MM&A PRODUCTIONS, LLC v. YAVAPAI-APACHE NATION
234 Ariz. 60
| Ariz. Ct. App. | 2014Background
- MM&A Productions sued the Yavapai-Apache Nation and related casino entities for breach of a 2006 Exclusive Entertainment and Production Agreement and related claims, alleging the casino marketing director (Steven Wood) signed the contract and a Waiver of Sovereign Immunity Addendum.
- The Nation moved to dismiss under Rule 12(b)(1), contending the court lacked subject-matter jurisdiction because MM&A failed to prove a valid waiver of tribal sovereign immunity.
- The Nation submitted its constitution (reserving waiver authority to the Tribal Council), a 2005 Board of Directors Act prescribing board-approval procedures for casino contracts, and declarations showing no board or Tribal Council resolution authorized the 2006 contract or waiver.
- MM&A relied on the signed 2006 contract and waiver addendum, earlier 2002–2003 agreement(s) and waiver(s), and affidavits claiming Wood had actual or apparent authority and that tribal officials had represented approval.
- The trial court dismissed for lack of jurisdiction, finding MM&A failed to show a valid waiver of sovereign immunity and that apparent authority cannot establish a tribal waiver; MM&A appealed.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether apparent authority can establish a tribal waiver of sovereign immunity | MM&A: apparent authority of casino official (Wood) can bind the Nation and validate the waiver | Nation: waiver must be an express act of the Tribe/Tribal Council under tribal and federal law; apparent authority insufficient | Court: Apparent authority cannot supply the express tribal consent required to waive sovereign immunity; affirmed dismissal |
| Whether the 2006 signed waiver and contract effected a valid waiver | MM&A: signed waiver addendum and course of conduct (prior contracts) show consent or delegation | Nation: Board Act and constitution required board or Tribal Council approval; no record of such approval | Court: No evidence of board/council approval; waiver not shown; dismissal affirmed |
| Whether earlier (2003) waiver covered the 2006 contract | MM&A: 2003 waiver language could apply to MM&A’s later contracts | Nation: presumption against waiver; 2003 document ambiguous and not shown to cover later, separate contract | Court: Construing waivers strictly for sovereigns, 2003 waiver did not clearly waive immunity for the 2006 contract; further discovery unnecessary |
| Whether the court abused discretion by denying further discovery or an evidentiary hearing | MM&A: needed discovery/evidentiary hearing on actual authority and Board/Council delegation | Nation: submitted affidavits and documentary record showing no approvals; court properly resolved jurisdictional facts | Court: Trial court acted within discretion; record supported resolving jurisdictional facts without further discovery or hearing |
Key Cases Cited
- Santa Clara Pueblo v. Martinez, 436 U.S. 49 (waiver of sovereign immunity must be unequivocally expressed)
- United States v. U.S. Fidelity & Guaranty Co., 309 U.S. 506 (sovereign immunity cannot be waived by officials in a manner that subjects sovereign to suit absent express consent)
- Memphis Biofuels, LLC v. Chickasaw Nation Indus., Inc., 585 F.3d 917 (unauthorized acts of tribal officials insufficient to waive tribal sovereign immunity)
- World Touch Gaming, Inc. v. Massena Management, LLC, 117 F. Supp. 2d 271 (apparent authority does not satisfy requirement of express tribal waiver)
- Kiowa Tribe of Okla. v. Manufacturing Technologies, Inc., 523 U.S. 751 (tribal immunity is federal law and not subject to state diminution)
- Pan American Co. v. Sycuan Band of Mission Indians, 884 F.2d 416 (tribal waivers must be clear; sovereignty preserved in commercial dealings)