Saginaw Circuit Court LC No. 16-028824-CZ
Before: Ronayne Krause, P.J., and Gleicher and Letica, JJ.
action alleging multiple violations of the Open Meetings Act
(OMA), MCL 15.261 et seq., the trial court issued an
opinion and order granting in part and denying in part
defendant's motion for summary disposition pursuant to
MCR 2.116(C)(8) (failure to state a claim) and (C)(10) (no
genuine issue of material fact). Relevant to this appeal, the
court also granted plaintiffs summary disposition in part
under MCR 2.116(I)(2) (nonmoving party entitled to judgment),
ruling that defendant's failure to identify the
"specific pending litigation" it would be
discussing in closed session violated MCL 15.267(1) and MCL
15.269(1). Defendant appeals by right. We affirm.
case arises out of a January 12, 2016 meeting in which
defendant passed a motion to enter closed session "for
the purpose of discussing specific pending litigation with
legal counsel," pursuant to MCL 15.268(e). Plaintiffs
brought suit, alleging in part that defendant violated the
OMA by failing to name the pending litigation it planned to
discuss. Defendant moved the trial court for summary
disposition, arguing that MCL 15.268(e) had no such
requirement. Plaintiffs' position was that
defendant's meeting minutes failed to show the
"purpose" for holding a closed session meeting, as
required by MCL 15.267(1) and MCL 16.269(1). The trial court
agreed with plaintiffs.
review de novo a trial court's decision to grant summary
disposition. Local Area Watch v Grand Rapids, 262
Mich.App. 136, 142; 683 N.W.2d 745 (2004). We also review de
novo questions of statutory interpretation. Speicher v
Columbia Twp Bd of Trustees, 497 Mich. 125, 133; 860
N.W.2d 51 (2014).
foundational principles of statutory interpretation are well
When interpreting a statute, we follow the established rules
of statutory construction, the foremost of which is to
discern and give effect to the intent of the Legislature. To
do so, we begin by examining the most reliable evidence of
that intent, the language of the statute itself. If the
language of a statute is clear and unambiguous, the statute
must be enforced as written and no further judicial
construction is permitted. Effect should be given to every
phrase, clause, and word in the statute and, whenever
possible, no word should be treated as surplusage or rendered
nugatory. Only when an ambiguity exists in the language of
the statute is it proper for a court to go beyond the
statutory text to ascertain legislative intent. [Whitman
v City of Burton, 493 Mich. 303, 311-312; 831 N.W.2d 223
(2013) (citations omitted).]
statutory language "cannot be read in a vacuum" and
instead "must be read in context with the entire act,
and the words and phrases used there must be assigned such
meanings as are in harmony with the whole of the statute . .
. ." GC Timmis & Co v Guardian Alarm Co,
468 Mich. 416, 421; 662 N.W.2d 710 (2003) (quotation marks
and citation omitted; alteration in original).
now well established that "the purpose of the OMA is to
promote governmental accountability by facilitating public
access to official decision making and to provide a means
through which the general public may better understand issues
and decisions of public concern." Kitchen v Ferndale
City Council, 253 Mich.App. 115, 125; 654 N.W.2d 918
(2002), overruled on other grounds by Speicher, 497
Mich. 125, citing Booth Newspapers, Inc v Univ of Mich.
Bd of Regents, 444 Mich. 211, 231; 507 N.W.2d 422
(1993). See also Manning v East Tawas, 234 Mich.App.
244, 250; 593 N.W.2d 649 (1999), overruled on other grounds
by Speicher, 497 Mich. 125. "To further the
OMA's legislative purposes, the Court of Appeals has
historically interpreted the statute broadly, while strictly
construing its exemptions and imposing on public bodies the
burden of proving that an exemption exists." Booth
Newspapers, Inc, 444 Mich. at 223.
the OMA, public bodies must conduct their meetings, make all
of their decisions, and conduct their deliberations (when a
quorum is present) at meetings open to the public."
Speicher, 497 Mich. at 134-135, citing MCL 15.263.
However, a public body may meet in a closed
session for certain enumerated purposes. MCL
15.268. Pertinent to this case, a public body may meet in a
closed session "[t]o consult with its attorney regarding
trial or settlement strategy in connection with specific
pending litigation, but only if an open meeting would have a
detrimental financial effect on the litigating or settlement
position of the public body." MCL 15.268(e). This Court
has concluded "that subsection 8(e) exists for the
obvious purpose of allowing a public body to prepare for
litigation without having to broadcast its trial or
settlement strategy to the opposition along with the rest of
the general public." Manning, 234 Mich.App. at
procedural requirements must be met for a public body to
commence a closed session.
A ⅔ roll call vote of members elected or appointed and
serving is required to call a closed session, except for the
closed sessions permitted under section 8(a), (b), (c), (g),
(i), and (j). The roll call vote and the purpose or purposes
for calling the closed session shall be entered into the
minutes of the meeting at which the vote is taken. [MCL
Similarly, MCL 15.269 requires in part that "[e]ach
public body shall keep minutes of each meeting showing . . .
the purpose or purposes for which a closed session is
held." MCL 15.269(1). Accordingly, a public body must
"state on the record the purpose of the closed session
before initiating the closed session." Herald Co,
Inc. v Tax Tribunal, 258 Mich.App. 78, 86; 669 ...