## Facts

- Osceola Blackwood Ivory Gaming Group LLC (Osceola) provided consulting and management services for tribal gaming projects.
- The Picayune Rancheria of Chukchansi Indians (the Tribe) and its economic arm, the Chukchansi Economic Development Authority (CEDA) (together, Chukchansi), operated the Chukchansi Gold Resort and Casino in California.
- The National Indian Gaming Commission (NIGC) shut down the casino, and Chukchansi worked with Osceola on reopening it.
- Chukchansi and Osceola entered an immediately effective consulting contract under which Osceola would provide consulting services related to reopening the casino for a set period, for $100,000 per month.
- The consulting contract included an express waiver of Chukchansi’s sovereign immunity for actions arising “with respect to” that consulting contract and the transactions it contemplated, and it set out where suit could be brought.
- The same day, the parties also executed a separate written management agreement under which Osceola would manage the casino for a five-year term.
- The management agreement stated it would become effective only after specified conditions occurred, including receipt of written NIGC approval.
- The management agreement also contained a limited sovereign-immunity waiver for suits by Osceola to enforce that management agreement, stated to be effective for the term of the management agreement and one year after the term.
- Osceola alleged the parties expected Chukchansi to submit the management agreement to the NIGC for approval after the casino reopened, but Chukchansi never submitted it.
- After the casino reopened, Osceola sued Chukchansi in California state court for claims including breach of contract and breach of the implied covenant of good faith and fair dealing, seeking damages tied to the alleged management arrangement.
- Chukchansi appeared specially and moved to quash service and dismiss for lack of jurisdiction based on tribal sovereign immunity.
- The trial court granted the motion, concluding sovereign immunity barred the action because the management agreement was not approved by the NIGC and therefore never became effective, and the consulting contract’s waiver did not apply to Osceola’s management-agreement-based claims.
- Osceola appealed.

## Issues

1. Whether tribal sovereign immunity barred Osceola’s suit absent a clear and effective waiver covering the claims asserted.
2. Whether the waiver clause in the management agreement could be enforced when the agreement’s conditions precedent—especially written NIGC approval—were not satisfied.
3. Whether the consulting contract’s sovereign-immunity waiver permitted Osceola to sue on claims seeking to enforce or recover for the separate management agreement.

## Decision

- The Court of Appeal affirmed the order granting the motion to quash and dismissing the action for lack of jurisdiction.
- The court held that the management agreement never became effective because its conditions precedent, including written NIGC approval, were not met; as a result, the management agreement’s limited waiver (effective only during the agreement’s term and one year after) never took effect.
- The court held that the consulting contract’s waiver applied only to disputes tied to the consulting contract and its contemplated transactions and did not extend to claims based on the separate management agreement.
- The court rejected attempts to avoid immunity based on allegations that Chukchansi acted wrongfully in preventing approval or implementation of the management agreement, because sovereign immunity is a jurisdictional bar unless expressly waived or abrogated by Congress.

## Legal Principles

- Indian tribes and their authorized entities are generally immune from suit unless Congress clearly authorizes the suit or the tribe clearly and unequivocally waives immunity.
- A waiver of tribal sovereign immunity must be express and is read narrowly; any uncertainty is resolved in favor of immunity.
- Where a contract states it becomes effective only upon stated conditions precedent, a court will not treat the contract (or a waiver tied to the contract’s term) as operative when those conditions have not occurred.
- Under IGRA, a casino management agreement requiring NIGC approval cannot be enforced as an effective agreement until the required approval is obtained.
- A waiver contained in one agreement does not extend to disputes arising under a different agreement unless the waiver’s text clearly covers those disputes.
- Allegations of fraud, bad faith, or unfair conduct do not create a waiver of tribal sovereign immunity and do not permit a court to reach the merits when no effective waiver applies.

## Conclusion

Because the management agreement was conditioned on written NIGC approval that never occurred, the agreement never took effect and its limited waiver never became operative; the separate consulting contract’s waiver was limited to disputes arising from that consulting contract and did not cover Osceola’s claims seeking relief tied to the unapproved management arrangement, so tribal sovereign immunity required dismissal for lack of jurisdiction.


Osceola Blackwood Ivory Gaming Group LLC v. Picayune Rancheria of Chukchansi Indians, 2020 WL 1919583 (2020)