Sheil v. Horton, 2018 Ohio 5240

Background

WJW-TV reporter William Sheil requested an unredacted contract between actress Octavia Spencer and the Tri-C Foundation related to a fundraising luncheon; Tri-C Media Relations Manager John Horton refused, claiming the Foundation is not subject to Ohio's Public Records Act and that the contract is a trade secret.
The special master in the Court of Claims found the Tri-C Foundation is the functional equivalent of a public office under the Oriana House test and that the Spencer contract is not a trade secret.
A Court of Claims judge partially rejected the special master, holding the Foundation was not the functional equivalent of a public office but agreeing the contract was not a trade secret. Both parties appealed.
The Foundation is a 501(c)(3) created in 1973 to solicit and hold funds for Cuyahoga Community College (Tri-C); it raises substantial scholarship funds, is audited under R.C. Chapter 117, is reported as a component unit of Tri-C, receives in-kind services and some funding from Tri-C, and its records are maintained in part by Tri-C staff.
The appellate court reviewed the four-factor Oriana House functional-equivalence test (governmental function; level of government funding; extent of government involvement/regulation; creation by government/avoidance) and the statutory trade-secret standard under the Ohio Uniform Trade Secret Act as applied to the Spencer contract.

Issues

Issue	Plaintiff's Argument (Sheil)	Defendant's Argument (Horton/Tri-C Foundation)	Held
Whether Tri-C Foundation is the functional equivalent of a public office under Oriana House	Foundation solicits and administers donations exclusively for Tri-C, is fiscally and operationally integrated with Tri-C, and thus performs an indispensable governmental sub-function	Foundation is a private nonprofit that raises scholarship money; day-to-day control and separate funds show it is not a public office	Court held Foundation is the functional equivalent of a public office; Oriana House factors satisfied
Whether government funding level supports functional equivalence	Foundation's revenues and operating support are substantially tied to Tri-C and public money; audits and reporting tie it to Tri-C	Foundation receives a small percentage of funding directly from Tri-C (argues funding level not dispositive)	Court held level of governmental funding weighs in favor of functional equivalence
Whether extent of government involvement/regulation supports functional equivalence	Tri-C provides in-kind services, ex officio board members, shared administrative systems, audit/component-unit reporting — showing close integration	Foundation operates independently day-to-day and maintains separate fundraising and accounts	Court held government involvement/regulation factor satisfied due to close intertwining and oversight requirements
Whether Spencer contract is a trade secret exempt from disclosure	Disclosure of fee and terms would harm bargaining and are protected business information; Foundation took steps to keep it secret	Similar Spencer contracts and speaking-fee information are publicly available; terms are readily ascertainable so not a trade secret	Court held the contract is not a trade secret and must be produced unredacted

Key Cases Cited

State ex rel. Oriana House, Inc. v. Montgomery, 110 Ohio St.3d 456 (2006) (sets four-factor functional-equivalence test for subjecting private entities to the Public Records Act)
State ex rel. Toledo Blade Co. v. Univ. of Toledo Found., 65 Ohio St.3d 258 (1992) (solicitation and receipt of donations for a public university and keeping related records are governmental functions)
State ex rel. Besser v. Ohio State Univ., 89 Ohio St.3d 396 (2000) (trade-secret exemption under public-records law and its limits)
State ex rel. Plain Dealer v. Ohio Dept. of Ins., 80 Ohio St.3d 513 (1997) (public availability of portions of documents undermines trade-secret status)
Salemi v. Cleveland Metroparks, 145 Ohio St.3d 408 (2016) (six-factor test for evaluating trade-secret claims)
State ex rel. Bell v. Brooks, 130 Ohio St.3d 87 (2011) (discussion of when government funding levels are significant for functional-equivalence analysis)
State ex rel. Repository v. Nova Behavioral Health, Inc., 112 Ohio St.3d 338 (2006) (governmental funding levels may render an entity functionally equivalent)
State ex rel. Carr v. Akron, 112 Ohio St.3d 351 (2006) (criteria for when a private entity is a "person responsible for public records")
State ex rel. Miller v. Ohio State Hwy. Patrol, 136 Ohio St.3d 350 (2013) (burden of custodian to establish applicability of an exception to disclosure)
State ex rel. Lucas Cty. Bd. of Commrs. v. Ohio EPA, 88 Ohio St.3d 166 (2000) (trade-secret analysis may still apply when parts of a document are public if unified disclosure would yield competitive advantage)