 454-55 (1967).

Although the text and history of the MPIA differ from the FOIA, the Maryland Act was “to some extent modeled after the Federal Freedom of Information Act,” Office of Governor v. Washington Post Co., 360 Md. 520, 533 , 759 A.2d 249, 256 (2000), and the purpose of the MPIA is “virtually identical to that of the FOIA.” Faulk, 299 Md. at 506 , 474 A.2d at 887 . We have recognized the utility of looking to FOIA jurisprudence in interpreting the