[Cite as Newman v. Greater Columbus Arts Council, 2025-Ohio-5883.]
IN THE COURT OF CLAIMS OF OHIO
{¶1} This matter is before me for a report and recommendation. R.C. 2743.75(F). I recommend that the Court (1) deny Respondent's motion to dismiss; (2) order Respondent to provide Requester, pursuant to Revised Code 149.431, with any financial records of "the legal expenses pertaining to Ohio Court of Claims case # 202400619PQ
. . . which has spanned from July 2024-August 2025," as described below; and (3) order that Requester recover his filing fee and that Respondent bear the balance of the costs of this case.
I. Background
A. The public records request
{¶2} On March 11, 2025, Requester Michael Newman emailed a public records request to Respondent Greater Columbus Arts Council (GCAC). Complaint, filed August 18, 2025. Newman requested:
1. All expense reports, invoices, receipts, and any other relevant financial documents pertaining to all of the costs of GCAC's legal expenses for case number 2024-00619PQ in the Ohio Court of Claims [Newman v GCAC et al]
MICHAEL NEWMAN
Requester
v.
GREATER COLUMBUS ARTS COUNCIL
Respondent
Case No. 2025-00749PQ Special Master Sarah Pierce
REPORT AND RECOMMENDATION
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2. All expense reports, invoices, receipts, and any other relevant financial documents pertaining to all of the costs of GCAC's legal expenses for case number 20CV009020 in the Franklin County Court of Common Pleas [Newman v Daugherty et al]
Compl., p. 2.
{¶3} Ultimately, Newman states that he narrowed his public records request to "the legal expenses pertaining to Ohio Court of Claims case # 202400619PQ . . . which has spanned from July 2024-August 2025." Req. Reply, filed November 11, 2025, p. 7; see also Req. Evidence, filed October 22, 2025, p. 2-3, 6.
{¶4} Newman attaches several pages of email messages to his complaint. This correspondence is primarily between Newman and Steven Goodin, counsel for GCAC. Compl., p. 3-5. It is unclear from the parties' submissions whether these messages relate to the March 11 public records request. See Req. Reply, p. 2.
B. Related lawsuits
{¶5} This is the second public records lawsuit filed by Newman against GCAC in this Court. Resp. Motion to Dismiss, filed October 31, 2025, p. 3; Req. Reply, p. 5. In the prior case, this Court found that Newman did not demonstrate that GCAC was the functional equivalent of a public office. GCAC was therefore not subject to the Ohio Public Records Act. Newman v. Greater Columbus Arts Council, 2025-Ohio-734, ¶ 13 (Ct. of Cl.). Still, this Court ordered production of some GCAC records pursuant to Revised Code
149.431. Newman, 2025-Ohio-471, ¶ 22, adopted 2025-Ohio-734, ¶ 26 (Ct. of Cl.). GCAC produced records. Resp. MTD, p. 3. Newman appealed this Court's decision. That appeal is pending. Newman v. Columbus Film Comm., 10th Dist. No. 25 AP 238.
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{¶6} The parties are also engaged in a court case before the Franklin County Court of Common Pleas. Resp. Evidence, filed October 22, 2025, Ex. E; Req. Reply, p. 2, 11. That case is not a public records matter and, as of October 22, 2025, is pending. Resp. MTD, p. 4; Resp. Ev., Ex. E; Req. Reply, p. 2.
C. Procedural history
{¶7} This matter was referred to mediation. Mediation did not resolve the case, and a schedule was set for both parties to file evidence and memoranda supporting their positions. That schedule has run its course, making this case ripe for decision. Order Terminating Mediation, entered October 8, 2025.
II. Analysis
A. Respondent's motion to dismiss should be denied and resolved as a response to the complaint
{¶8} GCAC filed a motion to dismiss the complaint. GCAC does not specifically state the basis for the motion. After reviewing the arguments presented, I construe the filing as a motion to dismiss for failure to state a claim upon which relief can be granted. See Civ.R. 12(B). GCAC's motion, however, explicitly relies upon evidence outside of the complaint. See Resp. MTD, p. 6. Therefore, GCAC's motion should be denied and the argument and evidence presented addressed as a response to the complaint. Hicks v. Village of Newtown, 2018-Ohio-1540, ¶ 13 (Ct. of Cl.); see also State ex rel. McGrail v. Lordstown Village Council, 2025-Ohio-4630, ¶ 28 (11th Dist.) (converting motion to dismiss to motion for summary judgment).
B. GCAC is subject to R.C. 149.431
{¶9} Newman requests records from GCAC pursuant to Revised Code 149.431, which requires that:
[A]ny nonprofit corporation . . . that enters into a contract or other agreement with . . . a political subdivision or taxing unit of this state for the provision of services shall keep accurate and complete financial records of any moneys expended in relation to the performance of the services pursuant to such contract or agreement according to generally accepted accounting principles. Such contract or agreement and such financial records shall be
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deemed to be public records as defined in division (A)(1) of section 149.43 of the Revised Code[.]
R.C. 149.431(A). GCAC contends that it is not subject to this statute because it does not contract with a "political subdivision or taxing unit of this state." Resp. MTD, p. 5-7.
{¶10} To resolve this issue, I look first to the plain meaning of the statute. Sugarcreek Twp. v. City of Centerville, 2012-Ohio-4649, ¶ 19. Where the meaning of a statute is "unambiguous and definite," the statute "must be applied in a manner consistent with the plain meaning of the statutory language." (Citations omitted.) Id. While statutory language is generally "read in context and construed according to the rules of grammar and common usage", language that has "acquired a technical or particular meaning, whether by legislative definition or otherwise, shall be construed accordingly." R.C. 1.42. The term "political subdivision" is not defined in Revised Code 149.431 or, more generally, in Revised Code Chapter 149. See Baker v. Wayne Cty., 2016-Ohio-1566, ¶ 2 (holding that statutory definitions are applied as written). It is used throughout the Revised Code, however, to specifically include municipal corporations. E.g., R.C. 9.64(A)(2) (defining
"political subdivision" to include a municipal corporation); R.C. 306.322(A)(1) (same); R.C. 2744.01(F) (same).
{¶11} Moreover, reading the term "political subdivision" to exclude municipal corporations would unnecessarily cramp the reach of Revised Code Chapter 149. That Chapter uses "political subdivision" to, among other things, define the term "records,"
delineate the public functions of the state archives, and protect the personal information of public employees. R.C. 149.011(G), 149.30(C), 149.31(A), 149.43(A)(1)(p). Excluding municipal corporations from this term would introduce ambiguity where none exists. See State v. Pribble, 2019-Ohio-4808, ¶ 12 ("It is a well-settled rule of statutory interpretation that statutory provisions be construed together and the Revised Code be read as an interrelated body of law."); Doe v. Marlington Local School Dist. Bd. of Edn., 2009-Ohio- 1360, ¶ 29 ("It is our duty to apply the statute as the General Assembly has drafted it; it is not our duty to rewrite it.").
{¶12} The City of Columbus is a municipal corporation. Ohio Const., art. XVIII, § 1. The plain meaning of "political subdivision" therefore includes a municipal corporation like Columbus.
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{¶13} GCAC argues that it is subject only to public records codes promulgated by Columbus. Resp. MTD, p. 7. Not so. While municipal corporations retain home rule power, that power does not extend to conflict with general state law. Ohio Const., art. XVIII, § 3. "A state statute takes precedence over a local ordinance when . . . (1) the ordinance is an exercise of the police power, rather than of local self-government, (2) the statute is a general law, and (3) the ordinance is in conflict with the statute." (Citations omitted.) Mendenhall v. City of Akron, 2008-Ohio-270, ¶ 17. Public records access has not been held to be a power of local self-government. See City of Dayton v. State, 2004- Ohio-3141, ¶ 31 (2nd Dist.) (describing powers of local self-government). Records management and public records access have been extensively legislated by the Ohio General Assembly and applied to many types of local government, including Columbus. See State ex rel. Caster v. City of Columbus, 2016-Ohio-8394, ¶ 2. The Ohio Constitution itself appears to contemplate state law regarding access to municipal corporations' books. See Ohio Const., art. XVIII, § 13 ("Laws may be passed to . . . provide for the examination of the vouchers, books and accounts of all municipal authorities, or of public undertakings conducted by such authorities."). Finally, the Columbus code cited by GCAC presents, by its terms, no conflict with state law. Resp. MTD, p. 7. There is no home-rule issue here.
{¶14} Through its contracts with Columbus, GCAC is subject to the requirements of Revised Code 149.431. GCAC is a non-profit corporation. Resp. Ev., Ex. C p.2. GCAC, as of February 2024, contracts with Columbus to provide arts and cultural services. Resp. Ev., Ex. C p.10. Columbus is a political subdivision according to the plain meaning of Revised Code 149.431, as discussed above. GCAC is therefore subject to the requirements of that statute.
C. GCAC should be required to keep and make available certain financial records
{¶15} GCAC should be required to keep "financial records" of any funds that it expends "in relation to the performance of the services" under its agreement with Columbus. R.C. 149.431(A). GCAC must keep these financial records according to generally accepted accounting principles (GAAP standards). R.C. 149.431(A). Those same financial records are subject to public records release. R.C. 149.431(A). GCAC is not required to keep or release as public records "financial records of any private funds expended in relation to the performance of services" for Columbus. R.C. 149.431(A)(3).
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{¶16} In the prior public records case, this Court defined "financial" records as those that "relate to money, the way money is managed, or monetary receipts and expenditures." Newman v. Greater Columbus Arts Council, 2025-Ohio-734, ¶ 17 (Ct. of Cl.).
{¶17} GCAC argues that its legal bills concerning a public records case are not related to the grant-making services it performs for Columbus. Resp. MTD, p. 8. On review of the record before me, this argument is not well-taken.
{¶18} First, under the agreements with Columbus, GCAC performs several services beyond awarding grants. Resp. MTD, p. 8. These include evaluating cultural programs, liaising with community stakeholders, implementing new cultural programs, conducting an annual public forum, and working with Columbus to encourage certain business development. See Resp. Ev., Ex. C p. 3-4. GCAC is required to devote most of the funds received from Columbus to grants and similar "community funding." Resp. Ev., Ex. C p.5. Up to 25% of the Columbus funds, however, may be "directed to [the] administration and maintenance of working capital reserves" of GCAC. Resp. Ev., Ex. C p. 5. GCAC is also "empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of [its] obligations." Resp. Ev., Ex. C p. 8.
{¶19} Second, as a legal matter, the phrase "in relation to" means "more than directly connected to." (Citations omitted.) State v. S.R., 63 Ohio St.3d 590, 595 (1992). It also encompasses "things which in common experience are closely associated."
(Citations omitted.) Id.
{¶20} From GCAC's evidence, it appears that Columbus funds may be directed to accounts or payees beyond only "grants to filmmakers." Resp. MTD, p. 8. These payees or accounts might reasonably include legal expenses related to GCAC's contracted services for Columbus.
{¶21} GCAC also argues that the records requested by Newman "reach far beyond the profit and loss statements and balance sheets typically maintained by accounting professionals in accordance with this provision and GAAP." Resp. MTD, p. 8. That may be—in other words, records that are both responsive to Newman's request and subject to Revised Code 149.431 may not exist. Still, GCAC is required to keep financial records
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of its contractual expenditure of Columbus funds in accordance with GAAP standards. To the extent GCAC is spending Columbus funds for legal expenses related to its contractual services, the financial records of those funds should comply with GAAP standards. And to the extent those financial records are responsive to Newman's request, those records should be provided as public records.
D. Applicability of public records exceptions
{¶22} The public records required to be kept and released under Revised Code
149.431 may still be subject to public records exceptions. That statute specifically excludes disclosure of "financial records" while "confidential professional services are being provided" if the disclosure might violate that confidentiality. R.C. 149.431(A)(2). Disclosure of financial records in this circumstance "may be deferred if reasonable times are established when the contract or agreement or financial records will be disclosed."
R.C. 149.431(A)(2).
{¶23} Here, legal services provided to GCAC may reasonably be considered confidential professional services under this exception. The attorney-client privilege protects the confidential nature of legal services. The privilege does not have an expiration date on its own terms but may be waived by the client. See McNelis v. Crain, 2016-Ohio-8523, ¶ 19 (11th Dist.) (noting attorney-client privilege survives end of attorney-client relationship and does not cease upon the client's death).
{¶24} These financial records are also subject to the exceptions in the Ohio Public Records Act. These records are made "public records as defined in [Ohio Revised Code 149.43(A)(1)]." R.C. 149.431(A). That provision excludes from the term "public record" a list of specific types of records. R.C. 149.43(A)(1)(a)-(bbb). The list includes "trial preparation records". R.C. 149.43(A)(1)(g). It also includes records subject to the attorney-client privilege. State ex rel. Brinkman v. Bd. of Edn. of the Toledo City School Dist., 2024-Ohio-5063, ¶ 13. Generally, the attorney-client privilege applies to at least the narrative portion of legal invoices. State ex rel. Ames v. Baker, Dublikar, Beck, Wiley & Mathews, 2022-Ohio-3990, ¶ 15 ("Under existing caselaw, an invoice for a legal service provided to a public-office client is a public record, with the caveat that the narrative portion of the invoice describing the service is protected from disclosure by the attorney- client privilege.").
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{¶25} Newman argues that GCAC has waived application of any public-records exceptions to his requested records by providing similar records in the past. Req. Reply, p. 3-4. I disagree. First, it is not clear when or in what context the previous financial records were provided to Newman. While this may have been a response to Newman's records request, the parties are also engaged in a separate legal action which has involved discovery exchanges. Resp. Ev., Ex. E. Second, waiver of public records exceptions is interpreted narrowly. See State ex rel. Cincinnati Enquirer v. Sharp, 2003- Ohio-1186, ¶ 10 (1st Dist.). While GCAC may have waived any public records exceptions as to those documents for future requesters, it has not blanketly waived public records exceptions as to Newman's requests for similar records.
E. Newman should be entitled to recover his filing fee and costs; GCAC should bear the balance of the costs.
{¶26} Revised Code 2743.75(F)(3)(b) provides that the "aggrieved person shall be entitled to recover from the public office . . . the amount of the filing fee . . . and any other costs associated with the action[.]" I therefore recommend that Newman recover his filing fee. I also recommend that GCAC bear the balance of the costs of this case.
III. Conclusion {¶27} Based on the above considerations, I recommend that the court:
1) Deny Respondent GCAC'S motion to dismiss.
2) Order Respondent GCAC to provide Newman, pursuant to Revised Code 149.431, with any financial records of "the legal expenses pertaining to Ohio Court of Claims case # 202400619PQ. . .which has spanned from July 2024-August 2025." The scope of potentially responsive records includes financial records of non-private funds expended under the Columbus agreements from any administrative accounts, working capital accounts, or other expenditures related to community funding, as described above. Redactions may be made to any material covered by the attorney-client privilege or other public records exceptions in Revised Code 149.43(A)(1).
3) Order that Newman recover his filing fee and that GCAC bears the balance of the costs of this case.
{¶28} Pursuant to R.C. 2743.75(F)(2), either party may file a written objection with the clerk of the Court of Claims of Ohio within seven (7) business days after receiving this
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report and recommendation. Any objection shall be specific and state with particularity all grounds for the objection. A party shall not assign as error on appeal the court's adoption of any factual findings or legal conclusions in this report and recommendation unless a timely objection was filed thereto. R.C. 2743.75(G)(1).
SARAH PIERCE
Special Master
Filed December 1, 2025 Sent to S.C. Reporter 1/29/26
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