Orrick Team Files Amicus on Key Corporate Law Question in Washington State Supreme Court Test Over Denial of Services to Same-Sex Couples

March.05.2019

In another high-profile test of a wedding vendor’s right to deny services to same-sex couples based on its owner’s religious objections, an Orrick team has filed an amicus brief in State of Washington v. Arlene’s Flowers, a Washington State Supreme Court case that may return to the U.S. Supreme Court. The brief was filed on behalf of Kent Greenfield, a prominent professor and Dean’s Distinguished Scholar at Boston College Law School who sides with a couple that challenged a florist’s refusal to design flower arrangements for their same-sex wedding.

The state Supreme Court previously ruled that the florist violated the couple’s rights, but is revisiting the case in light of the outcome last year in a similar case out of Colorado decided by the U.S. Supreme Court involving custom wedding cakes (Masterpiece Cakeshop). The Supreme Court’s Masterpiece Cakeshop decision left key issues unresolved.

In the Washington Supreme Court case, Professor Greenfield and our team urged the justices to address important state law issues related to corporate authority that must be decided prior to reaching the core federal constitutional claims involved. Specifically, the brief argues that the constitutional position asserted by the florist business depends on the religious beliefs of the corporation’s shareholder, yet established corporate law principles draw a sharp distinction between the shareholder and corporation. Orrick previously outlined similar arguments in a U.S. Supreme Court amicus brief filed in the Masterpiece Cakeshop case, which explained that any deviation from corporate separateness could have significant implications for business law more broadly.

“Shareholders depend on and desire this separation; they should not be able to assert unity with the corporation whenever it suits their ideological, political, or religious purposes, or exempts the company from regulatory obligations that bind other corporations,” Orrick’s Arlene’s Flowers amicus brief states. “Any relaxation of this rule would cause immense definitional difficulties for corporations operating in the state, creating the likelihood of intracompany fights followed by years of litigation to define which corporations can assert the interests of shareholders and which cannot.”

The Orrick amicus team is led by partner Daniel Rubens, and includes partners John Wolfe and Paul Rugani.

The brief can be read here.