Kenneth J. Sigel, M.D. v. The Monarch Condominium Association, Inc.

IN THE COURT OF APPEALS OF TENNESSEE

AT JACKSON

January 18, 2012 Session

KENNETH J. SIGEL, M.D.

v.

THE MONARCH CONDOMINIUM ASSOCIATION, INC.

Appeal from the Chancery Court of Shelby County

No. CH-10-1614-2 Arnold B. Goldin, Chancellor

No. W2011-01150-COA-R3-CV - Filed June 29, 2012

This appeal involves the release of ballots for a condominium association election. The

plaintiff condominium owner was a candidate for a position on the board of directors for the

defendant condominium association. After losing the election, the plaintiff condominium

owner requested to audit the vote and see the other members’ written ballots. The

condominium association provided a tally sheet reflecting the number of ballots cast for each

candidate but declined to release the actual ballots. The plaintiff then filed this lawsuit,

contending that the condominium association had a statutory obligation to release the ballots

to him. The plaintiff later filed a motion for summary judgment. The trial court denied the

summary judgment motion and dismissed the lawsuit. The plaintiff condominium owner now

appeals. We affirm, finding that the plaintiff condominium owner does not have a statutory

right to see the association members’ written ballots.

Tenn. R. App. P. 3 Appeal as of Right; Judgment of the Chancery Court is Affirmed

H OLLY M. K IRBY, J., delivered the opinion of the Court, in which A LAN E. H IGHERS, P.J.,

W.S., and D AVID R. F ARMER, J., joined.

Kenneth R. Besser, Memphis, Tennessee for the Plaintiff/Appellant Kenneth J. Sigel, M.D.

David F. Kustoff, Memphis, Tennessee for Defendant/Appellee, The Monarch Condominium

Association, Inc.

OPINION

F ACTS AND P ROCEEDINGS B ELOW

Plaintiff/Appellant Kenneth J. Sigel M.D. (“Dr. Sigel”) moved to Memphis, Tennessee, from

New York City in 2001, after retiring from the practice of medicine.1 At that time, Dr. Sigel

moved directly into The Park Palace, then rental units, and has lived there more or less

continuously since that time.2 In 2006, The Park Palace converted to condominiums, now

known as The Monarch Condominiums. Dr. Sigel owns one condominium unit.

Defendant/Appellee The Monarch Condominium Association, Inc. (the “Association”) is the

condominium association for the owners of the units at The Monarch Condominiums.

In 2009, Dr. Sigel sought to be elected to the board of directors for the Association. When

he learned that his candidacy was not successful, Dr. Sigel challenged the election, contending

that it was not held in accordance with the master deed for the Association. He argued, inter

alia, that the Association was required to weight each owner’s vote, depending on the size of

the condominium unit and alleged that this was not done. His challenge to that election did

not succeed.

In August 2010, the Association held another election for the board of directors. Dr. Sigel

again offered himself as a candidate for a position on the board.3 In the meantime, Dr. Sigel

set up an internet site for Monarch owners and others, known as The Monarch Condominium

Google Group. Not surprisingly, Dr. Sigel was the administrator for the Google Group site.

The site published information and discussion related to The Monarch Condominiums; much

of the information apparently came from Dr. Sigel.

The Association election was conducted using written ballots. Each ballot contained the name

and unit number of the member voting with that particular ballot. As Dr. Sigel had advocated

in connection with the Association’s 2009 election, the members’ votes were weighted; each

1

Disillusioned with the practice of medicine, Dr. Sigel retired in his forties to manage his substantial

investments from family assets.

2

Dr. Sigel moved out of The Park Palace briefly because of a dispute with management over his rent; this

dispute did not result in litigation. A number of Dr. Sigel’s other disputes have involved litigation. These

include a lawsuit by Dr. Sigel against his brother over an alleged assault by the brother, a lawsuit against the

lawyer who represented Dr. Sigel in the lawsuit against the brother, and a lawsuit against a family therapist

who treated Dr. Sigel and another family member, to obtain the medical records for the family therapy.

3

Hotly contested issues in the election for the Association’s board of directors apparently included matters

such as rules for the types of meetings permitted in the community room for the complex.

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unit was allocated three, four, or five votes, depending on the size of the unit. Dr. Sigel was

again unsuccessful in his quest to be elected a director of the Association.

Approximately a week after the election, Dr. Sigel sent an e-mail to Stephanie Simpson, an

Association board member, expressing concern about the Association’s tabulation of each

unit’s weighted vote allocation. Dr. Sigel’s email concluded with a request to review the

members’ written ballots for the election. Dr. Sigel’s email request initially went unanswered.

After receiving no response to his audit request, Dr. Sigel retained legal counsel. In a letter

to the Association’s board president, Dr. Sigel’s lawyer made a second request on Dr. Sigel’s

behalf to audit the vote. Upon receipt of the letter, the Association board met to discuss it.

The board decided not to release the written ballots to Dr. Sigel. Instead, the Association

released to Dr. Sigel the Association’s tally sheets for the board election. The election tally

sheets indicated the total number of votes each candidate received but did not show the weight

allocated to each condominium unit’s vote or the candidate for whom each unit owner voted.

The cover letter to Dr. Sigel with the election tally sheets explained: “Several homeowners

expressed concern with release of their ballots.” To try to assuage Dr. Sigel’s concerns, the

letter included an offer to arrange a third-party audit. This attempt did not succeed.

On September 7, 2010, Dr. Sigel filed the instant lawsuit against the Association in the

Chancery Court of Shelby County. The complaint first asked the trial court to enjoin the

Association from destroying the written election ballots, and then asked the trial court to

compel the Association to produce the ballots.4 Pursuant to this request, the trial court entered

an initial order requiring the Association to obtain, maintain control of, and preserve the

ballots pending resolution of Dr. Sigel’s lawsuit. The Association filed an answer, denying

that Dr. Sigel was entitled to the relief sought. Discovery ensued.

In the course of discovery, the depositions of Dr. Sigel, current board member Stephanie

Simpson, and past board member Debra Arnett were taken. After Dr. Sigel’s attorney took

Ms. Arnett’s deposition, Dr. Sigel promptly posted it on The Monarch Condominium Google

Group site. The Google Group postings also reiterated Dr. Sigel’s criticism of the

Association’s 2009 election, made public various types of information about particular

condominium owners or former owners, and described, from Dr. Sigel’s perspective, the

parties’ unsuccessful attempt at mediating the lawsuit.

4

Dr. Sigel’s lawsuit also named as a defendant Condominium Concepts, Inc., which had a management

agreement with the Association. Condominium Concepts, Inc. was later voluntarily dismissed without

prejudice and is not a party to this appeal.

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In January 2011, Dr. Sigel filed a motion for summary judgment. In his motion, Dr. Sigel

argued that the trial court should “exercise its equitable powers” and order the Association to

release the election ballots pursuant to Tennessee Code Annotated §§ 66-27-417, -502, and

-503. Based on his contention that the Association had illegally refused his request to see the

ballots, Dr. Sigel also asked the trial court to award him a penalty fee, attorney fees, and legal

expenses pursuant to Section 66-27-505. Dr. Sigel’s supplemental memorandum asserted that

the Tennessee Nonprofit Corporation Act, specifically Tennessee Code Annotated § 48-66-

101(e)(4), also mandated that the Association release the ballots at issue. The Association’s

memorandum in opposition to Dr. Sigel’s summary judgment motion denied that the statutes

referenced by Dr. Sigel were applicable and asserted that the condominium unit owners had

a reasonable expectation of privacy in their written ballots.

The trial court held a hearing on Dr. Sigel’s motion on March 29, 2011. At the hearing, Dr.

Sigel argued that the statutes mandated release of the written ballots, not just a tally of them.

The Association argued that ballots were not mentioned in the statutes and were not covered

by them. The Association’s counsel argued that Dr. Sigel had testified in his deposition that

he would post the members’ votes on The Monarch Google Group site if given access to the

ballots.5 He argued that the condominium owners had an expectation of privacy in their vote

and did not want Dr. Sigel to know their vote. The parties agreed that there were essentially

no disputed facts and the Association made an oral motion to dismiss the lawsuit. The trial

court then took the matter under advisement.

On April 4, 2011, the trial court entered an order denying Dr. Sigel’s motion for summary

judgment. It first found no disputed issue of material fact. The trial court then discussed at

length its interpretation of the referenced provisions of the Tennessee Condominium Act6 :

First, Plaintiff relies on the language in Tenn. Code Ann. § 66-27-417 which

states “All financial and other records shall be made reasonably available for

examination by any unit owner, the holder of any mortgage or deed of trust

encumbering a unit, and their respective authorized agent.” (emphasis added).

This single part of the Tennessee [Condominium] Act, however, cannot be read

in isolation to the other provisions of the Act. Plaintiff argues that the “other

5

Dr. Sigel testified in his deposition that if he believed that there was “an illegality with regard to the

counting of the ballots, [he] would then reveal the illegality on The Monarch Condominium Google Group.”

6

The overall chapter in Tennessee Code Annotated is designated as the “Horizontal Property Act.” See Tenn.

Code Ann. § 66-27-101 (2011). The parts of that chapter at issue in this appeal are contained within the

“Tennessee Condominium Act of 2008.” Tenn. Code Ann. § 66-28-201 (2011). The trial court referred to

the Tennessee Horizontal Property Act, but, for clarity and consistency, we have changed the references in

the quoted excerpt from the trial court’s order to the Tennessee Condominium Act.

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records” language is so broad as to encompass the ballots that are the subject

of this lawsuit. The argument, however, fails to take into account Tenn. Code

Ann. § 67-27-503 which provides an extensive list of information that is to be

provided pursuant to Tenn. Code Ann. § 66-27-502.

Plaintiff relies on Tenn. Code Ann. § 66-27-502 for his right to the requested

association records. This provision provides that a unit owner may request

information specified in § 66-27-503 and that the requested information is to

be provided within ten business days of the receipt of the request. This part of

the statute does not refer to § 66-27-417’s “other records” language but instead

to the detailed list provided in § 66-27-503. Furthermore, § 66-27-505, the

statute which provides Plaintiff with the remedy he seeks, states that the

remedies are for a failure “to provide the information required by 66-27-503.”

Tenn. Code Ann. § 66-27-505(a)(1).

Plaintiff also argues that the ballots at issue are considered “minutes” of a board

meeting. If the ballots were minutes, they would fall under § 66-27-503(5) as

information that is to be provided to unit owners upon request. It is the opinion

of this Court, however, that ballots cast in a condominium board election are

not minutes of a meeting nor are they “other records” referenced in § 66-27-

417.

The Court must look at the entire statute as a whole so that each provision is

given meaning. The right to access to [sic] condominium association records

is found in § 66-27-502 which clearly references § 66-27-503 for the records

that are included. The Legislature provided a detailed list of records to be

included which failed to specify ballots or any category of records that would

encompass ballots. If the Legislature had intended to include ballots as records

that were accessible to unit owners, they would have specifically included

ballots, but they did not. It would be presumptuous of the Court to assume the

Legislature intended ballots to be included when they were not mentioned

among the long list of records set out in § 66-27-503. This Court must look to

the entire Act and the plain meaning of the language. Therefore, the Court

holds that the ballots are not included within the meaning of “other records” in

§66-27-417, nor are they “minutes” of meetings under § 66-27-503.

(footnotes omitted). The order addressed Dr. Sigel’s argument on the Tennessee Nonprofit

Corporations Act in a footnote:

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In Plaintiff’s First Supplemental Memorandum in Support of Plaintiff’s Motion

for Summary Judgment, Plaintiff argues that he is also entitled to the ballots

pursuant to Tenn. Code Ann. § 48-66-101 et seq[.], which governs non-profit

corporations. The Court, however, disagrees. Title 48 governs Nonprofit

Corporations and does provide for member access to certain records and reports

of the corporation. Under the rules of statutory construction, however, a more

specific statute trumps a broader statute. The Tennessee [Condominium] Act

specifically governs condominium associations and provides for access to

certain records, therefore, it is the proper statute for these [sic] set of facts.

Even if Title 48 governs, the Court does not agree that the language in Tenn.

Code [Ann.] § 48-66-101(e)(4) that states: “The minutes of all meetings of

members and records of all actions approved by the members for the past three

(3) years” encompasses individually cast ballots.

On this basis, the trial court denied Dr. Sigel’s motion. It then observed that its denial of Dr.

Sigel’s summary judgment motion left nothing further to be decided and so dismissed Dr.

Sigel’s complaint with prejudice. Dr. Sigel now appeals.

I SSUES ON A PPEAL AND S TANDARD OF R EVIEW

On appeal, Dr. Sigel asks this Court to consider7 (1) whether the Tennessee Nonprofit

Corporation Act is applicable to this matter, and whether the Association’s written election

ballots must be produced as “records” under Tenn. Code Ann. § 48-66-101(e)(4); (2) whether

the election ballots are “minutes of . . . meetings of the members” under Tennessee Code

Annotated § 66-27-503(5) and must be produced; and (3) whether the ballots are “other

records” within the meaning of Tenn. Code Annotated § 66-27-417, and must be produced.

Dr. Sigel also seeks an award of attorney fees pursuant to §§ 66-27-211 and 66-27-505.

Questions regarding the interpretation of a statute and the application of the statute to

undisputed facts are issues of law; as such, they are reviewed de novo with no presumption

of the correctness of the trial court’s conclusions. U.S. Bank N.A. v. Tenn. Farmers Mut.

Ins. Co., 277 S.W.3d 381, 386 (Tenn. 2009).

A NALYSIS

When interpreting statutes, courts “must ascertain and give effect to the legislative intent

without restricting or expanding the statute's intended meaning.” U.S. Bank, 277 S.W.3d at

386 (citing Parks v. Tenn. Mun. League Risk Mgmt. Pool, 974 S.W.2d 677, 679 (Tenn.

7

The issues as stated in Dr. Sigel’s appellate brief are lengthy; we restate them in this Opinion.

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1998). To give effect to the legislative intent, “courts must examine the language of the

statute and, if the language is unambiguous, apply the ordinary and plain meaning of the

words used,” without forcing an interpretation that would either limit or expand the meaning

of the statutory language. U.S. Bank, 277 S.W.3d at 386; Overstreet v. TRY Commercial

Steering Div., 256 S.W.3d 626, 630 (Tenn. 2008). We must also presume that every word in

a statute has meaning and purpose. See U.S. Bank, 277 S.W.3d at 386 (citing Lawrence

County Educ. Ass’n v. Lawrence County Bd. of Educ., 244 S.W.3d 302, 309 (Tenn. 2007)).

“The cardinal rule of statutory construction is to effectuate legislative intent, with all rules of

construction being aides to that end.” Browder v. Morris, 975 S.W.2d 308, 311 (Tenn. 1998).

Tennessee Nonprofit Corporation Act

We first consider Dr. Sigel’s contention that the trial court erred in holding that the issues in

this case are governed by specific provisions of the Tennessee Condominium Act, rather than

the broader provisions of the Tennessee Nonprofit Corporation Act. Dr. Sigel points to the

section in the Master Deed of The Monarch Condominium Development that describes the

powers and duties of the Association, which states that the Association’s duties are governed

by the Tennessee Nonprofit Corporation Act, Tenn. Code Ann. § 48-51-101, et seq. Thus, Dr.

Sigel contends, the Nonprofit Corporation Act applies in this case.

After examining the Association’s Master Deed, we respectfully disagree with Dr. Sigel. The

Master Deed does indeed state that “[t]he powers and duties of the Association shall include

those set forth in the Act, the Tennessee Nonprofit Corporation Act, Tenn. Code Ann. § 48-

51-101, et seq., this Master Deed, the Article of Incorporation and the By-Laws, as the same

may be amended from time to time.” However, the election of the board of directors of the

Association is governed by the Association’s By-Laws. The By-Laws state specifically that

they are “to comply with the requirements of Tennessee Code Annotated § 66-27-101, et

seq.”, i.e., the Tennessee Horizontal Property Act, which includes the Tennessee

Condominium Act.

Dr. Sigel also argues that the Nonprofit Corporation Act may apply because a provision of the

Tennessee Condominium Act, Section 66-27-208, states that the Condominium Act may be

“supplemented” by principles of law and equity. We find this argument unpersuasive as well.

Moreover, we note that the Tennessee Condominium Act provides that a unit owners’

association may be “organized as a profit or nonprofit corporation or limited liability company

or . . . as an unincorporated association.” Tenn. Code. Ann. § 66-27-401 (2009). Thus, if the

Nonprofit Corporation Act governed this issue, the Association’s duty to produce records

would depend on its corporate form. This would be a peculiar result indeed.

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We agree with the trial court that the Tennessee Nonprofit Corporation Act is a broad statute

that governs all nonprofit corporations, while the Tennessee Condominium Act was enacted

by the Legislature specifically to govern condominium associations. See Dobbins v. Terrazzo

Mach. & Supply Co., 479 S.W.2d 806, 809 (Tenn. 1972) (stating that “where the mind of the

legislature has been turned to the details of a subject and they have acted upon it, a statute

treating the subject in a general manner should not be considered as intended to effect the

more particular provision.”). See also Graham v. Caples, 325 S.W.3d 578, 582 (Tenn. 2010)

(“[A] more specific statutory provision takes precedence over a more general provision.”).

For these reasons, we agree with the trial court’s conclusion that the Tennessee Condominium

Act governs the issues in this case.

Tennessee Condominium Act

Sections 502 and 503

Under the Tennessee Condominium Act, Dr. Sigel’s first argument is based on Tennessee

Code Annotated §§ 66-27-502 and 503, which specifically address records that a

condominium unit owners’ association must provide to a unit owner. Section 66-27-502

provides:

Responsibility to provide information .

(a) The association, upon request from a unit owner, a purchaser or any lender

to either a unit owner or a purchaser, or their respective authorized agents, shall

provide to the requesting party, within ten (10) business days following the date

of the association’s receipt of the request, the information specified in § 66-27-

503, to the extent applicable.

Tenn. Code Ann. § 66-27-502(a) (2011). Section 503 dovetails with Section 502. Section

66-27-503 states:

The information to be provided pursuant to § 66-27-502 shall include the following:

(1) The name and principal address of the declarant during the period of

declarant control only, the association, and the condominium;

(2) A copy of the recorded, or if not recorded then in substantially final form

to the extent available, master deed or declaration, bylaws, charter or articles

of association of the association, and all amendments of and exhibits to the

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master deed or declaration, bylaws, charter or articles of association of the association;

(3) A copy of the current rules and regulations of the association;

(4) The most recent balance sheet, income statement, and approved budget for

the association, or, if there has never been an approved budget, then the

projected budget. . . .

***

(5) Minutes of all meetings of the members and/or the board of directors of the

association for the twenty-four-month period ending on the date of the request;

(6) The current monthly assessment and any special assessment applicable to

the unit in question, and the amount of any delinquencies in any assessments

applicable to the unit;

(7) Any fees or assessments due as a result of a transfer of the applicable unit;

(8) The amount and nature of any additional fees currently imposed for use by

members of the common elements or other amenities;

(9) A statement of the insurance coverage, which may be provided in the form

of an appropriate certificate from the insurer, maintained by the association that

includes the types of coverage, limits and deductibles of the

insurance;

(10) A statement of any unsatisfied judgments and a description of any pending

suits against the association;

(11) A description of any pending suits filed by the association, other than for

the collection of delinquent assessments;

(12) The total amount of current monthly, annual, or special assessments for all

units in the condominium that are more than sixty (60) days past due as of the

most recent available report, but in no event more than ninety (90) days prior

to the date of the request; and

(13) Whether the board of directors is still under declarant control and, if so,

when that period of control ends.

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Tenn. Code Ann. § 66-27-503 (2011). In his argument, Dr. Sigel focuses on Section 503(5),

arguing that the election ballots at issue would be considered “minutes” of a meeting of the

Association under Section 503(5). Dr. Sigel reasons that the ballots are the only complete

recordings of the actions taken by the Association members in the election, as the tally sheets

do not disclose which unit owners voted for which candidates.

We disagree with this contention. “When statutory language is clear and unambiguous, we

must apply its plain meaning in its normal and accepted use, without a forced interpretation

that would extend the meaning of the language . . . .” Carter v. Bell, 279 S.W.3d 560, 564

(Tenn. 2010) (citing Overstreet v. TRY Comm. Steering Div., 256 S.W.3d 626, 630 (Tenn.

2008). The legislature’s use of the word “minutes” is clear and unambiguous, so we apply

the plain meaning and normal and accepted use of the term. Carter, 279 S.W.3d at 564.

Black’s Law Dictionary defines “minutes” as “memoranda or notes of a transaction,

proceeding, or meeting.” Black’s Law Dictionary 1087 (9th ed. 2009). We agree with the

trial court’s holding that the term “minutes” in Section 503(5) does not include the

Association’s written election ballots.

Section 417

Dr. Sigel’s next argument under the Tennessee Condominium Act is based on Tennessee

Code Annotated § 66-27-417. Section 417 provides:

The association shall keep financial records sufficiently detailed to enable the

association to comply with §§ 66-27-502 and 66-27-503. All financial and other

records shall be made reasonably available for examination by any unit owner,

the holder of any mortgage or deed of trust encumbering a unit, and their

respective authorized agents.

Tenn. Code Ann. § 66-27-417 (2011) (emphasis added). Thus, Section 417 refers expressly

to Sections 502 and 503, as quoted above. The issue with respect to Section 417 is whether

the Association’s written election ballots are “other records” that must be made “available for

examination” by Dr. Sigel.

Dr. Sigel argues that the trial court failed to realize that in enacting Section 417, the

legislature intended to create two separate duties for a condominium association with respect

to two separate classes of persons. Dr. Sigel contends that the first duty placed on a

condominium association under Section 417 is to keep financial records that are sufficiently

detailed to comply with Sections 502 and 503. Sections 502 and 503, Dr. Sigel argues,

require the disclosure of specified documents to a broad class of persons, namely, unit owners,

purchasers, any lender to a unit owner or a purchaser, and their authorized agents. He exhorts

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us to interpret Section 417 to create a second duty, to make “all financial and other records”

reasonably available to a subset of the first class, namely, unit owners, the holders of any

mortgages or deed of trusts, and their authorized agents. Dr. Sigel points out that the second

sentence of Section 417 broadens the information to be made available to include “all

financial and other records” and clearly excludes purchasers and the purchasers’ lenders,

where the unit purchaser has not yet become an owner, whereas Section 502 does not. Tenn.

Code Ann. §§ 66-27-502, 66-27-417. Dr. Sigel insists that the Association’s written election

ballots fall within the purview of “other records” that must be made available to unit owners

under Section 417.

In response, the Association describes its duties under Section 417 on one hand, and its duties

under Sections 502 and 503 on the other hand, as interconnected duties. The Association

contends that its first duty under Section 417 is to comply with Sections 502 and 503. It

further contends that the second sentence of Section 417 places a separate duty on the

Association merely to make the financial and other records referenced in Section 502 and 503

“reasonably available” to the specified parties. This argument is consistent with the trial

court’s reasoning in its order denying Dr. Sigel’s motion for summary judgment and

dismissing his complaint.

Neither party has cited a Tennessee case interpreting Section 417, and this Court has found

none. We find that the phrase “other records” in Section 417 is ambiguous; therefore, “we

turn to ‘the entire statutory scheme and elsewhere to ascertain the legislative intent and

purpose.’ ” West v. Regions Bank, No. W2010-02023-COA-R3-CV, 2011 WL 3059693, at

*7 (Tenn. Ct. App. July 26, 2011) (quoting Eastman Chem. Co. v. Johnson, 151 S.W.3d 503,

507 (Tenn. 2004)).

Dr. Sigel ascribes to the legislature an intent to create two different duties for a condominium

unit owners’ association: the first under Section 502 to produce the listed documents to a

broad class of persons and the second under Section 417 to produce virtually all “records” to

a different subset of persons. The legislative history of the Tennessee Condominium Act does

not bear out this argument. The legislative history shows that the bill on the Tennessee

Condominium Act – SB2935, HB 2752 – as initially presented to the legislature included

Section 417 but not Section 502(a), and made Association records available only to the unit

owner, the mortgage holder, and their agents. See S.B. 2935/H.B. 2752, 105th Gen. Assemb.,

Reg. Sess. (Tenn. 2008). Before passage, the bill was amended to add Section 502(a); the

amendment was described as intended to “require[] authorized agents of unit owners,

purchasers, and lenders to be provided with the same information to which their principals[]

are provided by an association, upon request.” See id.; see also TN B. Summary, 2008 Reg.

Sess. S.B. 2935 (referencing Amendment #1) (adopted Mar. 24, 2008) (emphasis added).

Thus, there is no indication in the Act’s legislative history that the legislature intended to

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create two different duties as to two different but overlapping classes of persons. To the

contrary, the bill summary by the legislative sponsor makes plain an intent to make the “same

information” available under both sections of the Act.

Moreover, the structure of the component parts of the Condominium Act are consonant with

the trial court’s interpretation. The trial court interpreted Section 417 in light of Sections 502

and 503, not as a separate freestanding statute. “Component parts of a statute are to be

construed, if possible, consistently and reasonably.” Steppach v. Thomas, 346 S.W.3d 488,

506 (Tenn. Ct. App. 2011) (citing State v. Alford, 970 S.W.2d 944, 946 (Tenn. 1998)).

“Moreover, specific statutory language will control over general conflicting statutory

provisions.” Steppach, 346 S.W.3d at 506-07 (citing Arnwine v. Union Co. Bd. of Educ.,

120 S.W.3d 804, 809 (Tenn. 2003)). In Dr. Sigel’s description of the legislature’s creation

of two separate duties for two classes of interested parties, he does not explain why unit

owners such as Dr. Sigel are included in both. Specifically, if a condominium association

must make available to unit owners virtually any record in its possession under the rubric of

“other records” under Section 417, there would be no need for the unit owners to be included

for the list of 13 classes of documents set forth in Section 503. These principles of statutory

construction were explained by this Court in Steppach:

[T]his Court is further guided by the doctrines of noscitur a sociis and ejusdem

generis. These concepts were discussed by our Supreme Court in Sallee v.

Barrett, 171 S.W.3d 822, 828-29 (Tenn. 2005):

Under the doctrine of noscitur a sociis, “the meaning of

questionable or doubtful words or phrases in a statute may be

ascertained by reference to the meaning of other words or phrases

associated with it.” Black’s Law Dictionary 1060 (6th ed. 1990);

see also Hammer v. Franklin Interurban Co., 209 Tenn. 399,

354 S.W.2d 241, 242 (Tenn. 1962) (holding that statutory terms

should be construed with reference to their associated words and

phrases). The doctrine of noscitur a sociis permits courts to

modify and limit subordinate words and phrases in order to

harmonize them with each other and with the evident purpose of

the statute. See Scopes v. State, 154 Tenn. 105, 289 S.W. 363,

364 (Tenn. 1927).

Ejusdem generis is an illustration of the broader maxim of

noscitur a sociis. Under this doctrine of statutory construction,

“where general words follow the enumeration of particular

classes of things, the general words will be construed as applying

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only to things of the same general class as those enumerated.”

Black’s Law Dictionary 517 (6th ed. 1990); see also Lyons v.

Rasar, 872 S.W.2d 895, 897 (Tenn. 1994) (citing Nance ex rel.

Nance v. Westside Hosp., 750 S.W.2d 740, 743 (Tenn. 1988));

State v. Sims, 909 S.W.2d 46, 49 (Tenn. Crim. App. 1995). In

other words, “ ‘where it clearly appears that the lawmaker was

thinking of a particular class of persons or objects, his words of

more general description may not have been intended to embrace

any other than those within the class.’ ” Automatic Merch. Co.

v. Atkins, 205 Tenn. 547, 327 S.W.2d 328, 333 (Tenn. 1959)

(quoting State v. Grosvenor, 149 Tenn. 158, 258 S.W. 140, 141

(Tenn. 1924)).

Steppach, 346 S.W.3d at 507. The interpretation advocated by Dr. Sigel is not consonant

with these principles of statutory construction.

Even if the phrase “other records” in Section 417 were interpreted to include records other

than those enumerated in Section 503, we do not accept Dr. Sigel’s argument that the phrase

includes virtually any record held by a condominium association. Under this construction, for

example, Dr. Sigel would be entitled to obtain on demand personal identifying and financial

information of other unit owners, merely because documents containing such information

happened to be in the file cabinets of the Association. In construing statutes, courts are

admonished not to adopt an interpretation that “would yield an absurd result.” Steppach, 346

S.W.3d at 506 (quoting State v. Sims, 45 S.W.3d 1, 11 (Tenn. 2001)).

We recognize that at least one state court construing similar statutory language has concluded

that ballots for the election of the board of a condominium association must be made available

to a unit owner on demand. See Pantelidis v. Barclay Condo. Assen, No. 3819, 2001 WL

1807912, at *1; 2001 Phila. Ct. Com. *Pl. LEXIS 113, at *3-4 (Pa. Com. Pl. Jan. 18. 2001)

(interpreting 8 Pa. Cons. Stat. § 3316 of the Uniform Condominium Act, which provides that

“all financial and other records [of a condominium] shall be made reasonably available for

examination by any unit owner . . . .”, to include election ballots). See also Koslow v.

Woodbridge Lake Prop. Owners Ass’n, No. CV040092738, 2006 WL 1738237, at *3-4; 2006

Conn. Super. LEXIS 1737, at *9-10, 13 (Conn. Super. Ct. June 7, 2006) (explaining that the

Connecticut legislature has granted unit owners “an unfettered right to scrutinize the

accounting records” of an association based on the identical language of Conn. Gen. Stat. §

47-260 including “information concerning individual employee titles, dates of employment,

and wages and benefits.”).

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We do not believe that such a construction would be consonant with the expectations and

intent of our Legislature in interpreting the Tennessee Condominium Act. We consider the

Legislature’s intent in light of the fundamental expectation of privacy and secrecy in voting

by written ballot, as opposed to viva voce voting, voting by a show of hands, or other such

public voting methods. See 29 C.J.S. Elections § 322 (2012) (entitled “Secrecy in Voting”)

(“Privacy casting one’s ballot is a sacred rule of law.”). A secret written ballot is used “to

prevent recrimination against people who vote for losing candidates.” 26 Am. Jur. 2d

Elections § 307 (2012) (entitled “Necessity for Secrecy.”).

The Tennessee Constitution has long been interpreted to recognize the right to a secret vote

in elections. See Mooney v. Phillips, 118 S.W.2d 224, 226 (Tenn. 1938). This was

recognized in Smith v. Dunn, in which the court commented: “Secrecy in voting has been

called ‘. . . one of the fundamental civil liberties upon which a democracy must rely most

heavily in order for it to survive.’ ” Smith v. Dunn, 381 F. Supp. 822, 825 (M.D. Tenn. 1974)

(three-judge panel) (interpreting Tennessee Constitution) (quoting United States v. Exec.

Comm., 254 F. Supp. 543, 546 (N.D. Ala. 1966)).

This reasoning was relied upon by a California appellate court asked to release ballots cast in

a homeowners’ association election to a director who demanded them. In Chantiles v. Lake

Forest II Master Homeowners Ass’n, 45 Cal. Rptr. 2d 1 (Cal. Ct. App. Aug. 7, 1995), the

court was interpreting a California statute that gave a director of such an association an

“absolute right” to inspect “all . . . records and documents of every kind . . . .” Id. at 2. The

plaintiff director had been a candidate for re-election, was apparently unhappy with the

election results, and believed that he had been shorted votes. Id. at 3. The disgruntled

director demanded that the homeowners’ association allow him to inspect the ballots cast in

the election. Id. at 3. When the association refused, he sued. The trial court declined to grant

the director access to the ballots, commenting:

Homeowner association elections may raise emotions as high or higher than

those involved in political elections. Under these circumstances a degree of

privacy afforded to the electors in such elections appears to be desirable.

Neighbors may cease to speak to each other if it became publicly known that

certain votes were cast. Voters may be intimidated to vote in a certain way

should their ballot be subject to public scrutiny.

Id. at 6-7. The California Court in Chantiles agreed with the trial court and denied the

plaintiff director access to the ballots. Id. at 7-8. It held that members of the homeowners’

association had a constitutional privacy right in their voting decisions, under the California

constitution. Id. at 7. It then balanced that constitutional right against the director’s “absolute

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right” under the California statute to inspect all records and held that his statutory right must

yield to the members’ constitutional privacy right. Id. at 7.

While the reasoning of the California court in Chantiles is instructive, we decline to adopt it

in toto. Tennessee citizens, like California citizens, have a right under the respective state

constitutions to cast a secret ballot. Moreover, we recognize that “[s]ecrecy after casting a

ballot is as essential as secrecy in the act of voting and should also be protected as

vigorously.” 26 Am. Jur.2d Elections § 307 (2012). However, we decline to extend the

constitutional right to secrecy of the ballot to an election for the board of directors for a

condominium association, as was done in Chantiles. See Pantelidis, 2001 Phila. Ct. Com.

Pl. LEXIS 113, at *5, 2001 WL 1807912, at *1-2.

We also do not adopt the “balancing” approaching utilized by the California court in

Chantiles, in which the members’ constitutional right to privacy in voting was balanced

against the director’s statutory right to access the ballots. Instead, the historic, fundamental

right to secrecy of the ballot under the Tennessee Constitution is the backdrop against which

we interpret the intent of the legislature in enacting the Tennessee Condominium Act. Our

interpretation would no doubt be different if Tennessee’s Legislature were to state explicitly

that a condominium association must disclose its election ballots. It has not.

For all of these reasons, we do not believe that the Tennessee Legislature would have

expected or intended written election ballots to be included in the documents available to

condominium unit owners on demand pursuant to Tennessee Code Annotated § 66-27-417.

We agree with the holding of the trial court. This holding pretermits all other issues raised

on appeal.

C ONCLUSION

The decision of the trial court is affirmed. Costs on appeal are assessed against

Appellant Kenneth J. Sigel, M.D., and his surety, for which execution may issue if necessary.

_______________________________________

HOLLY M. KIRBY, JUDGE

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