Back In The House Of Mouse

Maybe we should put Bob Iger in charge of the Democratic Party. He seems to be able to handle Republicans pretty slickly https://t.co/jiv7aKY8Ju

— Kathryn Rubino (@Kathryn1) March 29, 2023

This is the analysis I was looking for this morning:

But Disney’s lawyers are smarter:

The board announced that a hired special council [sic] discovered agreements were made in February between Disney and Reedy Creek, weeks ahead of the signing of HB-9B, which handed over direct control of the district’s development rights and privileges to the company.

Board member Ron Peri’s said the group of five that Gov. Ron DeSantis appointed to take control of Disney’s “corporate kingdom” has very little power to govern.

The agreements even make the new board get Disney’s permission before trying to do anything! Sometimes it’s awesome to behold lawyers at work.

As it turns out, seizing control of a lawfully constituted board doesn’t turn on a dime and while DeSantis talked up his plan to the fawning right-wing press, the old board continued entering agreements in the best interest of the area it oversaw. And the best interest of the area involved tying up the land in concrete agreements benefiting the company that drives all economic growth in the area and not the current governor’s polling in Iowa. Tying them up as long as the Rule Against Perpetuities will allow!

And that is why it still makes it onto the bar exam.

The Rule Against Perpetuities is a bit of law professor navel gazing that the courts go hold of to, as they please, eliminate contracts and landholdings that, well, simply go on too long.  It's a way of keeping property (mostly land) from being held by one entity or family for too damned long.  And it seldom comes up again in a lawyer's life after the Bar Exam.

It's buried in the legalese there, but the contract provides that, if it is deemed to violate the Rule Against Perpetuities, then the term of the contract shall run until 21 years after the death of the last survivor of King Charles III of England. It's hard not to agree with Joe Patrice, that: "Maybe DeSantis shouldn’t have made all the “corporate kingdom” swipes."

I point this out because tout le Twitter is talking about the "King Charles" clause.  But such clauses (despite the reference to the monarch of England, which is not common in contracts) as this, preserving the agreement against challenges like the Rule, are very common.  Most contracts are written with all kinds of provisions to set the term in ways the courts won't undo; as well as all manner of clauses for "severance" so that if one clause is found in violation of law, the rest of the contract abides.  Courts usually act in favor of the contract if they can, and lawyers have learned over the centuries how to make the contract survive if it, to use a metaphor, loses a limb or two.  That's exactly why this clause is there.  There are no doubt many such clauses in this contract (as well as the blanket severance clause every contract has as a matter of course).

Which makes DeSantis' response ("An initial review suggests these agreements may have significant legal infirmities that would render the contracts void as a matter of law.") really weak indeed.  It's what you say when you don't really have anything but want to go to court anyway.  I'm not saying Disney has this sown up.  I'm just saying DeSantis is pretty much up shit creek without a paddle.

Or, as Patrice puts it:

DeSantis may well try to toss legally executed agreements in the rubbish, but there’s not a lot to suggest that the legal team assembled by one of the most powerful entities on the planet asked GPT to throw together a slapdash agreement.

I'd say this clause alone is a fine example of how well-crafted this agreement is.  And certainly good enough to spank DeSantis in public. 

The old board GAVE PUBLIC, CONTEMPORANEOUS NOTICE OF ALL OF THESE AGREEMENTS. If DeSantis could’ve been bothered to stop yammering to every cable news outlet about stopping the woke mob, he might’ve sent some lawyers to do something about these deals. But he slept on his rights — or more accurately the rights of the puppet board he planned to install — and the deed is now literally and figuratively done.

DeSantis couldn't be bothered with the details.  He just wanted the public applause. Gee, whose governance does that sound like?

Now let’s all go over to Truth Social and watch Trump roast this guy for bungling his first attempt at playing with the big kids.

I'm sure somebody on Twitter will tell me all about it.