SINGLE SOURCE, INC. v. CENTRAL REGIONAL TOURISM DISTRICT, INC., SC 18819

United States District Court for the District of Massachusetts

 Contracts; Whether the Central Regional Tourism District was the Legal Successor to the Greater Hartford Tourism District and was Therefore Responsible for the Latter's Contractual Obligations.  The plaintiff, a supplier of professional photographs, entered into several contracts with the Greater Hartford Tourism District, Inc. (GHTD), which was created to promote tourism in the Connecticut River valley area.  Thereafter, the General Assembly established five regional tourism districts, which replaced GHTD and the other tourism districts that had been in existence.  One of the newly created districts was the Central Regional Tourism District, Inc. (CRTD), which encompassed most of the geographic region that was previously serviced by GHTD.  In 2008, the plaintiff brought an action against CRTD in the United States District Court for the District of Massachusetts, alleging that CRTD breached the contracts that the plaintiff had entered into with GHTD.  CRTD filed a motion for summary judgment, arguing that it could not be held liable for the breach of contractual obligations assumed by GHTD because it was not the legal successor to GHTD.  It also claimed that even if it was GHTD's legal successor, it was exempt from liability pursuant to General Statutes § 10-397a, which provides in part that "[a]ny regional tourism district may, by vote of its board of directors . . . assume the liabilities of a former tourism district that served all or part of the area served by the new district."  CRTD contended that because its board of directors did not vote to assume the liabilities of GHTD, it could not be held liable for GHTD's breach of its contractual obligations with the plaintiff.  The plaintiff countered that CRTD was the successor in interest to GHTD and was therefore responsible for GHTD's contractual obligations.  It further maintained that if CRTD was correct in its assertion that § 10-397a extinguished the plaintiff's rights under the contracts without providing alternative monetary remedies, then the statute operated as a substantial and unjustifiable impairment of a contractual relationship in violation of the contract clause of the United States constitution.  The District Court determined that the issues that had been raised by the motion for summary judgment should be certified to the Connecticut Supreme Court.  The Supreme Court subsequently accepted the following questions pursuant to General Statutes § 51-199b: "1. Is the Central Regional Tourism District the legal successor to the Greater Hartford Tourism District?  2. If the answer to the first question is yes, does § 10-397a afford the Central Regional Tourism District a total or partial defense to the contractual obligations of the Greater Hartford Tourism District?  3. If the answer to the first question is no, what entity, if any, is responsible for those obligations?"