October 7, 20252025 CO 58, 24SC51, The Sentinel Colorado v. Rodriguez

1 printed pages contain little extracted OCR body text; searchable legal-body completeness has not been established for those pages.

OCR transcription for search; preserved printed pages are authoritative

The opinion summaries are not part of the Colorado Supreme
Court's opinion. They have been prepared solely for the reader's
convenience. As such, they may not be cited or relied upon. If
there is any discrepancy between the language in the summary
and the opinion, the language in the opinion controls.

ADVANCE SHEET HEADNOTE
October 7, 2025

2025 CO 58

No. 24SC51, The Sentinel Colorado v. Rodriguez - Municipal, County, and Local
Government - Attorney Fees- Attorney-Client Privilege.

The supreme court determines that The Sentinel Colorado newspaper, as a
corporation, is a "citizen" under the Colorado Open Meetings Law ("COML").
Accordingly, the supreme court reverses the court of appeals on the question of whether
The Sentinel may recover attorney fees from the Aurora City Council for the Council's
violation of the COML if it is ultimately the prevailing party. Further, the supreme court
determines that a public letter disclosing the fact that a stipulated agreement was
discussed during an Aurora City Council executive session does not waive the
attorney-client privilege because it did not detail the communications between the
Council and its attorney.

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# The Supreme Court of the State of Colorado 2 East 14th Avenue . Denver, Colorado 80203

2025 CO 58

Supreme Court Case No. 24SC51
Certiorari to the Colorado Court of Appeals
Court of Appeals Case No. 22CA1934

Petitioner/Cross-Respondent:
The Sentinel Colorado,

V.

Respondent/Cross-Petitioner:
Kadee Rodriguez, City Clerk, in her official capacity as Records Custodian for
the City of Aurora.

Judgment Reversed
en banc
October 7, 2025

Attorneys for Petitioner/Cross-Respondent:
Rachael Johnson
Denver, Colorado

Zansberg Beylkin LLC
Steven D. Zansberg
Denver, Colorado

Attorneys for Respondent/Cross-Petitioner:

Hoffmann, Parker, Wilson & Carberry, P.C.

Corey Y. Hoffmann

Katharine J. Vera

Denver, Colorado

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Attorneys for Amicus Curiae Colorado Freedom of Information Coalition:
Ballard Spahr LLP
Ashley I. Kissinger
Denver, Colorado

Attorneys for Amicus Curiae Colorado Municipal League:
Robert D. Sheesley
Rachel Bender
Denver, Colorado

Attorney for Amicus Curiae Special District Association of Colorado:
Ann Terry
Denver, Colorado

JUSTICE HART delivered the Opinion of the Court, in which JUSTICE
BOATRIGHT, JUSTICE HOOD, JUSTICE GABRIEL, JUSTICE SAMOUR, and
JUSTICE BERKENKOTTER joined.
CHIEF JUSTICE MÁRQUEZ dissented.

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JUSTICE HART delivered the Opinion of the Court.

11 A Colorado "citizen" who proves a violation of Colorado's Open Meetings
Law ("COML") may recoup attorney fees from the local public body that violated
the law. § 24-6-402(9)(b), C.R.S. (2025) ("subsection (9)(b)"). One of the questions
we confront here is whether The Sentinel Colorado ("The Sentinel") newspaper,
as a corporation, is a "citizen" entitled to recover fees under the COML after its
successful challenge to an improperly convened executive session of the Aurora
City Council ("the Council"). We also consider whether a public letter disclosing
the fact that a stipulated agreement was discussed during a Council executive
session waives the attorney-client privilege protecting communications made
during that executive session.

12 Considering the statutory scheme of the COML as a whole, we hold that the
word "citizen" includes corporations in section 24-6-402(9). Accordingly, we
conclude that The Sentinel may recover attorney fees under the COML if it is the
prevailing party in litigation. Further, we conclude that the letter in question did
not waive the attorney-client privilege because it did not detail the
communications between the Council and its attorney but instead only recounted
unprivileged facts. We therefore reverse the judgment of the court of appeals and
remand for proceedings consistent with this opinion.

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## I. Facts and Procedural History

T3
In January 2022, The Sentinel, a newspaper owned and operated in Aurora,
Colorado, reported that Aurora City Council member Danielle Jurinsky had
appeared on a talk radio show where she stated that the Aurora Police Department
chief and deputy police chief were "trash" and called for their removal from office.
In response to Jurinsky's conduct, another member of the Council initiated
proceedings to censure her for allegedly violating the Council's governing rules.

14 On March 14, 2022, the Council held and recorded an executive session to,
among other things, receive legal advice about the censure proposal. The public
agenda for that session included, as relevant here, that the Council would meet
regarding:

· "Negotiations," for an estimated time of forty-five minutes, citing
section 24-6-402(4)(e);

· "Personnel Matters," for an estimated time of thirty minutes, citing
section 24-6-402(4)(f);

. "Legal Advice," for an estimated time of one hour, citing
section 24-6-402(4)(b); and

· "Legal Advice," for an estimated time of forty-five minutes, citing
section 24-6-402(4)(b).

15
Four days later, a reporter for The Sentinel filed a records request seeking
access to the recording of the March 14 executive session. Kadee Rodriguez, the
official records custodian, denied this request, asserting that the record was both

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subject to the attorney-client privilege and exempt from disclosure under the
COML.

16 The Sentinel petitioned the district court for access to the recording, the
minutes from the March 14 executive session, and, if necessary, an in camera
review to assess any need for redactions. The Sentinel alleged in its application
that the Council had violated the COML when it omitted any description of "legal
advice" on the executive session agenda and when it engaged in "formal action"
by taking a roll call vote to end the investigation into Jurinsky. In response, the
records custodian reasserted the attorney-client privilege. The district court
granted an in camera review.

17 In the meantime, on March 28, the Council held a regular public meeting.
The agenda included an item described as: "Motion to Approve the Stipulation
and a Request for Payment of Attorney Fees" and Council staff attached a packet
of information to the agenda. In the packet, a document entitled "Council Agenda
Commentary" stated that special counsel "representing the City ha[d] reached an
agreement for a stipulation to resolve the [censure] issue," and that the
"stipulation [was] included in the backup for this item." The packet also included
a letter to the Council members from the special counsel, explaining what Jurinsky
had been charged with; the fact that special counsel had been appointed; that at

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the March 14 meeting the Council directed special counsel to enter a stipulation;
and the terms of the stipulation.

18 In July, the district court issued an order based on its in camera review of
the executive session. It found that (1) "the subject of the [e]xecutive [s]ession was
to receive information from legal counsel on the process to be followed in
addressing a censure complaint"; (2) "[t]he Council did not 'vote' on ending the
censure action as alleged in [T]he Sentinel's complaint[;] however, there was a
roll-call taken on what direction to give to legal counsel on how to proceed"; and
(3) "the announcement of the [e]xecutive [s]ession does not appear to comply with
the requirements of the applicable statutes." Sentinel Colo. v. Rodriguez,
No. 22CV30927, at *2 (Dist. Ct., Arapahoe Cnty., July 26, 2022). The district court
concluded that the Council had violated the COML and ordered that the executive
session recording be released to The Sentinel. Id. at *3.

19 The court did, however, stay its ruling to allow the records custodian time
to argue why release would violate the attorney-client privilege. Id. The records
custodian promptly did so by filing a motion for reconsideration. In the motion,
the records custodian also argued that the Council had cured its COML violations
by providing public notice of the executive session in the agenda and agenda
packet for its regular meeting. The Sentinel opposed this motion.

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110 The district court granted the motion for reconsideration and ordered that
the recording not be released. Specifically, it found that the regular meeting
identified what took place at the executive session and therefore cured any COML
violation. The district court did not reach a conclusion as to whether the
attorney-client privilege applied.

111 The Sentinel appealed and argued, as relevant here, that the Council
(1) violated the COML when it voted to terminate the investigation and enter a
stipulation with Jurinsky; (2) waived any attorney-client privilege covering the
executive session through the regular meeting agenda and agenda packet; and
(3) did not cure its COML violations. The Sentinel also requested attorney fees as
the prevailing "citizen" under the COML. See § 24-6-402(9)(b).

112 A division of the court of appeals largely agreed with The Sentinel.
Sentinel Colo. v. Rodriguez, 2023 COA 118, 11 46-48, 544 P.3d 1278, 1285-86. The
division held that the Council had violated the COML by taking "formal action"
in an executive session when it took a "roll call" vote to end the investigation into
Jurinsky and enter a stipulation. Id. at 11 30-32, 544 P.3d at 1283-84. Further, it
concluded that the Council had waived the attorney-client privilege when it
published the letter from special counsel in the regular meeting agenda packet
because that letter "describe[d] everything that occurred" during the executive
session. Id. at 1 40, 544 P.3d at 1285. Finally, the division concluded that the

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Council did not cure its COML violations because the curing doctrine does not
apply outside of situations where a party seeks to invalidate an action taken in an
improper executive session. Id. at | 41, 544 P.3d at 1285.

113 The division, however, disagreed with The Sentinel that it was entitled to
attorney fees. Id. at | 49, 544 P.3d at 1286. It recognized that the COML authorizes
fees for "the citizen prevailing," id. at 150, 544 P.3d at 1286 (quoting
§ 24-6-402(9)(b)), but reasoned, based on the definition of "citizen" in the
Merriam-Webster Dictionary, that The Sentinel was not covered by that provision
of the statute because it is not a person who owes allegiance to a government or
receives governmental protection. Id. at | 51, 544 P.3d at 1286.

114 The Sentinel petitioned this court for certiorari review, and Rodriguez, in
her official capacity as the records custodian for the City of Aurora,
cross-petitioned.1 We granted both petitions.2

1 Because Rodriguez is named here in her official capacity on behalf of the City of
Aurora, we refer to respondent as the "City."

2 We granted certiorari to review the following issues:

1\. Whether The Sentinel Colorado ("The Sentinel"), which is owned by
Aurora Media Group, LLC, and operated by the Aurora Sentinel
Community Media, a Colorado 501(c)(3) corporation, is a "citizen" for
the purposes of section 24-6-402(9)(b), C.R.S. (2023), of the Colorado
Open Meetings Law ("COML" or "OML").

2\. Whether the court of appeals erred in finding that a general
description of the discussion of an executive session in a later public
City Council agenda packet constituted a waiver of the entire

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## II. Analysis

115 We begin by addressing the core principles of statutory interpretation and
the COML. Then, after analyzing the COML, we hold that the word "citizen" in
section 24-6-402(9)(b) is used interchangeably with "person" and that each word
logically encompasses any party with standing to pursue litigation under the
statute. Accordingly, we conclude that The Sentinel is entitled to its attorney fees
under subsection (9)(b) of the COML.

116 We then turn to the City's contention that the Council did not waive the
attorney-client privilege by publishing the letter from special counsel recounting
the factual details underlying its stipulation agreement with Jurinsky. We agree
with the City and conclude-because the letter did not contain privileged
communications between the Council and its attorney -that the letter did not
waive the attorney-client privilege.

117 Accordingly, we reverse the judgment of the court of appeals and remand
the case for further proceedings consistent with this opinion.

attorney-client privilege and the executive-session privilege by the
public body.

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# A. Standard of Review and Principles of Statutory Interpretation

118 We review issues of statutory interpretation de novo. McCoy v. People,
2019 CO 44, 1 37, 442 P.3d 379, 389. In construing a statute, our primary aim is to
effectuate the legislature's intent. Id. Accordingly, we first look to the plain and
ordinary meaning of the statutory language, reading its words and phrases in
context. Id. We read the statute as a whole, "giv[ing] consistent, harmonious, and
sensible effect to all its parts." In re Marriage of Ikeler, 161 P.3d 663, 667 (Colo. 2007).
In doing so, we must consider the interactions between the statute's subparts,
Huber v. Kenna, 205 P.3d 1158, 1162 (Colo. 2009), and construe its provisions to be
consistent with the overall statutory design, People in Int. of T.B., 2019 CO 53, 1 23,
445 P.3d 1049, 1054. We will not follow an interpretation that leads to an illogical
or absurd result. Frazier v. People, 90 P.3d 807, 811 (Colo. 2004).

119 As a rule, we interpret statutes involving open meetings broadly, Cole v.
State, 673 P.2d 345, 347 (Colo. 1983), and in the manner most favorable to the
public, Bagby v. Sch. Dist. No. 1, 528 P.2d 1299, 1302 (Colo. 1974).

120 If a statute is clear and unambiguous, then we will not proceed to
interpretive rules of statutory construction. State Farm Mut. Auto. Ins. Co. v. Fisher,
2018 CO 39, 1 12, 418 P.3d 501, 504. But if the statute is ambiguous then we may
consider "the legislature's intent, the circumstances surrounding the statute's
adoption, and the possible consequences of different interpretations to determine

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the statute's proper construction." Elder v. Williams, 2020 CO 88, 1 18, 477 P.3d
694, 698. "A statute is ambiguous when it is reasonably susceptible of multiple
interpretations." Id.

# B. Application of the COML

121 The COML generally requires that if a quorum or three or more members
(whichever is less) of a local public body, like the Council, meets to take any formal
action or consider public business, that meeting must be open to the public.
§ 24-6-402(1)(a)(I), (2)(b). However, in limited circumstances, the COML allows a
public body to hold an executive session that is closed to the public.
§ 24-6-402(4)(a)-(g). One such circumstance is when the local public body seeks to
confer with an attorney "for the purposes of receiving legal advice on specific legal
questions." § 24-6-402(4)(b).

[22 An executive session held pursuant to section 24-6-402(4)(b) must
(1) include a "specific citation" to that statutory provision; (2) identify the topic of
discussion in "as much detail as possible without compromising the purpose for
which the executive session is authorized"; (3) be supported by two-thirds of a
quorum's vote in favor of entering into an executive session; and (4) not adopt
"any proposed policy, position, resolution, rule, regulation, or formal action."
§ 24-6-402(4) ("subsection (4)"). And although an executive session is closed to the
public, the executive session must be electronically recorded and that recording

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must be kept unless the discussions during that session are protected by the
attorney-client privilege. § 24-6-402(2)(d.5)(II)(A), (B).

123 Under the COML, any person may apply for access to the record of an
executive session and, if a court finds that the local public body took up
"substantial discussion of any matters not enumerated" in subsection (4), or
"adopted a proposed policy, position, resolution, rule, regulation, or formal
action" as prohibited by subsection (4), the "portion of the record" containing the
unauthorized conduct will be made open to public inspection.
§ 24-6-402(2)(d.5)(II)(C). The COML further provides that "[i]n any action in
which the court finds a violation of [section 24-6-402], the court shall award the
citizen prevailing in such action costs and reasonable attorney fees."
§ 24-6-402(9)(b).

T24 Here, the Council concedes that it improperly convened an executive
session by failing to identify the topic of discussion in "as much detail as possible
without compromising the purpose for which the executive session is authorized"
as required by subsection (4). And the division concluded that the Council did not
cure this deficiency by detailing the same subject matter in its March 28 hearing.
Sentinel Colo., TT 41, 46, 544 P.3d at 1285-86. Therefore, the fact of a COML
violation is not at issue here. Instead, the issue before us is a narrow one: Whether
The Sentinel, having brought a COML claim challenging a violation of the law,

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may collect attorney fees under the statute if it ultimately prevails in this case. The
Sentinel argues that it should be entitled to recoup fees if it is a prevailing party in
COML litigation.3 We agree for two reasons.

125 First, any other conclusion would exclude certain members of the public -
media corporations like The Sentinel -from the ability to protect public interests
in open meetings and collect attorney fees for successful litigation. This is illogical
and even absurd. Second, the division concluded, without analysis, that The
Sentinel could not be a "citizen" by relying on a single dictionary definition of
citizen. Sentinel Colo., 1 51, 544 P.3d at 1286 (defining citizen as "a native or
naturalized person who owes allegiance to a government and is entitled to
protection from it" (quoting Citizen, Merriam-Webster Dictionary, https://
www.merriam-webster.com/dictionary/citizen
[https://perma.cc/26V4-
JCSM])). This was error. Even a statutory interpretation analysis that stops at
what it describes as the "plain meaning" of a word must still examine that word
in the context of its statute or relevant statutory provision. T.B., 1 23, 445 P.3d at
1054-55. Both the statutory and legislative history of this provision further

3 In the alternative, the newspaper contends that the Colorado Open Records Act
("CORA") authorizes it to receive fees because the executive session recording is
a public record and it is a "person" under CORA.

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support the conclusion that "citizen," as used in section 24-6-402(9) includes media
organizations like The Sentinel.4

## 1. Section 24-6-402(9) of the COML

T26
The relevant statutory provision is section 24-6-402(9), which provides in
pertinent part:

(a) Any person denied or threatened with denial of any of the rights
that are conferred on the public by this part 4 has suffered an injury
in fact and, therefore, has standing to challenge the violation of this
part 4.

(b) The courts of record of this state shall have jurisdiction to issue
injunctions to enforce the purposes of this section upon application
by any citizen of this state. In any action in which the court finds a
violation of this section, the court shall award the citizen prevailing
in such action costs and reasonable attorney fees. . . .

127
Accordingly, this statute provides that any person has standing to challenge
a violation of the COML and that any citizen can seek an injunction to enforce the
COML.

128 Neither the term "person" nor the term "citizen" is defined in the COML
itself. § 24-6-402. However, another provision of the Colorado Sunshine Law - of

4 "[W]e use 'statutory history' to refer to the evolution of a statute as it is amended
over time by the legislature and 'legislative history' to refer to the development of
a statute during the legislative process and prior to enactment or amendment."
Colo. Oil & Gas Conservation Comm'n v. Martinez, 2019 CO 3, 1 30 n.2, 433 P.3d 22,
29 n.2.

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which the COML is a part-defines "[p]erson" to mean "an individual, limited
liability company, partnership, committee, association, corporation, or any other
organization or group of persons." § 24-6-301(4), C.R.S. (2025) (defining "person"
under the "Regulation of Lobbyists" provision of the Colorado Sunshine Law).
While "person" is not expressly defined in the COML, we presume that the
legislature intended a term to have consistent meaning across related sections of a
statute. See Castillo v. People, 2018 CO 62, 1 42, 421 P.3d 1141, 1148 (noting statutory
definitions of words used elsewhere in the same statute furnish authoritative
evidence of legislative intent); see also Montezuma Valley Irrigation Co. v. Bd. of Cnty.
Comm'rs, 2020 COA 161, 1 25, 486 P.3d 428, 433 ("Although the General Assembly
didn't include a definition of 'maintain' (or any other term) in section 43-5-305, we
can presume that it intended to use the word in a way similar to how it is used in
other sections within Title 43.").5

5 While looking to the legislature's definition of a term in one section of a statute
is relevant context for understanding the legislature's intent in using the same
term in other portions of the same statute, we note that such persuasive value has
its limits. For instance, using the legislature's definition of "person" in Colorado's
Uniform Commercial Code, see § 4-9.5-103(10), C.R.S. (2025), is of limited value to
understanding its use of "person" in the COML because the legislative intent is
likely different from statute to statute, see Bertrand v. Bd. of Cnty. Comm'rs, 872 P.2d
223, 228 (Colo. 1994) ("[T]he interpretation of one statute by reference to an
unrelated statute is an unreliable means of ascertaining legislative intent."
(emphasis added)).

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129 Reading these sections, it is evident that "person" and "citizen" are used
interchangeably to refer to the plaintiff in a COML lawsuit. It would be illogical
to read the law to allow "a person" to file an application seeking records of an
allegedly improper executive session, but to limit a court's jurisdiction to issue
injunctions only to circumstances where the applicant is, as the division's opinion
would require, "a native or naturalized person who owes allegiance to a
government and is entitled to protection from it." See Sentinel Colo., 1 51, 544 P.3d
at 1286. Similarly, it would be absurd that a party who is explicitly conferred
standing to challenge a violation of the COML would be unable to seek an
injunction to redress that violation. Looking to a dictionary to define the word
"citizen" in the COML ignores the fact that multiple divisions of the court of
appeals have, over many years, recognized suits brought by newspapers and other
corporations under the COML. See, e.g., Prairie Mountain Publ'g Co. v. Regents of
Univ. of Colo., 2021 COA 26, 1 1, 491 P.3d 472, 474; Ark. Valley Publ'g Co. v. Lake
Cnty. Bd. of Cnty. Comm'rs, 2015 COA 100, 1 1, 369 P.3d 725, 725; Wisdom Works
Counseling Servs., P.C. v. Colo. Dep't of Corr., 2015 COA 118, 1 3, 360 P.3d 262, 264;
Zubeck v. El Paso Cnty. Ret. Plan, 961 P.2d 597, 598 (Colo. App. 1998). The question
presented here has never been addressed in this court, but the consistent
interpretation of "citizen" by divisions of the court of appeals to include
corporations like The Sentinel merits our consideration.

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130 Relying on a dictionary definition of the word citizen is also somewhat
surprising considering the common legal usage of the word in the context of
jurisdictional law. As recently as 2023, we have stated that "[f]or diversity
[jurisdiction] purposes, a corporation's citizenship or domicile is where it is
registered to do business or its principal place of business." Nelson v. Encompass
PAHS Rehab. Hosp., LLC, 2023 CO 1, 1 20, 522 P.3d 707, 712 (emphasis added).
Thus, it is not novel that the word "citizen" may include corporations. And given
the structure of the COML, we conclude that, in that context, it does.

131 Our conclusion is bolstered by the very limited legislative history available
about the enactment of and amendments to the COML. The COML was originally
enacted in 1973 as a result of a 1972 ballot initiative. Ch. 456, sec. 1, § 3-37-402(1)(f),
1973 Colo. Sess. Laws 1660, 1666. At the time, the first sentence of what is now
section 24-6-402(9)(b) was located in section 24-6-402(6), C.R.S. (1973).6 That
section provided, "The courts of record of this state shall have jurisdiction to issue
injunctions to enforce the purposes of this section upon application of any citizen
of this state." § 24-6-402(6), C.R.S. (1973).

6 Between the time the legislature enacted section 3-37-402 and the printing of the
1973 Colorado Revised Statutes in 1974, section 3-37-402 was recodified as section
24-6-402. The laws enacted and amended in 1973 were not printed in a supplement
to the 1973 Colorado Revised Statutes but were printed for the first time in 1974
using a new numbering system.

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132 When the entire COML was revised in 1991 that language was moved to
section 24-6-402(9). Ch. 142, sec. 2, § 24-6-402(9), 1991 Colo. Sess. Laws 815, 820.
At that time, the remaining language of what is now subsection (9)(b), including
the language allowing an award of fees and costs to a prevailing "citizen," was
added. 1991 Colo. Sess. Laws at 820. As one legislator noted in a hearing on the
changes: one purpose of the COML's fee-shifting provision was to "open up the
doors to the courthouse" to those seeking to deter public bodies from violating the
law and to compensate them for those efforts.7 Hearings on S.B. 33, S. State Affs.
Comm., 58th Gen. Assemb., 1st Sess. (Jan. 14, 1991). The legislator observed that
"quite often, it is . . . the press [who] does take a lead" on COML issues. Id.

[33 The use of the two distinct words "person" and "citizen" in section
24-6-402(9) was introduced in 2014, when the legislature added section
24-6-402(9)(a), referring to the standing of "[a]ny person" aggrieved by a violation
of the COML, and moved what had previously been the complete section
24-6-402(9) into subsection 24-6-402(9)(b). Ch. 380, sec. 1, § 24-6-402(9), 2014 Colo.

7 This legislator is not identified in the oral records of the hearings. However,
while the identity of a legislator may add context to the legislative history, we have
not required specific identification as a prerequisite for using statements made
during hearings to interpret legislative intent. Rather, the legislative intent inquiry
focuses on the substance of the statements made, and their relevance to the statute
in question. See generally People v. Rockwell, 125 P.3d 410, 419 (Colo. 2005) (focusing
on the testimony made before the congressional committee to identify legislative
intent).

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Sess. Laws 1859, 1859. This amendment created the current distinction between
"person" and "citizen" but offered no explanation for the distinction.

134 The complete structure of section 24-6-402(9) suggests no significant
distinction between persons and citizens. It would be absurd to allow
corporations - who are recognized as persons in one part of the statutory scheme
and by divisions of our court of appeals-to have standing to pursue COML
claims but then deny them the ability to seek injunctions to prevent violations and
compensation for their efforts to protect public rights. Nothing in the legislative
history suggests that the legislature intended to draw any distinction. In light of
all these points, we hold that corporations, like The Sentinel, are entitled to
attorney fees under the COML when they are prevailing parties in litigation
pursuant to that law.

135 Because we hold that subsection (9)(b) includes corporations in its use of the
word "citizen," we do not address The Sentinel's argument in the alternative for
attorney fees under CORA. The newspaper may collect attorney fees under the
COML if it ultimately prevails in this case.

# C. The Council Did Not Waive the Attorney-Client Privilege

136 In its cross-petition, the City argues that the division erred when it
concluded that the Council waived the attorney-client privilege covering the

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executive session through the letter from special counsel included in the March 28
meeting agenda packet.8 We agree.

137 The attorney-client privilege applies to protect "matters communicated by
or to the client in the course of gaining counsel, advice, or direction with respect
to the client's rights or obligations." Jordan v. Terumo BCT, Inc., 2024 CO 38, 1 29,
550 P.3d 628, 634 (quoting Gordon v. Boyles, 9 P.3d 1106, 1123 (Colo. 2000)). The
privilege only protects the communications-it does not protect "any underlying
and otherwise unprivileged facts that are incorporated into a client's
communication to his attorney." Gordon, 9 P.3d at 1123. The client may not assert
the attorney-client privilege to protect relevant facts simply because those facts
have been previously communicated to counsel. Id. A client can waive the
attorney-client privilege by disclosing "privileged communications to a third
party." People v. Trujillo, 144 P.3d 539, 543 (Colo. 2006). But disclosing
non-privileged information, like factual assertions, does not waive the privilege.
Id. at 544-45. "The burden of establishing a waiver or an exception lies with the

8 During oral argument in this case, The Sentinel alleged that Jurinsky's attorney
was present at the executive session and, therefore, that the Council entirely
waived the attorney-client privilege by virtue of allowing a third-party presence.
The Sentinel did not, however, make this argument in its briefing before this court,
or before the division. And, in any event, whether a third-party presence waived
the attorney-client privilege is not within the scope of the question on which we
granted certiorari.

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party seeking to overcome the privilege." Id. at 542 (citing Wesp v. Everson, 33 P.3d
191, 198 (Colo. 2001)).

138 The division concluded that the Council "waived any attorney-client
privilege from the .. . executive session" because the letter from special counsel
included in the March 28 agenda packet "describe[ed] everything that occurred"
in the executive session. Sentinel Colo., 1 40, 544 P.3d at 1285. Our review of the
record shows that this is inaccurate. The letter from special counsel did not
describe everything that took place during the executive session. Instead, it
recounted:

· the charges against Jurinsky;

· the procedures subsequently followed to advise Jurinsky, the mayor of
Aurora, and the Council of the censure proceedings;

· the procedures followed to appoint special counsel;

· the fact of the March 14 meeting at which the Council directed special
counsel to enter a stipulation; and

· the terms of the stipulation.

139 These are factual assertions, not privileged communications. The letter did
not, for example, detail what advice special counsel provided to the Council with
regard to whether to enter a stipulation at all or what the terms of the stipulation
should be. Accordingly, the Council did not waive its attorney-client privilege by
publishing the letter in its March 28 meeting agenda packet.

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140 The Sentinel, however, argues that Guy v. Whitsitt, 2020 COA 93, 469 P.3d
546, is indistinguishable from this case and therefore requires disclosure.
According to The Sentinel, because an improperly convened executive session is
considered open to the public, the records related to that session -including those
subject to the attorney-client privilege-must be released. The holding in Guy,
however, does not speak to the attorney-client privilege at all.

141 In Guy, a town council failed to provide sufficient notice of an executive
session under subsection (4) of the COML. 15, 469 P.3d at 549. After the town
council denied him a copy of the records from that executive session, asserting
they were either nonexistent or not subject to disclosure, Guy initiated proceedings
requiring the town council to show cause for its denial and sought a declaration
that the town council had violated the COML. Id. at 16, 469 P.3d at 549. The
district court, as relevant here, ruled in favor of the town council and concluded
that it did not have to provide detail beyond the fact that it sought general "legal
advice" in its notice of the executive session because of the "nature of the
attorney-client privilege," and that it did not have to detail the "personnel
matters" on its agenda given the privacy interests of an individual involved. Id. at
1 9, 469 P.3d at 549-50. Guy appealed and argued that the district court's
conclusion was in error; a division of the court of appeals agreed as to these issues.
Id. at | 11, 469 P.3d at 550. The division found that the town council could have

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provided more information regarding the topic of the legal advice being discussed
without waiving the attorney-client privilege as to its substance. Id. at | 21,
469 P.3d at 551. And the division concluded that the personnel matters to be
discussed could have at least named the individual involved. Id. at 1 32, 469 P.3d
at 554.

142 The division concluded, "[b]ecause the Town Council did not comply with
[COML's] notice requirements, Guy [was] entitled to the recordings and minutes
of the executive session (to the extent they exist) involving the matters not properly
noticed." Id. at 1 33, 469 P.3d at 554. The Sentinel relies on this result to support
its position that the attorney-client privilege no longer protects the records in this
case. The Guy division, however, found only that Guy was entitled to the existing
records involving matters not properly noticed; it did not specify that this included
attorney-client privileged communications. Id. Only the underlying
nonprivileged facts, not the substance of privileged communications, should have
been noticed. In fact, when determining that some factual details could be
included in a notice of an executive session for legal advice, the division
emphasized that a waiver of the attorney-client privilege "must be of confidential
portions of the privileged communications ... [which] does not include the fact of
the communication, the identity of the attorney, the subject discussed, and details
of the meetings, which are not protected by the privilege." Id. at | 21, 469 P.3d at

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551 (quoting Roberts v. Legacy Meridian Park Hosp., Inc., 97 F. Supp. 3d 1245, 1253
(D. Or. 2015)).

143 The division's conclusion in Guy therefore supports our result here. The
letter from special counsel did not waive the attorney-client privilege by
recounting the factual details of the Council's stipulation with Jurinsky.
Accordingly, we conclude that the division erred when it found that the Council
waived the attorney-client privilege as it related to the March 14 executive session.9

# III. Conclusion

144 A corporate entity, like The Sentinel, falls within the meaning of the word
"citizen" in section 24-6-402(9)(b) and is therefore entitled to seek attorney fees if
it prevails in a COML action. Further, under the circumstances presented here,
the Council did not waive the attorney-client privilege by publishing the letter
from its special counsel. In light of the foregoing, we reverse the judgment of the
court of appeals as to both issues and remand for proceedings consistent with this
opinion.

9 The Sentinel also requests attorney fees related to its litigation in this court and
the court of appeals, pursuant to C.A.R. 39.1. Rule 39.1 allows appellate attorney
fees for parties who articulate a legal and factual basis to support their entitlement
to an award; a mere citation to the rule is insufficient. Here, The Sentinel argues
that it is entitled to fees on appeal because, again, it is a "prevailing citizen" under
the COML. Because The Sentinel is a "citizen" under subsection (9)(b) of the
COML, we agree it is entitled to seek fees pursuant to Rule 39.1; entitlement to
receive those fees depends on whether The Sentinel is in fact a prevailing party.

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CHIEF JUSTICE MÁRQUEZ dissented.

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CHIEF JUSTICE MÁRQUEZ, dissenting.

145 The majority holds that the word "citizen" in section 24-6-402(9)(b), C.R.S.
(2025), is used interchangeably with "person" in section 24-6-402(9)(a) and
encompasses "corporations" for purposes of granting an award of attorney fees.
See Maj. op. 1 29. I disagree. First, the statutory history of section 24-6-402(9)
reveals that the legislature did not use the terms "person" and "citizen"
interchangeably, and we must assume that its choice to use different terms,
particularly in the same statutory subsection, was intentional. Second, because the
legislature did not define either "person" or "citizen" in the Colorado Open
Meetings Law ("COML"), §§ 24-6-401 to -402, C.R.S. (2025), we must turn to the
plain and ordinary meanings of these terms-neither of which includes
corporations. Because I cannot agree with the majority that the General Assembly
intended for corporations to be able to obtain fee awards under the COML, I
respectfully dissent.1

1 I would not reach the second issue in this case concerning waiver of the
attorney-client privilege. I would conclude that The Sentinel Colorado lacks
standing to sue under section 24-6-402(9)(a) because the plain and ordinary
meaning of "person" excludes corporations. See § 24-6-402(9)(a) (granting only
"person[s]" standing to sue under the COML).

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# I. The Statutory History of Section 24-6-402(9) Demonstrates that the General Assembly Did Not Use the Terms "Citizen" and "Person" Interchangeably

146 The statutory history of section 24-6-402(9) does not support the majority's
assertion that the legislature used the terms "person" and "citizen"
interchangeably in that provision. See Maj. op. 1 25 n.4; see also Colo. Oil & Gas
Conservation Comm'n v. Martinez, 2019 CO 3, 1 30 n.2, 433 P.3d 22, 29 n.2 ("[W]e
use 'statutory history' to refer to the evolution of a statute as it is amended over
time by the legislature and 'legislative history' to refer to the development of a
statute during the legislative process and prior to enactment or amendment.").

147 The COML was enacted as part of the Colorado Sunshine Act of 1972
("Sunshine Act"). See Ch. 456, sec. 1, §§ 3-37-101 to -402, 1973 Colo. Sess. Laws
1660, 1660-66. The COML was Part 4 of the Sunshine Act, id. at 1666, while Part 2
established public disclosure obligations for government officials, id. at 1660-62,
and Part 3 imposed provisions regarding the regulation of lobbyists, id. at 1662-65.

148 Notably, the legislature chose in Part 2 of the Sunshine Act to use the word
"person" to refer to human beings. See § 24-6-202, C.R.S. (1973) (formerly
numbered as section 3-37-202, see Maj. op. [ 31 n.6). Part 2 offers a list of official
governmental positions, available only to human beings, such as governor,
secretary of state, judge, etc., and proceeds to refer to them as "persons"
throughout. Id. And when the General Assembly refers to "corporations" or other

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business entities in Part 2, it refers to them explicitly by terms such as
"corporation," "firm," "partnership," or "other business enterprise."
§ 24-6-202(2)(e)-(h). In Part 3, governing the regulation of lobbyists, the General
Assembly also chose to use "person" but expressly defined the term to include
corporations for purposes of those provisions. See § 24-6-301(4), C.R.S. (1973). And
in Part 4, the COML provided courts the authority to issue injunctions to enforce
the COML upon application of any "citizen." § 24-6-402(6), C.R.S. (1973). The
legislature chose the specific term "citizen" again in 1991 when it added the
provision allowing for the award of attorney fees to prevailing "citizen[s]."
Ch. 142, sec. 2, § 24-6-402(9), 1991 Colo. Sess. Laws 815, 820. The General
Assembly's use of different terms in different parts of the Sunshine Act reflects
that it did not intend the term "person" and "citizen" to be interchangeable.

149 More than forty years after its enactment, in 2014, the legislature separated
section 24-6-402(9) into two subsections. These amendments added a new
subsection, (9)(a), that granted "person[s]" standing to sue. See Ch. 380, sec. 1,
§ 24-6-402(9)(a)-(b), 2014 Colo. Sess. Laws 1859, 1859. What had been the entirety
of section 24-6-402(9) (including the attorney fees provision) became section
24-6-402(9)(b). Id. Notably, the legislature did not adopt any definition of
"person" for purposes of the COML, and it left the attorney fees language referring
to a prevailing "citizen" unchanged.

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150 The majority states that the structure of section 24-6-402(9) expresses "no
significant distinction between persons and citizens" and insists that "[n]othing in
the legislative history suggests that the legislature intended to draw any
distinction." Maj. op. 1 34. But when the General Assembly uses different terms
in the same section-and especially within the same subsection of a single
provision like we have here-we assume the General Assembly intended those
different terms to have different meanings. See Colo. Med. Bd. v. Off. of Admin. Cts.,
2014 CO 51, 1 19, 333 P.3d 70, 74 ("[T]he use of different terms signals the General
Assembly's intent to afford those terms different meanings."). In other words, the
statutory history is strong evidence of the General Assembly's intent to draw a
distinction between its use of the terms "person" and "citizen" in the Sunshine
Act.

151 In sum, the majority's insistence that the structure of section 24-6-402(9)
"suggests no significant distinction between persons and citizens," Maj. op. 1 34,
is contradicted by the use of those terms in the Sunshine Act as well as the
statutory history of the COML.

# II. The Plain and Ordinary Meanings of Both "Person" and "Citizen" Do Not Include Corporations

152 Because the COML does not define the terms "person" or "citizen," we look
to their plain and ordinary meanings and resort to other rules of statutory
construction only if the plain and ordinary meanings create ambiguity. See Town

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of Minturn v. Tucker, 2013 CO 3, 1 27, 293 P.3d 581, 590; see also Dep't of Revenue v.
Agilent Techs., Inc., 2019 CO 41, 1 16, 441 P.3d 1012, 1016 ("If the statutory language
is clear, we apply it as written and need not resort to other rules of statutory
construction.").

153 The majority reasons that the term "person" in section 24-6-402(9)(a)
includes corporations. See Maj. op. 1 28. From that premise, the majority
concludes that the term "citizen" in section 24-6-402(9)(b) must also include
corporations because it would make no sense for corporations to have standing to
sue under subsection (9)(a) yet be ineligible to obtain fee awards under
subsection (9)(b) if they prevail. Id. But because the majority's premise is
incorrect, it reaches the wrong conclusion. In the absence of broader statutory
definitions, the terms "person" and "citizen" do not include corporations.

154 First, the term "person" is commonly understood to be an individual human
being -not a corporation. Person, Black's Law Dictionary (12th ed. 2024) (defining
"person" simply as a "human being"); see also Person, Merriam-Webster
Dictionary, https://www.merriam-webster.com/dictionary/person [https://
perma.cc/9VYP-VG3L] (defining person as a "human, individual").2 When the

2 The majority criticizes the division's reliance on a single dictionary definition to
interpret section 24-6-402(9)(b). See Maj. op. 11 29-30. But this court routinely
relies on dictionary definitions to convey the plain and ordinary meanings of
undefined terms. See Miller v. Amos, 2024 CO 11, 1 24, 543 P.3d 393, 399 (citing
dictionary definition of "every"); Plemmons v. People, 2022 CO 45, 11 25-26,

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General Assembly uses the term "person" without defining it, it refers to the plain
and ordinary definition-i.e., human beings. See, e.g., § 24-6-202.

155 When the General Assembly wishes to include corporations in the definition
of "person," it does so expressly. See, e.g., § 4-9.5-103(10), C.R.S. (2025) (defining
"[p]erson" to include corporations in the article concerning the central filing of
effective financing statements under the Uniform Commercial Code);
§ 15-2.5-102(12), C.R.S. (2025) (defining "[p]erson" to include corporations in the
Uniform Powers of Appointment Act for probate, trusts, and fiduciaries);
§ 15-1-1502(17), C.R.S. (2025) (defining "[p]erson" to include public corporations
in the Revised Uniform Fiduciary Access to Digital Assets Act); § 24-72-202(3),
C.R.S. (2025) (defining "[p]erson" to include corporations in the Colorado Open
Records Act). Importantly, each definition is limited to the specific context in
which it appears.

156 Critically, the legislature did not define "person" in the COML to include
corporations. We must assume that this decision was intentional. See Dep't of
Transp. v. Stapleton, 97 P.3d 938, 943 (Colo. 2004) ("[W]e presume that the General
Assembly understands the legal import of the words it uses and does not use

517 P.3d 1210, 1217-18 (citing the dictionary definitions of "harm," "infect," and
"injure"); People v. Guenther, 740 P.2d 971, 975 (Colo. 1987) (citing the dictionary
definitions of "immunity" and "prosecution").

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language idly, but rather intends that meaning should be given to each word.").
The majority cannot simply import or otherwise rely on the statutory definition of
"[p]erson" from Part 3 of the Sunshine Act, which governs the regulation of
lobbyists. See Maj. op. 1 28 (discussing section 24-6-301(4), C.R.S. (2025)). This is
because section 24-6-301 expressly limits its definition of "person" to Part 3 of the
Sunshine Act. § 24-6-301 (defining terms "[a]s used in this [P]art 3"). This limiting
language aligns with the legislature's consistent practice across the Colorado
Revised Statutes: the word "person" includes corporations only when the
legislature expressly so defines it, and only for purposes of that specific context.
Because the COML does not define "person," we must rely on the plain and
ordinary meaning of that term, which refers to an individual human being, not a
corporation.

157 Second, the plain and ordinary meaning of "citizen" likewise excludes
corporations. "Citizen" refers to a particular subset of persons-namely,
"[s]omeone who, by either birth or naturalization, is a member of a political
community, owing allegiance to the community and being entitled to enjoy all its
civil rights and protections." See Citizen, Black's Law Dictionary (12th ed. 2024);
see also Citizen, Merriam-Webster Dictionary, https://www.merriam-
webster.com/dictionary/citizen [https://perma.cc/BG6Y-87YD] (defining
citizen as "a native or naturalized person who owes allegiance to a government

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and is entitled to protection from it"). Again, corporations are not persons, let
alone "native or naturalized" persons with particular rights and obligations.
Nothing about the plain and ordinary meaning of "citizen" suggests that the
legislature intended this term in subsection (9)(b) to include corporations.

158 The majority supports its interpretation by pointing to a handful of court of
appeals decisions that involved suits brought by corporations under the COML.
See Maj. op. 1 29 (citing Prairie Mountain Publ'g Co. v. Regents of Univ. of Colo., 2021
COA 26, 11, 491 P.3d 472, 474; Ark. Valley Publ'g Co. v. Lake Cnty. Bd. of Cnty.
Comm'rs, 2015 COA 100, 11, 369 P.3d 725, 725; Wisdom Works Counseling Servs.,
P.C. v. Colo. Dep't of Corr., 2015 COA 118, 1 1, 360 P.3d 262, 264; Zubeck v. El Paso
Cnty. Ret. Plan, 961 P.2d 597, 598 (Colo. App. 1998)). But this court is not bound
by those decisions; moreover, none of the cases cited addressed the question of
whether corporations qualify as citizens for purposes of attorney fees awards
under the COML.

159 The majority's other justifications for departing from the plain and ordinary
definitions of "person" and "citizen" are similarly unpersuasive. The majority
relies on a single unidentified legislator's comment during a hearing on the 1991
amendments to the COML. See Maj. op. 1 32. This is particularly thin support for
its position. The remark that "the press" often "does take a lead" on COML cases
is ambiguous at best. Although the phrase "the press" can include press

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organizations, it can just as readily refer to individual reporters. Indeed, to the
extent the majority is concerned that "the press" would be precluded from
pursuing enforcement of the COML if the term "citizen" in subsection (9)(b) is
read to exclude corporations, that concern is unfounded. Certainly, a citizen
member of "the press" may bring a suit under the COML and, if successful, that
individual may be awarded attorney fees. In any event, the isolated reference to
"the press" in a 1991 hearing is no basis to discern the legislative intent of the term
"citizen" in section 24-6-402(9).

160 The majority next draws comparisons to case law in which corporations are
described as having citizenship for purposes of federal diversity jurisdiction. Maj.
op. 130. This example is not only far removed from the COML, it is outside
Colorado law entirely. Federal diversity jurisdiction is grounded in federal
statute. 28 U.S.C. § 1332. Even if the language of a federal statute could offer
guidance as to the Colorado General Assembly's intent in drafting the COML, the
text of 28 U.S.C. § 1332 offers little support for the majority's interpretation. That
provision furnishes a definition of corporations as citizens for the sole purpose of
establishing domicile when analyzing diversity jurisdiction. Moreover, that
definition applies only to sections 1332 and 1441. 28 U.S.C. § 1332(c)(1). Colorado
has no comparable statutory provision reflecting legislative intent to treat
corporations as having "citizenship" -for any purpose.

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161 On the other hand, Colorado law is replete with examples of the terms
"person" and "citizen" referring to human beings, consistent with their plain and
ordinary meanings. Moreover, several provisions that use both terms clearly
establish that "citizens" are a subset of "persons." For example, the Colorado
Constitution states that "[n]o person shall be eligible to the office of governor or
lieutenant governor[, secretary of state, state treasurer, or attorney general] . . .
unless ... he shall be a citizen of the United States." Colo. Const. art. IV, § 4
(emphases added); see also Colo. Const. art. V, §4 ("No person shall be a
representative or senator ... who shall not be a citizen of the United States."
(emphases added)). Similarly, as a subset of human "persons," only "citizens" are
qualified to vote in elections, Colo. Const. art. VII, § 1, or serve as jurors,
§ 13-71-105(1), C.R.S. (2025) (stating that "[a]ny person who is a United States
citizen" and who meets certain residency requirements shall be qualified to serve
as a juror (emphases added)). All of these examples demonstrate that the
legislature does not use "person" and "citizen" interchangeably; moreover, these
terms do not apply to corporations unless expressly so defined.

162 Still, according to the majority, adopting the division's definition of
"citizen" would create absurd results. Maj. op. 11 25, 29, 34. Not so. A "harsh or
unfair" result is not enough to "render a literal interpretation absurd"; rather, we
only disregard the otherwise unambiguous language when the result "'shock[s]

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the general moral or common sense."" Smith v. Exec. Custom Homes, Inc., 230 P.3d
1186, 1191 (Colo. 2010) (quoting Crooks v. Harrelson, 282 U.S. 55, 60 (1930)); see also
Antonin Scalia & Bryan A. Garner, Reading Law: The Interpretation of Legal Texts 237
(2012) ("The absurdity must consist of a disposition that no reasonable person
could intend."). In other words, an absurd result is one for which there is no
rational basis. That is not the case here.

163 Here, it is not absurd to exclude corporations from section 24-6-402(9)
because the General Assembly could rationally intend for the COML to empower
only individual human beings to bring suit, acquire injunctive relief, and garner
attorney fees. After all, the purpose of the COML is to ensure that members of the
public, i.e., the individual human citizens who make up the People of Colorado,
are apprised of governmental decision-making. See § 24-6-401, C.R.S. (2025) ("It
is ... the policy of this state that the formation of public policy is public
business .... "). In short, reading section 24-6-402(9) to exclude corporations is not
absurd.

# III. Conclusion

164 Although granting corporations the right to sue and obtain fee awards
under the COML may be reasonable policy, that is a choice for the legislature, not
this court. As currently drafted, section 24-6-402(9) uses the terms "person" and
"citizen" -neither of which is expressly defined (or otherwise commonly

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understood) to include corporations. We must assume the General Assembly's
choice was intentional. Because the term "citizen" in section 24-6-402(9)(b) cannot
be read to allow corporations to obtain attorney fees awards, I respectfully dissent.