Posted on 04/22/2023 12:26:08 PM PDT by lasereye
The first round of the “Florida and Gov. Ron DeSantis v. The Walt Disney Company” fight, held last spring, ended in a clear DeSantis victory and Disney defeat. Following Disney’s vocal opposition to Florida’s commonsense Parental Rights in Education Act, misleadingly dubbed the “Don’t Say Gay” bill, Florida passed a law to abolish the Reedy Creek Improvement District, which in 1967 incentivized Disney’s initial planting of a flag in Central Florida by giving the corporation unparalleled government-like powers over basic municipal services such as zoning, building codes, and waste treatment.
Disney thus paid the price for coming out in favor of indoctrinating impressionable kindergarteners in vogue gender ideology and queer theory by having its gratuitous, extra-legal corporate welfare rescinded, putting it on an equal playing field with every other corporation operating in the state of Florida.
Not content to merely get smacked around once, apparently, Disney under former and since-reinstated CEO Bob Iger has opted to attempt a not-so-clever end-around that would thwart the will of Floridians, as represented by the Florida Legislature, and entrench Disney’s peculiar legal arrangement in Central Florida for another 30 years. Try as Disney might, the forthcoming result will be a familiar one: Florida and DeSantis are going to win again, and Disney is going to lose again.
On February 10, Florida passed HB 9B, which formally superseded the Disney-dominated Reedy Creek Improvement District with the Central Florida Tourism Oversight District. The practical effect was to replace the old board’s five Disney-controlled members with the new board’s five DeSantis-appointed members. The new board went into effect on February 27.
So far, so good.
But, as it turns out, the outgoing Reedy Creek Improvement District board, in the final lead-up to HB 9B’s passage into law, purported to enter into a binding development agreement with Disney. The purported contract would explicitly give full control over zoning, building development rights, and other areas to Disney for another 30 years—thus going even further than the already favorable treatment Disney enjoyed under the Reedy Creek Improvement District, and stripping the new Central Florida Tourism Oversight District of any meaningful regulatory teeth. In a comically self-serving move, the development agreement even mandates—surprise!—that the new district spend property tax revenue on roads to benefit Disney pet projects.
There is just one glaring problem with the purported development agreement between the outgoing Reedy Creek Improvement District board and The Walt Disney Company: It is a blatantly illegal contract. The purported development agreement flouted the normal procedural mechanisms that regulate such governmental activity in Florida, and also violated some of the most rudimentary principles of contract law that every first-year law student in America learns in contracts class.
First, as a purported contract, the development agreement between Disney and the outgoing board requires “consideration” by both contracting parties; in other words, each side would need to make some sort of promise, or vow some sort of specific action, with respect to the counterparty. This purported development agreement, which was rushed through last-minute in ham-fisted fashion, lacks consideration, perhaps the most basic element in all of contract law: Here, the outgoing board purported to give Disney everything, but it received nothing in return. Absent consideration, the purported development agreement was void ab initio.
Second, under Florida’s well-known, powerful Sunshine Law, a local government must comply with certain notice requirements for residents in order for the matters addressed at a government’s board meeting to be valid and binding. Public notice of a meeting is mandatory under Florida law; and specifically, for an action of this sort to be binding, notice of the underlying meeting must be mailed to local property owners. Disney and the outgoing board simply did not do that; they rushed their first public board meeting on the development agreement on January 25, and their second meeting on February 8, in their sloppy attempt to thwart at the last minute the Florida legislature and the will of the Florida people. Unfortunately for Disney, Florida courts have consistently held that when the Sunshine Law is violated, a purported governmental action is void ab initio.
Third, the Florida Constitution specifically stipulates that new revenue-raising measured based on ad valorem (i.e., proportional) taxation, which the purported development agreement entailed, can only be ratified via a direct referendum of a district. That condition was also not met here; rather, in another comically self-dealing move for Disney, the purported development agreement contained a provision that the district “shall fund” certain Disney prerogatives. This, too, is blatantly illegal.
Finally, the purported development agreement violates yet another basic tenet of contract law: that a contract not be procedurally or substantively “unconscionable.” In fact, the purported development agreement is both.
It is procedurally unconscionable because the very nature of private Disney lawyers “negotiating” with the Reedy Creek Improvement District’s outside counsel and drafting statements for a public hearing is blatantly self-dealing conduct; one source with close knowledge tells me that Disney’s lawyer, in the lead-up to the outgoing board’s two hearings, candidly confessed that the “optics look bad” for his name to be on the contract as the drafter, suggesting instead that the outgoing district’s counsel have his name listed notwithstanding the obvious falsity. And the purported development agreement is substantively unconscionable because the entire purpose of this charade is to evade the will of the people of Florida, whose duly elected representatives wanted to replace the Disney-dominated Reedy Creek Improvement District board with the DeSantis-selected Central Florida Tourism Oversight District board.
Earlier this week, DeSantis announced that the Republican-dominated Florida Legislature, which is now nearing the end of its legislative session, would look to formally override and nullify the purported development agreement. That is certainly proper, and such action is well within the legitimate ambit of the Florida Legislature’s authority. But it is important to also recognize that Disney’s farcical attempt to avoid its well-deserved fate was, and remains, blatantly illegal on its face.
One way or another, Mickey Mouse the groomer is going to lose again to Ron DeSantis and the free state of Florida.
Umm so far they haven’t lost to him yet. They got rid of the expenses of the special zone, but still have the power. And more importantly they made him look weak, dumb and petty.
Never bet against The Mouse.
What I don’t understand is why does Trump keep attacking DeSantis for doing the right thing here? He comes across as if he’s backing the groomers. He needs to fix his message on this or he will lose votes and we can’t afford for him to lose any votes right now because you know the deep state is all in on cheating.
They did lose to him. The whole reason they tried this illegal contract scheme is because they lost.
Disney has entire high profile law firms dedicated to one thing: Disney. I think this will be in the courts for years. Perhaps even long enough to wait out DeSantis last term in the governors office.
CC
It’s a mouse for a reason, not a man. Hide and watch.
No they didn’t. He took far too long to make good on his promise, giving them the easy ability to end around him. So now they have all the benefits and none of the costs. And it will take years for a legal challenge to this probably quite legal contract to go wind through the courts. And it will be in effect that entire time. And DeSantis will be out long before then, and his replacement will probably give up. He should have never said what he was going to do, his only chance was to sneak up on them.
No hiding. Been watching for DECADES.
Disney
never
loses
Yeah I thought they’d challenge him in court before the change. As always Disney is far sneakier and smarter than even I give them credit for. The poison pilled him and forced him to take them to court. And just bet that the next round of AG and Governor elections will feature candidates who want to “end their costly and very personal legal battle with Disney”.
No, the analysis is correct on the law, with additional legal arguments also possible based on apparent ethical misconduct by Disney and the prior Reedy Creek Commissioners whom they controlled. In addition, the State of Florida has a wide range of other options that would make Disney pay hard for what they have done. With most state judges now being GOP appointees, the Mouse is headed for a painful and expensive experience in court.
good post. groomers lose in FL again.
thx Gov. Ron!
It will still take YEARS of legal battle to over turn it.
DeSantis telegraphed his punch
Disney got around it
He lost
And if he goes to court over it just that fact alone will lose again. Every single time the court fight hits TV and reminds Floridians how much they’re spending on this fight he will lose AGAIN. The Mouse isn’t worried about spending money in court. Huge corporations like that are in court all the time. Somebody is either trying to get from them, or they’re shutting something down. They pay their legal chief 15 million. That ain’t for looking pretty. That’s for kicking butt. All the time. Every day.
He screwed up.
An illegal contract is NOT an easy end-round. In fact it’s not an end-round at all.
Sorry but you’re wrong. And when this is still in court 2 years from now you’ll see that. It very much was an easy end around.
Really? Even pretending you’re right and it takes 2 years. That is still a win over the 30 years Disney wanted.
But it won’t be 2 years. DeSantis is the one gov that is doing great and winning. There is no denying that.
For heaven’s sake, Disney, just quit with the WOKE sh1t. It isn’t worth it.
What would Walt say?
Yes really. I didn’t say it will be over in 2 years. I said it will still be GOING ON in 2 years. It will be over when whoever replaced DeSantis gives up.
DeSantis has done some winning. But on this one he lost. Completely and totally. He talked too much, he took too long, he lost. And anybody denying that isn’t thinking.
I'd bet on DeSantis before I'd bet groomer mouse.
(and lots of folks aren't drinking Bud Light either...)
Or that means they know they’re going to be in a protracted legal battle and good PR will go a long way in getting the people of Florida to be tired of the fight and elect people who will promise to drop the case.
So you also got to admit Trump lost as well with all his terrible picks. Like Sessions, Barr, Wray, etc..
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