{¶ 54} Although I concur in the sustaining of the second assignment of error on the basis of collateral estoppel, the reversal of the trial court's judgment and the remand for determination of the breach of contract claims, I cannot concur in the discussion in the opinion concerning the "governing authority" of the CALA. Although the Court of Claims found that the "governing authority" is Elijah Scott and David Smith because they are so named in the contract, this is not possible because, as pointed out in the majority opinion, R.C.3314.03(A)(1) required that "the school shall be established as a nonprofit corporation established under Chapter 1702 of the Revised Code." At the time in question, R.C. Chapter 1702 provided that a nonprofit corporation be governed by a Board of Trustees elected by the member or members of the nonprofit corporation. Thus, the individuals *Page 612 Elijah Scott and David Smith could not qualify as the governing authority of the school because they are not and cannot be a nonprofit corporation.
{¶ 55} As also indicated in the majority opinion, AU-Special is a corporation not for profit and its three incorporators serve as its board of trustees until the first meeting called to elect trustees. Whether or not that meeting has been held and whether trustees were elected and, if so, the names of the trustees are not apparent. However, AU-Special is the only nonprofit corporation in the record. The relationship between CALA and AU-Special is not clear, but the evidence does indicate that AU-Special operated CALA. Whether or not CALA was a trade or business name (dba) of AU-Special is also not clear. In short, the record is unclear as to the official identity if the "governing authority" of CALA, except that it could not have been the individuals Elijah Scott and David Smith. However, in light of our determination that the state is estopped from denying that the appellants have standing, it is now for the courts to untangle the confusing situation that has been created by the parties. *Page 613