JUSTICE THOMAS delivered the judgment of the court, with
opinion. Justices Kilbride, Garman, Karmeier, and Neville
concurred in the judgment and opinion. Justice Theis
dissented, with opinion.
1 Wexford Health Sources, Inc. (Wexford), contracts with the
Illinois Department of Corrections (DOC) to provide medical
care to inmates. At issue is whether a settlement agreement
between Wexford and the estate of an inmate who died from
cancer is subject to the Freedom of Information Act (FOIA) (5
ILCS 140/1 et seq. (West 2014)). We hold that it is.
3 In August 2015, Bruce Rushton, a journalist for the
Illinois Times, sent the following records request to the
"All settlement agreements pertaining to claims and/or
lawsuits filed in connection with the death of Alfonso
Franco, a former inmate at Taylorville Correctional Center
who died from cancer in 2012. This request includes but is
not limited to settlement agreements involving any private
entities charged with providing health care to Mr. Franco,
including but not limited to Wexford Health Sources."
responded that it did not have a copy of the settlement
agreement but was attempting to obtain it from Wexford.
Wexford declined to turn over the settlement agreement to the
DOC, claiming that it was "confidential in nature."
In further conversations with the DOC, Wexford argued that
the settlement agreement was not a public record for purposes
4 The DOC's chief legal counsel wrote to Wexford that it
was required to provide the document to the DOC so that the
DOC s FOIA officer could review it. Wexford continued to
maintain that it was not required to give the settlement
agreement to the DOC but agreed to provide a redacted
version. The DOC responded that the settlement agreement was
a public record under section 7(2) of FOIA (id.
§ 7(2)) and renewed its request for an unredacted
version. The DOC told Wexford that, if the unredacted version
was not forthcoming, it would provide plaintiff with a copy
of the redacted version, along with an explanation that it
was not able to obtain the unredacted version. Wexford did
not provide the unredacted agreement, and the DOC gave
Rushton the redacted version.
5 In April 2017, Rushton and the Illinois Times filed a
complaint against the DOC, seeking an unredacted copy of the
settlement agreement. The Sangamon County circuit court
allowed Wexford to intervene in the lawsuit. The court later
ordered Wexford to provide an unredacted version of the
agreement to the court under seal.
6 Wexford moved for summary judgment. In its motion, Wexford
argued that the settlement agreement was not subject to FOIA.
Wexford cited section 7(2), which provides as follows:
"A public record that is not in the possession of a
public body but is in the possession of a party with whom the
agency has contracted to perform a governmental function on
behalf of the public body, and that directly relates to the
governmental function and is not otherwise exempt under this
Act, shall be considered a public record of the public body,
for purposes of this Act." Id.
argued that the settlement agreement did not "directly
relate" to the governmental function that it performs on
behalf of the DOC because it simply memorializes its
independent business decision to settle a legal claim.
Wexford pointed out that the settlement agreement did not
mention Franco's medical condition or the medical care
that Wexford provided to Franco. Alternatively, Wexford
argued that the redacted portions of the agreement were
exempt under various provisions of FOIA.
7 Plaintiffs also moved for summary judgment. In a memorandum
attached to their motion, plaintiffs argued that the
settlement agreement was a public record under section 7(2).
Plaintiffs explained that Wexford is clearly performing a
governmental function on behalf of the DOC when it provides
medical care to prisoners. Moreover, plaintiffs contended
that the settlement agreement directly relates to that
governmental function, as it is the settlement of a claim
that Wexford failed to perform its governmental function
properly. Plaintiffs further argued that none of the
exemptions raised in Wexford's motion to dismiss applied
to the settlement agreement.
8 Following a hearing, the trial court denied plaintiffs'
summary judgment motion and entered summary judgment for
Wexford. The court agreed with Wexford that the settlement
agreement is a business decision that is not directly related
to its provision of medical services for the DOC. Plaintiffs
had argued that the amount of the settlement agreement
affected taxpayers because the amount of the settlement would
impact any future contracts between Wexford and the DOC. The
trial court stated that this was a good policy argument but
that it was speculative and any such consequence was only an
indirect result of the settlement agreement.
9 Plaintiffs appealed, and the appellate court reversed. 2019
IL App (4th) 180206. The court first noted that FOIA is to be
liberally construed and that its exemptions are to be
narrowly construed. Id. ¶ 25. The court then
explained that this court had held in Better Government
Ass'n v. Illinois High School Ass 'n, 2017 IL
121124, ¶ 62, that the purpose of section 7(2) is to
ensure that governmental entities may not avoid disclosure
obligations by delegating their responsibilities to private
entities. 2019 IL App (4th) 180206, ¶ 26. The appellate
court declined to define the term" 'directly
relates.'" Id. ¶ 30. The court
explained that in Chicago Tribune v. College of Du
Page, 2017 IL App (2d) 160274, ¶ 48, the Second
District had declined to define the term "governmental
function" in section 7(2) because it was concerned that
any definition" 'might prove to be insufficiently
flexible.'" 2019 IL App (4th) 180206, ¶ 27
(quoting Chicago Tribune, 2017 IL App (2d) 160724,
¶ 48). For the same reason, the appellate court here
declined to define "directly relates." Id.
¶ 30. Rather, the court held that a court faced with an
issue of whether a document directly relates to a delegated
government function should conduct a fact-specific inquiry
while considering the term "directly relates" in
light of FOIA's liberal construction rule. Id.
The court then held that the Wexford settlement agreement
directly relates to the governmental function that it
performs for the DOC because it "involved the settling
of a claim arising out of its rendering of medical
care." Id. ¶ 33. Accordingly, the court
reversed the summary judgment for Wexford and remanded to the
trial court to consider the other issue raised in
Wexford's summary judgment motion: whether the redacted
portions of the settlement agreement were exempt under FOIA.
Id. ¶ 35.
10 We allowed Wexford's petition for leave to appeal.
Ill. S.Ct. R. 315 (eff. July 1, 2018).
12 In arguing that the settlement agreement is not subject to
disclosure, Wexford relies on two sections of FOIA. First,
Wexford contends that the settlement agreement is not a
"public record" under section 2.20 of FOIA (5 ILCS
140/2.20 (West 2014)). This section is titled
"Settlement and severance agreements" and provides
"[a]ll settlement agreements entered into by or on
behalf of a public body are public records subject to
inspection and copying by the public, provided that
information exempt from disclosure under Section 7 of this
Act may be redacted." Id.
notes that this section refers to public bodies and does not
say anything about settlement agreements of private
contractors. Alternatively, Wexford argues that the
settlement agreement does not "directly relate" to
the government function it performs for the DOC and is thus
not subject to disclosure under section 7(2).
13 This appeal arises from the resolution of cross-motions
for summary judgment. See 735 ILCS 5/2-1005 (West 2014). When
parties file cross-motions for summary judgment, they
mutually agree that there are no genuine issues of material
fact and that only a question of law is involved. Jones
v. Municipal Employees' Annuity & Benefit Fund,
2016 IL 119618, ¶ 26. Resolving this appeal requires us
to construe various provisions of FOIA. Accordingly, our
review is de novo. See Perry v. Department of
Financial & Professional Regulation, 2018 IL 122349,
¶ 30 ("The standard of review is de novo,
as this appeal presents an issue of statutory construction
and also because it arises from a summary judgment
14 When interpreting a statute, the court's primary
objective is to ascertain and give effect to the intent of
the legislature. Van Dyke v. White, 2019 IL 121452,
¶ 46. The most reliable indicator of legislative intent
is the statutory language, which must be given its plain and
ordinary meaning. Id. We consider the statute in its
entirety, keeping in mind the subject it addresses and the
apparent intent of the legislature in enacting it. People
ex rel. Madigan v. Wildermuth, 2017 IL 120763, ¶
17. Words and phrases should not be construed in isolation
but must be interpreted in light of other relevant provisions
of the statute. Id. No part of a statute should be
rendered meaningless or superfluous. Skaperdas v. Country
Casualty Insurance Co., 2015 IL 117021, ¶ 15.
15 The public policy behind FOIA is stated in its opening
"Pursuant to the fundamental philosophy of the American
constitutional form of government, it is declared to be the
public policy of the State of Illinois that all persons are
entitled to full and complete information regarding the
affairs of government and the official acts and policies of
those who represent them as public officials and public
employees consistent with the terms of this Act. Such access
is necessary to enable the people to fulfill their duties of
discussing public issues fully and freely, making informed
political judgments and monitoring government to ensure that
it is being conducted in the public interest.
The General Assembly hereby declares that it is the public
policy of the State of Illinois that access by all persons to
public records promotes the transparency and accountability
of public bodies at all levels of government. It is a
fundamental obligation of government to operate openly and
provide public records as expediently and ...