National Exhibition Co. v. City and County of San Francisco

• Decision Date: 14 March 1972
• Citation: 100 Cal.Rptr. 757,24 Cal.App.3d 1
• Court: California Court of Appeals Court of Appeals
• Parties: The NATIONAL EXHIBITION COMPANY, a corporation, Plaintiff and Appellant, v. The CITY AND COUNTY OF SAN FRANCISCO, a municipal corporation, Recreation and Park Commission of the City and County of San Francisco, San Francisco Stadium, Inc., a corporation, Defendants and Respondents. Civ. 29674.

Page 757

100 Cal.Rptr. 757

24 Cal.App.3d 1

The NATIONAL EXHIBITION COMPANY, a corporation, Plaintiff and Appellant, v. The CITY AND COUNTY OF SAN FRANCISCO, a municipal corporation, Recreation and Park Commission of the City and County of San Francisco, San Francisco Stadium, Inc., a corporation, Defendants and Respondents.

Civ. 29674.

Court of Appeal, First District, Division 4, California.

March 14, 1972.

Rehearing Denied April 11, 1972.

Hearing Denied May 10, 1972.

Vincent J. Mullins, Gerald J. O'Connor, Sullivan, Roche & Johnson, San Francisco, for appellant.

Thomas M. O'Connor, City Atty. of the City and County of San Francisco, Robert A. Kenealey, Deputy City Atty. San Francisco, for City and County of San Francisco and Recreation and Park Com. of the C. & C. of S.F.

Orrick, Herrington, Rowley & Sutcliffe, William H. Orrick, Jr., Willoughby C. Johnson, William F. Alderman, San Francisco, for San Francisco Stadium, Inc.

BRAY, Associate Justice. ^*

Appellant appeals from summary judgment of the San Francisco Superior Court in favor of respondents.

Questions Presented

1. Are there any issues of fact?

2. Is the stadium operator admission tax imposed on appellant in violation of the city's agreements with the Giants?

3. Did the trial court err in dismissing the complaint?

Record

Appellant ¹ filed a complaint against respondents City and County of San Francisco, its Recreation and Park Commission and San Francisco Stadium, Inc., seeking declaratory and injunctive relief. The complaint alleged: (1) Respondents, in order to procure a major league baseball team to operate within its confines, enticed the Giants to move to San Francisco, one of the inducements being the unqualified promise to build and maintain, entirely at its cost, a first class, multi-purpose stadium. (2) The Giants, placing their full faith and trust in the words, promises, and commitments of respondents, moved to San Francisco, investing substantial sums of money in the move and undertaking to perform their part of a lease agreement entered into by the Giants. (3) The lease, among other things, provides in paragraph 16 that changes and improvements in the building are to be made at the landlord's expense, and not at the expense of the tenant, unless the changes are requested by them. (4) In 1967, respondents determined that they would make the basic changes to Candlestick Park so that it could be used by other tenants after the baseball season. (5) Since such changes would not benefit the Giants, it was agreed in writing that the improvements would be at no cost or expense to it. (6) Respondents, in violation of the above agreement, have undertaken to compel the Giants to pay large sums of money for the basic changes to the building. (7) If required to make such payments, the Giants would be compelled to raise admission prices by approximately 17 percent.

Respondents moved for summary judgment, on the ground that the complaint did not present any triable issue of fact and had no merit. The motions were heard on declarations and depositions of the parties and other written material. The motions were granted and, after denial of the Giants' motion for reconsideration, judgment was entered in favor of respondents. ²

Facts

In 1954 the city determined that it would be in the public interest to provide a stadium for the exhibition of athletic events, including baseball, and to have a National League baseball team domiciled in San Francisco. To that end the city incurred a bonded indebtedness of $5,000,000, caused San Francisco Stadium, Inc. (hereinafter 'Stadium') to be incorporated to finance the balance of the cost of the stadium and invited appellant to relocate the Giants baseball team from New York to San Francisco. Stadium was incorporated in September, 1957 as a corporation not organized for profit and thereafter issued $6,025,000 revenue bonds. Candlestick Park stadium was constructed and completed by Stadium and leased by Stadium to the Giants under the terms of the Stadium lease, executed on March 15, 1958. This lease, assigned by Stadium to the city, is still in effect. Certain additions to Candlestick Park, such as artificial turf, installation of new and additional seats, and other improvements, were made and, at the time of the hearing herein, were being made from receipts from bonds issued and sold by Stadium. Giants is the operator of athletic events in Candlestick Park stadium. The sole contractual relationship of the city with the Giants is the stadium lease, except that the Giants contend that certain documents hereinafter mentioned constitute additional agreements which, added to the provisions of section 9 of the stadium lease, prohibit the application to the Giants of the tax provided for by Ordinance 356--70 of the City and County of San Francisco adopted October 30, 1970. This ordinance, to be supervised by the city's tax collector, imposes an admission tax on any operator of athletic contests in an amount of $.50 on each admission ticket sold in any stadium located in the city.

Other than the question of whether any issue of fact was raised in this action, the controversy between the parties is in essence as stated by the trial court: 'That contrary to the provisions of the lease under which the plaintiff (San Francisco Giants) holds possession of Candlestick Park and contrary to other alleged representations and agreements the defendants are seeking without legal right to compel the Giants to pay for certain changes, improvements and alterations intended to make the Park more suitable for the staging of professional football games.' The factual basis for the Giants' claim is that the tax imposed on tickets by Ordinance 356--70 compels the Giants indirectly to pay for such improvements, in violation of their agreements and understanding with respondents.

1. Are there issues of fact?

The rules concerning summary judgment are so well established that it hardly seems necessary to mention them. 'The issue upon a motion for summary judgment is whether the moving party's affidavit states facts which, if proved, would support a judgment in his favor. Where the defendant is the moving party, he must set forth with particularity competent evidentiary facts sufficient to establish every element necessary to sustain a judgment in his favor.' (Swaffield v. Universal Ecsco Corp. (1969) 271 Cal.App.2d 147, 171, 76 Cal.Rptr. 680, 695.) 'Only if the affidavits of the moving party, considered in the light of the issues raised by his pleadings, together with the admissions and affirmative allegations set forth in the pleadings of the adverse party would, standing alone, support the motion for summary judgment does not court look to the counteraffidavits, if any.' (Id. at p. 172, 76 Cal.Rptr. p. 695.) If it appears from the showings made in support of and in opposition to a motion for summary judgment that no triable issue of fact exists, and that affidavits in support of a motion state facts which, if proved, would support a judgment in favor of the moving party, summary judgment is proper. (Terrell v. Local Lodge 758, etc., Machinists (1957) 150 Cal.App.2d 24, 26, 309 P.2d 130.)

An examination of the record fails to show (with one exception, hereinafter discussed ³) that any issue of fact was raised by the showing made by both parties at the hearing. As stated by the trial judge in his opinion, 'There is, therefore, no dispute as to the facts but rather a dispute as to the legal effect of the facts agreed upon and as to the interpretation of the various documents before the court on this Motion.' There is no denial of the existence of the agreements, documents, letters, etc. (except as to the Browne letter) presented by the parties, nor of what is stated therein. The question before this court is whether the trial court correctly adjudged the legal effect of the lease and ordinance imposing the admissions tax. As the correctness of its judgment must be determined from the face of these documents, this court is not bound by the trial court's determination but must make its own determination of their legal effect.

The court in its opinion stated that the Giants' claim, that the tax is a violation of the terms of Mayor Christopher's invitation to come to San Francisco, is untenable because the lease signed by the Giants clearly states that it is the 'sole and entire agreement between the parties.' There is no substantial difference between the Christopher letter and the March agreement in the respect that both provided that improvements to be made to the stadium would be without cost to the Giants. So it is immaterial whether the formal agreement constituted a novation of the Christopher agreement, assuming that his letter could bind the city.

2. Does the tax violate the agreement in the lease?

The lease executed by Stadium to the Giants is dated March 15, 1958. The clause upon which the Giants rely is section 16, which in pertinent part states: 'The Tenant, however, shall not be obligated to make alterations or improvements, structural or otherwise, that may at any time hereafter be required by any such law, rule, requirement, order, direction, ordinance or regulation and the Landlord shall make provision with the Commission for the making of all alterations or improvements (except alterations and improvements to additions, betterments and improvements made by, or at the direction of, the Tenant) so that the Commission shall be obligated to make the same without cost to the Tenant.'

On August 6, 1957, then Mayor George Christopher and Francis McCarty, Supervisor and member of the Finance Committee, wrote to Mr. Horace Stoneham, President of the Giants, inviting him to bring the Giants to San Francisco and promising the building and furnishing of a stadium for their exclusive occupancy during the baseball season. (Incidentally, there appears in this letter no statement to the effect that the Giants would not be...