Let the fun and games begin - Reedy Creek (News)

Via courthousenews.com, here is Disney's new (8/17 at 1630) response and counter-suit in state court:

www.courthousenews.com/wp-content/uploads/2023/08/disney-counter-suit.pdf .

For those willing to look at the PDF, but short of time, affirmative defenses start on numbered page 26 and the counter-claim on page 31.  For those with even less time, I offer the following lay observations.

Leaving aside constitutional issues, many of which appear to track earlier Federal finings, a good deal of the argumentation appears in my lay eyes to hinge on the new district body being the successor of the old one, with the contracts entered by the old (including those of February 2023) being assumed by the new under a statute passed by the Florida Legislature.  Based on that, the second and fourth affirmative defenses roll out equitable estoppel and detrimental reliance, while the fifth invokes unclean hands and the sixth material misrepresentation on the part of the district, regardless of both subsequent district renaming and re-staffing and also a subsequent legislative attempt to void the February 2023 contract unilaterally, without due process.  Further to that view, the twelfth affirmative defense reads in total:

'Plaintiff cannot obtain relief on its claims because such relief would violate Plaintiff’s own enabling legislation, Fla. Laws ch. 2023-5, which states that “All lawful debts, bonds, obligations, contracts, franchises, promissory notes, audits, minutes, resolutions, and other undertakings of the Reedy Creek Improvement District are validated and shall continue to be valid and binding on the Central Florida Tourism Oversight District in accordance with their respective terms, conditions, and covenants.”  Both the Development Agreement and the Restrictive Covenants were ratified by the above enabling legislation, and other minutes and resolutions passed by Plaintiff.'

The counter-claim begins immediately thereafter.  Point #29 thereof is relevant to the comments above. 

Count VI is predicated on the Florida Constitution, which we out-of-staters learn has a "contracts clause", like the U.S. Constitution.  See pages 49-50.

Fans of "takings clause" arguments -- which we again learn may be made under the Florida Constitution, paralleling the U.S. Constitution (the two together having been interpreted  "co-extensively" by the Florida Supreme Court) -- will find them in Count VII of the counter-claim on pages 50-51.  The quotation of a concurrence by Justice Scalia in a 2010 Florida case strikes me as a shrewd jab:  "“[W]hen the government uses its own property in such a way that it destroys private property, it has taken that property.”  Now, about that prison location proposition . . . .

The earlier post tried to summarize the (broad) range of filing arguments.      I provide below a chronology of what I -- a layman, not a lawyer -- consider the key points, to supplement the earlier post.  If you are in a real hurry, just read the bolded passages, in order.

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On January 18, 2023, the "old" RCID issued public notice in the Orlando Sentinel that "...the Reedy Creek Improvement District will hold the first of two public hearings,” on January 25, 2023, “on the intent to consider a development agreement”.  The notice contained "specifics about the contract terms."

The 1/25 meeting was attended by multiple press organizations and invited public comments, although none were offered.

A second Orlando Sentinel public notice was published on 1/27 regarding the "second and final" RCID public meeting to be held 2/8 "...to consider a development agreement pursuant to Chapter 163, Florida Statutes".  Again, the notice contained "specifics about the contract terms."

The 2/8 public meeting was held in the presence of multiple press organizations, and invited public comments on the Development Agreement.  The RCID passed the Development Agreement on second reading, plus an additional, "associated"  Declaration of Restrictive Covenants.  The Declaration was publicly described and then public comments were invited before the Declaration was passed.

BOTH Disney and RCID signed the Development Agreement and the Declaration of Restrictive Covenants on 2/8 and recorded them publicly with county officials.

On February 27th, "Florida Governor Ron DeSantis signed into law House Bill 9B, which replaced RCID’s landowner-election process with a Governor-appointment process and changed RCID’s name to CFTOD."

====>  'The bill left RCID’s financial and contractual obligations intact. Specifically, all preexisting contracts, debts, bonds, and other liabilities “shall continue to be valid and binding on CFTOD in accordance with their respective terms, conditions, and covenants.”'

Now, attempting one man's summary of Disney's filing:  the new 2/8 Development Agreement and Declaration of Restrictive Covenants were publicly noticed, available for public comment, publicly approved, and publicly recorded, all with square corners, as well as legislatively validated "preexisting contracts", and thus the old RCID's actions were "valid and binding on CFTOD."

On March 8, the new CFTOD board met for the first time.  At its on April 26th, CFTOD passed "legislative findings" and declared that the Development Agreement and Declaration of Restrictive Covenants were "void and unenforceable."

On May 4th, the Florida House and Senate passed a bill amendment to invalidate the new Development Agreement and Declaration of Restrictive Covenant, and the Governor signed it the following day.

Thus, in Disney's view, CFTOD's and the state's various subsequent efforts to renounce (and denounce) the 2/8 Development Agreement and Declaration of Restrictive Covenant were:

inconsistent with the February 27th bill as signed by the Governor,
an attempted breach of contract,
a breach of good faith and fair dealing,
an unconstitutional taking without compensation, prohibited by the Florida Constitution,
          pursued without due process, required by the Florida Constitution,
an unconstitutional impairment of contract via legislation, prohibited by the Florida Constitution,
a cause of damage to Disney through Disney's detrimental reliance on the state's (now explicity validated in statute) contracting by RCID. 

Moreover, CFTOD's suit against Disney was pursued with unclean hands. 

Additionally, Disney argues that even if RCID's approval of the new Development Agreement and Declaration of Restrictive Covenants were procedurally or substantively invalidated, the state was equitably estopped by established legal doctrine from proceeding against Disney for the state's own failings in actions of its own entity, RCID.  (This might be doubly strong for a subordinate entity 's actions which the state had just "validated" by statute.)

All of the foregoing was in addition to the re-statement of alleged free speech violation under the Florida constitution, essentially mirroring the Federal complaint by Disney.

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Caveat:  I am a layperson, and I may have sharped and flatted through this symphony.

Observation #1:  It is interesting to ask whether the May Florida statutory attempt to invalidate the new Development Agreement and Declaration of Restrictive Covenant was purely political posturing, or a stealth state recognition that in its April action CFTOD could not immunize itself from contractual liabilities already statutorily validated.  (Moreover, "No man can be a judge in his own case" which CFTOD appeared to seek to do via its own expedited and due process-less "legislative findings.")

Observation #2:  It is interesting to ask whether the bill signed 2/27 was as dispositive on validation of RCID "lawful debts, bonds, obligations, contracts...[etc.]" as it was, in order to keep the bondholders and credit agencies calm, thus creating a petard upon which the state will find itself hoist?

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It all sounds crazy to me. Back when I was a teen I never realized why being gay was bad but I thought it was another word for being very happy. Huh. It kinda is, no?

In the 1920's they coined the term "The Roaring Twenties" as well as what was seen as a happier, more peaceful time - "The Gay '90s" (1890's)

In Minneapolis there is a bar in the old downtown called "The Gay 90's", named that decades ago. The place is old enough that the bar inside looks like something out of the "Diamond Horseshoe Revue" or maybe Hoop Dee Doo.

These days it is actually a gay bar. I always thought the name followed the function but apparently not.  The story is that the tiny little bar next door was the actual gay bar, but patrons starting going to this larger bar next door because the little place only had one bathroom.  

I saw that in the news, too. But I think most people misinterpret him saying "I'm ready to move on" (that isn't an exact quote) as "I don't want to fight about this anymore" when really, I suspect what he means is more like, "I got what I wanted so let's stop wasting my time talking about it."

I've been a Florida resident for many years.  You seem to be painting with a very broad, even bigoted, brush.  Do you have personal experiences?  If so, I am open to listening.