IPIB AO 2019-06
IPIB AO 2019-06
DATE: October 17, 2019
SUBJECT: When a property transaction is “complete” pursuant to Iowa Code § 21.5(1)(j).
Megan Valley, Reporter
500 E. Third Street
Davenport, Iowa 52801
Dear Ms. Valley:
This opinion is in response to your filing of October 3, 2019, requesting an opinion from the Iowa Public Information Board (IPIB) pursuant to Iowa Code § 21.5(1)(j), and rule 497—1.
We note at the outset that IPIB’s jurisdiction is limited to the application of Iowa Code chapters 21, 22, and 23, and rules in Iowa Administrative Code chapter 497. Advice in a Board opinion, if followed, constitutes a defense to a subsequent complaint based on the same facts and circumstances.
You requested an advisory opinion regarding an interpretation of the word “complete” when determining when a government body has an obligation to release records from a closed meeting to discuss a possible purchase or sale of real estate under Chapters 21 and 22.
QUESTION: When is a property transaction “complete” enough that minutes and audio should be made public? Is it after the sales offer is approved by the government entity, or after the property is closed on?
Iowa Code § 21.5(1)(j) allows a government body to hold a closed session to discuss the possible sale or purchase of real estate. The minutes and audio of that closed session are public records once the transaction has been completed.
Iowa Code Chapter 21, Iowa Code Chapter 22, and Iowa Administrative Code 497 do not define when a real estate transaction is completed.
Iowa Code § 21.5 permits governmental bodies to hold closed sessions if they have affirmative public vote of two-thirds of the members or all the members present. One reason Iowa Code § 21.5 permits closed sessions involves the discussion of potential real estate sales or purchases. Specifically, the language of Iowa Code § 21.5(1)(j) says:
“To discuss the purchase or sale of particular real estate only where premature disclosure could be reasonably expected to increase the price the governmental body would have to pay for that property or reduce the price the governmental body would receive for that property. The minutes and the audio recording of a session closed under this paragraph shall be available for public examination when the transaction discussed is completed.”
When a government body knows that it will not sell or purchase real estate property in the future, a potential real estate transaction has been “completed.” When a governmental body has contracted to purchase or sell real estate, the transaction is complete when purchase funds have exchanged, the parties have signed and notarized a transfer deed, and filed that deed with the County Recorder. Until that time, the buyer in a contract has no legal right to occupy the premises absent a lease. Therefore, a governmental body does not have to release previous records of a closed session under Iowa Code § 21.5(1)(j) until all terms of the purchase or sale have been finalized or perfected.
The IPIB does not enter this or any advisory opinion to determine whether a government or governmental body violated Iowa Code chapter 21 or 22. The purpose of an advisory opinion is to provide guidance on future actions of such bodies.
BY DIRECTION AND VOTE OF THE BOARD.
Renee Twedt, Chair
Prepared by: Amanda T. Adams
Issued on: ________________________
Pursuant to Iowa Administrative Rule 497-1.3(3), a person who has received a board opinion may, within 30 days after the issuance of the opinion, request modification or reconsideration of the opinion. A request for modification or reconsideration shall be deemed denied unless the board acts upon the request within 60 days of receipt of the request. The IPIB may take up modification or reconsideration of an advisory opinion on its own motion within 30 days after the issuance of an opinion.
Pursuant to Iowa Administrative Rule 497-1.3(5), a person who has received a board opinion or advice may petition for a declaratory order pursuant to Iowa Code section 17A.9. The IPIB may refuse to issue a declaratory order to a person who has previously received a board opinion on the same question, unless the requestor demonstrates a significant change in circumstances from those in the board opinion.