Two months before its annual meeting is to convene, the State Bar Association has canceled its reservations with Revel Atlantic City, saying the year-old casino hotel won’t be able to accommodate the event.
The Revel disagrees, and the cancellation could possibly activate a poison pill: a contract provision for liquidated damages in the event of a breach.
The bar was worried enough about that eventuality to hire a big gun — former Supreme Court Justice Roberto Rivera-Soto, once a casino lawyer — to hold itself harmless. He confirms the Revel contract includes "a typical liquidated damages clause."
State Bar President Kevin McCann has been tight-lipped, saying the information is confidential and "will be disseminated when it is appropriate."
In a statement to the association’s membership last Thursday, he said "recent decisions made by Revel have led us to the conclusion that in many very important respects, Revel will not be ready to host our event."
Though not specified, one of those decisions may have been Revel’s plan, announced Feb. 19, to file for Chapter 11 bankruptcy. The casino hotel’s lagging revenues over the past two quarters have mounted debts of $1.5 billion.
McCann, in an interview, would not say whether the impending bankruptcy or issues related to it factored into bar board of trustees’ 11th-hour decision to relocate the annual meeting scheduled for May 15-17. Nor would he specify in what "very important respects" Revel seemed unable to perform.
Rivera-Soto, of Ballard Spahr in Cherry Hill, says only that the decision had to do with "facilities and services."
But Revel Senior Vice President for Resort Operations, Dirk Schavemaker, said that "Revel was fully prepared in every way to welcome the members of the NJ Bar Association for their Annual Meeting and Convention for 2013. …. We regret that the leadership has decided to move the event."
Revel is undergoing renovations. Under construction are a high-limit slots area and players lounge; an adults-only pool lounge; a noodle bar; and a restaurant serving breakfast, lunch and dinner. Already extant is a 5,000-seat arena that is adaptable for banquet-style events, but that venue appears to have been unsuitable for the black-tie dinner at which incoming president Ralph Lamparello will be installed.
An alternate plan called for holding the dinner at the Sheraton Atlantic City 1-1/2 miles away and shuttling attendees by bus, but some bar leaders reportedly objected.
Rivera-Soto, who before his term on the Supreme Court served as an officer and general counsel of two Atlantic City casino hotels, Caesars World and Great Bay, says he is convinced the bar won’t have to pay the liquidated damages, which could be as high as $300,000, according to knowledgeable sources.
The clause "only applies if there has been a breach. In this case, the agreement has been terminated as provided in the agreement. It’s not a breach because you don’t have failure to perform by the State Bar," Rivera-Soto says.
He says he does not expect Revel to seek damages. "As far as the State Bar is concerned, the issue is over and done with," he says. "I have had very pleasant discussions with counsel for Revel. If they wish to continue them, I’m happy to continue them."
He says the late relocating of the annual meeting to the Borgata — the site of the bar’s convention in 2007 and from 2009 through 2012 — will not cause any logistical problems. The Borgata "has served our members well for several years," he says. •
Charles Toutant is a reporter for the New Jersey Law Journal, a Legal affiliate