In light of the Central Florida Tourism Oversight District’s desire to lawyer up against Disney, we looked over the Declaration of Restrictive Covenants and the Developer’s Agreement from the February 8 Reedy Creek meeting.
With the Florida State Government taking control of the district imminently, a meeting was held to finalize agreements between the Reedy Creek Improvement District and Disney. Now, the new board is accusing Disney of “overreach” with the terms that were settled upon.
Term Length of Declaration
The term length for the Declaration was set for perpetuity, but a clause was included as a redundancy that would keep the Declaration in effect until 21 years after the last currently living descendant of King Charles III passes away.
In Exhibit A, Section 7.1: TERM: ASSIGNED BY WDPR:
“…this declaration shall continue in effect until twenty one (21) years after the death of the last survivor of the descendants of King Charles III, King of England, living as of the date of this Declaration.”
This section of the contract comes directly from the Royal Lives Clause. This is a contract clause which provides that a certain right must be exercised within the lifetime—plus 21 years —of the last living descendant of a British Monarch who happens to be alive during the time that the contract is made.
There’s also another safeguard. For as long as Disney owns property within 10 miles of the Reedy Creek Improvement District, the agreement will stand in force:
“Notwithstanding the foregoing or anything to the contrary herein, this Declaration will terminate as of the date that none of WDPR or any of its Affiliates (or their respective successor entities) owns any real property within ten (10) miles of the RCID Properties.“
Changes to Property
Another part of the restrictive covenants states that changes to RCID property are “subject to WDPR’s prior review and comment”
Use of Intellectual Property
The District may not use any Disney name, copyright, symbol, or intellectual property owned or created by Disney.
In Section 5: PROHIBITION ON USE OF DISNEY NAME:
“RCID shall not have the right to do any of the following in relation to any of the RCID Properties:
5.2 Use (or grant the right to any other Person to use) any of the fanciful characters (such as Mickey Mouse), designs, symbols, representations, figures, drawings, ideas, or other intellectual property owned, developed or created by WDPR or any of WDPR’s Affiliates in any manner whatsoever.
5.4 Use, reproduce, sell, distribute, display or exploit (or grant the right to any other Person to use, reproduce, sell, distribute, display or exploit) the WALT DISNEY WORLD® mark, name or symbol or the copyrighted works of the Walt Disney Company, Disney Enterprises, Inc., WDPR or any of WDPR’s Affiliates.“
Enforcement & Benefit
The agreement is explicitly written such that Disney is allowed to be the only beneficiary, and the District to be the one restricted. In Section 6.1:
“The benefits of this Declaration and the covemants, conditions, and restrictions hereof shall run with title to the WDPR Properties and all portions thereof and benefit only the WDPR Properties, WDPR and its Affiliates and each of their respective successors and assigns owning any portion of the WDPR Properties. There shall be no other beneficiaries of such provisions.
This Declaration cannot be modified, amended, terminated or canceled without the express written consent of WDPR.”
Future Legal Proceedings
The agreement dictates that any legal proceedings regarding the Declaration should be brought to the circuit court for Orange County, Florida.
In Section 8.10:
“Any legal proceeding of any nature brought to enforce any right or obligation under this declaration, or to interpret, construe or seek any declaration with respect to any rights, remedies or responsibilities hereunder, or otherwise arising out of or in connection with any matter pertaining to this declaration, shall be submitted exclusively for trial, without a jury, before the circuit court for Orange County, Florida”
What do you think of these new “restrictive covenants” and developer’s agreements? Let us know in the comments.
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Hey good for Disney for fighting back I guess
This has to be one of the first instances of the Royal Lives Clause specifically using the descendants of King Charles III. I’m old enough to remember Queen Victoria’s descendants being the norm for the start of the 21 year period (and to show how long the clause can remain in effect, a contract entered into in 1930 with the Royal Lives Clause tethered to Victoria’s living descendants would just be entering the 21 year period with the death of Queen Elizabeth II; a contract using that language even just a few years later still would not be into the 21 year period because of Elizabeth’s cousins born post-1930 who are still alive).