[ Until this opinion appears in the Ohio Official Reports advance sheets, it may be cited as Beachwood City School Dist. Bd. of Edn. v. Warrensville Hts. City School Dist. Bd. of Edn. , Slip Opinion No. 202 2

- Ohio

- 3071 .]

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 . 202 2

- O HIO - 3071
B EACHWOOD C ITY S CHOOL D ISTRICT B OARD OF E DUCATION , A PPELL EE , v . W ARRENSVILLE H EIGHTS C ITY S CHOOL D ISTRICT B OARD OF E DUCATIO N , A PPELL ANT . [ Until this opinion appears in the Ohio Official Reports advance sheets, it may be cited as Beachwood City School Dist. Bd. of Edn. v. Warrensville Hts. City School Dist. Bd. of Edn. , Slip Opinion No. 202 2

- Ohio

- 3071 .] Agreement made in 1997 between two city school district boards of education is valid and enforceable

— Former R.C. 3311.06 is not applicable to 1997 agreement, because no territory was transferred from one school district to
the other

— Neither f ormer R.C. 570 5.41 nor former R.C. 5705.412 require d
that a fiscal certificate be attached to the 1997 agreement , because the agreement does not involve the expenditure of money

. (No. 2020

- 1326

— Submitted October 6, 2021

— Decided September 6 , 202 2 .)
A PPEAL from the Court of Appeals for Cuyahoga County, No. 108253 , 2020

- Ohio

- 4459

.

_____________________S UPREME C OURT OF O HIO

2 O’C ONNOR , C. J. {¶ 1} In 1990, the city of Beachwood annexed approximately 405 acres of
land known as the Chagrin Highlands , which is part of the Warrensville Heights City School District. A ppellee, the Beachwood City School District Board of Education (“Beachwood”)
, sought approval from the s tate b oard of e ducation for a
transfer of the annexed territory to the Beachwood City School District , over the objection of appellant, the Warrensville Heights City School District Board of Education (“Warrensville Heights ”)

. {¶ 2} In 1997, following several years of negotiations, Beachwood and
Warrensvi lle Heights agree d that the Chagrin Highlands territory would not transfer to the Beachwood City School District but that the districts would instead share the tax revenue generated from real propert y located within the territory

. This a ppeal
concerns the enforceability of that agreement

. {¶ 3} Because we conclude that the parties’ agreement is valid and
enforceable , w e affirm th e judgment of the Eighth District Court of Appeals , which reversed the Cuyahoga County Court of Common Pleas’ entry of s ummary judgment in favor of Warrensville Heights. R.C. 3311.06 {¶ 4} To provide context for the facts of this case and the parties’ primary arguments, we begin by reviewing R.C. 3311.06 , which charges the state board of education with approving or disapproving a transfer of school

- district territory following an annexation of territory that includes part, but not all, of a school
district ’s territory

. All citations to R.C. 3311.06 in this opinion refer to the version of the statute that was in effect in 1997, when the parties executed their agreement.
See Am.Sub.H.B. No. 152, 145 Ohio Laws, Part II, 3 3 41 , 3641

. {¶ 5} When a city annexes t erritory that includ es part , but not all , of a school district’s territory, the annexed territory remains part of that school district unless the state board of education approves a transfer of the annexed territory to the cityJanuary Term, 2022

3 school district. 1 R.C. 3311.06(C)(2). R.C. 33 11.06 prescribes the exclusive process for obtaining the state board’s approval : “No transfer of school district territory or division of funds and indebtedness incident thereto, pursuant to the annexation of territory to a city or village shall be completed in any other manner than that prescribed by this section * * *

. ” R.C. 3311

. 06(I)

. {¶ 6} T o obtain the state board’s approval , t he school board of at least one district whose territory would be affected by the transfer must first pass a resolution
req uesting the state board’s approval and submit the resolution to the state board

. R.C. 3311.06(C)(2)(a)

. The requesting district must also “make a good faith effort to negotiate the terms of transfer with any other school district whose territory would be affected by the transfer.” R.C. 3311.06(C)(2 ). Ohio Adm.Code 3301

- 89

- 04 sets out p rocedures that govern those negotiations. As part of th eir negotiati ons , school districts “may agree to share revenues from the property included in the territory to be transferred, establish cooperative programs between the participating districts, and establish mechanisms for the settlement of any future boundary disputes.” R.C. 3311.06( D) ; s ee also Ohio Adm.Code 3301

- 89

- 04(C).
If negotiations take place , school districts seeking state

- board approval of a transfer of territory must submit to the state board a statement, signed by the participating school boards, of the terms the parties have agreed on and the points on which they could not agre e. R.C. 3311.06(C)(2)(c). {¶ 7} Before the state board may approve or disapprove a transfer of territory, it must receive (1) the resolution required by R.C. 3311.06(C)(2)(a), (2)
sufficient evidence that the impacted districts have engaged in good

- faith negoti ation s or that the district requesting the transfer made a good

- faith effort to hold such negotiations , R.C. 3311.06(C)(2)(b), and (3) i f negotiations have taken

1

. The requirement and procedures for obtaining the state board’s approval do not apply to “urban school district[s],” as defined in R.C. 3311.06(A)(3). R.C. 3311.06(C)(2). Neither school district at issue here qualifies as an urban school district.S UPREME C OURT OF O HIO

4 place, the statement required by R.C. 3311.06(C)(2)(c) of the terms the parties have agreed on and the points on which they could not agree

. Also b efore approv ing a transfer of territory, the state board must determine that “an equitable divis ion of
the funds and indebtedness between the districts , ” R.C. 3311.06(G) , has been made

. R.C. 3311.06(H). {¶ 8} With th e se procedures in mind, we now turn to the facts of this cas e

.

Facts and procedural background Beachwood request

s a transfer of annexed territory {¶ 9} In October 1990 , Beachwood initiated the statutory pro cess described
in R.C. 3311.06 by pass ing a resolution requesting the approval of a transfer of the Chagrin Highlands territory from the Warrensville Heights City School District to the Beachwood City School District and filing that resolution with the state board

. Warrensville Heights opposed the requested transfer

. {¶ 10} T he districts engaged in negotiations but were unable to reach an agreement on their own

. T he y eventual ly engaged retired federal judge Robert M.
Duncan to serve as a facili t ator

. Following mediation with the parties in November 1996 and January 1997 , Judge Duncan issued written recommendations in April
199 7

. Judge Duncan recommended that the Chagrin Highlands territory remain part of the Warrensville Heights City S chool D istrict but that the parties share real

estat e tax revenue “ generated from that amount of market value of the property [within the territory] (as determined by the Auditor) which exceeds * * * $22,258,310.” 2 Judge Duncan recommended that , absent an abatement of real

estate taxes in the Chagrin High lands territory, Beachwood receiv e 30 percent of
the tax revenue generated by nonresidential and nonagricultural property and that Warrensville Heights recei ve the remaining 70 percent

. Judge Duncan noted that

2

. The Chagrin Highlands territory was slated for commercial development that was to include offices, shops, and possibly a hotel.January Term, 2022

5 th e districts ’ representatives had agreed to support their respective school boards’ adoptions of the recommendations. The parties agree to settle their dispute without a transfer of territory {¶ 11} In May 1997, the parties executed a written agreement that incorporated Judge Duncan’s recommend ations ; they characterized the agreement as a “fair and equitable settlement” that was “in the best interests of” both districts

. The superintendents, treasurers, and board presidents of both districts signed the agreement , which stated that Beachwood would withdraw from the state board its request for approval of a transfer of the Chagrin Highlands territory , that the territory would remain part of the Warrensville Heights City School District, that
the districts would shar e tax revenue gener ated fro m nonresidential and nonagricultural property within the territory as set out in Judge Duncan’s
recommendation s , and that they would engage in joint educational programs and
activities to benefit both districts

. T he parties agreed to “jointly request[]” that the Cuyahoga County a uditor and t reasurer “calculate and distribute [the shared tax] revenues in each year as provided by [the] A greement .” B oth school boards unanimously a pproved the executed agreement

. {¶ 12} There is no evidence that either Beachwood or Warrensville Heights transmitted the agreement to the state board , but i n accordance with the agreement’s
terms, Beachwood withdrew from the state board its request for approval of a
transfer of the Chagrin Highlands territory.

Beachwo od attempts to enforce the agreement {¶ 13} As early as 2013, Beachwood Superintendent Dr. Robert P. Hardis ( he was the district’s a ssistant s uperintendent from August 2012 through July 2015 )
discussed with representatives of Warrensville Heights the implementation of the agreement ’s revenue

- sharing and joint

- educational

- programming provisions

. D r. Hardis testified that d uring discussions and meeting s between the districts about the valuation of propert y within the Chagrin Highlands territory and impl ementation ofS UPREME C OURT OF O HIO

6 the agreement’s revenue

- shar ing provisions in 2015 or 2016 , “ [n] o one stated any sense of disagreement or hesitation” about the validity of th e agreement. Nevertheless, Warrensville Heights has at all times refused to share with
Beachwood the tax revenues generated from the Chagrin Highlands territory

.

Beachwood turns to the courts to enforce the agreement {¶ 14} In 2017, Beachwood sued Warrensville Heights for breach of contract, promissory estoppel, declaratory judgment, and injun ctive relief , but the parties filed a stipulated notice of dismissal without prejudice

. Dr. Hardis wrote to Warrensville Heights Superintendent Donald J. Jolly II in January 2 0 18, asking Warrensville Heights to reconsider its position th at the parties’ agreement was
invalid and un enforceab le

. Dr. Hardis claimed that Beachwood was entitled to $5,571,421.99 in tax revenue generated from properties within the Chagrin Highlands territory for tax years 2012 through 2017. {¶ 15} In August 2018, Beachwood re filed its claims against Warrensville Heights

. Beachwood allege d that by refusing to share tax revenue from the Chagrin Highlands territory, Warrensville Heights breached a contract that arose from the parties’ adoption of Judge Duncan’s recommendations a nd the May 1997 written agreement that wholly incorporated those recommendations

. 3 Beachwood allege d
that it had reasonably and foreseeably relied on Warrensville Heights’s promise to
share tax revenue and that it had conferred a substantial benefit on Warrensville Heights by withdrawing its request to transfer the Chagrin Highlands territory. In addition to restating the claims from its original complaint, Beachwood ’s refiled complaint contain ed claims for unjust enri chment, conversion , and fraud

. Beachwood allege d t hat Warrensville Heights had wrongfully converted tax
revenue to which Beachwood was entitled and that it had fraud ulently represent ed

3 . Although Beachwood refers to these as separate agreements, we refer to a single agreement , meaning the written agreement exe cuted on May 12, 1997, and approved by both boards of education

.January Term, 2022

7 that it would share the tax revenue and had thereby induc ed Beachwood to withdraw its transfer request

. {¶ 16} Warrensville Heights m o ved for summary judgment , and the trial court granted its motion

. The court h e ld that the parties lacked “ the capacity to

contr act over the transfer of tax dollars ” without the state board’s approval and that by not obtaining such approval, the parties failed to complete the steps required by
R.C. 3311.06 to finalize an agreement

. T he c our t went on to state, “Because the parties were without the authority to contract absent the final approval of the State Board, the court finds no valid contract was formed and [Beachwood’s] remaining counts for promissory estoppel, unjust enrichment, conversion, and fr aud fail

. ” {¶ 17} A divided panel of t he Eighth District reversed the trial court’s judgment. The majority held that the parties ’ agreement did not require the state board’s approval , because it did not call for a transfer of school

- district territory

. It
also reject ed Warrensville Heights’s alternative argument

— which had not been
addressed by the trial court

— that the parties’ agreement was invalid because it
lacked a statutorily required fiscal certificate. The dissent ing judge , on the other hand, conclud ed that the failure to secure the state board’s approval rendered the parties’ agreement void. {¶ 18} We accepted Warrensville Heights’ s discretionary appeal , 161 Ohio St.3d 1407, 2021

- Ohio

- 106, 161 N.E.3d 680, which presents three propositions of
law. Warrensville Heights firsts asks this court to hold that R.C. 3311.06 and Ohio Adm.Code Chapter 3301

- 89 require the state board to approv e any agreement that
rel ate s to a school district’s request to transfer terri tory , regardless of whether t he agreement calls for a transfer of territory. It next asks us to hold that the fiscal

certificat e requirements in R.C. 5705.41 and 5705.412 apply to agreements
between school districts to share tax revenue. Finally, it asks us to hold that R.C. Chapter 2744 cloaks school districts with immunity from tort liability that aris es
out of a n a greement to s hare tax revenue.S UPREME C OURT OF O HIO

8 Analysis R.C. 3311.06 requires the state board to approve only transfers of territory {¶ 19} A school board is a statutory creation that possesses only the authority the legislature has conferred on it, either expressly or by clear impli cation. Wolf v. Cu yahoga Falls City School Dist. Bd. of Edn. , 52 Ohio St.3d 222, 223, 556 N.E.2d 511 ( 1990). It is “a body politic and corporate” that has the power to

contract , R.C. 3313.17 , b ut it s authority to enter into a particular contract may be limited by statute , s ee Hall v. Lakeview Loc al School Dist. Bd. of Edn. , 63 Ohio St.3d 380, 383, 588 N.E.2d 785 (1992 ) ( R.C. 3319.08 1 prohibited school board
from enter ing supplemental contracts with nonteaching employees )

. R.C. 3311.06
l imits a school board’s authority to contract to change the composition of school

district territory. {¶ 20} R.C. 3311.06(C)(2) creates a default rule : when a city or village annexes territory that contains part , but not all , of a school district ’s territory , the

annexe d territory remains part of that school district. The statute then sets out the
exclusive means for circumvent ing application of th e default rule

— by successful ly compl ying with the statutory procedure and obtain ing the state board’s approval to transfer the annexed territory to the school district that serves the annexing city or village

. See R.C. 3311.06(I). {¶ 21} Beachwood initiated the statutory process to obtain the state board’s approval for a transfer of the Chagri n Highlands territory , b ut the parties ultimately agreed that the territory would not transfer and that they would instead share tax revenue generated from property within the territory

. The question then is whether despite the absence of a transfer of territory , R.C. 3311.06 required the state board’s approval to validate the parties’ revenue

- sharing agreement. W e conclude that it
d id not

. {¶ 22} Our primary goal when analyzing a statute is to give effect to the legislatu re’s intent , which we discern by first looking to the plain statutoryJanuary Term, 2022

9 language

. Antoon v. Cleveland Clinic Found. , 148 Ohio St.3d 483, 2016

- Ohio

7432, 71 N.E.3d 974, ¶ 20 . We read the words and phrases in context, and we
construe them in accordance with the rules of grammar and common usage. Mahoning Ed ucational Assn. of Dev. Disabilities v. State Emp. Relations Bd. , 13 7 Ohio St.3d 257, 2013

- Ohio

- 4654, 998 N.E.2d 1124, ¶ 15. If the plain statutory language is unambiguous, we apply it as written. Antoon at ¶ 20

. {¶ 23} A “transfer of school district territory or division of funds and indebtedness incident thereto” may be completed only in the manner specified by
R.C. 3311.06. R.C. 3311.06(I). Beachwood and Warrensville Heights agreed that
the re w ould be no “ transfer of school district territory ” and that Beachwood would withdraw from the state board its request for approval of a transfer. Warrensville Heights , however, maintains that the agreement’s validity remained dependent on
the state board’s approv al because it called for a “division of funds” that flowed from Beachwood’s initiation of the R.C

. 3311.06 process. By its plain terms, R.C. 3311.06(I) does not apply so broad ly

. {¶ 24} R.C. 3311.06(I) states that if a “division of funds and indebtedness”
is “incident []to” a transfer of school

- district territory, it must be completed in the “manner * * * prescribed” by R.C. 3311.06

. As used in the statute , “incident” connotes a relationship between things . It means “ occurring or likely to o ccur esp. as a minor consequence or accompaniment * * * : associated or naturally related or attaching * * * : dependent on or appertaining to another thing : directly and immediately relating to or involved in something else though not an essential part
of it .” Webster’s Third New Internat ional Dictionary 1142 (1986). T he Eighth
District concluded that a “division of funds” c annot be dependent on or appertai ning to

— i.e., cannot be “ incident [] to ”

— a nonexistent transfer of school

district territory. 2020

- Ohio

- 4459, 158 N.E.3d 906, ¶ 35. That conclusion is consistent with the plain, ordinary meaning of “incident [] to.”S UPREME C OURT OF O HIO

10 {¶ 25} Warrensville Heights mischaracterizes th e Eighth District ’s holding

as interpreting the phrase “incident [] to” as requiring a causal relationship. T he court of appeals simply held that for a division of funds to be incident to a transfer of territory , the division of funds mu st coexist with a transfer of territory , not that

one must be the cause of the other

. A nd n either Kelm v. Kelm , 68 Ohio St.3d 26, 623 N.E.2d 39 (1993), nor Woodside v. United States , 606 F.2d 134 (6th Cir.1979)

— the cases that Warrensville Heights cites in support of its argument that “incident to” does not implicate causation

—undermines that holding

. {¶ 26} In Kelm , this court held that an antenuptial agreement that required
arbitrat ion o f “ ‘a dispute as to the alimony or child support provisions incident to
a termi nation of [the parties’] marriage’ ” encompassed disputes that arose “during the pendency of a matrimonial dispute,” not just those matters “which are
concomitant to a final de gree of divorce

. ” Kelm at 28. The question in Kelm related to timing ; n o matter when the dispute arose, there could be no alimony or child support without a termination of the parties’ marriage . I n Woodside , the Sixth
Circuit addressed a rule that precluded a military service member from su ing the government for injuries that were “ ‘incident to service

. ’ ” Woodside at 140, quoting Feres v. United States , 340 U.S. 135, 146, 71 S.Ct. 153, 95 L.Ed. 152 (1950 )

. I t held that whether an activity is “incident to service” depend s on the “ ‘degree to which the activity is divorced from or related to military service

. ’ ” I d. at 141, quoting Schwager v. United States , 279 F.Supp. 262, 263 (E.D.Pa.1968)

. There is no sugge stion in that case , however , that the decedent’s injury could have
been “ incident to service ” had the decedent not been a service member to begin
with

. Thus, n either case weighs against an understanding, based on the plain statutory language, that R.C. 3311.06(I) appl ies to a division of funds only if the
division relates to a n ex tant transfer of school

- district territory. {¶ 27} Looking to o ther subsections of R.C. 3311.06 confirm s our understanding of the phrase “division of funds and indebtedness incident thereto”January Term, 2022

11 in subsection (I). R.C. 3311.06 (I) requires parties to divide funds and indebtedness
in the “manner ” prescribed elsewhere in the statute. Th e phrase “division of funds
and indebtedness ” first appears in R.C. 3311.06(G), which requires the state board to supervise such a division “ [ i ] n the event territory is transferred from one school
district to another under [R.C. 3311.06] .” (Emphasis added.) And R.C. 3311.06(H) then requires the state board to ensure that the division of funds and indebtedness
addressed in subsection (G) has been completed before it approve s “ such transfer of territory .” (Emphasis added.) Every duty imposed on the state board with

re spect to a division of funds and indebtedness relates to

— and is a prerequisite to

— an actual transfer of school

- district territory

. T he statute does not address a division
of funds and indebtedness in lieu of a transfer of territory. I nasmuch as R.C.
3311 .06(I) requires completion of a division of funds and indebtedness in the manner prescribed by R.C. 3311.06, it applies only to such a division that occurs alongside a transfer of territory. To conclude otherwise would be to write the phrase “incident the reto” out of R.C. 3311.06(I). {¶ 28} Warrensville Heights next argu es that R.C. 3311.06(I) applies to the parties’ agreement to share tax revenue because the agreement was incident to Beachwood’s request for a transfer of territory . Whereas it s previous argument essentia lly eliminated language from R.C. 3311.06(I), this argument impermissibly adds language to the statute

. See Wheeling Steel Corp. v. Porterfield , 24 Ohio St.2d 24, 28, 263 N.E.2d 249 (1970), quoting Columbus

- Suburban Coach Lines v. Pub.
Ut il. Comm. , 20 Ohio St.2d 125, 127, 254 N.E.2d 8 (1969) (“ ‘ i t is the duty of this court to give effect to the words used [in a statute], not to delete words used or to insert words not used ’ ” [ e mphasis and brackets added in Wheeling Steel ] )

. R.C. 3311.06(I) refers to a division of funds incident to a transfer of t erritory, not to a
request for a transfer

. {¶ 29} Warrensville Heights fares no better with its citations to other statutory language in support of its position that the parties’ agreement was invalidS UPREME C OURT OF O HIO

12 without the state board’s approval

. For example, although R.C. 3311.06(C)(2) requires school boards to submi t to the state board any agreed

- on terms that result
from negotiations , that requirement is but a prerequisite t o the state board’s authority to approve a transfer of territory. Id. If there is n o transfer of territory to
approve, then th is prerequisite is immaterial. Likewise unhelpful to Warrensville Heights’s argument is R.C. 3311.06(D ), which describes terms that parties might include in a negotiated agreement , including an agree ment to share tax revenue

. Again, t he statutory language links an agreement containing such terms to an actual transfer of territory : school districts “may agree to share revenues from the property included in the territory to be transferred .” (Emphasis added.) Id. {¶ 30} Based on the plain language of R.C. 3311.06 and the parties’ agreement that the Chagrin Highlands territory would not transfer to the Beachwood City School District , we conclude that R.C. 3311.06 did not require the

state board’s approval of the parties’ agreement to share tax revenue and that t he
absence of s uch approval d oes not render the agreement unenforceable.

R.C. 5705.41 and 5705.412 are inapplicable {¶ 31} Warrensville Heights next argues, under its second proposition of
law , that the parties’ agreement is invalid for the independent reason that a fiscal
certificate , as described in R.C. 5705.41 and 5705.412 , was not attached to it

. {¶ 32} As it existed in 1997, R.C. 5705.4 1 required that before m ak ing a n expenditure , a political subdivision appropriate the funds to be expen ded , as provided in R.C. Chapter 5705. Former R.C. 5705.41(A) and (B) , Am.Sub.S.B. No. 81, 145 Ohio Laws, Part I, 864, 873

. In service of that requirement , the statute prohibit ed a pol itical subdivision from “mak [ing] any contract or giv [ing] any order involving the expenditure of money unless there [was] attached thereto a certificate
of the fiscal officer of the subdivision that the amount required to meet the obligation,” i.e., the expenditure, “ [had] been lawfully appropriated for such purpose.” Former R.C. 5705.41(D)(1), Am.Sub.S.B. No. 81, 145 Ohio Laws, PartJanuary Term, 2022

13 I, at 873. A contract that is subject to R.C. 5705.41(D) but that does not contain the required certificate “shall be void, and no warrant shall be issued in payment of any amount due thereon.” R.C. 5705.41(D)(1). The purpose of the fiscal certificate “ ‘is clearly to prevent fraud and the reckless expenditure of public funds.’ ” St. Marys v. Auglaize Cty. Bd. of Comm rs. , 115 Ohio St.3d 387, 2007

- Ohio

- 5026, 875 N.E.2d 561, ¶ 49, quoting State v. Kuhner , 107 Ohio St. 406, 413, 140 N.E. 344 (1923)

. {¶ 33} R.C. 5705.412 operates similarly but applies on ly to school districts. As applicable in 1997, it stated:

N otwithstanding section 5705.41 of the Revised Code, no school district shall adopt any appropriation measure, make any contract, give any order involving the expenditure of money, or increase during any school year any wage or salary schedule unless
there is attached thereto a certificate signed by the treasurer and president of the board of education and the superintendent that the school district has in effect for the remainder of the fiscal year and the succeeding fiscal year the authorization to levy t axes * * * which, when combined with the estimated revenue from all other sources available to the district at the time of certification, are
sufficient to provide the operating revenues necessary to enable the
district to operate an adequate educational p rogram * * * for the current fiscal year and * * * the succeeding fiscal year

.

Former R.C. 5705.412, Sub.S.B. No. 257, 143 Ohio Laws, Part I, 1272, 1288

- 1289

. {¶ 34} A contract to which R.C. 5705.412 applies but that does not contain
the required certification “shall be void
, and no payment of any amount due thereon
shall be made .” Id

. T he Eighth District has opined , “Clearly, it was the legislativeS UPREME C OURT OF O HIO

14 intent that R.C. 5705.412 should * * * hold school officials to a higher degree of
respo nsibility in expending public funds than other public officials.” CADO Business Sy s

. of Ohio, Inc. v. Cleveland City School Dist. Bd. of Edn. , 8 Ohio App.3d 385, 389, 457 N.E.2d 939 ( 8th Dist. 1983)

. {¶ 35} In Tri

- County N

. Local School Bd. of Edn. v. McGuire & Shook Corp. , 748 F.Supp. 541 (S.D.Ohio 1989), the United States District Court for the
Southern District of Ohio undertook an extensive historical review of R.C. 5705.41
and 5705.412 . It traced the genesis of the two statutes to 1874 ,

w hen the Ohio legislature passed what is known as the Worthington law, which provided that the city of Cincinnati could borrow $1 million to rid itself of a debt in a proportion similar to that which the city had incurred by contracting for debts and makin g appropriatio ns in greater amounts than the city could afford. Emmert v. Elyria , 74 Ohio St. 185, 193, 78 N.E. 269 (1906). The Worthington law supplemented a similar provision in the state municipal code, also enacted in 1874, which provided that the City Council of Cincinnati was prohibited from “making appropriations or contracting for debts
for the ordinary purposes of the city, exceeding the amount of taxes and revenues from other sources for the current year

. ” State, ex rel Seiter v. Hoffman , 25 Ohio St. 328, 33 3 (1874) (emphasis in the original).

Id. at 545

. {¶ 36} Two yea rs later , the legislature enacted the Burns Law, which extended application of the 1874 law to all Ohio municipalities. See i d. at 546

. {¶ 37} In 1934, this court described the Burns L aw, in its variou s forms, as

serv ing the “ useful and salut a ry purpose [of] curtailing the unwise and recklessJanuary Term, 2022

15 expenditure of public funds when such funds were not on hand or in sight.” Mayfield Hts. v. Irish , 128 Ohio St. 329, 33 2 , 191 N.E. 129 (1934). “[T]he clear intent of the Ohio legislature in enacting the Burns law was t o prevent municipalities in Ohio from incurring debt problems * * * as a result of contracting for debts in greater amounts than the city could finance from its present tax
revenues.” Tri

- County at 546. The Tri

- County court described R.C. 5705.41 and
570 5.412 as being among the various forms the Burns L aw has taken in Ohio statutes since its enactment more than a century ago

. Id

. {¶ 38} R.C. 5705.41(D)(1) qualifies a political subdivision’s authority to “make any contract * * * involving the expenditure of mon ey” by requiring it to attach to any such contract a fiscal certificate

. In this case, t he Eighth District held
that the parties’ agreement was not subject to that requirement , because the agreement did not involve an expenditure of money

. It reasoned that the agreement “provide[d] for the sharing of tax revenue: obtaining funds, not spending funds .”
2020

- Ohio

- 4459, 158 N.E.3d 906, at ¶ 51. It explained , “ T he collection of tax revenue is used to cover the expenditure of funds; it is not an e xpenditure itself.”
Id. {¶ 39} W arrensville Heights contends that the court of appeals incorrec tly , and too narrowly, construed the term “ expenditure

. ” It maintains that the agreement necessarily involved an expenditure of funds because Beachwood would benefit monetarily from its enforcement. I n support of its broad understanding of “expenditure,” Warrensville Heights unpersuasively c it es unrelated statutes that
define t he term elsewhere in the Revised Code

. B ut those definitions do not apply

to R.C. Chapter 5705 , which does not define “ expenditure

. ” {¶ 40} This court has held that R.C. 5705.41 applies to contracts that require a political subdivision to spend public money. St. Marys , 115 Ohio St.3d 387,
2007

- Ohio

- 5026, 875 N.E.2d 561, at ¶ 49. That holding is consistent with the ordinary meaning of “expenditure ” as “the act or process of expending” andS UPREME C OURT OF O HIO

16 “something that is expended : disbursement, expense , ” We bster’s Third New International Dictionary 800 ; s ee also Black’s Law Dictionary 723 (11th Ed.2019) (defining “expenditure” as “[t]he act or process of spending or using money” or “[a] sum paid out”). {¶ 41} T he parties’ agreement does not require Warrensvil le Hei ghts to expend money ; it simply allocates the collectable tax revenue between the two districts. To “ collect” is the opposite of to “expend.” See https://www.thesaurus.com/browse/expend (accessed Apr. 20, 2022) [https://perma.cc/K9ZX

- 84LX]

. Warrensville Heights ’s agreement that it would
be entitled to collect only 70 percent of the tax revenue generated from relevant portions of the Chagrin Highlands territory does not establish that it would be required to expend t he other 30 percent , which is to be diverted to Beachwood. The plain language of the agreement reveals an effort to remove any obligation for Warrensville Heights to make direct payments to Beachwood, as well as the parties’ anticipat ion that the county treasurer would pay the agreed

- on percentages o f the tax revenue directly to the two districts. Although the agreement does describe a process by which Warrensville Heights would transfer collected tax revenue to Beachwood, that proces s is to appl y only if the county auditor or treasurer refuses to make the agreed

- on distributions. The Eighth District correct ly character iz ed t he agreement as concern ing the collection of revenue , not an expenditure of revenue , even if the tax revenue earmarked for Beachwood first passes through Warre nsville Heights’s treasury as an intermediary on its way to its rightful recipient

. Because
the agreement d oes not involve an expenditure of money , it is not subject to R.C. 5705.41(D)(1). {¶ 42} Warrensville Heights next argues that even if the agreement is not subject to R.C. 5705.41, it is unenforceable because it did not comply with R.C.
5705.412

. The Eighth District concluded that R.C. 5705.412 is inapplica ble basedJanuary Term, 2022

17 on it s determination that R.C. 5 705.412 , like R.C. 5705.41, applies only to agreement s that requ ire an expenditure of money. {¶ 43} Warrensville Heights maintains that the applicable version of R.C. 5705.412 required the attachment of a fiscal certificate when a school district

“ ‘ ma[d]e any contract, ’ ” whether or not the contract called for an expenditure of
funds. ( Emphasis and brackets added.) Warrensville Heights’s brief
, quoting former R.C. 5705.412, Sub.S.B. No. 257, 143 Ohio Laws, Part I, at 1288

. “Read naturally, the word ‘any’ has an expansive meaning.” United States v. Gonzales , 520 U.S. 1, 5, 117 S.Ct. 1032, 137 L.Ed.2d 132 (1997). For example, i n Ali v. Fed.
Bur

. of Prisons , 552 U.S. 214, 220, 128 S.Ct. 831, 169 L.Ed.2d 680 (200 8), the Supreme Court read “any” in a statutory reference to “any other law enforcement officer” as naturally meaning “law enforcement officers of whatever kind.” But it
also noted that “other circumstances may counteract the effect of exp a nsive
modifier s , ” like “any.” Id. at fn. 4

. {¶ 44} To determin e the scope of R.C. 5705.412, we must read the statutory language in context. See Mahoning Educational Assn. of Dev

. Disabilities , 137 Ohio St.3d 257, 2013

- Ohio

- 4654, 998 N.E.2d 1124, at ¶ 15 ; United Stat es v. Alvarez

- Sanchez , 511 U.S. 350 , 357, 114 S.Ct. 1599, 128 L.Ed.2d 319 (1994) (“We
believe respondent errs in placing dispositive weight on the broad statutory reference to ‘any’ law enforcement officer or agency without considering the rest of the statute”). {¶ 45} T he context here supports the Eighth District’s reading of R.C.
5705.412 as appl ying o nly to contracts that involve an expenditure of money. First, consistent with the purpose of preventing political subdivisions from incurring debt beyond their ordinary sources of revenue, the certification required under R.C.
5705.412 addresses a school district’s ability to satisfy its financial commitments while maintaining an adequate educational program

. T he consequence for fail ing to attach a fiscal certificate when required under R.C. 5705.412 is that the contractS UPREME C OURT OF O HIO

18 “shall be void
, and no payment of any amount due thereon shall be made .” (Emphasis added.) This emphasis on rejecting a duty to pay suggests that R.C.
5705.412 addresses contracts that require a payment of money. Indeed , this reading
of t he phrase “make any contract” in former R.C. 5705 .412 aligns with the other
actions that the statute prohibits a school district from doing without first obtaining
a fiscal certificate. Each of t h ose other actions

— “adopt [ing] any appropriation measure,” “giv [ing] any order involving the expenditure of money,” and

“ increas[ing] during any school year any wage or salary schedule , ” former R.C. 5705.412, Sub.S.B. No. 257, 143 Ohio Laws, Part I, at 1288

— involve s a commitment to spend money

. {¶ 46} Although not binding on this court, t he federal district court’s reasoning in Tri

- County undercuts Warrensville Heights’s argument that former R.C. 5705.412 applies , without limitation, to every contract made by a school
district

. The school board i n Tri

- County c ontra cted with t he McGuire & Shook Corporation and one of its employees to assess the school district’s needs with respect to the construct ion of new school facilities. F unds to pay McGuire & Shook
were to be drawn from the p roceeds of a bond issue and funds received from the
State School Building Assistance Fund , all of which were kept separate from other
school

- district funds

. The district court held that a R.C. 5705.412 fiscal certificat e

was not required , even though the contract undisputedly required the school district to expend funds, because the funds to satisfy the district’s contractual obligations

w ere not to com e from the district’s ordinary operating revenue

. It relied on the
fact that R.C. 5705.412 does not cont ain the following language that is in R.C.
5705.41 : “ ‘ [ m]oney to be derived from the lawfully authorized bonds sold and in the process of delivery shall for the purpose of this section be deemed in the treasury and in the appropriate fund. ’ ” Tri

- County , 748 F.Supp. at 548, quoting a former
version of R.C. 5705.41 (similar language is contained in subsection (E) of the current version of R.C. 5705.41)

. The court reasoned from th e absence of thatJanuary Term, 2022

19 language in R.C. 5705.412 that “the Ohio legislature intended to omit the requirement of certification on contracts by school boards, where the funds to pay for same would come from bond levy proceeds which would not disturb the operating revenues of the school district.” Tri

- County a t 549. Under those
circumstances , it stated, “certification would neither be relevant nor necessary

. ” Id.
at 550

. {¶ 47} Although for different reasons than those in Tri

- County , c ertification
under former R.C. 5705.412 was likewise neither relevant nor necessar y here.
When applicable, former R.C. 5705.412 requires certification that

t he school district has in effect for the remainder of the fiscal year and the succeeding fiscal year the authorization to levy taxes * * * which, when combined with the es timated revenue from all other

sources * * * , are sufficient to provide the operating revenues necessary to enable the district to operate an adequate education
program for * * * the current fiscal year and * * * the succeeding fiscal year

.

Sub.S.B. No. 2 57, 143 Ohio Laws, Part I, at 1288

- 1289

. {¶ 48} The information contained in a fiscal certificate has no relevance to

a contract that does not require the school district to spend money; th us, it would
make no sense to read the statute to require a school district to attach a fiscal
certificate in those circumstances

. What would be the point of a fiscal certificate, for example, if a school district contract s to place an advertisement for a local pizza shop on its football stadium in exchange for a payment of money ? Notably, no Ohio appellate court has applied R.C. 5705.412 to invalidate a contractual obligation that did not call for an expenditure of money. Moreover , n either party
here has suggested that when the parties executed t he ir agreement in 1997, theS UPREME C OURT OF O HIO

20 agreement had the potential to a ffect Warrensville Heights’s revenue stream or its ability to operate an adequate education al program in th e current or succeeding fiscal year

. The revenue

- sharing arrangem ent w as to take effect when the
cumulative value of propert ies within the Chagrin Highlands territory exceeded an agreed

- on threshold valu e, and Beachwood has not claimed that it was entitle d to tax revenue for any year prior to 2012

— many years after the parties executed their agreement

. Again , the information that is statutorily required in a fiscal certificate is irrelevant to the circumstances presented by the parties’ agreement. {¶ 49} For these rea sons, we conclude that neither former R.C. 5705.41 nor
former R.C. 5705.412 required that the parties’ agreement contain a fiscal
certificate. This court will not decide the applicability of political

- subdivision immunity in the first instance {¶ 50} Having concluded that the 1997 agreement between Warrensville Heights a nd Beachwood is valid and enforceable, we now turn to Warrensville Heights’s final proposition of law , which relates to Beachwood’s claims for promissory estoppel, unjust enrichment, fraud , and conversion. Warrensville Heights maintains that the court of appeals erred by reversing the trial court’s
dismissal of those claims , and it asks th is court to hold that R.C. Chapter 2744
cloaks it with immunity for tort claims arisi ng out of the negoti ated agreement to share tax revenue. {¶ 51} In its motion for summary judgmen t, Warrensville Heights argued that it was entitled to judgment as a matter of law on Beachwood’s promissory

estoppel, unjust

- enrichment, conversion, and fraud claims , in part because it was immune from liability under R.C. Chapter 2744. But n either the trial court nor the court of appeals address ed the merits of Warrensville Heights’s immunity claim

. After conclud ing that the pa rties lacked authority to contract without the state board’s approval , t he trial court stated only , “ [T] he court finds no valid contractJanuary Term, 2022

21 was formed and [Beachwood’s] remaining counts for promissory estoppel, unjust enrichment, conversion, and fraud fail.” T he n, the c ourt of a ppeals stat ed that the
sole issue on appeal was whether the parties’ agreement was valid and enforceable

. B y concluding that the agreement was enforceable , the court rejected the sole basis
for the trial court’s ent ry of summary judgment on Beach wood’s non contract claims

. I t therefore reversed that judgment and remanded the matter for the trial court to adjudicate those claim s. Because neither the trial court nor the court of appeals has conducted an y analysis of Warrensville Heights’s immunity argument,

w e decline to do so for the first time here

. T hose are issues for the trial court to
determine on remand

. Conclusion {¶ 52} The 1997 agreement to share tax revenue in lieu of a transfer of the Chagrin Highlands territory from the Warrensville Heights City School District to the Beachwood City School District

— an agreement unanimously adopted by both
school boards

—

require d n either approval from the s tate b oard of e ducation pursuant to R.C. 3311.06 n or a fiscal certificate under either former R.C. 5705.41

or former R.C. 5705.412. W e therefore affirm the judgment of the Eighth District Court of Appeals , and we remand this matter to the Cuyahoga County Court of Common Pleas for further proceedings consist ent with this opinion

. Judgment affirmed
and cause remanded to the trial court

. K ENNEDY , D E W INE , and D ONNELLY , JJ., concur.
F ISCHER , J., dissents, with an opinion.
S TEWART , J., dissents, with an opinion joined by B RUNNER , J.

_________________S UPREME C OURT OF O HIO

22 F ISCHER , J., dissenting. {¶ 53} I respectfully dissent. I agree with the majority opinion that the plain language of former R.C. 3311.06 requires an actual transfer of school

- district territory for the statute to apply. However, I disagree with the majority opi nion’s interpretation of former R.C. 5705.412 and its conclusion that former R.C. 5705.412 does not apply to this case because the statute governs only school

- district

contracts that involve an expenditure. I would hold that former R.C. 5705.412
governs a ny contract entered into by school districts, especially those involving money, and that an expenditure under the contract is not required for the statute to apply . Therefore, I would hold that former R.C. 5705.412 applies to the contract between appellan t, Warrensville Heights City School District Board of Education (“Warrenville Heights”), and appellee, Beachwood City School District Board of Education (“Beachwood ”). Additionally, I would conclude that the contract between the parties is void pursuant t o former R.C. 570 5 .412 because of the parties’ failure to include the required fiscal certificate

.

F ormer R.C. 5705.412 is unambiguous and applies to any contract entered into by a school district {¶ 54} In upholding the contract between Warrensville Heights an d Beachwood, the majority opinion determines that former R.C. 5705.412 does not apply in this case because the statute applies only to school board contracts that involve an expenditure of money. But for the majority opinion to reach this conclusion, it i nserts words into the statute and construes the statute in a manner that is contrary to its plain language

. {¶ 55} We look to the plain language of a statute to determine the legislature’s intent. State v. Lowe , 112 Ohio St.3d 507, 2007

- Ohio

- 606, 861 N.E.2d
512 , ¶ 9. In reviewing the statute, we must give effect to the statutory language without deleting or inserting words. Bailey v. Republic Engineered Steels, Inc ., 91 Ohio St.3d 38, 39

- 40, 741 N.E.2d 121 (2001), citing Provident Bank v. Wood , 36January Term, 2022

23 Ohio St.2d 1 01, 105, 304 N.E.2d 378 (1973), and Cleveland Elec. Illum. Co. v.
Cleveland , 37 Ohio St.3d 50, 524 N.E.2d 441 (1988), paragraph three of the syllabus. And only when the statute is ambiguous do we look to legislative history and other factors to provide guidance. Dunbar v. State , 136 Ohio St.3d 181, 2013

- Ohio

- 2163, 992 N.E.2d 1111, ¶ 16

. {¶ 56} Former R.C. 5705.412 is unambiguous. A school distric t shall not (1) “adopt any appropriation measure,” (2) “ make any contract ,” (3) give any order involving the expenditure of money,” or (4) “increase during any school year any wage or salary schedule” without attaching a certificate signed by the treasurer and board of education. (Emphasis added.) Former R.C. 5705.412, Sub.S.B. No. 257, 143 Ohio Laws, Part I, 1272, 1288 . The phrase “make any contract” is broad and is not limited by any language requiring that the contract involve an expenditure or by any other language . Simply put, “any” means any. Watkins v. Dept. of Youth
Servs ., 143 Ohio St.3d 477, 2015

- Ohio

- 1776, 39 N.E.3d 1207, ¶ 16. Therefore, because the contract between Warrensville Heights and Beachwood is a contract
between two school distric ts, it plainly falls under former R.C. 5705.412

. {¶ 57} The majority opinion ignores the word “any” and inserts words into the statute that are not there. And not only does the majority opinion insert words into the statute, but it inserts words that the Gener al Assembly expressly included
in one item in the list of items at issue here and excluded from another item in that
list

. The interpretive canon expressio unius est exclusio alterius is instructive

. {¶ 58} “ ‘[T]he canon expressio unius est exclusio alterius does not apply to every statutory listing or grouping; it has force only when the items expressed are members of an “associated group or series,” justifying the inference that items not mentioned were excluded by deliberate choice, not inadvertenc e.’ ” (Brackets sic.) Summerville v. Forest Park , 128 Ohio St.3d 221, 2010

- Ohio

- 6280, 943 N.E.2d 522, ¶ 35, quoting Barnhart v. Peabody Coal Co ., 537 U.S. 149, 168, 123 S.Ct. 748, 154 L.Ed.2d 653 (2003), citing United States v. Vonn , 535 U.S. 55, 65,S UPREME C OURT OF O HIO

24 122 S.Ct. 1043, 152 L.Ed.2d 90 (2002). As the Supreme Court of the United States has explained in regard to the canon:

Just as statutory language suggesting exclusiveness is missing, so is that essential extrastatutory ingredient of an expression

- exclusion demonstration, the series of terms from which an omission bespeaks a negative implication. The canon depends on identifying a series of two or more terms or things that should be understood to go hand in hand, which is abridged in circumstances supporting a sensible inference that the term left out must have been
meant to be excluded.

Chevron U.S.A., Inc. v. Echazabal , 536 U.S. 73, 81, 122 S.Ct. 2045, 153 L.Ed.2d 82 (2002)

. {¶ 59} Here, we have a list of four actions that were valid only if a school
district first obtained a fiscal certificate. The General Assembly forbade the school district from “mak[ing] any contract” and “giv[ing] any order involving the expenditure of money ” without the required fiscal certificate. (Emphasis added.)
Former R.C. 5705.41 2, Sub.S.B. No. 257, 143 Ohio Laws, Part I, at 1288. The General Assembly’s inclusion of the expenditure language to limit one action, giving an order, but not the other action, making a contract, “support [s] a sensible
inference that the term left out mu st have been meant to be excluded,” see Chevron U.S.A., Inc. at 81 ; see also League of Women Voters of Ohio v. Ohio Redistricting
Comm. , 167 Ohio St.3d 255 , 2022

- Ohio

- 65, 192 N.E.3d___, ¶ 286 (Fischer, J., dissenting ). It logically follows that the Generally Assembly intended to limit only the scope of orders, not contracts, to those that involve expenditures of money. The phrase “make any contract” is quite clear

— it means “make any contract.” The phrase does not l imit the statute’s applicability to contracts that involve anJanuary Term, 2022

25 expenditure of money

— such limiting language is plainly absent . Thus, the canon of statutory construction expressio unius est exclusio alterius supports the
conclusion that former R.C. 5705.412 applies to the contract in this case. {¶ 60} Even if the phrase is read as “make a contract” instead of “make any contract,” in context with the rest of former R.C. 5705.412, the phrase cannot be construed as narrowly as the majority opinion construes it in this case. It is true that the other actions that require fiscal certificates, “adopt any appropriation measure,” “give any order involving the expenditure of money,” and “increase during any school year any wage or salary schedule” necessarily involve spendin g funds . But all these actions may be taken only after attaching a fiscal certificate that guarantees that the school district has the money, through levies and “revenue from all other sources available to the district,” to support the action taken. Form er R.C. 5705.412, Sub.S.B. No. 257, 143 Ohio Laws, Part I, at 1288

- 1289. Sure, that requirement implies that the four actions likely involve spending money. But the requirement may also involve actions that would limit the revenue stream that the
school district receives. Money is clearly the focus in former R.C. 5705.412, but whether that focus involves only spending money or whether it also involves making money and reallocating money is up for debate. At best, the statute required
that the contract i nvolve the management of money, not merely the expenditure of
money

. {¶ 61} Because the plain language of former R.C. 5705.412 applies to “any contract” made by a school district and the contract between Warrensville Heights and Beachwood involves the managemen t of money in the form of reallocating and disbursing tax revenues belonging to Warrensville Heights City School District to another school district, I would conclude that former R.C. 5705.412 applies in this
case and that a certificate as described in the statute was necessary for the contract
to be valid

. See former R.C. 5705.412, Sub.S.B. No. 257, 143 Ohio Laws, Part I,S UPREME C OURT OF O HIO

26 at 1288

- 1289 (a school

- district contract that is subject to the statute is void if it does not contain the required fis cal certificate)

. T hough obtaining a fiscal certificate in this circumstance might have been

difficult, that does not mean that one was not required {¶ 62} Beachwood argues that obtaining a certificate described in former R.C. 5705.412 would have been nearly i mpossible, but this perceived difficulty does not negate the plain language of the statute. One could argue that this perceived difficulty illustrates that former R.C. 570 5 .412 does not apply. But while there may be that one undesirable consequence of th is plain

- language interpretation, that consequence might be outweighed by other policy considerations, such as requiring oversight of the school districts’ management of financial resources and encouraging transparency. And given the Gener al Assembly’s cl ear intent to have the state board of education oversee the transfers of annexed territory between school districts, see former R.C. 3311.06,
Am .Sub.H.B. No. 152, 145 Ohio Laws, Part II, 3341, 3641 , and to ensure that money is managed appropriately by the school districts, see former R.C. 5705.41 and 5705.412, it seems rather odd for the General Assembly to have left such a large loophole for school districts to engage in the negotiation of tax revenues, educational benefits, and other matters with unfettered discretion and zero regulation

. C onclusion {¶ 63} Former R.C. 5705.412 applies to the contract between Warrensville Heights and Beachwood that required Beachwood to forgo transfer of the annexed territory to its district in exchange for Warrensville Height s ’s agreement to share

t he tax revenue from the annexed territory with Beachwood City School District

. But because there was no fiscal certificate, under former R.C. 5705.412, that contract between Warrensville Heights and Beachwood is void. Because theJanuary Term, 2022

27 majority opinion does no t apply this statute and remands the cause for the trial court to review the void contract, I respectfully dissent.

_________________ S TEWART , J., dissenting. {¶ 64} R.C. 3311.06 is a remedial statute. When the meanings of the terms in a remedial statute are in dispute, as they are here, those terms must be interpreted liberally to effectuate the statute’s objective. See R.C. 1.11. The remedial objective
of R.C. 331 1.06 is to protect the educational interests of school

- age children residing in a school district that has had part of its territory annexed to a city for municipal purposes when there is an attempt to transfer that territory to a school
district associate d with the annexing municipality. The statute realizes this goal by requiring that the affected school districts’ boards of education follow certain delineated procedures when a transfer request has been made and by requiring that
the state board of educa tion oversee the transfer

- request process. Because the entire purpose of R.C. 3311.06 is to protect schoolchildren’s educational interests, R.C. 3311.06 necessarily requires state

- board approval of a transfer of tax

- revenue funds flowing from a school dis trict’s request to transfer annexed territory, even if no transfer of territory occurs. Any other interpretation of the statute has the potential of harming children’s educational interests by permitting the diversion of tax

revenue funds to another schoo l district, without any neutral and detached oversight from the state board of education. Accordingly, I dissent

. R .C. 3311.06 must be liberally construed to effectuate its purpose {¶ 65} A remedial statute is designed to correct an existing law, redress an

ex isting grievance, or introduce regulations conducive to the public good. 50 American Jurisprudence, Statutes, Section 15, at 34 (1944). Remedial laws also include laws that are procedural in nature. State ex rel. Slaughter v. Indus. Comm. , 132 Ohio St. 537, 543

- 544, 9 N.E.2d 505 (1937), quoting Miami Cty. v. Dayton , 92 Ohio St. 215, 219, 110 N.E. 726 (1915) (“ ‘A statute undertaking to provide a ruleS UPREME C OURT OF O HIO

28 of practice, a course of procedure, or a method of review, is in its very nature and

essence a remedial statute’ ”). Importantly, the Ohio General Assembly has made clear that “[r]emedial laws and all proceedings under them shall be liberally construed in order to promote their object and assist the parties in obtaining justice.”
R.C. 1.11. {¶ 66} There can be no doubt that R.C. 3311.06 is a remedial law, as it delineates the procedures for requesting and obtaining a transfer of school

- district territory and the related division of funds. But the statute is also remedial because it is designed to protect the educational interests of schoolchildren affected by a transfer of territory or funds. This design can be seen in R.C. 3311.06(C)(2), which requires, now and as it existed in 1997 when the agreement between the school boards was executed, that a schoo l district seeking transfer of annexed territory engage in good

- faith negotiations over the terms of the transfer with the school district subject to losing territory. It can also be seen in R.C. 3311.06(D), which requires, as it did in 1997, that the sta te board of education adopt specific rules governing the negotiations that will encourage the realization of the following goals: (1) a discussion by the districts of the educational needs of the students in each district, (2) the educational, financial, a nd territorial stability of each district, and (3) the assurance of appropriate educational programs, services, and opportunities for the students in each district. Indeed, this court has acknowledged
the remedial nature of R.C. 3311.06 in the past, when it indicated that there was solid ground in the Ohio Constitution for the following statement:

“The entire l egislation regulating school districts, and especially that part regulating the establishment of public school districts in territory annexed to a city, is indeed remedial. * * * The entire matter is subject to legislative control ; and legislation treating theseJanuary Term, 2022

29 problems is remedial in the sense that it is directed solely to the advancement of the public welfare .”

(Emphasis added.) State ex rel. Worthington Exempted School Dist. Bd. of Edn. v. Columbus City School Dist. Bd. of Edn. , 172 Ohio St. 237, 239

- 240, 175 N.E.2d 91 (1961), quoting Bohley v. Patry , 107 Ohio App. 345, 348

- 349, 159 N.E.2d 252 (9th Dist.1958). {¶ 67} Because R.C. 3311.06 is remedial in nature, if it is ambiguous, this court must interpret it liberally to effectuate its purpose. And in this case, the phrase “incident []to” is ambiguous

. {¶ 68} As we have previously explained:

To determine the plain meaning of a statute, a court relies on the definitions provided by the legislative body, because a “definition by the average man or even by the ordinary dictionary with its studied enumeration of subtle shades of meaning is not a substitute for the definition set before us by the lawmakers wit h instructions to apply it to the exclusion of all others.” Fox v. Std. Oil Co. of New Jersey , 294 U.S. 87, 96, 55 S.Ct. 333, 79 L.Ed. 780 (1935). When a term is not defined in the statute, we use the term’s plain and ordinary meaning. Brecksville v. Co ok , 75 Ohio St.3d 53, 56, 661 N.E.2d 706 (1996). And “[i]n ascertaining the plain meaning of the statute, the court must look to the particular statutory language at issue, as well as the language and design of the statute as a whole.” K Mart Corp. v. Ca rtier, Inc. , 486 U.S. 281, 291, 108 S.C. 1811, 100 L.Ed.2d 313 (1988).S UPREME C OURT OF O HIO

30 State v. Turner , 163 Ohio St.3d 421, 2020

- Ohio

- 6773, 170 N.E.3d 842, ¶ 18. As with statutory terms, the terms in administrative rules are also to be given their plain and ordinary mea ning. State ex rel. Richmond v. Indus. Comm. , 139 Ohio St.3d 157, 2014

- Ohio

- 1604, 10 N.E.3d 683, ¶ 28. {¶ 69} The majority opinion holds that R.C. 3311.06, as it existed in 1997, required state

- board approval of tax

- revenue sharing only when one school district’ s territory was actually transferred to another school district. The majority reaches this conclusion primarily by turning to a dictionary to define the term “incident,” since it is not defined in the statute. However, in relying on its dictionary defini tion of “incident,” the majority ignores other important aspects of R.C. 3311.06 and its corresponding administrative regulations that indicate that the phrase “incident []to” involves not only situations in which an actual transfer of property occurred bu t also situations in which there was an initiation of a request to transfer property. Compare, for example, R.C. 3311.06(G) and (I). The first sentence of R.C. 3311.06(G) states:

In the event territory is transferred from one school district

to another under this section, an equitable division of the funds and
indebtedness between the districts involved shall be made under the supervision of the state board of education and that board’s decision
shall be final.

This sentence makes clear that whe n there is an actual transfer of territory there necessarily will be an accompanying division of funds and indebtedness between the districts and that this process must be overseen by the state board. On the other hand, R.C. 3311.06(I) states that “[n]o t ransfer of school district territory or division of funds and indebtedness incident thereto, pursuant to the annexation of territory to a city or village shall be completed in any other manner than thatJanuary Term, 2022

31 prescribed by this section.” (Emphasis added.) It m akes little sense for the legislature to use the disjunctive word “or” in R.C. 3311.06(I) when an equitable division of funds and indebtedness is already an inevitable aspect of a transfer of territory, see R.C. 3311.06(G), unless “incident []to” contemplates agreements resulting in division of funds and indebtedness that exist outside of an actual transfer of territory. If “incident []to” means only with regard to a transfer of territory, then the legislature would have simply used the conjunctiv e word “and” in R.C. 3311.06(I). {¶ 70} Similarly, it is clear from the administrative regulations corresponding to R.C. 3311.06 that the statute does not contemplate only transfers that are a fait accompli. The administrative

- code sections, for example, apply t o “request[s]” and “petition[s]” to transfer as well as consummated transfers. Ohio
Adm.Code 3301

- 89

- 01(A). Such requests or petitions, as well as any eventual agreement on the matters in question, are to be sent to the state board of education, “with re asonable dispatch,” for the state board’s review and determination whether negotiations were held in good faith. Ohio Adm.Code 3301

- 89

- 01(D). Moreover, the agreement in this case included provisions regarding (1) tax

- revenue sharing, (2) the period of ti me during which no revenue sharing would take place as the annexed territory increased in value, and (3) cooperative programs between the districts. Those terms are exactly the same terms contemplated as agreement terms
under the administrative rules corr esponding to R.C. 3311.06. Ohio Adm.Code
3301

- 89

- 04(C)(1), (2), and (4). Thus, the statutory scheme of R.C. 3311.06 and the regulatory scheme corresponding to the statute are broad enough to encompass both actual transfers and attempts to transfer territ ory brought about by the filing of a request to transfer with the state board and should be interpreted as such to effectuate the statute’s remedial purpose of protecting the educational interests of
school

- age children

.S UPREME C OURT OF O HIO

32 {¶ 71} With regard to R.C. 3311.06’s goa l of protecting the educational interests of children, it is also useful to compare what a district

- territory

- transfer agreement is meant to accomplish and what the agreement in this case accomplishes. The agreement requires the Beachwood City School Dist rict to cease and desist all attempts to transfer the territory to its district. However, the agreement also requires Warrensville Heights City School District to share tax revenue from the annexed territory with the Beachwood City School District. And

a lthough the agreement does not require the Beachwood City School District to offer full enrollment to children within the annexed territory, the agreement does require Beachwood to cooperate in “joint educational programs and activities
which will be of be nefit to both School Districts.” These two aspects of the agreement embody the same important matters that require state

- board oversight and approval when there is a transfer of territory

— a change of tax

- revenue and
educational

- service obligations

— and are specifically contemplated as terms of a transfer agreement in Ohio Adm.Code 3301

- 89

- 04(C)(1) and (2). Moreover, the agreement includes no termination date and provides that it may be terminated only by written agreement of both parties. In short, althou gh the agreement does not
transfer school

- district territory, the agreement accomplishes the same types of perpetual changes to essential aspects of the districts’ educational systems that would occur with a transfer of territory. The majority opinion’s i nterpretation of the statute allows these important and perpetual changes to happen without any neutral and detached oversight from the state board of education, even though the majority acknowledges that these changes would have required state

- board
appro val had territory actually transferred. Furthermore, the majority opinion’s interpretation of the statute allows it to be used in a way that was never intended

— as a carrot

- and

- stick method of negotiation whereby one school district can take advantage of a nother by filing an application to transfer territory solely as a means of inducing or forcing another school district into a settlement that results in theJanuary Term, 2022

33 withdrawal of the application. It is easy to see how a school district subject to losing its terri tory may enter into a settlement agreement simply to guarantee that no transfer of territory occurs, even if that agreement is highly unfavorable to the school district and its students and thus would not have been approved by the state
board. As the diss enting opinion in the court of appeals aptly notes, such an interpretation allows “a school district to petition for annexation to induce the affected district to enter into an agreement that does not comply with the legislative intent and statutory purpos es, policies, and history and does not protect the welfare of the students.” 2020

- Ohio

- 4459, 158 N.E.3d 906, ¶ 95 (Laster Mays, J., dissenting)

. {¶ 72} Had the state board reviewed this matter, it would have done so “with primary consideration given to the pr esent and ultimate good of the pupils in the affected districts.” Ohio Adm.Code 3301

- 89

- 01(F); Bartchy v. State Bd. of Edn., 120 Ohio St.3d 205, 2008

- Ohio

- 4826, 897 N.E.2d 1096, ¶ 45 (plurality opinion) (noting that Ohio Adm.Code 3301

- 89

- 01 sets forth the general policies of the state board regarding requests for territory transfers, including that the primary merit consideration is the good of the pupils involved). In reviewing the language of R.C. 3311.06 and its related regulatory scheme, it seems appa rent that the state board should have had an opportunity to consider the terms of the agreement at issue in this case and approve or disapprove it accordingly. For the foregoing reasons, I would reverse the judgment of the court of appeals and hold that t he agreement between the school districts is not valid as it was not formed in compliance with R.C. 3311.06.
B RUNNER , J., concurs in the foregoing opinion.

_________________ Reminger Co., L.P.A ., Holly Marie Wilson, Brian D. Sullivan, and Aaren R. Host; an d Brindza McIntyre & Seed, L.L. P. , and Daniel McIntyre, for appellee.S UPREME C OURT OF O HIO

34 Pepple & Waggoner, Ltd., Christian M. Williams, Donna M. Andrew, and Brian J. DeSantis; and Taft Stettinius & Hollister, L. L. P., Thomas J. Lee, Adrian D. Thompson, Aaron M. Herzig, and B rian A. Morris, for appellant.

_________________