State ex rel. Seballos v. School Emp. Retirement Sys., 94-1130

• Decision Date: 09 November 1994
• Docket Number: No. 94-1130,94-1130
• Citation: 70 Ohio St.3d 667,640 N.E.2d 829
• Parties: The STATE ex rel. SEBALLOS, Appellee, v. SCHOOL EMPLOYEES RETIREMENT SYSTEM et al., Appellants.
• Court: Ohio Supreme Court

Page 667

70 Ohio St.3d 667

640 N.E.2d 829

The STATE ex rel. SEBALLOS, Appellee, v. SCHOOL EMPLOYEES RETIREMENT SYSTEM et al., Appellants.

No. 94-1130.

Supreme Court of Ohio.

Submitted Sept. 13, 1994.

Decided Nov. 9, 1994.

In December 1992, respondent-appellant, School Employees Retirement System ("SERS"), issued a "Request for Proposal for the School Employees Retirement System" ("RFP"), which solicited proposals from qualified organizations that offered provider networks and could meet specified administrative, financial and other requirements. The RFP had been prepared by Robert W. Kalman, a health care consultant hired by SERS to assist in developing and implementing a strategy for managing SERS's post-retirement medical benefit plan costs more effectively.

Respondents-appellants, Aetna Life Insurance Company ("Aetna") and Community Mutual Insurance Company ("Community Mutual"), as well as Blue Cross and Blue Shield Mutual of Ohio ("Blue Cross"), submitted written proposals to SERS in response to the RFP. SERS, through Kalman, requested additional documentation and information concerning the business and financial structure and proposals of the three companies. The requested information was very detailed, highly confidential and considered by Kalman to constitute trade secrets. Kalman had expressly promised Blue Cross and implicitly assured Aetna and Community Mutual that all the information they were providing would remain confidential. After evaluating the submitted proposals and additional information, Kalman prepared a comprehensive report documenting key findings in the selection process and recommended a managed health care vendor. On May 25, 1993, SERS selected Aetna to administer SERS's health benefit plan.

By letter dated May 28, 1993, relator-appellee, Sandra K. Seballos, an employee of a law firm that represents Blue Cross in certain litigation, requested from respondent-appellant, Thomas R. Anderson, SERS's executive director, "copies of all documents relating to SERS'[s] selection of an organization to offer a managed care network pursuant to its Managed Medical Care Request for Proposal issued December, 1992." Seballos's request included, but was not limited to:

"1. The minutes of the SERS Board documenting the selection.

"2. Any documents indicating the selection criteria and/or why the organization chosen was selected.

"3. Any agreement, correspondence, or other documents between SERS and the selected organization who will be offering the managed care network."

In a letter dated June 1, 1993, SERS advised Seballos that it had received her written request for records and that the request was being reviewed by its legal counsel.

On June 9, 1993, Seballos filed a complaint in the Franklin County Court of Appeals requesting a writ of mandamus to compel, inter alia, SERS and Anderson, to furnish access to and the right to inspect and copy the records she requested. Following the initiation by Seballos of her mandamus action, SERS provided her with access to certain documents and denied her access to other documents on the basis that they contained trade secrets. The court of appeals granted SERS's and Anderson's motion for leave to join Aetna, Community Mutual, and Blue Cross as respondents and Aetna's and Community Mutual's motions for leave to intervene.

The parties submitted an agreed statement of facts and briefs on the merits. In Seballos's brief, she stated that she was not seeking access to all the records withheld by SERS and Anderson that were responsive to her written request. Instead, Seballos claimed that her request was limited to "just Aetna's written proposal (and any modifications to the proposal) and those that disclose SERS'[s] selection process, why Aetna was selected and any contract between Aetna and SERS." SERS and Anderson submitted the documents they had refused to disclose to Seballos for an in camera inspection by the court of appeals.

The court of appeals entered judgment granting Seballos a writ of mandamus ordering SERS and Anderson to provide access to the requested documents relating to SERS's selection of an organization to offer a managed health care network.

This cause is now before the court upon appeals as of right.

Climaco, Climaco, Seminatore, Lefkowitz & Garofoli Co., L.P.A., and Paul S. Lefkowitz, Cleveland, for appellee.

Lee I. Fisher, Atty. Gen., Crabbe, Brown, Jones, Potts & Schmidt and Luis M. Alcalde, Columbus, for appellants School Employees Retirement System and Thomas R. Anderson.

Vorys, Sater, Seymour & Pease, Michael J. Canter and James A. Wilson, Columbus, for appellant Community Mut. Ins. Co.

Wiles, Doucher, Van Buren & Boyle Co., L.P.A., and Thomas J. Keener, Columbus, for appellant Aetna Life Ins. Co.

PER CURIAM.

Appellants assert that the records withheld from Seballos constituted trade secrets which were exempt from disclosure under the public records statute. R.C. 149.43(A)(1) defines a "public record" as any record kept by a public office, except certain specifically defined records and "records the release of which is prohibited by state or federal law." State ex rel. Beacon Journal Publishing Co. v. Waters (1993), 67 Ohio St.3d 321, 322, 617 N.E.2d 1110 1112. R.C. 1333.51(C) provides that "[n]o person, having obtained possession of an article representing a trade secret or access thereto with the owner's consent, shall convert such article to his own use or that of another person, or thereafter without the owner's consent make or cause to be made a copy of such article, or exhibit such article to another." R.C. 1333.51(A)(3) defines "[t]rade secret":

" 'Trade secret' means the whole or any portion or phase of any scientific or technical information, design, process, procedure, formula, or improvement, or any business plans, financial information, or listing of names, addresses, or telephone numbers, which has not been published or disseminated, or otherwise become a matter of general...