[ Until this opinion appears in the Ohio Official Reports advance sheets, it may be cited as Look Ahead Am. v. Stark Cty. Bd. of Elections , Slip Opinion No. 202 4
- Ohio
- 2691 .]

NOTICE This slip opinion is subject to formal revision before it is published in an advance sheet of the Ohio Official Reports. Readers are requested to promptly notify the Reporter of Decisions, Supreme Court of Ohio, 65 South Front Street, Columbus, Ohio 43215 , of any typographical or other formal errors in the opinion, in order that corrections may be made before the opinion is published.

S LIP O PINION N O . 2024
- O HIO - 2691 L OOK A HEAD A MERICA ET AL . , A PPELLANT S , v . S TARK C OUNTY B OARD OF

E LECTIONS ET AL . , A PPELLEE S . [ Until this opinion appears in the Ohio Official Reports advance sheets, it may be cited as Look Ahead Am. v. Stark Cty. Bd. of Elections , Slip Opinion No. 202 4
- Ohio
- 2691 .] Statutory interpretation

— R.C. 121.22(G)(2)

— Open meetings

— Public bodies

— Executive session

—

P remature

- disclosure clause within R.C. 121.22(G)(2) following list of permissible reasons for a public body to enter executive session applies to entire list

— Court of appeals’ judgment reversed and cause remanded to trial court for new trial. (No. 20 2 3

- 1059

— Submitted April 24 , 202 4

— Deci ded July 18 , 202 4 .) A PPEAL from the Court of Appeals for Stark County , No. 20 22

- CA

- 0 0 1 52 , 202 3

- Ohio

- 2494

.

__________________ K ENNEDY , C.J., authored the opinion of the court, which F ISCHER , D E W INE , D ONNELLY , S TEWART , B RUNNER , and D ETERS , JJ., joined.S UPREME C OURT OF O HIO

2 K ENNEDY , C.J
. {¶ 1} In this discretionary a ppeal from a judgment of the Fifth District Court of Appeals , we decide whether the clause in R.C. 121.22(G)(2) that states , “ [I] f premature disclosure of information would give an unfair competitive or bargaining advantage to a person whose personal, private interest is adverse to the general public interest” (hereafter , the “premature

- disclosure claus e”) , applies to a ll the permissible reasons listed for a public body to enter executive session that are specified immediately prior to the premature

- disclosure clause a nd are separate d from it by a comma

. {¶ 2} Appellee s , the Stark County Board of Elections and its members ( collectively, “the b oard”) , considered and voted on whether to purchas e Dominion Voting Systems voting equipment , ultimately decid ing to purchase the equipment

. Th e decision to purchase the Dominion equipment and subsequent discussions about and affirmations of that decision occurred during four meetings of the b oard , after the b oard entered executive session

— from which members of the public are excluded

— to discuss the purchase of the equipment as property for public purposes under R.C. 121.22(G)(2). Appellants, L ook A head A merica and M erry L ynne R ini (collectively, “Look Ahead”), filed a complaint in the Stark County Court of Common Pleas seeking a determination that the b oard violated Ohio’s O pen M eetings A ct, R.C. 121.22, by doing so

. {¶ 3} The trial court upheld the b oard’s decision s to enter executive session to discuss the voting equipment , determining that the premature

- disclosure clause in R.C. 121.22(G)(2) applied to only the last

- listed permissible reason for a public body to enter executive session

. The Fifth District agreed

. We disagree. {¶ 4} Based on the plain language of R.C. 121.22(G)(2) , we hold that the premature

- disclosure clause following the list of permissible reasons for a public body to enter executive session applies to the entire list of permissible reasons forJanuary Term, 2024

3 entering executive session

. T he Fifth District ’s judgment is reversed , and the cause is remand ed to the trial court for a new trial applying this interpretation

.

I . Facts and Procedural History {¶ 5} In 2018, the b oard began looking for new voting equipment to recommend for purchase by Stark C ounty for use in its elections. {¶ 6} During the board’s December 9, 2020 meeting , the board entered executive session. Following that executive session , the b oard resumed the public meeting and vot ed to purchase the Dominion equipment in accord with its staff ’s recommendation. The b oard then transmitted that decision to the Stark County Board of Commissioners (hereafter , “ the c ommissioners”) so that the

c ommissioners could purchase the equipment

. {¶ 7} For the same stated purpose for entering executive session as the December meeting , the board entered executive session o n January 6, February 9, and March 15, 2021 . Following each of the executive sessions , the board resumed the public meeting and reaffirmed its decision to purchase the Dominion voting equipment

. {¶ 8} The commissioners disagreed with the board’s decision , and t hat disagreement resulted in litigation. See State ex rel. Stark Cty. Bd. of Elections v. Stark Cty. Bd. of Commrs ., 2021

- Ohio

- 1783 , ¶ 5. This court settled that issue in Stark Cty. Bd. of Elections by granting a writ of mandamus compelling the

c ommissioners to acquire the new voting equipment

. Id. at ¶ 7, 1 8. {¶ 9} On May 18, 2021, Look A head filed a complaint seeking a determination that Ohio’s O pen M eetings A ct was violated by the b oard during the four meetings at which it entered executive session to discuss the purchase of voting equipment

. Among other things, Look Ahead claimed that the b oard had failed to comply with R.C. 121.22(G)(2) by not limiting its executive

- session discussions to matters for which the “ ‘ premature disclosure of information would give an unfairS UPREME C OURT OF O HIO

4 competitive or bargaining advantage to a person whose personal, private interest is adverse to the general public interest , ’ ” R.C. 121.22(G)(2). {¶ 10} During discovery, the b oard filed a motion for a protective order pursuant to Civ.R. 26 (C) , which the trial court granted. T he court interpreted R.C

. 121.22(G)(2) i n its entry granting the protective order, citing the interpretive rule of the last antecedent

. The court’s interpretation of the provision limited application of the premature

- disclosure clause to situations in which a public body is consider ing “the sale or other disposition of unneeded, obsolete, or unfit

- for

- use property in accordance with [R.C. 505.10], ” R.C. 121.22(G)(2), as opposed t o situations in which a public body is consider ing “the purchase of property for public purposes” or “the sale of property at competitive bidding , ” id

. {¶ 11} On the day of the final pretrial hearing, the b oard filed a motion in limine asking the trial court to issue an order restricting the testimony and evidence that could be admitted at trial to the scope established by the court in its protective order. The court granted the motion and issued a pretrial order reiterating its interpretation of R.C. 121.22(G)(2 )

. And during trial, the court limited Look Ahead’s inquiry and presentation of evidence in accordance with the pretrial order

. {¶ 12} Following Look Ahead’s case
- in

- chief, the trial court dismissed the case pursuant to Civ. R. 41(B)(2) , applying its interpretation of R.C. 121.22(G) (2)

. The trial court concluded that the b oard had “entered into the four executive sessions for a permissible and valid purpose (the purchase of property for public purposes), and that each of the executive sessions was consistent with that purpose and related specifically to the topic that was announced in the motion which authorized the executive session.” {¶ 13} On appeal, the Fifth District affirmed the trial court’s judgment , stat ing , “ [T] he ordinary meaning [of R.C. 121.22(G)(2)] is clear: a public body can enter executive session to discuss the purchase of property without additional qualification.” 2023

- Ohio

- 249 4 , ¶ 22 ( 5th Dist .)

. Without further explanation, theJanuary Term, 2024

5 court of appeals discuss ed how its interpretation of R.C. 121.22(G)(2) would work in practice , assert ing that the discussion buttressed its conclusion

. Id. at ¶ 22

- 25. Lastly , without determining whether R.C. 121.22(G)(2) is ambiguous, the court of appeals assessed the provision’s legislative history. Id. at ¶ 26. Based on this analysis , the court of appeals upheld the trial court’s interpretation of R.C. 121.22(G)(2)

. Id. at ¶ 2 7. {¶ 14} We accepted Look Ahead’s discretionary appeal on the following proposition of law:

Under R.C. 121.22(G)(2), members of a public body may meet in an executive session to consider “the purchase of property for a public purpose” but, then, only to consider information the premature disclosure of which would give an unfair competitive or bargaining advantage to a person whose personal, private interest is adverse to the general public interest

.

See 2023

- Ohio

- 3952

. II. Law and Analysis A. Standard of Review {¶ 15} The issue before this court involves the interp retation of R.C. 121.22(G)(2)

— a question of law

— which we review de novo , Stewart v. Vivian , 2017

- Ohio

- 7526, ¶ 23. B. R.C. 121.22(G)(2) {¶ 16} In 1975, t he General Assembly passed Am.Sub.S.B. No. 74, 1 36 Ohio Laws , Part I, 152, amend ing R.C. 121.22 , which became known as Ohio’s Open Meetings Act ( hereafter, “the Act”)

. T he Act provides, “ All meetings of any public body are declared to be public meetings open to the public at all times. ” R.C. 121.22(C)

. However, the Act also provides a public body permission toS UPREME C OURT OF O HIO

6 engage in private discussion in executive se ss ion for enumerated reasons
. See R.C. 121.22 (G). The b oard is a public body as defined under R.C. 121.22(B)(1) and is therefore subject to the Act . A t issue here is the b oard’s use of R.C. 121.22(G)( 2) to enter executive session to discuss the purchase of Dominion voting equipment. {¶ 17} R.C. 121.22(G)(2) permits a public body to enter executive session for the following reasons :

To consider the purchase of property for public purposes , the sale of property at competitive bidding, or the sale or other disposition of unneeded, obsolete, or unfit

- for

- use property in accordance with [R.C. 505.10] , if premature disclosure of information would give an unfair competitive or bargaining advantage to a person whose personal, private interest is adverse to the general public interest

.
(Emphasis added.) T he Fifth District concluded that under the plain meaning of R.C. 1 21.22(G)(2), the premature

- disclosure clause did not apply to the purchase

of

- property reason for entering executive session , affirming the trial court ’s interpretation of the statute

. 2023

- Ohio

- 249 4 at ¶ 21

- 2 8 (5th Dist.)

. We now consider whether this interpretation was correct. C. Statutory Construction {¶ 18} To resolve the issue before this court, we return to a familiar place: statutory interpretation. As we have explained, “ [w]hen the statutory language is plain and unambiguous, and conveys a clear and definite meaning, we must rely on what the General Assembly has said, ” Jones v. Action Coupling & Equip

. , Inc. , 2003

- Ohio

- 1099, ¶ 12, and apply it as written, Summerville v. Forest Park , 2010

- Ohio

- 6280, ¶ 18. “In determining whether a statute is ambiguous, weJanuary Term, 2024

7 objectively and thoroughly examine the statute, consider each provision in context, and apply ordinary rules of grammar.” Ohio Neighborhood Fin., Inc. v. Scott , 2014

- Ohio

- 2440, ¶ 25

. D
. The Premature
- Disclosure Clause Applies to All the Permissible Reasons for Entering Executive Session Listed i n R.C. 121.22(G)(2) {¶ 19} The Fifth District found that R.C. 121.22(G)(2) has a plain meaning

. 2023

- Ohio

- 249 4 at ¶ 21

- 2 8

. And w hile we agree that the provision has a plain meaning , we come to a different conclusion regarding the mean ing

. W e apply the ordinary rules of grammar

— specifically, the rules of punctuation

— to determine the plain meaning of R.C. 121.22(G)(2)

. In doing so , we conclude that the premature

- disclosure clause applies to all the permissible reasons listed in the provision for entering executive session. {¶ 20} First, we consider “ the grammatical ‘rule of the last antecedent,’ according to which a limiting clause or phrase

. . . should ordinarily be read as modifying only the noun or phrase that it immediately follows.” Barnhart v. Thomas , 540 U.S. 20, 26 (2003 ). Applying the rule here, as the trial court did in its entry granting a protective order, would lead to the conclusion that the premature

disclosure clause applie s to only the last

- listed permissible reason under R.C. 121.22(G)(2) for entering executive session and does not apply to the first

- listed permissible reason for entering executive session under the provision, which concerns the purchase of property. {¶ 21} However, “ [a] s several leading treatises explain, ‘“[a] qualifying phrase separated from antecedents by a comma is evidence that the qualifier is supposed to apply to all the antecedents instead of only to the immediately preceding one. ” ‘ ” Facebook, Inc. v. Duguid , 592 U.S. 395 , 403

- 4 04 (2021) , quoting W. E skridge , Interpreting Law: A Primer on How to Read Statutes and the Constitution 67

- 68 (2016) , quoting 2A N. Singer & S. Singer, Sutherland Statutes and Statutory Construction , § 47.33, at 499

- 500 (7th Ed.Rev. 2014)

. This rule ofS UPREME C OURT OF O HIO

8 punctuation provides an exception to the rule of the last antecedent and should be considered when determin ing the plain meaning of text

. See Scalia & Garner, Reading Law: The Interpretation of Legal Texts 161

- 162 (2012)

. {¶ 22} This court and the United States Supreme Court have stated that the rules of punctuation are not controlling in determining the meaning of text and are a fallible standard that should be used only as a last resort. See , e.g. , Weiss v. Porterfield , 27 Ohio St.2d 117, 120 (1971) ; Slingluff v. Weaver , 66 Ohio St. 621 , 628

- 629 (1902) ; Hamilton v. The Steamboat R.B. Hamilton , 16 Ohio St. 428, 432

- 433 (1866) ; Costanzo v. Tillinghast , 287 U.S. 341, 344 (1932) ; Barrett v. Van Pelt , 268 U.S. 85, 91 (1925) , citing Chicago, Milwaukee & St. Paul Ry. Co. v. Voelker , 129 F. 522, 527 (8th Cir. 1904) ; Lessee of Ewing v. Burnet , 36 U.S. 41, 54 (1837)

. However, in 1972, the General Assembly enacted R.C. 1.42 , Am.H.B. No. 607, 134 Ohio Laws, 2108, which directs courts to determine the meaning of words and phrases in statutes by considering context and the rules of grammar

. Therefore, w e look to the rules of grammar , which include the rules of punctuation, to determine the plain meaning of R.C. 121.22(G)(2)

. See , e.g. , State ex rel. Steele v. Morrissey , 2004

- Ohio

- 4960, ¶ 21 (courts interpret statutory language by “reading words and phrases in context and construing them according to the rules of grammar and common usage”) ; accord State ex rel. Rose v. Lorain Cty. Bd. of Elections , 90 Ohio St.3d 229, 231 (2000); State ex rel. Antonucci v. Youngstown City School Dist. Bd. of Ed n ., 87 Ohio St.3d 564, 565 (2000). {¶ 23} Reading R.C. 121.22(G)(2), we note that a comma separat es the list of permissible reasons for a public body to enter executive session and the premature

- disclosure clause

. And because the rules of grammar determine the plain meaning of the text, w e conclude that the rules of punctuation are dispositive

. Therefore, the premature

- disclosure clause applies to the entire list of permissible reasons for entering executive session

.January Term, 2024

9 I II. Conclusion {¶ 24} R.C. 121.22(G)(2) pr escribes permissible reasons for a public body to enter executive session , which are followed by a comma and the premature

disclosure clause. We conclude that the premature

- disclosure clause applies to all the permissible reasons listed under R.C. 121.22(G)(2) for entering executive session

. For the foregoing reasons, the Fifth District Court of Appeals’ judgment affirming the trial court’s dismissal of Look Ahead’s complaint is reversed , and the cause is remanded to the trial court for a new trial applying t his interpretation

. J udgment reversed and cause remanded.

_________________ The Law Firm of Curt C . Hartman and Curt C. Hartman ; and Finney Law Firm , L

. L

. C

. , and Christopher P. Finney , for appellants

. Kyle L. Stone , Stark County Prosecuting Attorney , and Lisa A. Nemes, Deborah A. Dawson , and John Lysenko, Assistant Prosecuting Attorney s , for appellee s
. Brian M. Ames , pro se, urging reversal for am icus curiae Brian M. Ames. Faruki , P

. L

. L

. , John C. Greiner , and Darren W. Ford , urging reversal for amici curiae Gatehouse Media Ohio Holdings II, Inc. , d

. b

. a
. The Columbus Dispatch, The Cincinnati Enquirer, a Division of Gannett GP Media, Inc. , and Copley Ohio Newspapers, Inc. , d

. b

. a
. Akron Beacon Journal

.

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