953 N.E.2d 1125
Ind. Ct. App.2011Background
- MTA owns the Murat Shrine Center in Indianapolis, a complex of three buildings, leased in 1995 to Murat Centre, L.P., with Live Nation as successor in interest.
- MTA learned in 2010 that Live Nation planned to sell naming rights to the Shrine Center, potentially affecting MTA's interests in public naming.
- On March 16, 2010, Live Nation announced a naming rights deal with Old National; MTA objected and asserted Live Nation lacked authority to rename the Leased Premises.
- Live Nation installed a marquee reading 'Old National Centre' on the Mosque Building, prompting MTA to file suit.
- MTA alleged breach of contract and conversion against Live Nation and conversion and tortious interference against Old National; the trial court dismissed these claims, and MTA appeals.
- The appellate court reviews under Trial Rule 12(B)(6) de novo, disregards extra-pleading exhibits, and construes the Lease language against MTA’s expansive interpretations.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether Live Nation breached the Lease by selling naming rights | MTA contends naming rights were not within Live Nation's authority | Live Nation argues Section 1.01 grants all rights to the Leased Premises, including naming rights | No breach; lease grants naming rights authority to Live Nation under Section 1.01 (subject to Section 3.02) |
| Whether the naming rights transaction constituted illegal conversion | Live Nation and Old National forcibly exercised MTA's naming-rights in a way that harmed MTA | Lease authorizes naming and signage; no unauthorized control over MTA property | Conversion claim fails; lease authorizes the naming rights |
| Whether Old National tortiously interfered with contract | Old National induced Live Nation to breach the Lease by the naming deal | No breach occurred because Live Nation had authority to rename under the Lease | Dismissed; no underlying breach of contract established |
| Whether Old National tortiously interfered with a business relationship | Old National interfered with MTA-Live Nation relationship | Relationship is contractual; interference with contract not shown | Dismissed; improper theory given existence of a contract |
Key Cases Cited
- Niezer v. Todd Realty, Inc., 913 N.E.2d 211 (Ind.Ct.App.2009) (contract breach elements; damages requirement)
- Village Commons, LLC v. Marion Cnty. Prosecutor's Office, 882 N.E.2d 210 (Ind.Ct.App.2008) (contract interpretation; plain language governs)
- Keystone Square Shopping Ctr. Co. v. Marsh Supermarkets, Inc., 459 N.E.2d 420 (Ind.Ct.App.1984) (implied covenants not required when express provisions exist)
- Dean V. Kruse Found., Inc. v. Gates, 932 N.E.2d 763 (Ind.Ct.App.2010) (dismissal proper where equitable claim lacks contract support)
- French-Tex Cleaners, Inc. v. Cafaro Co., 893 N.E.2d 1156 (Ind.Ct.App.2008) (civil conversion requires proof of mens rea; separate from contract breach)