No, it's not. It is like saying what happens if a corporation goes bankrupt, winds up being dissolved by the state, and nobody purchases their assets (and liabilities) at a bankruptcy sale. If Reedy Creek no longer exists and they have no successors and assigns, then this development agreement is a one-party contract.
It didn’t go bankrupt, it did not cease to exist, it simply changed its name and how the board is chosen. Facebook’s previous contracts didn’t cease to exist when it changed its name to Meta. When the current board goes to court it can’t make your argument because you can’t sue yourself. Instead they will be arguing this contract is not valid due to certain clauses being “unreasonable” that’s why they are saying what they are saying publically.
You're right; I'm wrong. The development agreement is going to wind up being invalidated by legislation.
Perhaps, although it is extremely hard in Florida to void a legal contract and would set a very anti business precedent. We’ll see.
If the development agreement is created pursuant to statute, then the legislature can invalidate it through statute just as easily. People act like the same people who enacted the legislation in February aren't still sitting in the legislature.
There are limits to their power, the contract was between a local govt and a business, while more far reaching than others, it is otherwise extremely similar to many other agreements in the state. It’s going to be extremely difficult to somehow invalidate one without the others when the avenue of invalidating based on a date is not available due to the bond.
It's as easy as enacting a piece of legislation with one line: "The development agreement between the Walt Disney Company and the Reedy Creek Improvement District, titled 'Insert Title Here' enacted on February 27, 2023 is hereby invalidated for being contrary to good public policy."
They most certainly do. Any contract enacted pursuant to statute can be invalidated pursuant to statute.
The courts don't have a say in it at all. If the state legislature wants to pass a bill that "sets an extremely bad precedent" that's their prerogative. The courts don't get to say, "We don't like that bill the legislature passed so we're not going to allow it to stay in place." They would need to make some sort of constitution-based argument (state or federal); there isn't any. Legislatures invalidate contracts (or portions of contracts) through statute all the time. There's whole compliance departments in firms and in-house counsel offices to deal with the constantly changing state of regulations and statutes.
The statute is the underpinning for other similar agreements. Any legislation would have to thread the needle between targeting just these deals and not nuking other agreements.
No, that is not how it works. The state most certainly does not have the power to invalidate individual contracts between third parties.
That’s exactly what the courts do!
The needle could be threaded by simply specifically referencing the Reedy Creek/Disney Development Agreement (whatever it is actually titled) in any corrective legislation.
Except there is a specific FL statute that allows governmental agencies to bind successor ones. You are wrong. Nobody can predict what a crazy FL judge will do for sure, but every legal commentator who has thus far commented on this believes Disney is on solid ground.
Wanna bet? It happens all the time ... on federal, state, county and local levels. Among other things, I write restrictive covenants in Texas; we single out specific land owners, or property projects, all the time for exemption to some rule or regulation placed in the restrictions. I filed one last month that exempted a land purchase contract from the rules being put into place. And that was on a property owners association level; not the city, county or state (who are all far more powerful).
You are fundamentally misunderstanding a basic tenet of constitutional law. It is certainly possible that a crazy judge in FL can do whatever they want, but the correct and consensus opinion is that Disney is on solid legal footing. We do not live in a country where a state legislature has the ability to invalidate previously entered into contracts on a whim because they don’t like them. That would literally violate the constitution. The only way to invalidate this thing would be to establish that it was illegal either in the manner in which it was entered into, or because it’s terms violated state law at the time the contract was entered into.
The relevant case law simply says the legislature has to have a legitimate public purpose. Technically, I think it says "significant and legitimate."
