[EDITORS' NOTE: THIS PAGE CONTAINS HEADNOTES. HEADNOTES ARE NOT AN OFFICIAL PRODUCT OF THE COURT, THEREFORE THEY ARE NOT DISPLAYED.] *Page 661 Relator, Kay Kinsley, is seeking a writ of mandamus compelling respondents, the Berea Board of Education and its individual members (the "board"), to make available for inspection pursuant to R.C. 149.43, (1) settlement agreements entered into between the board and thirteen teachers and (2) other documents depicting, among other things, salary schedules and back-pay allowances for each of the thirteen teachers. For the following reasons we allow the writ of mandamus.
On January 12, 1987, the board enacted a resolution which (1) authorized the superintendent, the director of personnel and employee relations and the board's attorneys to enter into agreements with thirteen teachers regarding back pay and placement on the school district salary schedules; (2) authorized the same parties to enter into a settlement agreement with one of the thirteen teachers to resolve issues related to an action filed by the teacher in the Cuyahoga County Court of Common Pleas; and (3) authorized the total payment of $21,050 pursuant to R.C. 121.22. Since January 1987, relator has sought to obtain copies of the agreements between the board and the teachers and copies of documents which would reveal the amount paid to each teacher, the formula used to determine the amount paid, the number of steps each teacher was raised on the salary schedule, the formula used to determine placement on the salary schedule, and any other purpose for which the January 12 resolution funds were used. The board provided a number of documents to relator, but relator claims she cannot discern from them the information sought. The board has not made the settlement agreements available.
On December 2, 1988, relator brought this mandamus action. Respondents filed a motion to dismiss which was converted to a motion for summary judgment in order to consider the attached evidentiary material. Respondents contend the settlement agreements are not subject to disclosure when R.C. 149.43, Ohio's public records law, is read in pari materia with R.C.121.22, Ohio's open meetings law, and are specifically exempted from disclosure as trial preparation records pursuant to R.C.149.43(A)(4). Respondents also argue the board members are not amenable to suit individually because the *Page 662 board acted collectively when it passed the resolution authorizing the settlement agreements. Relator moved for summary judgment, maintaining the requested documents are public records and therefore subject to inspection pursuant to R.C. 149.43. Relator also requested attorney fees and relies on the documents attached to respondents' motion to dismiss to demonstrate respondents' continuing course of bad faith noncompliance. Following an in camera inspection of the settlement agreements, we conclude the settlement agreements are public documents and not records exempted from disclosure and therefore grant a writ of mandamus compelling disclosure. Relator's request for attorney fees, however, is denied. Relator's motion for summary judgment is granted in part and denied in part and respondents' motion to dismiss is denied.
We agree with relator's rationale. A trial preparation record is "any record that contains information that is specifically compiled in reasonable anticipation of, or in defense of, a civil or criminal action or proceeding, including the independent thought processes and personal trial preparation of an attorney." R.C. 149.43(A)(4); see Natl. Broadcasting, supra,38 Ohio St.3d at 84-85, 526 N.E.2d at 790-792; Barton v. Shupe (1988), 37 Ohio St. 3d 308, 525 N.E.2d 812. A settlement agreement is not a record compiled in anticipation of or in defense of a lawsuit. It simply does not prepare one for trial. A settlement agreement is a contract negotiated with the opposing party to prevent or conclude litigation. Consequently, although the parties and their attorneys subjectively evaluated the litigation confronting them in order to reach a settlement, the settlement agreement itself contains only the result of the negotiation process and not the bargaining discourse which took place between the parties in achieving the settlement. Moreover, under varying circumstances, courts in other states have found no valid reason for secreting documents which designate how tax dollars are spent, either directly or indirectly through insurance premiums, by public bodies to settle disputes. SeeRegister Division of Freedom Newspapers, Inc. v. County ofOrange (1984), 158 Cal. App. 3d 893, 205 Cal. Rptr. 92; News Observer Pub. Co. v. Wake Cty. Hospital System, Inc. (1981),55 N.C. App. 1, 284 S.E.2d 542; Daily Gazette Co. v. Withrow (W.Va. 1986), 350 S.E.2d 738. In light of our Supreme Court's stated philosophy to narrowly construe the R.C. 149.43 exceptions and to resolve all doubts in favor of disclosure,State, ex rel. Outlet Communications, Inc., v. Lancaster PoliceDept. (1988), 38 Ohio St. 3d 324, 328, 528 N.E.2d 175, 178-179, we believe that including settlement agreements as trial preparation records would amount to an overly broad interpretation of the exception and one beyond the scope anticipated by its drafters. We therefore hold that settlement agreements entered into by a governmental unit are public records and are not trial preparation records pursuant to R.C.149.43(A)(4).
While R.C. 121.22(G)(3) permits a governmental body to privately discuss litigation, the statute expressly invalidates any resolution, rule or formal action adopted in the closed session unless the resolution, rule or formal action is adopted in an open meeting. See R.C. 121.22(H). Thus, once a conclusion is reached regarding pending or imminent litigation, the conclusion is to be made public, even though the deliberations leading to the conclusion were private. Since a settlement agreement contains the result of the bargaining process rather than revealing the details of the negotiations which led to the result, R.C. 121.22(G)(3), which exempts from public view only the conferences themselves, would not exempt a settlement agreement from disclosure.
The public records law requires only that documents be copied or made available for inspection. R.C. 149.43(B). Unless a summary or explanation of public records exists as a public document itself, a governmental unit is not required to create a new document to explain or facilitate review of public records already produced. See State, ex rel. Scanlon, v. Deters (1989),45 Ohio St. 3d 376, 379, 544 N.E.2d 680, 683-684. No cause of action exists for one's inability to decipher a public record.
A board of education is a corporate body capable of being sued. R.C. 3313.17; 3313.34. Although a board is comprised of individual members, a board may act collectively only through a majority of its members to pay a debt or claim. R.C. 3313.18; see, generally, CADO Business Systems of Ohio, Inc. v. ClevelandBd. of Edn. (1983), 8 Ohio App. 3d 385, 8 OBR 499,457 N.E.2d 939. Pursuant to its statutory authority, the board in this case collectively enacted a resolution to settle the claims of various teachers. Thus, as a general rule and absent a statute to the contrary, suit must be instituted against the board as an entity and not against the individual board members. See Harris v.Davis Construction Systems, Inc. (1986), 34 Ohio App. 3d 350,518 N.E.2d 956.
The public records statute, however, permits a mandamus action to be brought not only against the governmental unit, but also against individuals responsible for the records. R.C.149.43(C); State, ex rel. Cincinnati Post, v. Schweikert (1988),38 Ohio St. 3d 170, 527 N.E.2d 1230. In light of the liberal construction being afforded this statute, it would be difficult to state that only the board as an entity may be accountable in mandamus and not the individual members who comprise the board. We hold therefore that the individual members of the Berea Board of Education are amenable to suit in mandamus pursuant to R.C.149.43 as persons responsible for the public records in issue.
After reviewing the exhibits attached to respondents' motion to dismiss upon which relator relies, we find an award of attorney fees unwarranted. Even though a public benefit may be derived from the disclosure of public records previously withheld, according to the parties' correspondence, respondents provided all records requested, including personnel data and fiscal records, except the settlement agreements. The expenditure of public funds and the reasons for the disbursement already had been disclosed through the board's resolution. The issue herein involved the extent of disclosure required under the public records statute, i.e., the degree to which the details of a settlement involving a public body must be disclosed, and a potentially new application of one of the exemptions from disclosure. Respondents' claim for nondisclosure of the settlement agreements under these circumstances was not unreasonable. Relator's request for attorney fees is therefore denied.
For the foregoing reasons, relator's motion for summary judgment is granted in part and denied in part, and a writ of mandamus is granted ordering respondents to make the settlement agreements referred to in the board's resolution enacted January 12, 1987, available for inspection or, upon request, to make copies available at cost pursuant to R.C. 149.43. Respondents' motion to dismiss is denied.
Each party to bear its own costs and attorney fees.
Writ granted.
KRUPANSKY and NAHRA, JJ., concur. *Page 667