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kindergarteners in vogue gender ideology and queer theory by having its gratuitous, extra-legal corporate welfare rescinded, putting it on an equal playing field with every other corporation operating in the state of Florida.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On February 10, Florida passed HB 9B, which formally superseded the Disney-dominated Reedy Creek Improvement District with the Central Florida Tourism Oversight District.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.
Florida has tons of amusement corporations. Disney is way too meddlesome.
Their brand is damaged: It represents and condones pedos.
Seize it. Bulldoze it.
Sell it to Sea World. Let them develop the property.
-For the children.
Why? Because it's the parents of the kind of kids who go to Disney who resent the crap out of sexual weirdos wanting access to their children.
If this was a bar or a real estate group wanting groomers to have access to children it wouldn't hurt their business that much.
more insider phony baloney, deals future revenues optics etc.
That’s not what Disney is fighting anymore. Their fight is that DeSantis took them on. Doesn’t matter why. This is Sicilian now. DeSantis said he was going to punish them, and he took too long, so they got around him.
Disney’s business is making money. Just like every other business.
Just close off all roads leading in. Claim that iguanas and gators are a risk. F** Disney. Close them down. They will quickly come round. Or, they go under. Win/win either way.
Time to destroy disney. I trust their leftist employees are hurt most.
Moreover, there is another dimension to the controversy that is little commented on so far. For Disney, rail-based mass transit long caused nightmares due to its potential to divert visitors from their parks. For that reason, Disney successfully opposed local mass transit in the form of light rail and a potential local MAGLEV line.
Now though, local mass rail transit is established in central Florida and high-speed rail is developing rapidly in much of the state with an Orlando station to open in a few weeks. This poses the question of whether to link with or bypass Disney in new stations for upcoming expansions now being planned for both local and high speed rail.
Like a recalcitrant debutante who unwisely spent too many years rejecting suitors and is now desperate to marry, Disney suddenly wants in on mass transit lest they lose out to competitors like Universal Studios, Sea World, the Orange County Convention center, International Drive shopping outlets, and downtown Orlando. These venues and the nearby hotels that serve them are already linked into local mass transit or plans are being set to link them in because they are willing partners and geographically closer together than the relatively distant Disney World parks.
Thus, as mass transit and high speed rail connections are developed and passenger counts rise, visitors to Orlando will increasingly take high speed rail within Florida or fly into Orlando International and then ride local rail transit to non-Disney tourist and convention venues. Local car rental will be less and less needed. My reading of the new District and its powers is that they will have a key role in deciding whether high speed and local rail stations get built to serve Disney and other tourist venues and on what terms.
To be sure, that issue is complex with lots of moving parts, with various agencies and units of government able to veto stations or influence the financial conditions for stations at Disney and other tourist venues. My guess is that the mass transit issues will be at the core of settlement talks with the new District board and the other government entities.
In sum, what may look like a master legal stroke by Disney is actually a chancy move by a company that is holding a weak hand in a game with billions of dollars at stake.
<>Never bet against The Mouse.<>
Avoid embarrassment.
Never post without reading the article.
But they DO NOT presumptively have full power. And very much will be enjoined by the courts based on a contract that probably has precedent, in Florida even.
Remember America was built on the concept of limited government. There’s all kinds of stuff governments can’t do. In some areas they’re more restricted than others.
I wouldn’t say master stroke by Disney. I’d say dumb move by DeSantis. Which they then short circuited in a way to maximize how dumb it made him look. And put it all into a situation they can drag out in courts for years, and use to campaign against many state officials through that whole time. Impressive, but not masterful. Masterful would have settled behind closed doors and actually let DeSantis “win”. This was mean spirited. And funny. And will eventually win for them.
I read the article. They’re wrong. As I’ve pointed out to many. Avoid embarrassment never reply to an early post without reading the rest of the conversation.
Glad to know that you are siding with Cultural marxists.
I practiced law for many years and am unaware of any precedent for what Disney and the outgoing Reedy Creek Improvement District did. I do not see Florida’s courts enforcing such an irregular contract that is plainly contrary to public policy.
Okay, You don’t care about social issues. That still leaves constitutional and fiscal issues that the original Reedy Creek board can’t get around regardless of what you and Trump say.
WOW!
You sure seem to think you are the expert on this topic.
Hey discostu - why don’t you load up on Disney stock if you think they are such a winner.
For some reason Universal Studios stayed out of the headlines. I am not suggesting they are as pure as the driven snow. And their parent and affiliated companies produce and promote unwholesome stuff.
But Disney has a lot of really old stuff that needs to be updated.
I think Universal is very well-positioned to take business away from Disney over the next several years.
Excellent analysis. As you correctly point out, this will be argued in the courts for years to come. I don’t see Disney shutting down Disney World or moving it out of Florida, but what they can and likely will do, while this works its way through the court system, is make some very well publicized layoffs from some of their Florida operations, put expansion projects on hold, etc. and all the while making it known that such actions are a response to the ongoing litigation and the uncertainty it’s causing Disney over their future in Florida.
You have no idea what you’re talking about.
Hahahahahah. “The people will elect someone to end the Disney persecution”.
People in Florida love Desantis. They think of him along the lines of Tim Tebow.
Disney is going to be like abortion and guns and Bud Light. It’s now a symbol and they will be fighting an entity with taxing and regulatory power over any and ALL business they have.
Florida can slow roll “inspections” of restaurants, monorails, hotel parking, adequate drainage from golf courses and parks, water quality inspection, employee health codes, and on and on and on.
They can temporarily close roads, rides and restaurants until they’re able to pass inspection. They could make the roads in and out of Disney one lane toll roads. They could impart special taxes or fees to support Orlando Regional Medical Center and on and on. They could restrict trucks into and out of Disney by regulating which roads they can take and literally grind down the logistics of Disney to supply itself with anything.
Disney is going to win? Win what? The ability to stay in business legally? But only after Florida extracts it’s pound of gold and make it such a hassle to do profitable business.
Then there’s the property tax …. Hahahahahaha. The real 300 pound gorilla in the room. That is the nuclear option. All the properties will now have appraisal and amortization of late fees added to the mix from a hostile governing body.
It’s going to be the happiest of times for the Disney lawyers but maybe not so much for the stock holders or the homosexual grooming staff and corporate board.
Making things up in order to agree with your cult leader.
BWAAHGAHGAHA
Extra funny since you’re making things up.
Understand when I say “x is going to happen” doesn’t mean I want it. I’m just being honest. Disney always wins. Betting against Disney is a fools errand. DeSantis misplayed his hand. He’s losing to them. Not what I want, but those are the facts and denying them won’t make them not true.
I couldn’t care less about “Disney losing to DeSantis”.
I want to know if the bankers, the neocons, and the Deep State warmongers will lose to DeSantis - and I think I already have my answer.
Making things up in order to agree with your cult leader.
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