Summary
The Massachusetts Supreme Judicial Court answered certified questions from the United States Court of Appeals for the First Circuit concerning an alleged agreement to compensate Anthony Gattineri for signing a certificate related to the sale of casino-site property. The court held that the agreement was unenforceable on public-policy grounds because it was concealed from the Massachusetts Gaming Commission and was inconsistent with the terms and conditions under which the commission approved the transaction. The court did not reach whether the agreement was separately unenforceable under G. L. c. 23K, § 21.
Topics
Practice areas
Questions Presented
- Whether the alleged San Diego agreement was unenforceable because it violated § 21 of the Massachusetts Gaming Act, G. L. c. 23K.
- Whether the alleged San Diego agreement was unenforceable as contrary to the public policy of protecting public confidence in the integrity of the gaming-licensing process and the strict regulatory oversight of gaming establishments.
Holdings
- An agreement concealed from the Commission and inconsistent with the terms presented to and approved by the Commission to address concerns about possible organized-crime involvement is unenforceable as a violation of public policy.
- The court did not reach or answer the statutory question because the agreement was unenforceable on public-policy grounds.
Key quotations
“We conclude that the San Diego agreement is unenforceable for reasons of public policy.” (at 4)
“"ensuring public confidence in the integrity of the gaming licensing process and in the strict oversight of all gaming establishments through a rigorous regulatory scheme is the paramount policy objective of [the gaming act]"” (at 15)
“Secret deals in violation of the public terms and conditions required for gaming licensure are unenforceable violations of public policy.” (at 21-22)
“An agreement, concealed from the commission empowered to review and approve casino licenses, and inconsistent with the terms presented to, and approved by, the commission to address its concerns about the possible involvement of organized crime, is unenforceable as a violation of public policy.” (at 23-24)
Factual background
Wynn entered an option agreement with FBT Everett Realty, LLC, to purchase land for a proposed casino. During the licensing investigation, the Massachusetts Gaming Commission became concerned that a convicted felon with organized-crime connections had concealed ownership interests in FBT. Wynn and FBT amended the agreement to reduce the purchase price from $75 million to $35 million, and the Commission required FBT's principals to certify that they would be the exclusive recipients of the sale proceeds. Gattineri alleged that Wynn separately promised to pay him approximately $19 million if he signed the certificate, but the alleged oral agreement was not disclosed to the Commission and contradicted the publicly approved terms of the transaction.
Procedural history
Gattineri sued Wynn in the United States District Court for the District of Massachusetts for breach of contract, common-law fraud, and violations of Massachusetts General Laws chapter 93A. The District Court granted summary judgment for Wynn on all counts. On appeal, the First Circuit certified questions concerning whether the alleged San Diego agreement was unenforceable under the Massachusetts gaming statute or public policy. The Supreme Judicial Court answered the public-policy question and declined to reach the statutory question.
Remand instructions
The court answered the second certified question in the affirmative and directed that attested copies of the opinion be transmitted to the First Circuit as the answer to the certified question. It did not answer the first certified question concerning § 21.