North American Expositions Co. v. Corcoran

• Citation: 452 Mass. 852,898 N.E.2d 831
• Decision Date: 07 January 2009
• Docket Number: SJC-10118
• Court: United States State Supreme Judicial Court of Massachusetts
• Parties: NORTH AMERICAN EXPOSITIONS COMPANY LIMITED PARTNERSHIP & others<SMALL><SUP>1</SUP></SMALL> v. Joseph J. CORCORAN, JR., & others.<SMALL><SUP>2</SUP></SMALL>

898 N.E.2d 831

452 Mass. 852

NORTH AMERICAN EXPOSITIONS COMPANY LIMITED PARTNERSHIP & others¹ v. Joseph J. CORCORAN, JR., & others.²

SJC-10118

Supreme Judicial Court of Massachusetts, Suffolk.

Argued October 7, 2008.

Decided January 7, 2009.

Robert E. McLaughlin, Sr., Boston (Michael Eby with him) for the defendants.

Howard M. Cooper, Boston (Edward Foye with him) for the plaintiffs.

Present: MARSHALL, C.J., GREANEY, IRELAND, SPINA, COWIN, & BOTSFORD, JJ.³

COWIN, J.

In this case we consider whether a complaint against the owners and operators of a convention center was properly dismissed under G.L. c. 231, § 59H. This statute, commonly known as the "anti-SLAPP" ("strategic litigation against public participation") statute,⁴ is intended to protect the "exercise of the constitutional rights of freedom of speech and petition for the redress of grievances." Duracraft Corp. v. Holmes Prods. Corp., 427 Mass. 156, 161, 691 N.E.2d 935 (1998), quoting 1994 House Doc. No. 1520. It creates a special motion to dismiss for the prompt resolution of SLAPP suits, actions designed not to win, but rather "to deter or retaliate against individuals who seek to exercise their right of petition." Wenger v. Aceto, 451 Mass. 1, 4, 883 N.E.2d 262 (2008).

A judge in the Superior Court dismissed the suit because he determined that statements by one of the defendants' principals made to members of the South Boston Community Development Foundation (Foundation) were protected petitioning activity. The plaintiffs contend that the judge erred because the Foundation is not a legislative or executive body within the meaning of G.L. c. 231, § 59H, and also because the defendants' statements were not restricted solely to petitioning activity. Concluding that the Foundation is an executive entity and that the defendants' statements were based solely on protected petitioning activity, we affirm the judgment of dismissal.

Facts and procedural history. The facts are summarized from the pleadings and affidavits in the record. See G.L. c. 231, § 59H.⁵ North American Expositions Company Limited Partnership (North American) had conducted consumer shows at the Bayside Exposition Center (BEC), which is located in the South Boston section of Boston, from 1983 through the filing of this litigation. These shows included North American's three major Boston shows: the New England Boat Show (Boat Show), the New England Camping and Recreational Vehicle Show (RV Show), and the North American Home Show (Home Show). When the parties first entered into the rental agreements to conduct these shows, the BEC, at 260,000 square feet, was the only venue in Boston capable of accommodating such events.

Consumer or "gate" shows are intended for a local audience, people who drive to the venue, visit the show for a few hours, and return home.⁶ Producers of gate shows strive to become known to the local community by conducting the same show in the same city on roughly the same date each year. In order to schedule and establish contracts with a sufficient number of exhibitors, who themselves schedule appearances around the country years in advance, gate show producers require significant lead time.

In 1997, the defendants, who are the owners, operators, and managers of the BEC (collectively, Bayside), commenced an action against North American concerning payment of police details for North American's shows. This litigation was resolved in 2000 by a settlement agreement. In 2001, as their licensing agreements were due to expire, the relationship between North American and Bayside deteriorated. North American filed an action alleging what it asserted was Bayside's obligation, arising as part of the settlement agreement regarding the police details, to extend the license agreements. The parties eventually reached a second settlement agreement under which Bayside granted North American licenses for the Home Show through 2003 and for the Boat and RV shows through 2006.

In 2004, the 516,000 square foot, publicly funded Boston Convention and Exhibition Center (BCEC) opened. The BCEC is operated by the Massachusetts Convention Center Authority (the Authority). It was designed to host large national and international conventions, to enable Boston to be competitive with other convention centers nationwide, and to attract visitors to the city of Boston and surrounding areas. This legislative purpose is described in detail in the preamble to the BCEC's enabling legislation, St.1997, c. 152(Act). Concerned about the potential impact of the BCEC on the surrounding community, the Legislature also established the Foundation and the South Boston Community Development Fund (Fund) as a charitable trust, and provided that the Foundation would administer the Fund. St.1997, c. 152, § 4 (g) (ii) & (iv).⁷ Section 4 (g) (iv) of the Act provided that the Foundation was to dispense monies from the Fund "for the benefit of the South Boston residential, charitable and business communities which may be adversely impacted by the [BCEC]." To this end, § 4 (g) (ii) provided that the Foundation could host "no less than three" charitable events at the BCEC annually.⁸,⁹ The Act specifically protected the BEC and the other then-existing exposition and convention centers in Boston, by name, from the potential loss of events to the BCEC. Section 15 (a) of the Act provided that the Authority could contract to provide national and international marketing efforts that would benefit both public and private facilities. Section 15 (b) of the Act stated:

"The Authority is hereby directed, upon the written request of such a private owner or operator of any for-profit facility in the city which is in existence as of July 1, 1997 which contains not less than 100,000 square feet of contiguous floor area for conventions, trade shows, consumer shows, meetings, assemblies and convocations, to contract with such private owner or operator to mutually limit the marketing or use, or both, of the facilities or portions thereof under the jurisdiction and control of the Authority and said public or private entity."

Section 4 (g) (ii) of the Act also provided that the Foundation, when sponsoring its charitable events, "shall not solicit any event previously hosted by the Hynes convention center, the World Trade Center or the [BEC] in the ten year period before the effective date of this act, without the consent of the affected facility."

In August of 2001, North American contacted the Authority and requested information about renting space at the BCEC. The Authority responded that it could not host consumer shows under its enabling legislation; by letter, it suggested that North American contact its legislator in an effort to amend the Act. North American subsequently engaged in various lobbying efforts, including one in the spring of 2004 in support of an amendment to the budget to allow the BCEC to hold any consumer or gate show requiring in excess of 300,000 square feet. This amendment was defeated in April, 2004.

In June, 2004, shortly after the Foundation was established, North American approached the Foundation and suggested that the Foundation host the RV and Boat shows at the BCEC. The following winter, another bill was introduced to amend the BCEC enabling legislation. This bill, 2005 House Doc. No. 4153, would have permitted the BCEC to host gate shows if the shows had previously been held at a "private facility" and the private owner "refuses" to renew the agreement. In the spring of 2005, the Foundation contacted Joseph Corcoran, head of Bayside, seeking his opinion about whether, under the terms of the Act, the Foundation could host North American's RV and Boat shows.

In meetings at Boston City Hall on February 1, 2005, and in a South Boston restaurant on March 8, 2005, Corcoran advised several Foundation members that he did not believe the Foundation could host North American's gate shows under the terms of the Act.¹⁰ Corcoran stated that he understood the Foundation's position regarding the Act, but that he disagreed with it, and he believed that the Foundation was authorized only to host charitable events. He explained that Bayside had already lost significant revenue because the BCEC was hosting trade shows formerly held at the BEC, Bayside's existence was threatened, and the continuing legislative prohibition on gate shows was critical to Bayside. Corcoran also stated that North American had not "responded adequately" to Bayside's requests for proposals (RFPs) for a boat show and an RV show, and showed the Foundation members North American's response, which consisted of handwritten notes on the RFP letter. At the second meeting, a Foundation member told Corcoran that an amendment to the Act was pending that would eliminate Bayside's "monopoly" and commented, "You're in the cat bird seat now, but what if the legislation changes, you could lose everything."

North American asserts that, because of Corcoran's statements during these meetings, the Foundation became disinclined to sponsor the Boat and RV Shows and contacted another sponsor to host similar shows. North American commenced this litigation against Bayside in the Superior Court on June 30, 2005. Its verified complaint included claims for preliminary and permanent injunctive relief prohibiting Bayside from "interfering with North American's advantageous relationship with the Foundation" and "from purporting to `withhold'" its consent to the Foundation's sponsorship of North American's shows, "since no consent is required under the Act." Shortly thereafter, North American filed a separate motion for a preliminary injunction and served, but did not file, a motion for partial summary judgment.¹¹ Following a hearing, the motion for a preliminary injunction was denied on July 19, 2005.

On July 18, 2005, North American testified before the Joint Committee on State Administration and Regulatory Oversight (Joint Committee) in reference to 2005...