Kilroy v. Peters, 2013 Ohio 3384

The Kilroys owned property adjacent to the Johnsons; an earlier stipulation required the Johnsons to clear a fence line and allowed the Kilroys to seek relief from Jackson Township Trustees under R.C. Chapter 971 if they failed to do so.
After alleged noncompliance, the Kilroys sued the Johnsons and the three Trustees (individually and officially); the Trustees were represented throughout by the Montgomery County Assistant Prosecuting Attorney.
In mediation on January 14–15, 2010, counsel exchanged emails and affidavits reflecting agreement on settlement terms: $15,000 payable in three installments and an apology letter to be signed by the Trustees.
On January 21, 2010 the Trustees adopted Resolution #07-2010 in an open meeting authorizing settlement on the terms "listed on the attached Settlement Agreement and Mutual Release;" meeting minutes noted a caveat about rescinding if no agreement, but the Trustees did not rescind at the next meeting.
Trustees later refused to sign the Kilroys’ proposed apology letter; the Kilroys moved to enforce the settlement. The trial court (after remand and additional records) held the Trustees bound in their official and individual capacities and awarded attorney and expert fees.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether Trustees agreed to the settlement in their official capacities at a public meeting	Kilroys: Resolution #07-2010, adopted in open meeting, authorized the settlement terms (including payment and apology) and is binding	Trustees: any agreement was subject to later formal written approval and could be rescinded per minutes; they did not formally execute the apology letter	Court: Resolution adopted in open meeting is the operative official action; minutes cannot alter the resolution; Trustees were bound and breached it
Whether Trustees are bound in their individual capacities	Kilroys: settlement covered all parties and counsel did not limit agreement to official capacities; drafts bound Trustees individually	Trustees: unfair to hold them individually after finding an official-capacity settlement; contends no individual agreement	Court: because the settlement as adopted bound all parties and counsel negotiated for both capacities, Trustees were bound individually as well; individual capacity need not be separately proven
Whether Kilroys are entitled to attorney fees	Kilroys: settlement (and its enforcement provisions) entitles them to fees and costs incurred enforcing the agreement	Trustees: no fees if no valid settlement exists	Court: settlement valid and includes liquidated damages/attorney-fee recovery for enforcement; fees awarded and amount determined after hearing

Continental W. Condominium Unit Owners Assn. v. Howard E. Ferguson, Inc., 74 Ohio St.3d 501 (Ohio 1996) (settlement agreements are contracts and are enforceable)
State ex rel. Edwards Land Co., Ltd. v. Delaware Cty. Bd. of Elections, 129 Ohio St.3d 580 (Ohio 2011) (minutes record actions but do not constitute the official act; adoption occurs when board acts, not when minutes are later approved)
Billington v. Cotner, 25 Ohio St.2d 140 (Ohio 1971) (parol evidence cannot be used to impeach a legislative journal or to supply missing terms in a municipal resolution)
Bd. of Twp. Trustees v. Spring Creek Gravel Co., Inc., 45 Ohio App.2d 288 (Ohio Ct. App. 1975) (refusal to permit parol evidence to alter a township resolution when records do not show the amendment)
State ex rel. Jewett v. Sayre, 91 Ohio St. (Ohio 1914) (once a county/board enters a settlement, it cannot unilaterally rescind the agreement without the other party's consent)