State ex rel. Plain Dealer v. Ohio Dept. of Insurance

687 N.E.2d 661, 80 Ohio St. 3d 513
CourtOhio Supreme Court
DecidedDecember 5, 1997
DocketNo. 96-2247
StatusPublished
Cited by112 cases

This text of 687 N.E.2d 661 (State ex rel. Plain Dealer v. Ohio Dept. of Insurance) is published on Counsel Stack Legal Research, covering Ohio Supreme Court primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
State ex rel. Plain Dealer v. Ohio Dept. of Insurance, 687 N.E.2d 661, 80 Ohio St. 3d 513 (Ohio 1997).

Opinions

Moyer, C.J.

The question presented in this original action is whether, under R.C. 149.43, the relators are entitled to requested records held by the Ohio Department of Insurance and pertaining to the acquisition of Blue Cross by Columbia. Our analysis of the law and the evidence before us causes us to conclude that the Department must disclose the requested documents, as redacted by this court, pursuant to R.C. 149.43. We conclude that the documents are not confidential work papers under R.C. 3901.48. Further, we have conducted an in camera review and have determined that some documents, or portions thereof, constitute trade secrets pursuant to R.C. 1333.61(D). We redact those portions of the records that are trade secrets. Accordingly, we grant the relators a limited writ of mandamus.

I

A preliminary question in resolving this public records dispute is whether the Department’s denial of the proposed acquisition subsequent to the filing of this action renders this case moot. Cases are not moot when an actual controversy [518]*518exists between adverse litigants. See Cullen v. State ex rel. Toledo (1922), 105 Ohio St. 545, 138 N.E. 58. In a mandamus action, a writ will be denied when a question presented by the relator becomes moot. See State ex rel. Breaux v. Cuyahoga Cty. Court of Common Pleas (1977), 50 Ohio St.2d 164, 4 O.O.3d 352, 363 N.E.2d 743; Maranze v. Montgomery Cty. Bd. of Elections (1958), 167 Ohio St. 323, 4 O.O.2d 401, 148 N.E.2d 229.

Although the Department ultimately denied the proposed acquisition, this action is not about the acquisition itself. Rather, the subject of this dispute concerns records related to the acquisition, and the availability of those records under R.C. 149.43. Given the language in R.C. 149.43(B) that “[a]Il public records shall be promptly prepared and made available for inspection to any person,” the analysis in any public records case centers on the availability of the records, not the content or the underlying event giving rise to the creation or submission of the disputed documents.

We observe that in many public records cases, the defining event that leads to the creation or submission of documents that trigger a public records dispute is complete by the time the dispute arises. Documents of those events, such as minutes of meetings or files created pursuant to a governmental regulatory or oversight process, are routinely made available to the public in order to serve the purpose of the Public Records Act. Since the records in question here are kept by the Ohio Department of Insurance, a public office, and since the availability of those records is in dispute, there exists an actual controversy in this case, and, accordingly, R.C. 149.43 compels us to resolve it.

II

A

The Ohio Public Records Act is intended to be liberally construed “to ensure that governmental records be open and made available to the public * * * subject to only a few very limited and narrow exceptions.” State ex rel. Williams v. Cleveland (1992), 64 Ohio St.3d 544, 549, 597 N.E.2d 147,151. A citizen therefore may gain access to records kept by a public office unless the requested records fall within an exception to the Act. Among those exceptions is a provision that prohibits disclosure of “records the release of which is prohibited by state or federal law.” R.C. 149.43(A)(1).

The Department and Blue Cross rely on this exception in contending that the documents sought by the relators are exempt from public disclosure. They assert that the records are confidential work papers under R.C. 3901.48, submitted solely for an examination conducted under the authority of R.C. 3901.07. We disagree.

[519]*519R.C. 3901.07, which authorizes the Superintendent to conduct examinations on behalf of the Department, provides, in pertinent part:

“The superintendent, or any person appointed by him, shall examine each domestic insurer at least once every three years as to its condition, fulfillment of its contractual obligations, and compliance with applicable laws, provided that he may defer making the examination for a longer period not to exceed five years.” R.C. 3901.07(B)(3).

“In scheduling and determining the nature, scope, and frequency of any examination authorized or required by division (B) of this section, the superintendent shall consider such matters as the results of financial statement analyses and ratios, changes in management or ownership, actuarial opinions, reports of independent certified public accountants, and any other criteria he considers appropriate.” R.C. 3901.07(C).

R.C. 3901.48, governing disclosure of documents submitted pursuant to an examination, provides, in pertinent part:

“The work papers of the superintendent or of the person appointed by him, resulting from the conduct of an examination made pursuant to section 3901.07 of the Revised Code, are confidential and are not a public record as defined in section R.C. 149.43 of the Revised Code.” R.C. 3901.48(B).

In analyzing whether the disputed records fall within the confines of the work-paper exception to the Public Records Act, we are required by the unusual “dual track” procedure employed by the Department to consider the conduct of the Department in its care of the records as well as the nature of the documents themselves. Since the Department chose to conduct a public review pursuant to R.C. 3901.321 and an examination under R.C. 3901.07 simultaneously, we must initially resolve the determinative factual question of whether the Department requested the disputed records for the review or for the examination.

Neither the Department nor Blue Cross contests that there is no confidentiality provision that would shield from disclosure documents submitted pursuant to an R.C. 3901.321 review. Under R.C. 3901.321, the Superintendent of the Department is required to conduct a public hearing to determine, inter alia, whether “[t]he acquisition is likely to be hazardous or prejudicial to the insurance-buying public.” R.C. 3901.321(F)(1)(f). Clearly, the Superintendent, in conducting this inquiry, must have all relevant documents to properly complete the statutory review and to make a decision that is in the best interests of the public.

The public-hearing requirement, together with the absence of any confidentiality provision in R.C. 3901.321, indicates that the General Assembly intended for the Department to expose its review to the public. Acquisitions and mergers of [520]*520insurance companies potentially affect millions of policyholders, and this particular transaction was one of the largest and most complex ever reviewed by the Department. Accordingly, our analysis turns on whether the documents submitted to the Department were needed to properly facilitate a review of the proposed transaction.

The Form A filing, submitted pursuant to the R.C. 3901.321 review, contained an attachment that represented the principal agreement between Blue Cross and Columbia. That agreement refers to the withheld Disclosure Memoranda over seventy times. Therefore, the Form A filing itself, which all parties concede is public under R.C. 3901.321, is incomplete without the accompanying Memoranda.

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687 N.E.2d 661, 80 Ohio St. 3d 513, Counsel Stack Legal Research, https://law.counselstack.com/opinion/state-ex-rel-plain-dealer-v-ohio-dept-of-insurance-ohio-1997.