Corporate Media as “Citizens” Under Colorado’s Open Meetings Law: A Commentary on Sentinel Colorado v. Rodriguez

Corporate Media as “Citizens” Under Colorado’s Open Meetings Law: A Commentary on Sentinel Colorado v. Rodriguez

I. Introduction

The Colorado Supreme Court’s decision in The Sentinel Colorado v. Rodriguez, 577 P.3d 48 (Colo. 2025), is a major transparency and statutory-interpretation case at the intersection of open government, media rights, and attorney-client privilege. The Court addresses two questions that had not previously been resolved at the state’s highest level:

  • Whether a corporate media outlet qualifies as a “citizen” entitled to mandatory attorney-fee awards under the Colorado Open Meetings Law (COML), § 24‑6‑402(9)(b), C.R.S. (2025); and
  • Whether a city council waives the attorney-client privilege for an improperly noticed executive session by later releasing a public letter that describes, in general factual terms, what it decided in that session.

The case arose from the Aurora City Council’s executive session concerning the proposed censure of Councilmember Danielle Jurinsky following her public comments about senior police officials. The Sentinel Colorado, a newspaper owned and operated in Aurora and organized as a nonprofit corporation, sought access to the recording and minutes of the closed meeting, alleging violations of COML’s strict requirements for convening and conducting executive sessions.

A district court found a COML violation but ultimately refused to order release of the recording. The court of appeals largely sided with The Sentinel on the open-meetings issues, held that the Council had waived attorney-client privilege by disclosing a detailed letter from special counsel, but concluded that The Sentinel, as a corporation, was not a “citizen” and therefore could not recover attorney fees.

On certiorari, the Colorado Supreme Court:

  • Held that “citizen” in COML § 24‑6‑402(9)(b) includes corporations, so that corporate media organizations may obtain statutory attorney fees if they prevail; and
  • Rejected the court of appeals’ privilege-waiver ruling, concluding that the public letter disclosed only unprivileged facts and not the substance of privileged attorney-client communications, so the attorney-client privilege was not waived.

The majority’s approach strongly favors broad enforcement of open-meetings rights and removes a potentially serious financial disincentive for media organizations and other entities to litigate COML violations. At the same time, the Court reinforces a robust conception of attorney-client privilege in the executive-session context.

Chief Justice Márquez dissented, warning that the majority’s reading of “citizen” and “person” departs from their ordinary meaning and from the statutory structure of the Sunshine Act, and effectively expands COML protections to corporations without clear legislative authorization.

II. Factual Background and Procedural History

A. The dispute over the Aurora City Council’s executive session

In January 2022, The Sentinel reported that Aurora City Councilmember Danielle Jurinsky had appeared on a talk radio show and called the Aurora Police Department chief and deputy chief “trash,” urging their removal. Another councilmember then initiated censure proceedings against Jurinsky for allegedly violating Council rules.

On March 14, 2022, the Council went into executive session. The public agenda listed several closed-session topics with statutory citations:

  • “Negotiations” – § 24‑6‑402(4)(e);
  • “Personnel Matters” – § 24‑6‑402(4)(f);
  • Two blocks of “Legal Advice” – § 24‑6‑402(4)(b).

The agenda, however, did not describe the specific legal issues or censure-related business that would be discussed. The executive session was recorded, as COML requires.

On March 18, a Sentinel reporter requested the executive-session recording under COML/CORA. City Clerk and records custodian Kadee Rodriguez denied access, invoking attorney-client privilege and COML’s executive-session protections.

B. The Sentinel’s COML application and district court’s initial ruling

The Sentinel filed an application in district court seeking:

  • the recording and minutes of the March 14 executive session; and
  • an in camera judicial review to determine whether any portion should be disclosed.

The Sentinel alleged that:

  • the Council had not properly described the subject of the legal-advice executive session “in as much detail as possible” as required by § 24‑6‑402(4); and
  • the Council had taken “formal action” in the executive session by taking a roll-call vote to terminate the censure investigation and direct special counsel to enter into a stipulation with Jurinsky, in violation of the COML prohibition on adopting formal action in executive session.

The district court conducted an in camera review of the recording. In July 2022 it found:

  1. The executive session’s subject was “to receive information from legal counsel on the process to be followed in addressing a censure complaint.”
  2. The Council did not “vote” in the sense of formally ending the censure action, but it did conduct a roll call to determine “what direction to give to legal counsel on how to proceed.”
  3. The public announcement of the executive session did not comply with COML’s notice requirements.

The court concluded that the Council had violated COML and ordered release of the recording. It stayed that order to allow the City to argue privilege.

C. The March 28 open meeting and the special counsel letter

Meanwhile, on March 28, the Council held a regular open meeting. The agenda listed “Motion to Approve the Stipulation and a Request for Payment of Attorney Fees” and included a packet with:

  • A “Council Agenda Commentary” noting that special counsel representing the City had reached an agreement (a stipulation) to resolve the censure issue, with the stipulation included in the packet; and
  • A letter from special counsel to the Council summarizing:
    • the charges against Jurinsky;
    • the appointment of special counsel;
    • that at the March 14 meeting the Council had directed special counsel to enter a stipulation; and
    • the basic terms of the stipulation.

The City later argued that publication of this material in the open-meeting packet “cured” any COML violation and did not waive privilege. The Sentinel argued that the material proved both a COML violation (formal action in executive session) and a waiver of privilege.

D. Motion for reconsideration and district court’s second order

On reconsideration, the district court reversed itself on disclosure. It held that:

  • The Council’s later public meeting and materials sufficiently notified the public of what had occurred, thereby curing any COML deficiency; and
  • Because of this cure, the executive-session recording would not be released.

The court did not resolve the privilege issue on the merits; it relied instead on the “cure” doctrine.

E. Court of appeals decision

The Sentinel appealed. It argued:

  • The Council had taken forbidden “formal action” in executive session by roll call directing special counsel to end the investigation and enter a stipulation;
  • The Council had waived attorney-client privilege by publishing the special counsel letter, which allegedly described “everything that occurred” in the executive session; and
  • The COML violation could not be cured in the manner the district court suggested.

The Sentinel also requested attorney fees as the prevailing “citizen” under § 24‑6‑402(9)(b).

The court of appeals (2023 COA 118, 544 P.3d 1278) held:

  • COML violation: The Council’s roll call to direct counsel to end the investigation and stipulate constituted prohibited “formal action” in executive session.
  • No cure: The cure doctrine applies only in cases where a party seeks to invalidate an action; it did not erase the violations here.
  • Privilege waived: The Council waived attorney-client privilege for the entire executive session because the publicly released special counsel letter “describe[d] everything that occurred” in the session.
  • No fees: The Sentinel was not a “citizen” under § 24‑6‑402(9)(b) because “citizen,” using a Merriam-Webster definition, referred to a natural person who owes allegiance to a government and receives its protection. Corporations do not fit this meaning.

F. Issues before the Colorado Supreme Court

The Supreme Court granted certiorari on:

  1. Whether The Sentinel (a corporate media entity) is a “citizen” for purposes of the fee-shifting provision in § 24‑6‑402(9)(b); and
  2. Whether the court of appeals erred in finding waiver of the attorney-client privilege based on the public agenda packet and letter.

The existence of a COML violation (at least as to improper notice of the executive session) was conceded and not at issue. The validity of the “cure” ruling was likewise not before the Court.

III. Summary of the Supreme Court’s Opinion

Justice Hart, writing for the majority, held:

  1. Corporations qualify as “citizens” entitled to fees under COML § 24‑6‑402(9)(b).
    • “Citizen” and “person” are used interchangeably in COML’s remedial subsection § 24‑6‑402(9).
    • “Person” draws meaning from the Sunshine Law’s lobbyist-regulation definition, which includes corporations.
    • Reading “citizen” to exclude corporations would create illogical and even absurd results in light of COML’s structure and purpose.
    • Therefore, corporate entities (including media corporations) may be awarded attorney fees if they prevail in COML actions.
  2. No waiver of attorney-client privilege occurred.
    • Attorney-client privilege protects confidential communications, not the underlying facts.
    • The special counsel’s letter disclosed only unprivileged factual information (charges, procedures, fact of the meeting, and the stipulation’s terms), not the substance of privileged communications (legal advice, recommendations, or the content of discussions).
    • Disclosing factual matters does not waive the privilege; hence the attorney-client privilege remained intact.
    • Guy v. Whitsitt, 2020 COA 93, does not require disclosure of privileged communications when an executive session is improperly noticed.

The Court therefore reversed the court of appeals on both certified issues and remanded for further proceedings. The Sentinel may seek attorney fees as a “citizen” if it ultimately qualifies as a “prevailing” party, and the executive-session recording remains protected by privilege except to the extent COML independently mandates disclosure of any non-privileged portions.

Chief Justice Márquez dissented. She would have held that:

  • The plain and ordinary meanings of “person” and “citizen” exclude corporations.
  • Because The Sentinel is not a “person,” it lacked standing under § 24‑6‑402(9)(a), so the Court should have dismissed its COML challenge and not reached the privilege issue.
  • The majority’s interpretation effectively rewrites the statute and improperly relies on federal diversity concepts and thin legislative history.

IV. Analysis

A. The Fee-Shifting Question: Who Is a “Citizen” Under COML § 24‑6‑402(9)(b)?

1. Statutory framework of COML § 24‑6‑402(9)

COML § 24‑6‑402(9) governs standing, injunctive relief, and fee-shifting:

  • Subsection (9)(a): Standing – “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….”
  • Subsection (9)(b): Enforcement and fees – “The courts of record of this state shall have jurisdiction to issue injunctions…upon application by any citizen of this state. In any action in which the court finds a violation…, the court shall award the citizen prevailing in such action costs and reasonable attorney fees.”

Thus, the statute distinguishes between:

  • who can sue (any “person” with standing);
  • who can obtain injunctive relief (any “citizen”); and
  • who can receive attorney fees (the prevailing “citizen”).

Neither “person” nor “citizen” is defined within COML itself. The interpretive dispute in Sentinel thus centers on whether:

  • “person” and “citizen” are interchangeable labels for the plaintiff, encompassing corporate entities; or
  • they are distinct categories, with “citizen” limited to natural persons and “person” possibly likewise limited (per the dissent) unless specifically defined otherwise in COML.

2. Majority’s reasoning: “Citizen” includes corporations

The majority’s statutory interpretation rests on several pillars:

a. Reading COML as a whole and avoiding absurd results

The Court applies its usual interpretive principles:

  • Look first to the plain and ordinary meaning of statutory text, but read words in context and harmonize all provisions. (McCoy v. People; Ikeler; T.B.)
  • Open-meetings statutes are construed broadly and “in the manner most favorable to the public.” (Cole v. State, 673 P.2d 345; Bagby v. School Dist. No. 1, 528 P.2d 1299.)
  • Avoid interpretations that yield “illogical or absurd” results. (Frazier v. People, 90 P.3d 807.)

From this vantage, the Court reasons:

  • Subsection (9)(a) broadly grants standing to any “person.”
  • Subsection (9)(b) grants jurisdiction to issue injunctions on application of any “citizen” and mandates fee awards to the “citizen prevailing.”

If “citizen” were read narrowly to exclude corporations, anomalies follow:

  • A “person” (including a corporation) could have standing to challenge COML violations, yet be unable to obtain injunctive relief under (9)(b) despite having suffered injury in fact.
  • Entities with standing to enforce COML would be barred from recovering fees even when the legislature expressly created a fee-shifting mechanism to incentivize enforcement.
  • Media organizations—often the only actors with both incentive and capacity to bring COML claims—would bear unrecoverable litigation costs despite vindicating public rights.

The majority finds these consequences “illogical and even absurd,” especially given COML’s remedial purpose and its command that open-meetings laws be interpreted in favor of public access.

b. Cross-reference to “person” in the Sunshine Act

The COML is part of the broader Colorado Sunshine Law. In that law’s Part 3, governing lobbyist regulation, the legislature expressly defines “person” to include organizations and corporate forms:

“‘Person’ means an individual, limited liability company, partnership, committee, association, corporation, or any other organization or group of persons.” § 24‑6‑301(4).

Although that definition is technically limited to Part 3, the Court presumes—absent contrary indications—that the legislature uses the same word consistently within related portions of a statutory scheme (Castillo v. People; Montezuma Valley Irrigation Co.). This supports reading “person” in COML’s Part 4 as including corporations.

Once “person” is so understood, the majority views the “person/citizen” distinction within § 24‑6‑402(9) as largely stylistic rather than substantive. The subsections both describe the same universe of would-be plaintiffs: any party with standing to challenge a COML violation (a “person”) is also a “citizen” for purposes of seeking injunctions and recouping fees. In this view, “citizen” is a shorthand label for whoever brings the action—not a narrower class.

c. Historical acceptance of corporate COML plaintiffs

The majority notes that multiple court of appeals decisions have entertained COML suits brought by corporations and newspapers without suggesting they were ineligible for COML remedies:

  • Prairie Mountain Publ’g Co. v. Regents of Univ. of Colo., 2021 COA 26, 491 P.3d 472;
  • Arkansas Valley Publ’g Co. v. Lake Cnty. Bd. of Cnty. Comm’rs, 2015 COA 100, 369 P.3d 725;
  • Wisdom Works Counseling Servs., P.C. v. Dep’t of Corr., 2015 COA 118, 360 P.3d 262;
  • Zubeck v. El Paso Cnty. Ret. Plan, 961 P.2d 597 (Colo. App. 1998).

While none resolved the specific fee-shifting question, they illustrate a consistent understanding that corporate entities, including newspapers, are proper COML plaintiffs.

d. Legislative history and the fee-shifting purpose

The majority looks to legislative history surrounding the 1991 amendments that added the fee-shifting clause. In a Senate hearing, a legislator described the fee provision as designed to:

  • “open up the doors to the courthouse” for those seeking to deter COML violations; and
  • compensate them for the costs of doing so, noting that “quite often, it is … the press [who] does take a lead” in COML enforcement.

While the statement does not expressly address corporate versus individual plaintiffs, it confirms that the legislature was acutely aware that press entities would be active COML litigants and that the fee provision was meant to support enforcement efforts.

e. Usage of “citizen” in other legal contexts

The Court observes that in federal diversity-jurisdiction law, corporations are regularly described as having “citizenship” for purposes of domicile and diversity analysis (Nelson v. Encompass PAHS Rehab. Hosp., LLC, 2023 CO 1). While acknowledging the different statutory context, the majority invokes this usage to refute the notion that “citizen” is inherently restricted to natural persons in legal discourse.

f. Holding on fees

Synthesizing these points, the Court holds that:

Because we hold that subsection (9)(b) includes corporations in its use of the word “citizen,” we … conclude that corporations, like The Sentinel, are entitled to attorney fees under the COML when they are prevailing parties in litigation pursuant to that law. (¶ 34)

Accordingly, The Sentinel may seek attorney fees under COML if it is ultimately deemed a prevailing party, without the Court needing to reach its alternative CORA-based fee argument.

3. The dissent’s contrary view: “Citizen” and “person” exclude corporations

Chief Justice Márquez’s dissent takes a sharply textualist and structure-based approach. Two central points:

a. Statutory history shows deliberate use of different terms

The dissent reconstructs the evolution of the Sunshine Act and COML:

  • In the original Sunshine Act (1973), Part 2 used “person” to refer to officeholders (governor, secretary of state, judge, etc.) and listed “corporation,” “firm,” “partnership,” and “other business enterprise” separately where businesses were meant. (§ 24‑6‑202.)
  • In Part 3 (lobbyist regulation), the legislature defined “person” to include corporations, but expressly limited that definition to that Part. (§ 24‑6‑301(4).)
  • In Part 4 (COML), the legislature originally used “citizen” in what is now § 24‑6‑402(9)(b) to describe who could seek injunctive relief, and it used the same term again in 1991 when adding the fee-shifting clause for prevailing “citizens.”
  • Only in 2014 did the legislature insert “person” into COML’s standing subsection (9)(a), leaving the “citizen” language in (9)(b) untouched.

This history, in Chief Justice Márquez’s view, shows that:

  • The General Assembly knew how to define “person” to include corporations when it wished to (as in § 24‑6‑301(4)), and it chose not to do so for COML.
  • Use of different terms (“person” in (9)(a), “citizen” in (9)(b)) within the same subsection indicates intentional, not interchangeable, usage. (Colorado Med. Bd. v. Office of Admin. Cts., 2014 CO 51.)
b. Plain meaning: “person” and “citizen” = human beings

Because COML does not define “person” or “citizen,” the dissent turns to ordinary-meaning dictionaries:

  • “Person”: a human being or individual (Black’s Law Dictionary; Merriam-Webster).
  • “Citizen”: a native or naturalized person who owes allegiance to a government and is entitled to its protection (Black’s; Merriam-Webster).

Under these definitions:

  • Corporations are not “persons” in the ordinary sense absent an express statutory definition to the contrary; and
  • “Citizens” are a subset of persons—natural human beings, not artificial entities.

The dissent emphasizes that Colorado law repeatedly uses “person” and “citizen” in this human-centered way (e.g., constitutional qualifications for voters and officeholders; juror eligibility), reinforcing that “citizen” is not commonly used to include corporations in state law.

c. Standing and the consequence: dismissal

The dissent goes further than the court of appeals: if “person” in § 24‑6‑402(9)(a) is limited to human beings, then The Sentinel as a corporation lacks standing altogether to bring a COML claim. On this view, the Court should:

  • Dismiss The Sentinel’s COML action for lack of standing; and
  • Not reach the attorney-client privilege issue at all.
d. Rejecting the “absurdity” argument

Chief Justice Márquez rebuts the majority’s concern about “absurd results”:

  • A result is not “absurd” merely because it is “harsh or unfair”; it must be one that “no reasonable person could intend” and that “shocks the general moral or common sense.” (Smith v. Executive Custom Homes, Inc.; Scalia & Garner, Reading Law.)
  • It is entirely rational, she contends, for the legislature to empower only individual citizens—not corporations—to sue, obtain injunctions, and receive fee awards under COML, since the statute’s policy is to allow “members of the public” (i.e., people) to monitor government decision-making.

In the dissent’s view, the majority is effectively making a policy judgment that corporations should be able to obtain fees and then reinterpreting the statute to match that policy, something properly reserved for the legislature.

4. Practical impact of the fee-shifting holding

The majority’s interpretation has significant consequences:

  • Media organizations and nonprofits – Newspapers, broadcasters, nonprofit watchdogs, and other corporate entities now clearly qualify as “citizens” for fee-shifting. This reduces financial barriers to COML enforcement and may encourage more litigation to police executive-session abuses and notice defects.
  • Risk calculus for local governments – Municipalities and special districts face greater exposure to mandatory fee awards when they violate COML, particularly where corporate plaintiffs (with counsel experienced in open-government litigation) bring suit.
  • Alignment with practice – The decision harmonizes doctrine with longstanding practice in which corporate media frequently litigate COML issues and are recognized as key institutional enforcers of transparency norms.
  • Litigation strategy – Plaintiffs will likely plead COML claims with confidence that corporate status will not bar fee recovery, and may invoke the Court’s reasoning to argue that other remedial terms in transparency statutes should likewise be construed broadly.

In short, Sentinel gives clear, precedential confirmation that corporations count as “citizens” for COML fee purposes, resolving an interpretive question that had been answered differently by the court of appeals and forcefully contested by the dissent.

B. Attorney-Client Privilege and Executive Sessions

1. COML’s executive-session structure

COML permits public bodies to meet in closed executive session in limited circumstances, including when:

  • They seek to confer with an attorney “for the purposes of receiving legal advice on specific legal questions.” § 24‑6‑402(4)(b).

However, to convene a lawful executive session under § 24‑6‑402(4), a local public body must:

  1. Include a specific citation to the applicable paragraph (e.g., “(4)(b)”).
  2. Identify the topic of discussion “in as much detail as possible without compromising” the session’s authorized purpose.
  3. Obtain a two-thirds vote of a quorum in favor of entering executive session.
  4. Not adopt “any proposed policy, position, resolution, rule, regulation, or formal action.”

Additionally, § 24‑6‑402(2)(d.5)(II) requires that executive sessions be electronically recorded and that the recording be retained unless the discussion is protected by the attorney-client privilege. Any person may apply for access to the record. If a court finds the body discussed non-enumerated matters or adopted formal action in executive session, the court must open the relevant portion of the record to public inspection.

In Sentinel, it was undisputed that:

  • The Council failed to describe the topic of legal advice with sufficient detail (a COML violation); and
  • The core controversy concerned whether executive-session communications remained privileged, or whether that privilege was waived.

2. Colorado’s attorney-client privilege doctrine

The Court canvasses established Colorado privilege law:

  • Jordan v. Terumo BCT, Inc., 2024 CO 38, 550 P.3d 628: privilege protects matters communicated in the course of seeking legal advice regarding rights or obligations.
  • Gordon v. Boyles, 9 P.3d 1106 (Colo. 2000): privilege shields communications, not underlying facts. A client cannot cloak facts in privilege merely because they were communicated to counsel.
  • People v. Trujillo, 144 P.3d 539 (Colo. 2006): privilege is waived by disclosing privileged communications to third parties; the burden to prove waiver rests on the party challenging the privilege (Wesp v. Everson, 33 P.3d 191 (Colo. 2001)).

From these precedents, the Court draws a key distinction:

  • Privileged content: confidential communications between attorney and client that reveal legal advice, strategy, or mental impressions.
  • Non-privileged facts: the existence of a communication, the identity of the lawyer, the subject matter in general terms, factual background, and actions taken by the client (e.g., entering into an agreement).

Disclosure of privileged content may waive privilege; disclosure of facts does not.

3. Application to the special counsel’s letter and agenda packet

The court of appeals found a global waiver of privilege because the special counsel letter “describe[d] everything that occurred” in the executive session. The Supreme Court found this characterization “inaccurate.”

The letter recounted only:

  • What charges had been lodged against Jurinsky;
  • The procedural steps taken (notices, appointment of special counsel);
  • The fact that the March 14 executive session occurred and that the Council directed special counsel to enter a stipulation; and
  • The terms of the stipulation itself.

Critically, the letter did not reveal:

  • Any legal advice given by special counsel;
  • Counsel’s recommendations;
  • The substantive content of the discussions or deliberations in the executive session; or
  • Confidential mental impressions or legal theories.

Those omissions matter. The Court holds that these are “factual assertions, not privileged communications” (¶ 39). Publishing the letter, therefore, did not disclose privileged communications and could not constitute a waiver.

4. Relationship to Guy v. Whitsitt and improperly noticed sessions

The Sentinel argued that Guy v. Whitsitt, 2020 COA 93, compels disclosure of executive-session records—including privileged communications—when a session is improperly noticed. In Guy:

  • A town council failed to provide adequate detail in its executive-session notice.
  • The court of appeals concluded that the council had violated COML’s notice provisions and that the requester was “entitled to the recordings and minutes” of the improperly noticed matters.

The Supreme Court in Sentinel distinguishes Guy:

  • Guy addressed notice requirements and the remedy of disclosing records but did not address the status of attorney-client privilege.
  • The Guy division explicitly recognized that privilege is not waived merely by describing “the fact of the communication, the identity of the attorney, the subject discussed, and details of the meetings,” citing Roberts v. Legacy Meridian Park Hospital, Inc., 97 F. Supp. 3d 1245 (D. Or. 2015).

The Supreme Court thus interprets Guy as consistent with preserving privilege: even where the executive session is deemed “open to the public” because of improper notice, only non-privileged factual content must be produced; privileged communications remain protected unless separately waived.

5. Result: privilege preserved

On this record, The Sentinel failed to meet its burden to show:

  • that the special counsel letter contained privileged communications; or
  • that any privileged communications were disclosed to third parties.

Therefore, the Council did not waive its attorney-client privilege. The Supreme Court reverses the court of appeals’ contrary holding and confirms that:

  • A COML violation (e.g., defective notice) does not, by itself, automatically strip communications of attorney-client privilege.
  • Privilege continues to protect the substance of confidential attorney-client discussions in executive sessions unless specifically waived through disclosure of privileged content.

C. Precedents and Doctrinal Anchors

Several existing doctrines shape the Court’s analysis:

  • Statutory interpretation – Cases like McCoy v. People, Ikeler, T.B., Fisher, Elder, and Frazier establish the tools: plain meaning, context, harmonization, and avoidance of absurd results. COML-specific cases (Cole, Bagby) add the rule of broad construction in favor of openness.
  • Definition borrowing – Castillo and Montezuma Valley support using definitions from related parts of the same statutory scheme (here, “person” in § 24‑6‑301(4)) to illuminate terms absent a contrary indication.
  • Attorney-client privilege and waiver – Jordan, Gordon, Trujillo, and Wesp articulate the communications/facts divide and the rule that waiver requires disclosure of confidential communications to third parties, which Sentinel faithfully applies.
  • Open-meetings enforcement practice – The Court’s citation to cases like Prairie Mountain, Arkansas Valley, Wisdom Works, and Zubeck provides background on COML litigation by corporate entities and underscores that the Court’s holding aligns with long-running practice.

D. Policy and Doctrinal Implications

1. Strengthening COML enforcement by institutional plaintiffs

By recognizing corporate media (and, by implication, other corporate or organizational entities) as “citizens” eligible for fee awards:

  • The Court significantly lowers the financial risk for institutional COML plaintiffs.
  • Press organizations, civic groups, and nonprofits can more realistically undertake COML test cases knowing that, if they prevail, their reasonable attorney fees must be paid by the violating public body.
  • Individual citizens with limited resources still retain their rights, but institutional actors are no longer penalized for their corporate form.

2. Incentive effects on local government behavior

Local governments and special districts now face:

  • Higher expected costs from COML violations, since well-resourced institutional plaintiffs can litigate and shift fees.
  • Greater pressure to:
    • draft detailed but privilege-preserving executive-session notices;
    • avoid taking “formal action” in closed sessions; and
    • ensure executive sessions strictly confine themselves to authorized topics.

At the same time, the reaffirmation of robust attorney-client privilege may reassure public bodies that they can candidly seek legal advice in executive session, provided they meet COML’s procedure and notice requirements and avoid mixing privileged advice with non-authorized policy-making.

3. A nuanced balance between openness and confidentiality

Sentinel emphasizes that:

  • COML is to be construed broadly in favor of transparency; but
  • That pro-disclosure policy does not override the attorney-client privilege absent clear waiver.

In effect, the Court draws the balance as follows:

  • Open-meetings rules are strong and broadly construed: faulty notice, unauthorized topics, or formal action in executive session can trigger disclosure and remedial orders.
  • Privilege is also strong but narrow: only confidential communications (not facts) are protected, and they remain protected unless those communications, not just their subject or factual context, are disclosed.

4. Methodological divide on statutory interpretation

The majority and dissent reveal a deeper methodological dispute:

  • The majority is comfortable moving beyond dictionaries where a strict reading appears to contradict statutory structure, context, remedial purpose, and long-standing practice, and it is willing to use legislative history and policy consequences to confirm its interpretation.
  • The dissent emphasizes:
    • plain meaning derived from general-purpose legal and language dictionaries;
    • the significance of the legislature’s choice to use different terms in a single subsection;
    • limited use of legislative history (especially from unidentified speakers); and
    • aversion to stretching “absurd result” reasoning to correct what the Court sees as underinclusive policy choices.

Future Colorado statutory-interpretation disputes—particularly ones involving undefined terms and remedial statutes—are likely to cite Sentinel on both sides of this methodological debate.

E. Relationship to CORA and Other Transparency Statutes

The Sentinel had argued in the alternative that:

  • the executive-session recording is a “public record” under the Colorado Open Records Act (CORA), and
  • it is a “person” under CORA’s fee provisions, which explicitly include “corporation” in the definition of “person.” § 24‑72‑202(3), C.R.S.

Because the Court found The Sentinel to be a “citizen” under COML’s fee-shifting clause, it did not address this alternative basis for fees. Nonetheless, Sentinel may still influence CORA and other transparency statutes in two ways:

  • Consistency in definitions – Courts may be more willing to harmonize terms like “person” and “citizen” across related transparency statutes, especially where broad enforcement is central to legislative policy.
  • Privilege overlay – The reaffirmation that attorney-client privilege protects executive-session communications and is not easily waived will carry over to CORA disputes involving privileged records of public bodies.

V. Simplifying Key Legal Concepts

1. “Standing” and “Person” under COML

“Standing” means the legal right to bring a lawsuit. Under § 24‑6‑402(9)(a):

  • Any “person” who is denied, or threatened with denial of, COML rights is automatically deemed to have suffered an “injury in fact” and has standing to sue.
  • The majority reads “person” to include corporations by reference to related Sunshine Act definitions; the dissent reads “person” to mean only human beings absent a specific COML definition.

2. “Citizen” in the fee-shifting and injunction provision

Section 24‑6‑402(9)(b) allows:

  • “any citizen of this state” to ask a court for an injunction to enforce COML; and
  • requires courts to award costs and reasonable attorney fees to “the citizen prevailing” whenever a COML violation is found.

In Sentinel, the majority holds that:

  • “Citizen” here is a label for the plaintiff who sues under COML and includes corporate entities; while
  • The dissent would limit “citizen” to natural persons only, excluding corporations from fee awards (and, in her view, from standing as well).

3. Executive sessions and COML compliance

An “executive session” is a closed meeting where a public body can lawfully exclude the public for limited purposes (such as receiving legal advice). To be valid, the body must:

  • give specific statutory citations and topic descriptions on the agenda;
  • vote to go into executive session; and
  • avoid taking final “formal” action in the session.

Improper notice or unauthorized discussion can lead to:

  • a court-ordered release of the relevant portions of the executive-session recording; and
  • potential invalidation of actions taken or injunctive relief against future violations.

4. Attorney-client privilege and waiver

Attorney-client privilege protects:

  • Confidential communications between a lawyer and client made to seek or provide legal advice.

It does not protect:

  • Underlying facts (what the client did, what documents exist, etc.); or
  • The mere fact that a communication occurred or the basic subject line (e.g., “We met with counsel to discuss possible settlement”).

Privilege is “waived” (lost) if:

  • the client voluntarily discloses the substance of a privileged communication to a third party.

In Sentinel, the City’s publication of a letter describing charges, procedure, the fact of the meeting, and the terms of a stipulation did not waive privilege because it did not reveal any legal advice or confidential communications.

5. Fee-shifting

“Fee-shifting” means that the losing party pays the winning party’s attorney fees. COML’s § 24‑6‑402(9)(b) includes a mandatory fee-shifting provision:

  • If a court finds a COML violation, it “shall award” costs and reasonable attorney fees to the prevailing “citizen.”

Under Sentinel:

  • Corporate media and other organizations fall within “citizen” and are eligible for fee awards if they prevail.

VI. Conclusion

Sentinel Colorado v. Rodriguez is a foundational decision for Colorado open-government law. It does two important things:

  1. Clarifies that corporate entities qualify as “citizens” under COML’s fee-shifting provision.
    • The Court harmonizes “person” and “citizen” in § 24‑6‑402(9) and holds that corporations can both bring COML enforcement actions and recover attorney fees when they prevail.
    • By doing so, it aligns statutory text with longstanding enforcement practice and strengthens the financial viability of COML litigation by media organizations and other institutional actors.
  2. Affirms the resilience of the attorney-client privilege in the executive-session context.
    • A defective executive-session notice and subsequent factual disclosure in open session do not, without more, waive the privilege.
    • Only disclosure of privileged communications (not mere facts or summaries of outcomes) can waive the privilege.

The decision thus reinforces both pillars of Colorado’s transparency regime:

  • aggressive enforcement of public access to meetings through broad standing and fee-shifting, including for corporate media “citizens”; and
  • protection of confidential legal advice so that public bodies can obtain counsel without fear that their communications will be automatically exposed whenever COML is violated.

The sharp dissent underscores that the Court’s reading is not inevitable and that the General Assembly remains free to clarify the scope of “person” and “citizen” in COML and related statutes. Unless and until it does, Sentinel will guide Colorado courts in interpreting open-meetings law and balancing the sometimes competing values of transparency and confidentiality.

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