Grand Canyon Skywalk Development, LLC v. Steele, 2:13-cv-00596

Scutari & Cieslak Public Relations, Inc. (S&C) was retained by the Hualapai Tribe to promote the Grand Canyon Skywalk; relations later soured and the Skywalk developer sued S&C for defamation and conspiracy.
S&C filed third-party claims against the Hualapai Tribe for indemnity and contribution based on a contract S&C drafted and the Tribe signed.
The contract includes an indemnification clause obligating the Tribe to indemnify S&C for third-party claims arising from Tribe-furnished material or Tribe-altered S&C material; the contract is governed by Arizona law.
The contract contains no arbitration clause, no forum-selection clause, and no explicit waiver of the Tribe’s sovereign immunity.
The Hualapai Tribe’s constitution states the Tribe is immune from suit except where the Tribal Council expressly waives immunity; the Tribe moved to dismiss the third-party claims for lack of sovereign-immunity waiver.
The district court granted the Tribe’s motion to dismiss for lack of waiver of sovereign immunity and denied S&C’s motions to sever and for oral argument as moot.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether the Tribe waived sovereign immunity by agreeing to an indemnity clause and choice-of-law provision	S&C: Indemnity provision and Arizona choice-of-law constitute an implicit waiver of immunity	Tribe: No explicit waiver; contract lacks arbitration or forum-selection to permit suit in federal court	Court: No waiver; dismissal granted for lack of sovereign-immunity waiver
Whether choice-of-law alone waives tribal immunity	S&C: Choice-of-law shows consent to be bound and litigated under that law	Tribe: Choice-of-law merely selects substantive law, not consent to suit	Court: Choice-of-law does not constitute waiver of immunity
Whether prior case law (C&L Enterprises) compels waiver here	S&C: Relies on C&L to show contract terms can imply waiver	Tribe: Distinguishes C&L because that contract had arbitration and related enforcement provisions	Court: Distinguishes C&L; absent arbitration/enforcement provisions, C&L does not apply
Whether court should decide alternate service and exhaustion arguments after immunity ruling	S&C: Brought alternate procedural arguments	Tribe: Court need not reach them if immunity bars suit	Court: Declined to reach alternate service/exhaustion arguments as moot given immunity dismissal

Santa Clara Pueblo v. Martinez, 436 U.S. 49 (1978) (recognizes tribal sovereign immunity and presumption against waiver)
Michigan v. Bay Mills Indian Community, 134 S. Ct. 2024 (2014) (describes immunity from suit as a core aspect of tribal sovereignty)
C&L Enterprises, Inc. v. Citizen Band Potawatomi Indian Tribe of Oklahoma, 532 U.S. 411 (2001) (found waiver where contract contained arbitration and enforcement provisions)
United States v. Ritchie, 342 F.3d 903 (9th Cir. 2003) (contracts referenced in complaints may be considered on Rule 12 dismissal)
United States v. Testan, 424 U.S. 392 (1976) (supports the strong presumption against waiving sovereign immunity)