Educational Services Instititue, Inc. v. Gallia-Vinton Educational Services Center, 2004 Ohio 0874 (Ohio App. 2/19/2004)
| Decision Date | 19 February 2004 |
| Docket Number | Case No. 03CA6. |
| Citation | 2004 Ohio 0874 |
| Parties | Educational Services Institute, Inc., et al., Plaintiffs-Appellants, v. Gallia-Vinton Educational Service Center, et al., Defendants-Appellees. |
| Court | Ohio Court of Appeals |
Daniel J. Buckley and Sarah B. Fairweather, Vorys, Sater, Seymour & Pease, Cincinnati, Ohio, for appellants.
R. Gary Winters, McCaslin, Imbus & McCaslin, Cincinnati Ohio, for appellees.
DECISION AND JUDGMENT ENTRY
{¶1} Educational Services Institute, Inc., (the Institute) and Dr. Ann Grooms appeal a judgment of the Gallia County Common Pleas Court granting summary judgment to Gallia-Vinton Educational Service Center (ESC), Gallia-Vinton Educational Service Center Governing Board (the Board), and Roberta Duncan. Appellants contend the court erred in concluding the Institute's contracts with ESC were void. Because the Board exceeded its statutory authority by contracting with a corporation for the provision of superintendent services, we conclude the contracts between ESC and the Institute are void. Accordingly, we affirm the judgment of the trial court.
{¶2} The Institute is an Ohio corporation and Grooms is its president. In 1997, the boards of education of Gallia and Vinton counties hired the Institute to draft a joint educational service center plan for submission to the State Board of Education. The State Board of Education approved the plan and in July 1997, ESC received its charter. In the years that followed, ESC entered into various contracts with the Institute for the provision of superintendent services. It is the last two of these contracts that are at issue here.
{¶3} The first contract, dated June 2, 1999, covers the period of time between July 1, 1999, and June 30, 2002. The second contract, dated December 12, 2001, covers the period of time between July 1, 2002, and June 30, 2007. Each contract contains a section entitled "Scope of Work," which provides: "The Institute shall provide services to the Educational Service Center and carry out the work shown in Addendum A, Work Statement."1 The work statement in the first contract states: "Provide services to the Gallia-Vinton Educational Service Center Governing Board and carry out the superintendent function as the chief executive officer." The work statement in the second contract states: "Provide services to the Gallia-Vinton Educational Service Center Governing Board for Dr. Ann Grooms to carry out the superintendent function as the chief executive officer." Following this statement, each contract contains a list of the functions to be carried out under the contract. Grooms has signed the contracts on behalf of the Institute, although she has failed to identify the capacity in which she signed.
{¶4} In April 2002, the Board passed a resolution voiding the December 12, 2001 contract and rescinding the prior Board action that authorized the contract. The Board also passed a resolution terminating the June 2, 1999 contract and ordering Grooms to discontinue any services to the Board no later than May 1, 2002.
{¶5} As a result of the Board's resolutions, appellants filed a complaint against ESC, the Board, and Roberta Duncan, the Board's president. The complaint alleged four causes of action: (1) breach of the June 2, 1999 contract; (2) breach of the December 12, 2001 contract; (3) a claim by the Institute against Duncan for intentional interference with a business relationship; and (4) a claim by Grooms against Duncan for harassment, which apparently is intertwined with the Institute's action for intentional interference with a business relationship. Subsequently, appellees filed a motion for summary judgment. In their motion, appellees argued the contracts with the Institute were void because the Institute is not a person with a valid superintendent's license and R.C. 3319.01 only authorizes the Board to appoint a person with a valid superintendent's license to act as superintendent. Additionally, appellees argued the contracts with the Institute were void because they lacked certificates of adequate revenue as required by R.C. 5705.412. Finally, appellees argued that if the contracts were void, appellants could not maintain an action for intentional interference with a business relationship. Following a hearing on the motion, the court concluded that ESC's contracts with the Institute were void and granted summary judgment in favor of appellees. Appellants now appeal and raise the following assignment of error: "The trial court erred in granting Defendants-Appellees' motion for summary judgment."
{¶6} In reviewing a summary judgment, the lower court and appellate court utilize the same standard, i.e., we review the judgment independently and without deference to the trial court's determination. Midwest Specialties, Inc. v. Firestone Tire & Rubber Co. (1988), 42 Ohio App.3d 6, 8, 536 N.E.2d 411. Summary judgment is appropriate when the following have been established: (1) that there is no genuine issue as to any material fact; (2) that the moving party is entitled to judgment as a matter of law; and (3) that reasonable minds can come to but one conclusion, and that conclusion is adverse to the party against whom the motion for summary judgment is made, that party being entitled to have the evidence construed most strongly in its favor. Bostic v. Connor (1988), 37 Ohio St.3d 144, 146, 524 N.E.2d 881, citing Harless v. Willis Day Warehousing Co. (1978), 54 Ohio St.2d 64, 66, 375 N.E.2d 46; cf., also, State ex rel. Coulverson v. Ohio Adult Parole Auth. (1991), 62 Ohio St.3d 12, 14, 577 N.E.2d 352; Civ.R. 56(C). The burden of showing that no genuine issue exists as to any material fact falls upon the moving party in requesting summary judgment. Mitseff v. Wheeler (1988), 38 Ohio St.3d 112, 115, 526 N.E.2d 798. If the moving party satisfies this burden, "the nonmoving party then has a reciprocal burden outlined in Civ.R. 56(E) to set forth specific facts showing that there is a genuine issue for trial, and if the nonmovant does not so respond, summary judgment if appropriate, shall be entered against the nonmoving party." Kulch v. Structural Fibers, Inc., 78 Ohio St.3d 134, 145, 1997-Ohio-217, 677 N.E.2d 308, citing Dresher v. Burt (1996), 75 Ohio St.3d 280, 295, 662 N.E.2d 264.
{¶7} In their sole assignment of error, appellants advance three reasons why summary judgment is inappropriate. However, we will restrict our discussion to appellants' first argument since our resolution of that argument requires us to affirm the court's decision. Here, appellants argue that nothing in the Revised Code prohibits an educational service center from contracting with a consulting company for the provision of superintendent services. They also argue that R.C. 3311.171 authorizes a board of education to employ consultants to perform administrative services.
{¶8} Boards of education, including governing boards of educational service centers, are creations of statute. See Hall v. Lakeview Local School Dist. Bd. of Edn. (1992), 63 Ohio St.3d 380, 383, 588 N.E.2d 785; Verberg v. Board of Edn. Of City School Dist. of Cleveland (1939), 135 Ohio State 246, 248, 20 N.E.2d 368. See, also, Brownfield, Bowen, Bally & Sturtz v. Board of Edn. (1977), 56 Ohio App.2d 10, 11, 381 N.E.2d 207. Accordingly, their authority is limited to those powers either expressly granted by or clearly implied from the statute. Hall; Brownfield. Thus, we must examine the appropriate statutes and determine whether the Board's contracts with the Institute are valid or void. Clearly, if the Board's actions exceeded its statutory authority, then its contracts with the Institute are void. See Brownfield, 56 Ohio App.2d at 11, citing 48 Ohio Jurisprudence 2d 778, Schools, Section 80 ()
{¶9} R.C. 3319.01 requires the governing board of an educational service center to "appoint a person possessed of the qualifications provided in this section to act as superintendent * * *." The person appointed to the office of superintendent must hold a superintendent's license issued under R.C. 3319.22, which directs the state board of education to adopt rules establishing the standards and requirements for obtaining educator licenses. See R.C. 3319.01; R.C. 3319.22(A). In response to the requirements of R.C. 3319.22, the state board of education enacted Ohio Adm.Code 3301-24-05. Ohio Adm.Code 3301-24-05(F) governs the requirements for obtaining a professional administrator license and provides that the license "shall be issued to an individual who holds a master's degree, who is deemed to be of good moral character, who has been recommended by the dean or head of teacher education at an institution approved to prepare teachers, who has successfully completed an examination prescribed by the state board of education, and who has evidenced the requirements specified below." (Emphasis added.) Furthermore, Ohio Adm.Code 3301-24-05(F)(3) provides that "[t]he superintendent license shall be added to a valid professional teacher license of an individual who holds a principal or administrative specialist license * * *." (Emphasis added.) Read together, the statute and code sections require the governing board of an educational service center to appoint an individual with a superintendent's license to act as superintendent. Although a corporation may be considered a "person" in many statutory contexts, a corporation is not an "individual" in this scheme.
{¶10} Because the language in the work statements of the two contracts differ, we are essentially faced with two separate questions: (1) whether an educational service center may employ a corporation to carry out the superintendent function and (2) whether an educational service center may contract with a corporation for a specific corporate employee to carry out the superintendent...
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