## Facts

- A city sought to attract an NFL franchise and develop a football stadium project.
- The city entered an Exclusive Agency Agreement (EAA) making Rand Resources, LLC the city’s exclusive agent to identify and negotiate with an NFL team or the NFL regarding a potential stadium.
- The EAA included exclusivity and confidentiality obligations.
- Plaintiffs alleged the city and its mayor secretly worked with a rival developer (Bloom) on NFL-related negotiations during the EAA’s term, undermining Rand’s exclusive role.
- Plaintiffs alleged the mayor falsely told Rand that Bloom was not involved in the city’s NFL efforts.
- Plaintiffs alleged Bloom communicated with NFL officials on the city’s behalf and intentionally displaced Rand to capture the benefits expected from the EAA.
- The city did not extend the EAA and pursued other arrangements excluding Rand.

## Issues

1. Whether the challenged tort and related claims “arose from” protected petitioning or free-speech activity under California’s anti-SLAPP statute, Code of Civil Procedure § 425.16(e)(2) and (e)(4).
2. Whether communications connected to a high-profile public project are protected under § 425.16(e)(4) when they occur in private, profit-motivated negotiations rather than public discourse or official deliberation.
3. How courts should identify the “principal thrust or gravamen” of claims that reference speech but primarily seek relief for alleged contractual and economic misconduct.

## Decision

- The California Supreme Court affirmed in part and reversed in part, remanding for further proceedings.
- The court held most challenged causes of action did not arise from protected activity and therefore were not subject to being stricken under § 425.16.
- The court held a narrow subset of claims did arise from protected activity under § 425.16(e)(2) and/or (e)(4) because they were based on specific communications sufficiently connected to governmental consideration of the stadium project.
- For the claims deemed to arise from protected activity, the matter was remanded for step-two analysis (plaintiffs’ probability of prevailing).

## Legal Principles

- Anti-SLAPP step one turns on whether the claim arises from protected activity; courts examine the claim’s “principal thrust or gravamen,” not merely references to speech or the fact that speech preceded the alleged wrongdoing.
- A dispute may involve matters of public interest without qualifying for § 425.16(e)(4); the defendant’s conduct itself must constitute protected communicative activity in connection with a public issue.
- § 425.16(e)(4) is not a blanket shield for communications related to public projects or government contracting; reading it too broadly would convert ordinary commercial disputes with a governmental component into anti-SLAPP cases.
- Private negotiations and efforts to secure economic advantage (including alleged deception or interference tied to who receives contractual benefits) generally are not protected activity, even if the broader project is publicly significant.
- Communications made in connection with an issue under formal governmental consideration can qualify as protected activity under § 425.16(e)(2), potentially triggering anti-SLAPP review for claims based on those specific communications.

## Conclusion

The court held that most claims stemming from an alleged breach of an exclusive agency arrangement and related economic interference were ordinary contract-and-tort disputes outside anti-SLAPP, while only claims based on specific communications tied closely to governmental consideration of the stadium project qualified as protected activity requiring further anti-SLAPP analysis on remand.


Rand Resources, LLC v. City of Carson, 6 Cal. 5th 610 (Cal. 2019)