Findleton v. Coyote Valley Band of Pomo Indians
1 Cal. App. 5th 1194
| Cal. Ct. App. | 2016Background
- The Coyote Valley Band of Pomo Indians is governed by a General Council (all adult tribal members) and a seven-member elected Tribal Council; the constitution requires General Council "consent" or "prior approval" for waivers of tribal sovereign immunity.
- In 2007 the General Council adopted Resolution 07-01 delegating to the Tribal Council authority to "waive on a limited basis the sovereign immunity of the Tribe" for contracts related to a casino/resort project; in 2008 it adopted Resolution 08-01 ratifying existing project contracts and reconfirming that delegation.
- Findleton (contractor) entered into a Construction Agreement (Oct. 2007) and an On‑Site Rental Contract (Nov. 2007) with arbitration clauses but also express language disclaiming any waiver of sovereign immunity; both contracts were prepared by the Tribe.
- After the Project was suspended, Findleton proposed work and a Third Amendment (Aug. 2008) conditioned on a Tribal Council resolution granting a limited waiver to allow arbitration and recovery against casino assets; the Tribal Council adopted such a resolution and the Chairman signed the amendment.
- The Tribe failed to pay Findleton; he sought mediation/arbitration and filed a state-court petition to compel arbitration. The superior court dismissed for lack of jurisdiction, finding no valid waiver/delegation; Findleton appealed.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the General Council validly delegated authority to waive sovereign immunity to the Tribal Council | Resolutions 07-01 and 08-01 were valid majority-vote delegations authorizing the Tribal Council to waive immunity for project contracts | Delegation required initiative/referendum procedures under the constitution, so resolutions were invalid | Delegation was valid: constitution permits General Council vote delegations; initiative/referendum provisions did not apply |
| Whether the Tribal Council validly waived sovereign immunity by adopting the Tribal Council Resolution (Aug. 2008) | Tribal Council resolution expressly and narrowly waived immunity for arbitration and limited recovery to casino assets per delegated authority | Waiver was unauthorized because delegation was invalid; thus resolution ineffective | Waiver was valid and clear: Tribal Council expressly consented to limited arbitration and judicial enforcement per delegation |
| Whether arbitration clauses in the original contracts themselves (despite express disclaimers) effected a waiver | Arbitration clauses (with judicial-enforcement language) could waive immunity if executed by authorized actors | Contract disclaimers explicitly said no waiver; therefore clauses ambiguous and insufficient | Contracts were ambiguous on waiver; court relied on the clear Tribal Council resolution waiver, making contract ambiguity unnecessary to resolve |
| Whether the superior court erred in quashing service and dismissing for lack of jurisdiction | Trial court erred because the Tribe had waived immunity for arbitration as delegated and adopted | Trial court properly found no valid delegation/waiver | Reversed: superior court erred; case remanded for further proceedings consistent with arbitration waiver finding |
Key Cases Cited
- Kiowa Tribe v. Manufacturing Tech., 523 U.S. 751 (tribal sovereign immunity extends to commercial contracts)
- C&L Enterprises, Inc. v. Citizen Band Potawatomi Indian Tribe, 532 U.S. 411 (tribal waiver of immunity must be clear; ambiguous contract provisions construed against drafter)
- Mastrobuono v. Shearson Lehman Hutton, Inc., 514 U.S. 52 (contract should be read to give effect to all provisions)
- Yavapai-Apache Nation v. Iipay Nation of Santa Ysabel, 201 Cal.App.4th 190 (waiver must be made by person/entity authorized to do so)
- California Parking Servs., Inc. v. Soboba Band of Luiseño Indians, 197 Cal.App.4th 814 (declining waiver where contract language was unclear regarding consent to suit to enforce arbitration)
- Warburton/Buttner v. Superior Court, 103 Cal.App.4th 1170 (sovereign immunity is jurisdictional; court reviews jurisdiction questions de novo)