Legal Question in Business Law in Minnesota

I'm a condo owner and I would like to get a copy of the contract between my association and the management company that manages the complex. The operations manager for the management company, for some unknown reason, doesn't want me (or presumably any other association member) to have a copy of that contract. The association president (mistakenly, in my opinion) feels that she is bound to honor that wish and has refused to acknowledge whether or not the association even has a copy of the contract. The manager has offered to let me examine the contract at the management company's office, but without being allowed to make a copy of it.

On a practical level, I don't really think that there's anything in the contract that will be any great revelation, but the fact that it is eight pages long and that they don't want me to have a copy of it makes me curious. On a broader level, I want to establish the premise that any document that is available to the board, other than information which is prohibited by statute from being made public, should be available to any member. The basis for this premise is set forth in the Minnesota Common Interest Community Act (Chapter 515B in Minnesota Statutes), specifically in M.S. 515B.3-118, where it states that �contracts, leases and other agreements to which the association is a party ... shall be made reasonably available for examination by any unit owner�.

Although the statute doesn't specifically confer the right to make copies of those documents, I think that most reasonable people, and indeed most courts, would probably conclude that legislative intent was that a unit owner should have that right. But since the statute isn't crystal clear on this point, conflicts obviously do occur.

Another law that could possibly apply here is the Minnesota Nonprofit Corporation Act (Chapter 317A in Minnesota Statutes), specifically M.S. 317A.461 where, in Subd. 2, it refers to a member's right to �inspect� documents, using much the same language as is used in 515B. The difference is that in 317A, the presumption that the right to �inspect� includes the right to make copies is made clear by Subd. 5, which addresses fees to cover the cost of making copies, and by Subd. 7, which addresses injunctive relief for members �denied access to or copies of documents under this section�. In my particular case though, the provisions of 317A may not apply directly since the phrase �documents under this section� refers to a specific set of documents listed in Subd. 1 and Subd. 3 where contracts are not specifically mentioned. It does however, appear to establish the presumption that the right to inspect documents includes the right to make copies.

You can see the �catch-22� here, 515B specifies �contracts� but doesn't mention �copies�, while 317A specifically refers to �copies� but excludes any mention of �contracts�. As I stated above, the management company has agreed to let me examine the contract at their office (a 40-mile round trip), but will not let me make a copy of it. I could argue that having to make a 40-mile round trip every time I wanted to refer to a contract that specifies terms by which I am (however indirectly) bound, doesn't meet the statutory standard of �reasonably available�, but I really don't have a good idea what the likelihood of prevailing with that argument is. What I'm really looking for is an argument that is so compelling that the management company will just concede the error of their ways, and give me a copy. Has this issue ever been litigated in the past? If there is a reasonable chance that I'll be able to prevail, what's the best (least expensive for both myself and the association) way to get this issue in front of a court?

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