National Amusements, Inc. v. Town of Dedham

                  UNITED STATES COURT OF APPEALS
                      FOR THE FIRST CIRCUIT

                                             

No. 94-1176

                    NATIONAL AMUSEMENTS, INC.,
                      Plaintiff, Appellant,

                                v.

                         TOWN OF DEDHAM,
                       Defendant, Appellee.

                                             

           APPEAL FROM THE UNITED STATES DISTRICT COURT

                FOR THE DISTRICT OF MASSACHUSETTS

           [Hon. William G. Young, U.S. District Judge]
                                                                

                                             

                              Before

                      Selya, Circuit Judge,
                                                    

                  Bownes, Senior Circuit Judge,
                                                        

                    and Stahl, Circuit Judge.
                                                      

                                             

     Theodore E. Dinsmoor, with whom Finnegan and Stanzler, P.C.,
                                                                          
Philip  Y. Brown, Grant Schwartz & Brown, Tad Jankowski, and Lori
                                                                           
Wiechelt were on brief, for appellant.
                  
     Joyce  Frank, with  whom  Kopelman and  Paige,  P.C. was  on
                                                                   
brief, for appellee.

                                             

                         January 4, 1995

                                             


          SELYA, Circuit Judge.  This appeal presents a medley of
                    SELYA, Circuit Judge.
                                        

constitutional questions driven by the passage of a municipal by-

law that effectively prohibits  the exhibition of motion pictures

at the  town's only theater  between the hours  of 1:00 a.m.  and

6:00   a.m.     After   careful  consideration   of   appellant's

asseverational  array, we  affirm the  district court's  entry of

summary judgment in the municipality's favor.

I.  BACKGROUND
          I.  BACKGROUND

          Plaintiff-appellant,  National  Amusements, Inc.,  owns

and operates Showcase Cinemas (Showcase), a complex containing 12

theaters located on Route  1 in Dedham, Massachusetts.   In 1978,

appellant  began  exhibiting  "midnight  movies"  on  Friday  and

Saturday nights.   These performances started  between 11:30 p.m.

and 12:30 a.m., and ended between 1:00 a.m. and 2:30 a.m.

          On  January  12, 1989,  at a  meeting  of the  Board of

Selectmen (Dedham's  governing body), Selectman Kehoe  raised the

issue of secondary  effects, expressing  particular concern  over

purported   traffic  and   security   problems  associated   with

Showcase's operation  of its business.  At  a selectmen's meeting

the following week, after another  selectman reported that he had

received complaints about  disruptions connected with appellant's

exhibition of midnight movies, the Board placed a proposed by-law

amendment  on  the  warrant   for  the  forthcoming  annual  Town

Meeting.1  The text  of this proposal, denominated "Article  40,"
                    
                              

     1The venerable  institution of  the town meeting  is perhaps
more  celebrated in  New England  than  elsewhere.   The colonial
government  of Massachusetts  first passed  enabling legislation,

                                2


read in pertinent part:

          To see if the Town will vote to amend Chapter
          XIII  of  the  Town  By-Laws  by  adding  the
          following new section:

          Section  42B-  No  holder of an entertainment
          license  for  theatrical  exhibition,  public
          show,  public  amusement,  concert, dance  or
          exhibition  .  .  .  shall  conduct  business
          between the  hours of  12  midnight and  6:00
          a.m.

The Board also sent a letter to William Towey, appellant's senior

vice-president,  memorializing  its "concern  about  the problems

generating  from  the Showcase  Cinemas  after  the weekend  late

shows," and indicating that the Board "would like to discuss this

situation . .  . ."   On February 2,  Towey and approximately  30

interested residents met with the selectmen and discussed matters

related to the exhibition of midnight movies.

          In  response  to the  residents'  articulated concerns,

Towey  conferred with  various  townsfolk, including  the  police

chief.    Thereafter,  appellant  agreed  to  undertake,  at  its

expense,  a variety  of  measures designed  to enhance  security,

reduce noise levels, control  traffic, and ameliorate the problem

of  litter.    Despite  these concessions,  the  voters  approved
                    
                              

entitled the "Town Act," in 1636.  A 1647 version of the Town Act
gave   municipalities  the   "power   to  make   such  laws   and
Constitutions as may concern the welfare of their Town.  Provided
they be not of a criminal but  only of a prudential nature . .  .
and not repugnant to the publick Laws."  1647 Mass. Town Act, The
                                                                           
Laws  and Liberties  of Massachusetts 50  (1648 &  reprint 1929).
                                               
While Dedham's present-day Town  Meeting operates under the aegis
of the Home Rule Amendment to the Massachusetts Constitution, see
                                                                           
Mass.  Const.  amend. art.  2,     1-9,  amended by  Mass. Const.
                                                             
amend. art.  89; see also Bloom v.  City of Worcester, 293 N.E.2d
                                                               
268, 274-75 (Mass. 1973),  it, too, possesses lawmaking capacity,
see Mass. Const. amend. art. 2,   6.
             

                                3


Article 40  at  a Town  Meeting  held on  April  10, 1989  (first

amending  it to exempt ballroom dancing and to change the closing

time to 12:30 a.m.).

          Under  the  Massachusetts  scheme,   municipal  by-laws

cannot take effect without the imprimatur of the Attorney General

of the Commonwealth of Massachusetts.  See Mass. Gen.  L. ch. 40,
                                                    

  32.  The Attorney General refused to sanction Article 40 on the

ground that  the proposed  amendment, by  distinguishing ballroom

dancing from  other forms of  dance, was not  content-neutral and

was, therefore, unconstitutional.

          Undaunted,  the Board of  Selectmen proposed a neoteric

amendment,  Article 4,  for  inclusion on  the next  Town Meeting

warrant.  Article 4 provided in pertinent part:

          To see if the Town will vote to amend Chapter
          XIII of  the Revised  By-Laws of the  Town of
          Dedham,  entitled   "Police  Regulations"  by
          adding a  new section at the  end thereof, as
          follows:  Section 57.
                                        

          Unless  otherwise restricted, no  holder of a
          license  issued  by   the  Town  of   Dedham,
          pursuant   to  Massachusetts   General  Laws,
          Chapter 140,  Sections  177A, 181  and  183A,
          shall permit any activity licensed thereunder
          to  be conducted  between the  hours of  1:00
          a.m. and 6:00 a.m.2

          The voters adopted Article 4 at a special  Town Meeting

held on November  6, 1989.  The  Attorney General approved it  on

February  8,  1990.   On  the  day that  Article  4  took effect,

                    
                              

     2The state laws cited in Article 4 authorize municipalities,
in  general, to grant and revoke  licenses for amusement devices,
concerts,  dances, exhibitions,  and  public shows  for which  an
admission fee is charged.

                                4


appellant  sued, charging  that  the by-law  violated its  rights

under  both  the federal  and  state  constitutions.3   Following

pretrial  discovery,   Dedham  successfully  moved   for  summary

judgment.  See National  Amusements, Inc. v. Town of  Dedham, 846
                                                                      

F. Supp. 1023 (D. Mass. 1994).  This appeal ensued.

II.  THE SUMMARY JUDGMENT STANDARD
          II.  THE SUMMARY JUDGMENT STANDARD

          A federal court may  grant summary judgment in  a civil

action   "if    the    pleadings,   depositions,    answers    to

interrogatories,  and  admissions  on  file,  together  with  the

affidavits, if any, show that there is no genuine issue as to any

material fact and that the moving party is entitled to a judgment

as a matter of law."  Fed.  R. Civ. P. 56(c).  The Supreme  Court

fleshed out this rule in a trilogy of cases decided  in the 1985-

86  term.  See  Celotex Corp.  v. Catrett,  477 U.S.  317 (1986);
                                                   

Anderson v.  Liberty Lobby, Inc., 477 U.S. 242 (1986); Matsushita
                                                                           

Elec. Indus. Co. v. Zenith Radio Corp., 475 U.S. 574  (1986).  In
                                                

general,  these  cases  require  that  a  party  seeking  summary

judgment  make a  preliminary showing  that no  genuine issue  of

material fact exists.  Once the movant has made this showing, the

nonmovant  must contradict  the showing  by pointing  to specific

facts demonstrating  that there is, indeed,  a trialworthy issue.

See Celotex, 477 U.S. at 324.
                     

          To  satisfy  the  criterion  of   trialworthiness,  and

thereby forestall  summary judgment, an issue  must be "genuine,"

                    
                              

     3Dedham agreed  not to  enforce the by-law  against Showcase
pendente lite.  This stipulation remains in effect.
                       

                                5


that is, the evidence relevant to the issue, viewed in the  light

most flattering to  the party  opposing the motion,  see Mack  v.
                                                                       

Great Atl.  & Pac. Tea  Co., 871 F.2d  179, 181 (1st  Cir. 1989),
                                     

must be  sufficiently open-ended to permit  a rational factfinder

to resolve the issue in favor of either side.  See Liberty Lobby,
                                                                          

477 U.S.  at 250; Hahn  v. Sargent, 523  F.2d 461, 464  (1st Cir.
                                            

1975),  cert.  denied,  425  U.S. 904  (1976).    Trialworthiness
                               

necessitates  "more  than simply  show[ing]  that  there is  some

metaphysical doubt  as to the  material facts."   Matsushita, 475
                                                                      

U.S. at 586.  As we have stated, "[t]he evidence illustrating the

factual controversy cannot be conjectural or problematic; it must

have substance in the  sense that it limns differing  versions of

the truth  which a factfinder  must resolve . .  . ."   Mack, 871
                                                                      

F.2d at 181.

          Trialworthiness requires not only a "genuine" issue but

also  an  issue that  involves a  "material"  fact.   See Liberty
                                                                           

Lobby, 477  U.S. at 248.   In this  context, the  term "material"
               

means that  a fact has  the capacity to  sway the outcome  of the

litigation  under the applicable law.   See id.;  see also United
                                                                           

States v. One Parcel  of Real Property, Etc. (Great  Harbor Neck,
                                                                           

New Shoreham, R.I.),  960 F.2d 200, 204 (1st Cir.  1992).  If the
                            

facts on which the  nonmovant relies are not material, or  if its

evidence  "is not  significantly probative,"  Liberty Lobby,  477
                                                                     

U.S. at 249-50  (citations omitted),  brevis disposition  becomes
                                                      

appropriate.

          An  order granting  summary judgment  engenders plenary

                                6


review.  See Pagano v. Frank, 983 F.2d 343, 347  (1st Cir. 1993).
                                      

In conducting such review, we examine the summary judgment record

in the light most friendly to the summary  judgment loser, and we

indulge all reasonable inferences in that party's favor.  See id.
                                                                           

Withal, we need not credit purely conclusory allegations, indulge

in rank  speculation, or draw improbable inferences.  See Medina-
                                                                           

Munoz v. R.J. Reynolds Tobacco Co., 896 F.2d 5, 8(1st Cir. 1990).
                                            

III.  THE FIRST AMENDMENT CLAIM
          III.  THE FIRST AMENDMENT CLAIM

          The heart of appellant's case is its multifaceted claim

that  the municipal by-law violates the First Amendment.  We turn

directly   to   that   claim   (relegating   appellant's  related

overbreadth challenge to Part IV(C), infra).
                                                    

                 A.  Putting First Things First.
                           A.  Putting First Things First.
                                                         

          In  the   context  of  First  Amendment  challenges  to

government regulations that burden  speech, the Supreme Court has

identified  two  differing  modes   of  analysis,  or  levels  of

scrutiny,  that   may  come  into  play.     Since  entertainment

constitutes  a  form of  speech,  fully  protected by  the  First

Amendment, see Schad  v. Borough of Mt. Ephraim, 452  U.S. 61, 65
                                                         

(1981), our initial task is to determine the appropriate level of

judicial scrutiny that  attaches to an analysis of Article 4.  We

begin  this endeavor by mapping the choices and putting them into

workable perspective.

          Freedom  of speech  is among  the most precious  of our

constitutional rights.   Thus, courts have  long recognized that,

when  governmental  action  places  speech  in  special jeopardy,

                                7


special  protections  must  apply.    For  this  reason,  a court

embarking   on  an   inquiry   into   the  constitutionality   of

governmental action  will devote  "the most exacting  scrutiny to

regulations that suppress,  disadvantage, or impose  differential

burdens on speech because of  its content."  Turner  Broadcasting
                                                                           

Sys., Inc. v.  FCC, 114 S. Ct. 2445, 2459  (1994); accord Simon &
                                                                           

Schuster, Inc. v. Members of N.Y. State Crime Victims Bd., 112 S.
                                                                   

Ct. 501, 508 (1991); Widmar v. Vincent, 454 U.S. 263, 276 (1981).
                                                

Strict scrutiny is desirable  in these circumstances because such

laws "pose the  inherent risk  that the Government  seeks not  to

advance a  legitimate regulatory goal, but  to suppress unpopular

ideas  or information  or  manipulate the  public debate  through

coercion rather  than persuasion."   Turner Broadcasting,  114 S.
                                                                  

Ct. at 2458.  Courts therefore treat content-based regulations as

"presumptively  invalid" under  the First  Amendment.   R.A.V. v.
                                                                        

City of St. Paul, 112 S. Ct. 2538, 2542 (1992).
                          

          In contrast, regulations  that burden speech, but  that

are unrelated to the speaker's viewpoint or to the content of the

proscribed speech, are subject to a less taxing (but  nonetheless

meaningful) level of judicial scrutiny.  This disparate treatment

is justified because, on the whole, non-content-based regulations

pose "a  less  substantial  risk of  excising  certain  ideas  or

viewpoints from  the public dialogue."   Turner Broadcasting, 114
                                                                      

S. Ct. at 2459.   Phrased another way, since regulations that are

not content-based  portend less  jeopardy for freedom  of speech,

the  special prophylaxis  that  strict scrutiny  ensures is  less

                                8


necessary.

          This  dichotomy  has important  practical ramifications

for  constitutional  analysis   as  the  applicable  indices   of

constitutionality vary  according to  the level of  scrutiny that

attaches.  Strict judicial scrutiny makes it less likely that any

given regulation will clear the constitutional hurdle for, in its

domain, the operative test is whether  a regulation "is necessary

to serve a  compelling state  interest and is  narrowly drawn  to

achieve that end."   Arkansas Writers' Project,  Inc. v. Ragland,
                                                                          

481  U.S.  221,  231  (1987).    Under  ordinary  First Amendment

scrutiny       sometimes   called   "intermediate"   scrutiny  in

recognition of the fact that all First Amendment scrutiny is more
                                          

demanding  than the "rational basis"  standard that is often used

to  gauge the  constitutionality  of  economic  regulations,  see
                                                                           

Turner  Broadcasting,  114 S.  Ct. at  2458;  see also  Madsen v.
                                                                        

Women's  Health Ctr., Inc., 114 S. Ct. 2516, 2537 (1994) (Scalia,
                                    

J.,  concurring in part  and  dissenting  in part)    the test is

less  exacting in  both the  "ends" and  "means" segments  of the

equation.     Thus,   where   intermediate   scrutiny   pertains,

restrictions  on   the  time,  place,  or   manner  of  protected

expression "are  valid provided  that they are  justified without

reference to the content  of the regulated speech, that  they are

narrowly tailored  to serve a significant  governmental interest,

and  that   they  leave  open  ample   alternative  channels  for

communication  of  the  information."   Clark  v.  Community  for
                                                                           

Creative Non-Violence, 468 U.S. 288, 293 (1984).
                               

                                9


              B.  Identifying the Level of Scrutiny.
                        B.  Identifying the Level of Scrutiny.
                                                             

          In light of these  differing analytic modalities, it is

unsurprising  that  many   First  Amendment   battles  over   the

constitutionality  of government regulations  start with a debate

about what level of scrutiny is appropriate.  The instant case is

no  exception.   Here,  appellant   advances  two main  theses in

support of its exhortation that Dedham's by-law must be subjected

to  strict scrutiny.    First, it  maintains  that Article  4  is

content-based.  Second, it maintains that Article 4 impermissibly

singles out, and thus  targets, Showcase's exhibition of midnight

movies.  Neither thesis merits a passing grade.

          1.   Relationship  to  Content.   Appellant's  flagship
                    1.   Relationship  to  Content.
                                                  

claim  portrays  Article 4  as  a content-based  regulation.   If

sustainable, this characterization would require us to employ the

most    exacting   scrutiny    in    evaluating   the    by-law's

constitutionality.   See, e.g., Simon  & Schuster, 112  S. Ct. at
                                                           

508.     Be  that   as  it  may,   we  do  not   think  that  the

characterization is apt.

          The  concept of  what  constitutes a  content-based  as

opposed  to a  content-neutral regulation  has proven  protean in

practice.  The Court's cases teach that the "principal inquiry in

determining content neutrality, in  speech cases generally and in

time,  place,  or  manner  cases in  particular,  is  whether the

government  has  adopted  a   regulation  of  speech  because  of

disagreement  with the message it conveys."  Ward v. Rock Against
                                                                           

Racism,  491 U.S.  781, 791  (1989) (citation  omitted).   Even a
                

                                10


regulation  that  does  not  choose  sides  or  otherwise  convey

disapproval of a particular message can run afoul of this dictate

because  the   "First  Amendment's  hostility   to  content-based

regulation extends . .  . to prohibition of public  discussion of

an  entire  topic."    Consolidated Edison  Co.  v.  Public Serv.
                                                                           

Comm'n, 447 U.S. 530, 537 (1980); accord Simon & Schuster, 112 S.
                                                                   

Ct. at 509.  This does not mean, however, that the sovereign must

steer  away  from  content at  all  costs,  or  else risk  strict

scrutiny.   "A regulation that  serves purposes unrelated  to the

content  of expression  is  deemed neutral,  even  if it  has  an

incidental effect on  some speakers or messages  but not others."

Ward, 491  U.S.  at 791;  see  also City  of  Renton v.  Playtime
                                                                           

Theatres, Inc., 475 U.S. 41, 47-48 (1986).
                        

          The subject of our inquiry here seems at first blush to

be the very model of a content-neutral regulation.  Article 4, by

its  terms, does  not  demand reference  to  the content  of  the

affected speech in  order to determine if the  ordinance applies;

the only  requisite reference  is to an  external characteristic:

whether the activity is licensed under one of several  particular

sections  of  state law.    Furthermore,  nothing in  the  record

suggests that Article 4 arose out  of an effort to suppress  some

particular message communicated  through Showcase's selection  of

motion pictures.  In  all events, any such forensic  fizgig would

be easily  defused, because the midnight  movies comprise exactly

the same fare that  appellant displays during the hours  when the

theater's operation is totally unaffected by Article 4. 

                                11


          Faced with  so formidable a set  of barriers, appellant

hems  and  haws.   In the  end, it  theorizes  that Article  4 is

content-based  because,  while banning  licensed activity  in the

early  morning hours, the by-law  leaves untouched other forms of

expression, say, unlicensed entertainment, street demonstrations,

public speeches,  and candlelight  vigils.  In  appellant's view,

this  distinction  is driven  by a  value  judgment    the town's

conscious decision to place  less worth on licensed entertainment

than  on   unlicensed  entertainment      and   thus  constitutes

"irrational  discrimination  between  the  secondary  effects  of

prohibited and permitted forms of  expression based solely on the

charge of an admission fee."  Appellant's Brief at 26.

          As authority for this bold proposition, appellant cites

City  of Cincinnati v. Discovery  Network, Inc., 113  S. Ct. 1505
                                                         

(1993).  We do not believe that the case can carry the cargo that

appellant piles upon it.  In Discovery Network, a city, motivated
                                                        

by interests in both safety and aesthetics, imposed a categorical

ban on the distribution, via newsrack, of "commercial handbills,"

but   allowed  the   continued   distribution   of   "newspapers"

(containing primarily  noncommercial speech).    Id. at  1507-09.
                                                              

This policy  clearly favored noncommercial speech over commercial

speech,  and, under  it, "whether  any particular  newsrack falls

within  the ban is determined  by the content  of the publication

resting  inside  that  newsrack."     Id.  at  1516.     On  that
                                                   

understanding,  the Court found the ban to be content-based.  See
                                                                           

id.  at   1516-17.     In  so  holding,   the  Justices,   though
             

                                12


acknowledging that the city had a legitimate interest in limiting

the  number  of  newsracks,  gave short  shrift  to  Cincinnati's

suggestion that the regulation was content-neutral because it was

born of a  desire to combat certain distasteful secondary effects

associated  with newsracks.   The Court contrasted  the case with

Renton,  explaining that  Cincinnati had  failed to  identify any
                

"secondary   effects   attributable  to   respondent  publishers'

newsracks  that distinguish  them from  the newsracks  Cincinnati

permits to remain on its sidewalks."  Id. at 1517.
                                                   

          Appellant's reliance on  Discovery Network is  mislaid.
                                                              

Whether Cincinnati's regulation applied to a  particular newsrack

was determined  by necessary reference  to the subject  matter of

the  specific  publications   contained  therein      a  telltale

harbinger of  content-based regulation.   Dedham's regulation  is

not  of this ilk; Article  4 applies without  reference to either

the content of the  entertainment or the communicative  impact of

any  speech.   Unlike  in  Discovery  Network, the  applicability
                                                       

determination is  based  solely on  an external,  content-neutral

characteristic   the existence of an admission fee.

          To  rub  salt in  an  open  wound, appellant  not  only

misapprehends the import of Discovery Network, but also overreads
                                                       

the Court's opinion.   The case does  not stand for the  sweeping

proposition that any differential treatment of speakers renders a
                              

regulation content-based.  Instead, the Court's holding pivots on

the  conclusion that,  though  the city's  underlying purpose  in

enacting the ordinance was  proper, the differential treatment of

                                13


speakers had no  relationship to that  underlying purpose.4   See
                                                                           

id. at 1517.  Thus, Discovery Network establishes a much narrower
                                               

proposition:  that, even when a municipality passes  an ordinance

aimed solely at the secondary effects of protected speech (rather

than  at speech per se), the ordinance may nevertheless be deemed
                                

content-based if the municipality differentiates between speakers

for reasons  unrelated to the legitimate  interests that prompted
                                                                           

the regulation.   Cf. Carey  v. Brown,  447 U.S. 455,  465 (1980)
                                               

(sustaining  challenge  to  statute  permitting  labor,  but  not

nonlabor, picketing, because "nothing in the content-based labor-

nonlabor distinction ha[d] any bearing" on the state's legitimate

interest in privacy).

          Here,  Dedham's stated  interest in enacting  Article 4

is,  and has been,  to reduce the number  of sources of potential

noise  and disturbance.5  Such an objective is plainly within the

office  of  municipal  government.    Accordingly,  the  relevant

question  reduces  to  whether   Dedham  has  offered  a  neutral

justification  for  the  differential  treatment  that Article  4

accords to purveyors of licensed entertainment, on the one  hand,

and purveyors of unlicensed entertainment, on the other hand.  On

the facts of  this case,  the question requires  us to  ascertain

whether there are any  secondary effects attributable to licensed
                    
                              

     4In  this regard,  it is interesting  that, as  applied, the
regulation outlawed only 62 newsracks while permitting over 1,500
others to remain  in service.  See Discovery Network,  113 S. Ct.
                                                              
at 1510.

     5We discuss appellant's claim that Dedham's stated  interest
is illusory and-or pretextual in Part III(C)(1), infra.
                                                                

                                14


(commercial) amusements that distinguish them from the unlicensed

(noncommercial) amusements that Dedham has left unregulated.  See
                                                                           

Discovery Network, 113 S. Ct. at 1517.
                           

          We answered  the same question in  a slightly different

setting in  Fantasy Book Shop, Inc.  v. City of Boston,  652 F.2d
                                                                

1115 (1st Cir. 1981).  There, several adult bookstores challenged

the constitutionality of a municipal licensing ordinance (enacted

pursuant to Mass. Gen. L. ch. 140,   181, a statute referenced in

Dedham's  amended by-law)  on the  ground, inter  alia, that  the
                                                                

ordinance   treated   commercial  and   noncommercial  amusements

differently.  In response, we rejected

          appellant's argument that the statute and the
          ordinance  are   facially  underinclusive  by
          reason  of  their  failure  to  subject  non-
          commercial amusements to  the same  licensing
          requirements.   We think  a legislature could
          reasonably   conclude   that   non-commercial
          amusements    present    sufficiently    less
          likelihood   of  the   harms  sought   to  be
          prevented   to  justify   their  differential
          treatment.

Fantasy Book Shop, 652 F.2d at 1121 n.6 (offering examples).
                           

          In the case  at bar,  we think it  self-evident that  a

legislative body might reasonably conclude that the frequency and

regularity of activity inherent  in an ongoing commercial venture

heighten the probability of  late-night disruptions and boost the

number of likely  participants.  The profit  motive itself, which

encourages   marketing   and   promotion   aimed   at   increased

consumption,  is the  surest  indicator  that,  where  commercial

amusements  operate, crowds  will  probably gather.   Hence,  the

distinction  drawn  by  Dedham between  licensed  and  unlicensed

                                15


entertainment  bears  a  rational relationship  to  the  specific

interests  cited by  it  in  enacting  Article  4.    It  follows

inexorably that, notwithstanding  the differential treatment that

the   by-law  gives   to  unlicensed   as  opposed   to  licensed

entertainment, it  cannot successfully be  condemned as  content-

based.

          2.    Targeting.    Warbling from  a  different  perch,
                    2.    Targeting.
                                   

appellant  asseverates   that  Article   4  should   be  strictly

scrutinized because  it singles out,  and in that  sense targets,

Showcase's  midnight  movies.   This  asseveration  rests on  the

notion  that   strict  scrutiny   is  always  justified   when  a
                                                      

municipality  enacts  an  ordinance  that,  in  practical effect,

regulates  the  First Amendment  rights of  a  select group.   We

consider the notion misguided.

          In mounting its "targeting" offensive, appellant relies

primarily on Minneapolis Star  & Tribune Co. v.  Minnesota Comm'r
                                                                           

of Revenue, 460 U.S. 575 (1983).  In Minneapolis  Star, the Court
                                                                

struck down a state use tax on newsprint and ink, ruling that the

tax violated the First Amendment both because it "singled out the

press for  special treatment"  by taxing  newspapers in  a manner

"without parallel in  the State's  tax scheme," id.  at 582,  and
                                                             

because it impermissibly "target[ed] a small group of newspapers"

within  the press  as a  whole, id.  at 591.6   In  reaching this
                                             

result,  the  Court consigned  the  Minnesota  statute to  strict
                    
                              

     6Because the Minnesota tax exempted the first $100,000 worth
of  newsprint and ink used annually by each publisher, its burden
fell almost exclusively on large newspapers.

                                16


scrutiny, reasoning:

          When the State  singles out the press,  . . .
          the  political  constraints  that  prevent  a
          legislature from passing  crippling taxes  of
          general applicability are  weakened, and  the
          threat  of  burdensome  taxes becomes  acute.
          That threat  can operate as effectively  as a
          censor to check critical comment by the press
          . . . .

Id. at 585.  The Court added that "differential treatment, unless
             

justified by  some special characteristic of  the press, suggests

that the goal of  the regulation is not unrelated  to suppression

of   expression,    and   such    a    goal   is    presumptively

unconstitutional."  Id.
                                 

          Before   attempting  to  transplant  the  teachings  of

Minneapolis  Star, it  is important  to recall  that, in  a later
                           

case, the  Court revisited  the matter of  differential taxation.

See Leathers  v. Medlock, 499 U.S. 439  (1991).  There, the Court
                                  

ruled that  Arkansas could extend its  generally applicable sales

tax to  cable television and satellite  services, while exempting

print media, without  offending the First  Amendment.  The  Court

refined  the  analysis  it   had  crafted  in  Minneapolis  Star,
                                                                          

explaining  that targeting  engenders strict  scrutiny only  when

regulations (1)  single out the  press, (2) take  aim at a  small

group  of speakers,  or  (3) discriminate  on  the basis  of  the

content  of protected speech.  Id.  at 447.  Because the Arkansas
                                            

tax measure avoided these  pitfalls   for example, there  was "no

indication"  that   Arkansas  "targeted  cable  television  in  a

purposeful attempt  to  interfere  with  . .  .  First  Amendment

activities,"  id. at 448    the Court concluded  that the statute
                           

                                17


did not warrant strict scrutiny.

          It is  incumbent upon us  to inspect this  case through

the precedential prism of Minneapolis Star and Leathers.  Reduced
                                                                 

to bare  essence, appellant's argument for  strict scrutiny based

on  targeting necessarily  rises or  falls on  the second  of the

three criteria identified by  the Leathers Court.  We  believe it
                                                    

falls, for Article 4 does not target Showcase either as a speaker

or as a business.

          By  its terms,  Article  4's  proscription on  activity

between  1:00 a.m.  and 6:00  a.m. applies  to a myriad  of other

First Amendment speakers, such  as persons who from time  to time

may hold licenses for concerts, dances, or plays.  And, moreover,

First Amendment  speakers are not the  only businesses prohibited

from  late-night   operation  in  Dedham;  there  is  substantial

evidence  in the record to support the town's contention that the

disputed  by-law is simply the latest in a progression of by-laws

designed  to ensure  that  commercial activities  do not  impinge

unduly on private,  residential life.7  In  this respect, Article

4 is more  akin to the tax in Leathers   an impost that the Court
                                                

upheld because it was an extension of a generally applicable tax,

499 U.S. at 447   than to the tax in Minneapolis Star   an impost
                                                               

                    
                              

     7For example, section 42 of  the town's revised by-laws,  as
amended  in  1976, prohibits  individuals  from  selling food  at
retail between 12:00 midnight  and 6:00 a.m.  Section  42A, added
to the by-laws in  1976 and thereafter revised slightly  in 1979,
proscribes the  sale of  virtually all retail  commodities except
fuel products between 12:00  midnight and 6:00 a.m.   Dedham also
has adopted  a by-law  forbidding the illumination  of signs  for
retail establishments during the same six-hour interval.

                                18


that  the Court struck down  because it was  "without parallel in

the State's tax scheme," 460 U.S. at 582.

          To cinch  matters, appellant's targeting  argument also

flies  in the  teeth of  the secondary  effects doctrine.   Under

appellant's  formulation, any  regulation that  has an  effect on

fewer than  all First  Amendment speakers  or  messages could  be

deemed  to be  a form of  targeting and thus  subjected to strict

scrutiny.    Yet   the  Supreme  Court  has  recognized   that  a

municipality  lawfully  may  enact   a  regulation  that  "serves

purposes unrelated to the content of expression . . .  even if it

has an incidental  effect on  some speakers or  messages but  not

others."  Ward, 491 U.S. at 791.
                        

          Even   appellant's  most  vaunted  precedent  does  not

support its targeting argument.   In Minneapolis Star, the  Court
                                                               

did not condemn all  regulations that single out First  Amendment

speakers   for  differential   treatment;   rather,   the   Court

acknowledged that certain forms  of differential treatment may be

"justified  by  some  special  characteristic"  of the  regulated

speaker.   460 U.S.  at 585.   Secondary  effects can  comprise a

special  characteristic  of  a  particular speaker  or  group  of

speakers.    Accordingly,  the   language  we  have  quoted  from

Minneapolis  Star comfortably  accommodates an  exception to  the
                           

prohibition on  differential treatment  for regulations  aimed at

secondary effects, so long as the disparity is reasonably related

                                19


to a legitimate governmental interest.8

          In  sum,  appellant's  targeting  argument,   like  its

argument  about content  quality, fails  to furnish  a cognizable

basis  for invoking  strict scrutiny.   We,  therefore,  apply an

intermediate   level    of    scrutiny   in    considering    the

constitutionality of

Article 4.

               C.  Applying Intermediate Scrutiny.
                         C.  Applying Intermediate Scrutiny.
                                                           

          Strict scrutiny aside, restrictions on the time, place,

and  manner of  protected  expression     and Article  4  plainly

qualifies as such  a restriction    should be  upheld so long  as

they are content neutral, closely tailored to serve a significant

governmental  interest,  and  allow  for  reasonable  alternative

channels  of communication.  See  Renton, 475 U.S.  at 50; Clark,
                                                                          

468 U.S. at 293.  Appellant  says that Article 4 fails to satisfy

any of these three criteria.  We do not agree.

          1.   Governmental Interest.  Dedham  maintains that the
                    1.   Governmental Interest.
                                              

voters enacted Article  4 to "preserve peace  and tranquility for

Town  citizens during the late evening hours."  Such an interest,

in  the   abstract,  suffices   to   justify  a   content-neutral
                    
                              

     8Appellant's continued insistence that Article  4 unlawfully
targets  Showcase  because  it   was  conceived  in  response  to
complaints  about disruptions  incident  to the  midnight  movies
reflects a distorted view both of the  secondary effects doctrine
and of how a representative democracy functions.  An ordinance is
not called into constitutional  question because its enactment is
prompted  by non-speech-related  concerns (e.g.,  crime, traffic,
                                                         
noise) stemming from the activity of a specific entity.  So here:
it works  no constitutional insult that  the community's concerns
about  the midnight movies acted  as a catalyst  that spurred the
passage of a generally applicable regulation.

                                20


restriction on  protected speech  (so long as  other requirements

are  met).   No  less an  authority  than the  Supreme  Court has

observed  that  government's "interest  in  protecting  the well-

being, tranquility, and privacy  of the home is certainly  of the

highest order in a free and  civilized society."  Carey, 447 U.S.
                                                                 

at 471.

          Appellant  concedes the  theoretical  validity  of  the

town's interest in preserving  peace and tranquility, but insists

that the record evinces a genuine question as to whether Dedham's

articulated  concerns,  such as  noise,  crime,  and litter,  are

founded in fact.   Going a step further, appellant  also contends

that  Dedham's asserted interest is pretextual,  and that a race-

based animus, instead  of a desire to promote serenity, motivated

the adoption  of the by-law.  The record fails to bear out either

of these claims.

                                a.
                                          a.
                                            

          As an initial  matter, appellant asserts that  Dedham's

professed  governmental  interest   is  not  substantial  because

exhibiting  midnight   movies  did  not   adversely  affect   the

peacefulness  of  the community,  and,  therefore, the  secondary

effects at which Article 4 is  aimed are illusory.  We agree with

appellant's premise:   a governmental interest  woven exclusively

out  of the gossamer threads of speculation and surmise cannot be

termed substantial.  However, we  disavow appellant's conclusion:

the record before us consists of sturdier stuff and tells a story

that  strongly  supports Dedham's  stated  purpose.   We  canvass

                                21


certain key pieces of evidence.

          Before Article 4 was more than a gleam in its sponsors'

eyes,   numerous  citizens   had   complained  about   vandalism,

trespassing,  noise, and  late-night traffic  through residential

neighborhoods  (with  accompanying   disruption  from   headlight

glare).  On  January 19,  1989, Selectman Hoell  emphasized at  a

selectmen's meeting "his concern and the concern of the neighbors

in  the  area of  the Cinema  regarding  incidents at  the Cinema

during and after  the late showings  on weekends."   At the  same

meeting, Selectman Kehoe noted that she had "received calls  from

residents" complaining  about "many  incidents" at the  site, and

the  police chief, Dennis Teehan, reported  to the selectmen that

"[t]here have been numerous incidents happening in the area . . .

after the midnight shows let out."  At the February 2 selectmen's

meeting, several residents, including John Birda, Bob Zieman, and

John  Howard, complained  that appellant's  late-night operations

resulted  in  disruptions, such  as noise  in  the vicinity  of a

nearby  bus stop.   Additionally,  appellant acknowledged  in the

district  court  that,  between  February  2  and  April  6,  its

representatives "met with . . . Dedham residents on five separate

occasions,"  and that,  during these  meetings, it  "proposed and

developed plans to alleviate  any articulated concerns pertaining

to  traffic, noise and security at or around the Showcase Cinemas

complex."  Appellant's Complaint,   10.  Appellant then put these

plans (including, for example, a beefed-up police presence, added

patrols, and a litter-removal program) into effect at its expense

                                22


   thus lending  a  patina  of  plausibility to  the  complaints.

Robert  Cedrone,   chairman  of   the  Poor  Farm   Committee,  a

neighborhood alliance, capsulized the situation, describing it in

the following terms at the April 24 Town Meeting:

          [There  are] more  people  coming out  of the
          late show cutting  through the  neighborhood,
          cutting  through  back  yards.   The  elderly
          people  still  can't get  used to  that, even
          with the extra police protection . . . .  The
          people in  this  neighborhood got  to  go  to
          sleep . . .  .  They're sleeping on  eggs out
          there.

          Appellant attempts to brush aside  these remonstrances.

Based on  information developed through an in-depth investigation

conducted in the course of litigation (and, therefore, well after

the  fact), it argues that the residents' complaints proved to be

phantoms, and that, therefore, Dedham  failed to carry its burden

of  establishing that  Article  4 actually  serves a  substantial

governmental interest.  In advancing this proposition,  appellant

in effect argues that a municipality cannot credit complaints and

other  evidence  related  to  past  problems  with  a  particular

activity  or   enterprise  unless   and  until  it   conducts  an

independent investigation and corroborates  each incident.  We do

not believe that local legislatures are so constrained.

          A legislative  body  can act  without  first  acquiring

irrefutable  proof.  In other words, lawmakers need not bury each

piece  of  described trash  before  acting to  combat  litter, or

confirm each  honking horn before  acting to abate  noise levels.

Instead, a legislative body, acting in furtherance of  the public

interest, is entitled to rely on whatever evidence it "reasonably

                                23


believe[s] to be  relevant to the problem" at  hand.  Renton, 475
                                                                      

U.S.  51-52.9    Here,  it seems  pellucid  that,  in  addressing

problems  of  crime,  litter,   and  noise  posed  by  late-night

commercial  entertainment activities, Dedham  had ample reason to

assume that the  collocation of  factors on display  at the  Town

Meeting   recurrent, wide-ranging complaints lodged by residents,

constabulary  concern with  a  pattern  of  incidents  reasonably

believed  to have occurred  in connection with  the exhibition of

midnight movies, and a commonsense realization that the placidity

of  a residential  community will be  jeopardized by  an activity

that  regularly draws  hundreds  of late-night  patrons, most  in

automobiles,  who must then depart  in the early  morning hours  

                    
                              

     9Appellant reads  Renton with  an astigmatism bred  of self-
                                       
interest.  To be  sure, as appellant suggests, the  Ninth Circuit
initially  found  the   city's  stated  justifications  for   the
ordinance  to be speculative because  the city enacted it without
the benefit  of any  studies relating  to the  city's "particular
problems or needs."   Renton, 475 U.S. at 50  (citation omitted).
                                      
But  the  Supreme Court  determined  that the  Ninth  Circuit had
"imposed  on the  city an  unnecessarily rigid burden  of proof,"
id., reasoning  that "[t]he  First Amendment  does not  require a
             
city, before enacting such  an ordinance, to conduct  new studies
or  produce evidence  independent  of that  already generated  by
other cities, so long  as whatever evidence the city  relies upon
is reasonably believed  to be  relevant to the  problem that  the
city addresses,"  id. at 51-52.   To  the extent  it is  relevant
                               
here, Renton stands for the  proposition that a municipality  may
                      
rely upon  the experience of other communities  in assessing, and
then  addressing,  particular problems.    It  neither holds  nor
suggests that a city  is debarred from using its  own experiences
                                                                           
for the same purpose.  See Ward, 491 U.S. at  800 (holding that a
                                         
city's  substantial   interest  in  limiting  sound   volume  was
satisfactorily  "evidenced  by  the  complaints  about  excessive
volume generated by respondent's past concerts").

                                24


were  relevant  to,  and  probative  of,  its  assessment  of the

problem.10   Consequently, we reject appellant's  contention that

Dedham's asserted governmental interest is a phantom.

                                b.
                                          b.
                                            

          In addition to attacking  the credibility of the town's

anecdotal  evidence, appellant asserts that Article 4's "ulterior

purpose  is to  keep African  Americans out  of Dedham  . .  . ."

Appellant's Brief at 39.  This is a serious charge   and we treat

it  as  such.   Having  scoured the  record,  we  agree with  the

district court that the allegation stands unproven.

          In   support  of   the  accusation,   appellant  relies

principally  upon a  survey  purporting to  demonstrate that  the

audience   composition  for   Showcase's   midnight   movies   is

approximately 80% African-American as contrasted with an audience

composition  of  approximately  30%  African-American  for  other

screenings.   Appellant  buttressed the  survey results  with the

affidavit  of  the theater  manager,  Anthony  Pungitore, to  the

effect  that midnight movie  audiences have  been "predominantly"

African-American,  at  least  since  1986.   The  district  court

articulated an  abiding concern about the  relevance and validity

                    
                              

     10In respect to governmental  interest, the material fact is
whether  Dedham  had  adequate  reason to  act  upon  its  stated
concerns,  not,  as appellant  would  have  it, whether  Dedham's
concerns  were well-founded.  As  to the former,  the evidence is
overwhelming.    Hence,  the  lower  court  appropriately granted
summary judgment on this issue.

                                25


of  the survey  evidence,11 but  eventually accepted  it arguendo
                                                                           

for  summary judgment purposes as probative of "the racial mix of

Showcase audiences."  National Amusements, 846 F. Supp.  at 1028.
                                                   

Nevertheless,  the district  court  found the  record "devoid  of

evidence that race played a role in the decision to adopt the By-

law."  Id.  We reach the same conclusion.
                    

          Even accepting appellant's assertion  as to the  racial

composition of  the midnight  movie audiences, appellant  has not

linked that fact  to the municipal decisionmaking  process.  That

is to say, appellant  cites no evidence that any  person involved

in the passage of Article 4 was aware at that time of the  racial
                                                            

composition of Showcase's audiences.  This omission is fatal to a

claim of  intentional racial  discrimination.  See  Washington v.
                                                                        

Davis,  426 U.S. 229,  240 (1976)  (elucidating "the  basic equal
               

protection principle  that the invidious quality of a law claimed

to  be  racially discriminatory  must ultimately  be traced  to a

racially  discriminatory purpose"); Village  of Arlington Heights
                                                                           

v.  Metropolitan Housing  Dev. Corp.,  429 U.S.  252, 265  (1977)
                                              

(similar; rejecting claim that municipality's zoning decision was

racially discriminatory); cf. Personnel Adm'r v. Feeney, 442 U.S.
                                                                 

256,   279   (1979)   (explaining   that   the   requirement   of

discriminatory  purpose "implies  that  the decisionmaker  . .  .

                    
                              

     11The  survey results  were tabulated  by a  market research
firm  that appellant engaged for  several weeks in  the summer of
1993 (three years after the Town Meeting enacted Article 4).  The
surveyors noted  theatergoers' races, and asked  a representative
sampling  of  midnight movie  patrons,  of  all  races, why  each
individual chose to attend the late show.

                                26


selected  or reaffirmed a particular course of action at least in

part  `because of,' not merely `in spite of,' its adverse effects

upon on an identifiable group").

          Appellant  labors valiantly to  fill this  void, citing

statements from  various selectmen and town  meeting members that

are,  to appellant's  way of  thinking, code  words demonstrating

"institutional racism."   Appellant's Brief  at 41.   Typical  of

these comments  are Selectman  Kehoe's reference to  "these young

kids,  who don't  even  live in  Dedham,"  and Selectman  Hoell's

references to "nice  little out-of-towners" and "the  undesirable

element that's  attracted by  [Showcase's] activity."   But these

statements, if viewed  in the  most cynical light,  are at  worst

ambiguous.   Standing alone,  they are  insufficient to raise  an

inference  of racial animus.   The record  chronicles the lengthy

series of  events incident to the town's consideration of Article

4, and does not contain the slightest indication that the race of

theatergoers was an  issue.   To the contrary,  all the  evidence

supports Dedham's assertion that  Article 4 was aimed principally

at curbing  late-night disruptions.   Against this  backdrop, the

snippets that appellant has extracted  from the record with near-

surgical  precision simply do not support  an inference of racism

on the part of the legislative body.

          While the  summary judgment mantra requires  us to draw

every  reasonable  inference in  favor  of  the nonmoving  party,

inferences, to qualify, must  flow rationally from the underlying

facts;  that is, a suggested inference must ascend to what common

                                27


sense and human  experience indicates is  an acceptable level  of

probability.  Cf.  Dartmouth Review v. Dartmouth  Coll., 889 F.2d
                                                                 

13, 16  (1st Cir.  1989).   This means, of  course, that  a court

pondering a Rule 56  motion need not embrace inferences  that are

wildly improbable or that rely on "tenuous insinuation."  Mesnick
                                                                           

v. General  Elec. Co., 950  F.2d 816, 826 (1st  Cir. 1991), cert.
                                                                           

denied, 112 S. Ct. 2965 (1992).
                

          This principle  is dispositive of appellant's  claim of

racial discrimination.   While ambiguous remarks  may, under some

circumstances, help to  illuminate the  summary judgment  record,

such remarks rarely will suffice to conceive an issue of material

fact when none otherwise  exists.12  As  we stated in Mesnick,  a
                                                                       

court  is   not  under   an  obligation  "to   draw  unreasonably

speculative inferences in mulling whether the plaintiff fulfilled

his  burden of adducing `specific  facts showing that  there is a

genuine  issue for trial.'"  Id. (quoting Liberty Lobby, 477 U.S.
                                                                 

                    
                              

     12On this point, case law  in the age discrimination context
is  instructive.  In  that milieu,  courts frequently  have ruled
that  ambiguous remarks, without more, are not enough to raise an
inference  of an  employer's discriminatory  intent.   See, e.g.,
                                                                          
Thomure v. Phillips Furniture  Co., 30 F.3d 1020, 1025  (8th Cir.
                                            
1994) (employer's suggestion to  employee that he "might  want to
consider  retirement" rather  than  accept a  pay  cut found  not
probative of age discrimination);  Vega v. Kodak Caribbean, Ltd.,
                                                                          
3  F.3d 476,  481 (1st  Cir. 1993)  (supervisor's  statement that
company  sheltered   "no  sacred  cows"   insufficient  to  raise
inference  of  age  discrimination);  Mesnick, 950  F.2d  at  826
                                                       
(supervisor's comment that he was  "sad to lose the youth  of the
work  force" did  not,  by itself,  raise  an inference  of  bias
against older employees); Merrick v. Farmers Ins. Group, 892 F.2d
                                                                 
1434,  1438-39 (9th  Cir. 1990)  (affirming summary  judgment for
employer despite  supervisor's comment that he  chose plaintiff's
replacement  because  the  latter  was  "a  bright,  intelligent,
knowledgeable young man").

                                28


at  256).    It follows  that,  "[e]ven  in  cases where  elusive

concepts  such as motive or intent are at issue, summary judgment

may  be appropriate  if  the nonmoving  party  rests merely  upon

conclusory  allegations,  improbable inferences,  and unsupported

speculation."   Medina-Munoz, 896 F.2d  at 8; see  also Manego v.
                                                                        

Cape Cod Five Cents Sav. Bank,  692 F.2d 174, 177 (1st Cir. 1982)
                                       

(recognizing that, at the summary judgment stage, "smoke alone is

not enough to force the defendants to a trial to prove that their

actions were not [racially]  discriminatory"; a plaintiff must at

least identify "some  glowing embers").  So here:  asking a court

to infer, based on nothing more than the uncommunicated existence

of  a  predominantly  African-American  theater  audience  and  a

handful of  arguably ambiguous  statements,  that a  deliberative

body  of several hundred members acted out of a race-based animus

in passing  a  facially  neutral law  is  simply too  much  of  a

stretch.

          Because courts occupy a special place in our democracy,

they must be especially  careful not to succumb to  the merchants

of  conjecture.  Consequently, they must deal in facts as opposed

to  suspicions,  and  in   plausible  inferences  as  opposed  to

speculative suppositions.   Fidelity to this  ideal constrains us

to  rebuff appellant's  postulatory claim  that racial  animosity

paved the way for  Article 4's passage.   The record reflects  no

trialworthy dispute on this issue.

          2.  Narrow Tailoring.  Appellant complains that Article
                    2.  Narrow Tailoring.
                                        

4  is  not narrowly  tailored  because  it  affects all  licensed
                                                                 

                                29


entertainment,  irrespective  of  any  individualized  impact  on

crime,  noise, traffic, or trash.  The  irony of this position is

not lost upon  us:   appellant seemingly demands  in this  breath

that  Article  4 be  limited  to  Showcase  Cinemas  because  the

relevant secondary effects have been linked predominantly to that

entity,  yet in  an  earlier breath  denounced  such a  focus  as

impermissible  targeting, see  supra Part  III(B)(2).   We reject
                                              

this  anfractuous effort  to trap  Dedham  between the  Scylla of

narrow tailoring and the Charybdis of targeting.

          In Ward, the Court  explained that the narrow tailoring
                           

requirement does not mandate  a least restrictive means analysis;

"[r]ather, the  requirement of  narrow tailoring is  satisfied so

long  as the . .  . regulation promotes  a substantial government

interest  that  would be  achieved  less  effectively absent  the

regulation."  Ward, 491 U.S. at 799 (internal quotation omitted).
                            

Article  4  meets  that  test:     it  promotes  the  substantial

government interest of preserving tranquility   an interest that,

as Dedham's  past experience demonstrates, would  not be achieved

as effectively  absent the  regulation.   Nor  is the  regulation

rendered  infirm by  its  general applicability  to all  licensed

entertainment.   It is within a  legislature's legitimate purview

to  conclude that such secondary  effects as late-night noise and

traffic  are likely  to adhere  to all  commercial entertainment.
                                                

Indeed, the very existence of a licensing scheme, with its built-

in emphasis on commercial amusements, supports  Dedham's decision

to enact a  generally applicable regulation.  See,  e.g., Fantasy
                                                                           

                                30


Book  Shop, 652 F.2d at  1121 n.6 (explaining  that a legislature
                    

may  regulate  licensed  entertainment   based  on  a  reasonable

likelihood that patrons would  create "excessive noise" or engage

in "disruptive or illegal conduct").

          3.   Alternate Avenues of  Communication.   Appellant's
                    3.   Alternate Avenues of  Communication.
                                                            

contention  that Article 4 is  invalid because it  does not allow

for  "ample  alternative  channels   for  communication  of   the

information," Clark,  468 U.S. at 293,  need not detain us.   The
                             

record conclusively demonstrates that adequate alternatives exist

allowing appellant to communicate,  and audiences to receive, the

message  contained in the midnight  movies.  The  ban on licensed

entertainment affects  only five hours  out of each  24-hour day,

leaving appellant 19 hours  (or roughly 80% of each day) in which

to communicate  its  cinematic message.   Indeed,  the very  same

films  that can no longer be exhibited between 1:00 a.m. and 6:00

a.m. will still be shown an average of six times a day on Fridays

and  Saturdays, and will be exhibited  for roughly 13 hours a day

on the other five days of the week.

          Appellant  readily  acknowledges the  frequency  of its

exhibitions,  but nonetheless  argues  that the  ban on  midnight

movies forecloses the opportunity to communicate its message to a

distinct  segment of  the movie-going  public.   To  bolster this

argument,  it again retreats to  its survey.   The survey results

indicate that, out of  a random sampling of midnight  moviegoers,

14% said that they attended late shows because  they "had to work

late, and could only come to a late show," and 11% "felt that the

                                31


midnight show was the only entertainment option open to him/her."

From  these  somewhat  inscrutable  results,  appellant's  market

research firm concluded that:

          The   late  [midnight]   show  is   the  only
          opportunity that  the Theater has  to exhibit
          films in order to communicate with a distinct
          portion   of  its  patrons.    Showing  films
          earlier in the day  is not a viable means  of
          communication with this segment,  because, as
          indicated  by  the   survey  results,   these
          patrons are extremely unlikely  and/or unable
          to attend earlier shows.

          There are a slew of problems with appellant's analysis.

First,  the survey  is  not particularly  informative because  it

focuses  on  the  patrons'  options on  one  particular  night.13
                                                                        

Thus,  patrons who identified the midnight  movies as their "only

entertainment option" or who said they "could only come to a late

show"  may well have been confining their answers to one specific

evening.     Questions   of  more   general  applicability   were

conspicuously lacking.  Hence, the wording  of the survey defeats

appellant's attempted reliance on it.

          Second, it is reasonable to assume that midnight movies

are commercially successful because  some people prefer to attend
                                                                 

them.  Yet, thwarting such  an idiosyncratic preference cannot be

equated  with  a denial  of  adequate  avenues of  communication.

Although Article  4 diminishes the total  quantity of appellant's

speech  in   some  measure,   and  simultaneously   curtails  its
                    
                              

     13For example, Question  No. 2 asked:  "Why did  you come to
the  `Midnight Show' tonight?"  (emphasis supplied).   Similarly,
                                      
Question No.  3 asked:    "If you  couldn't get  into the  movies
tonight,  what  other  entertainment  options  would  you  have?"
                 
(emphasis supplied).

                                32


opportunity to communicate with some patrons, those are necessary

side effects of  almost any  restriction on speech.   As long  as

restrictions are content-neutral, some diminution  in the overall

quantity of speech will be tolerated.  See, e.g., City Council of
                                                                           

Los  Angeles v.  Taxpayers for  Vincent, 466  U.S. 789,  803, 812
                                                 

(1984)  (finding  ample   alternative  avenues  of  communication

despite  assumption that  the ordinance  "diminishe[d]  the total

quantity" of appellees' speech).

          In short, the lens of inquiry must focus not on whether

a degree  of curtailment  exists,  but on  whether the  remaining

communicative avenues  are adequate.   As  the Court  phrased it:

"That  the city's limitations on volume may reduce to some degree

the  potential   audience  for  respondent's  speech   is  of  no

consequence,  for there has  been no  showing that  the remaining

avenues of communication are inadequate."  Ward, 491 U.S. at 802.
                                                         

Given 19  hours a  day within  which to  exhibit movies,  with no

special  limitations  on content,  appellant's evidence  does not

call  into  legitimate question  the  adequacy  of the  alternate

routes for communication.

                       D.  Recapitulation.
                                 D.  Recapitulation.
                                                   

          To recapitulate, Dedham has demonstrated, in conformity

with  the  protocol of  Rule 56,  that  Article 4  escapes strict

scrutiny.  Dedham has also  demonstrated that Article 4  survives

the lesser degree of  scrutiny that obtains here.   The municipal

by-law is designed to  serve a substantial governmental interest,

it is narrowly tailored  in the service of that  interest, and it

                                33


leaves  open  ample avenues  of  communication.   Therefore,  the

district  court did  not err  in granting  brevis disposition  on
                                                           

appellant's ingenious collection of First Amendment initiatives.

IV.  MISCELLANEOUS CLAIMS
          IV.  MISCELLANEOUS CLAIMS

          Appellant  makes several  additional claims,  one under

the  Due Process  Clause of  the United States  Constitution, one

intimating, albeit  somewhat obliquely, that Article  4 places an

unconstitutional condition on appellant's  entertainment license,

one involving overbreadth, and  the last under Article 16  of the

Declaration    of   Rights   contained   in   the   Massachusetts

Constitution.  These claims lack force.14

                    A.  The Due Process Claim.
                              A.  The Due Process Claim.
                                                       

          Appellant maintains  that  Dedham  did  not  afford  it

procedural due process in adopting Article 4.  Its rhetoric rings

hollow.

          As  an  initial matter,  we doubt  that the  concept of

procedural  due   process  is   applicable  in  respect   to  the

legislative  enactment  of  a  generally  applicable  statute  or

ordinance.   After all, procedural due process is a doctrine most

closely  associated  with  assuring  fairness in  regard  to  the

                    
                              

     14Appellant also hints  at a claim under the Takings Clause,
presumably on the theory that Dedham took its "valuable interests
in   exhibiting  midnight  movies"   without  just  compensation.
Appellant's  Brief at  45.    We  do  not  probe  the  point  for
appellant, by devoting a mere two sentences to the possibility in
its briefs, waived any such claim.  See, e.g., Ryan v. Royal Ins.
                                                                           
Co., 916  F.2d 731, 734 (1st  Cir. 1990) ("It is  settled in this
             
circuit that  issues  adverted  to  on appeal  in  a  perfunctory
manner, unaccompanied by some developed argumentation, are deemed
to have been abandoned.").

                                34


enforcement  of laws  or  the  administration  of programs.    In

general,  then, the  doctrine bears  no relation  to the  initial

enactment  of   a  law.     See  Laurence   H.  Tribe,   American
                                                                           

Constitutional  Law 664 (2d ed. 1988).  Indeed, the prospect of a
                             

legislative  body   being  required   to  afford  a   panoply  of

protections for all persons  who might arguably be affected  by a

forthcoming statute or ordinance would seem  to be a prescription

for parliamentary paralysis.

          In  reaching  this  conclusion,  we  follow  guideposts

erected by  the Supreme Court.  We  find particularly instructive

the  Court's  opinion in  Bi-Metallic Inv.  Co.  v. State  Bd. of
                                                                           

Equalization,  239 U.S. 441 (1915),  a case that  arose after the
                      

Colorado Board of Equalization promulgated a county-wide increase

in  property valuations for  tax purposes.   The petitioner there

adopted  much the  same position  that appellant  advocates here.

Thus, the Court  had to  decide "whether all  individuals have  a

constitutional right to be  heard before a matter can  be decided

in which  all are  equally  concerned."   Id.  at 445.    Justice
                                                       

Holmes, writing for a  unanimous Court, after noting that  it was

"hard to believe  that the proposition was  seriously made," id.,
                                                                          

rejected the due process requirement hawked by the petitioner:

          Where a rule of  conduct applies to more than
          a  few   people  it  is   impracticable  that
          everyone should  have a  direct voice  in its
          adoption. . . .   General statutes within the
          state power are passed that affect the person
          or property of individuals, sometimes  to the
          point  of ruin, without  giving them a chance
          to be  heard.  Their rights  are protected in
          the  only way that  they can be  in a complex
          society, by their power, immediate or remote,

                                35


          over those who make the rule.

Id.  In language  that we find appropriate  to our case,  Justice
             

Holmes  concluded:  "There must be a limit to individual argument

in such matters if government is to go on."  Id.
                                                          

          Appellant simply  ignores this  line of authority.   It

concentrates instead  on the fact  that the by-law  curtailed its

licensed  exhibition  of  films,  and  tries to  argue  that  the

curtailment entitled  it to  the same due  process guarantees  as

would have obtained had  Dedham revoked its entertainment license

altogether.   This is  an exercise in  sophism that fails  for at

least  two  reasons.   In  the first  place, the  by-law  did not

constitute a revocation of the license.  In the second place, the

record  makes  manifest that  the  town  afforded appellant  both

notice and an opportunity to be heard.

          Appellant  cites   Derby  Refining  Co.  v.   Board  of
                                                                           

Aldermen, 555 N.E.2d 584  (Mass. 1990), for the  proposition that
                  

Dedham could not lawfully enact Article 4 without first according

it  a full-scale  adjudicatory hearing.   Appellant  misreads the

opinion.   In Derby Refining,  the state court  held that certain
                                      

types of licenses, once issued, "become[] a vested property right

of  the  licensee,  and may  be  revoked  only  when due  process

protections are complied  with."  Id. at  722.  Assuming for  the
                                               

sake  of  argument  that  appellant  has  a  cognizable  property

interest  in its  license  to exhibit  motion  pictures, but  cf.
                                                                           

Roslindale Motor Sales,  Inc. v. Police  Comm'r, 538 N.E.2d  312,
                                                         

314-15  (Mass. 1989) (holding  that motor vehicle  dealer did not

                                36


have a property interest in license to deal in used cars),  Derby
                                                                           

Refining  is  nonetheless  inapposite because  the  enactment  of
                  

Article  4 cannot  be  considered a  revocation of  that license.
                                                         

Unlike the revocation of  a license   which results  in the total

cessation of  previously authorized  activities   Article  4 does

not  snatch  away appellant's  right  to  conduct the  authorized

activities, but merely  cuts back  the hours  during which  those

activities may be undertaken.   The entertainment license remains

intact.

          Appellant's  argument  also founders  because,  in this

instance,  the town  afforded  process equivalent  to that  which

would have been due  at a revocation  hearing.  The Town  Meeting

originally  passed Article  40,  Article 4's  progenitor, in  the

spring of  1989.   Before  putting  Article 40  to a  vote,  town

officials contacted appellant to discuss the residents' concerns.

Various  meetings were held.  On April 10, Pungitore, the theater

manager, attended the  Town Meeting and was given  an opportunity

to speak.   The desirability of  the ban was  reconsidered by the

Town  Meeting on April 24  for the express  purpose of "hear[ing]

the proponents and  opponents of  [the by-law]," and  to "give  a

fair chance to the businessmen of the community to put their side

of  the  story forward."   During  the  ensuing debate,  Towey, a

senior  officer of  National  Amusements,  spoke at  considerable

length against the proposal.   Later, after the Attorney  General

sidetracked Article 40, appellant received much  the same sort of

process in respect to Article 4.  For example, Towey attended the

                                37


November 6, 1989  Town Meeting at  which Article 4  was put to  a

vote,  participated  fully  in  the discourse,  and  delivered  a

lengthy  speech  urging  rejection of  Article  4.    No more  is

exigible.15

           B.  The "Unconstitutional Condition" Claim.
                     B.  The "Unconstitutional Condition" Claim.
                                                               

          To the extent appellant  suggests that Article 4 places

an unconstitutional condition on  its entertainment license,  the

suggestion is  without merit.   The doctrine  of unconstitutional

conditions  bars  government  from arbitrarily  conditioning  the

grant  of a benefit on  the surrender of  a constitutional right,

regardless of  the fact  that the government  appropriately might

have refused to grant the benefit at all.  See generally Kathleen
                                                                  

M. Sullivan, Unconstitutional Conditions, 103 Harv. L. Rev. 1413,
                                                  

1415 (1989).

          Not  all  conditions  are  prohibited,  however;  if  a

condition  is germane   that is, if the condition is sufficiently

related to the benefit   then it may  validly be imposed.  In the

final analysis, "the legitimacy  of a government proposal depends

on the degree of  relatedness between the condition on  a benefit

and  the   reasons  why  government  may   withhold  the  benefit

altogether."  Id. at 1457 (footnote omitted); see also Posadas de
                                                                           

                    
                              

     15Appellant bemoans the lack of particular forensic devices,
such  as  cross-examination.    But even  in  license  revocation
proceedings proper,  such accouterments are  not constitutionally
required.  See, e.g., Chongris v.  Board of Appeals, 811 F.2d 36,
                                                             
41-42  (1st Cir.)  (holding  that revocation  of building  permit
without  affording applicants  an  opportunity to  cross-question
witnesses is  not  a denial  of  procedural due  process),  cert.
                                                                           
denied, 483 U.S. 1021 (1987).
                

                                38


P.R.  Assoc.  v.  Tourism  Co.,  478  U.S.  328,  345-46   (1986)
                                        

(upholding Puerto  Rico's ban  on advertising casino  gambling to

Puerto Rico  residents because  "the greater power  to completely

ban  casino gambling  necessarily includes  the lesser  power" to

discourage  gambling  through  the  prohibition  on advertising).

"The  more germane a condition to a benefit, the more deferential

the  review; nongermane  conditions, in  contrast,  are suspect."

Sullivan, supra, at 1457.
                         

          In  this  instance,  Article  4  easily  satisfies  the

requirement   of   germaneness.     Dedham's  power   to  license

entertainment as a means of  protecting public health and welfare

is closely related to the core purpose of Article 4, which, as we

have said,  is  to  preserve the  nighttime  tranquility  of  the

community.  Thus, while the ban on licensed entertainment between

1:00 a.m. and 6:00 a.m. may constitute a condition on appellant's

license, it  is germane  and, therefore, not  an unconstitutional

condition.

                    C.  The Overbreadth Claim.
                              C.  The Overbreadth Claim.
                                                       

          Appellant  attempts  to recast  its  "narrow tailoring"

argument, see supra Part III(C)(2), as an overbreadth attack.  It
                             

charges  that Article  4  is overbroad  because  it curtails  all
                                                                           

licensed  entertainment,  including entertainment  that  does not

produce unwelcome secondary effects.  The challenge is baseless.

          To be  sure, appellant attempts to assert the rights of

others, but neither standing nor principles of jus tertii pose an
                                                                   

insuperable  obstacle.    First  Amendment  overbreadth  doctrine

                                39


permits  "an  individual  whose  own  speech  or  conduct  may be

prohibited .  . . to challenge  a statute on its  face because it

also threatens others not before the court    those who desire to

engage  in legally protected expression  but who may refrain from

doing  so rather than risk  prosecution or undertake  to have the

law  declared partially  invalid."   Board of Airport  Comm'rs v.
                                                                        

Jews  for  Jesus,  Inc.,  482  U.S.  569,  574  (1987)  (internal
                                 

quotation omitted).  The  Supreme Court has limited the  sweep of

the overbreadth doctrine by  imposing "[t]he requirement that the

overbreadth  be  substantial."     Id.;  see  also  Broadrick  v.
                                                                       

Oklahoma, 413  U.S. 601,  615 (1973).   Consequently,  a "facial"
                  

overbreadth  challenge  will not  succeed  unless  "there [is]  a

realistic danger  that  the  statute  itself  will  significantly

compromise recognized  First Amendment protections of parties not

before the Court  . . .  ."  Taxpayers  for Vincent, 466  U.S. at
                                                             

801.

          Here, appellant has failed to  demonstrate that Article

4   is  overbroad,   let  alone   substantially  so.     Dedham's

preoccupation   with  licensed  entertainment  bears  a  rational

relationship to  its stated interests, see  supra Part III(B)(1),
                                                           

and appellant has cited  no examples of other licensees  who have

been harmed  by  the  by-law despite  the  absence  of  secondary

effects.  That  ends the  matter.  Although  Dedham likely  would

have  created overbreadth  concerns had  it attempted to  ban all
                                                                           

First Amendment activity  between 1:00  a.m. and  6:00 a.m.,  cf.
                                                                           

Jews For  Jesus, 482 U.S.  at 570-71, it did  not take so  bold a
                         

                                40


step.   Rather, Dedham  chose a safer  path by focusing  on those

activities   commercial entertainment    most likely to result in

late-night disruptions.  The claim of invalidity must, therefore,

perish.

               D.  The State Constitutional Claim.
                         D.  The State Constitutional Claim.
                                                           

          Appellant's complaint  contained a claim  that Dedham's

by-law  violated  the  Massachusetts Constitution.    In granting

summary judgment, the  district court finessed the merits  of the

state constitutional claim.  The  court noted that, in presenting

its arguments,  appellant had  not drawn any  distinction between

the  federal  and  state  constitutional  claims,16   and  ruled,

therefore, that appellant had forfeited any chance to  argue that

the Massachusetts Declaration  of Rights offers  broader freedom-

of-speech  protection than  the cognate  provisions of  the First

Amendment.  See National Amusements, 846 F. Supp. at 1032 n.12.
                                             

          On appeal,  appellant concedes that it  treated the two

constitutional  provisions  identically in  the court  below, and

tells us that it did  so in the belief that the federal and state

constitutional protections for freedom of speech were coextensive

as  applied to  the exhibition  of motion  pictures.   Having had

second thoughts in light of the district court's holding that the

by-law does not  offend the First Amendment, appellant invites us

                    
                              

     16Despite the fact that Dedham moved for summary judgment on
all  claims,   appellant  relied   almost  entirely  on   federal
precedents  in  opposing  the  motion.   Indeed,  appellant  only
mentioned  Article 16  once  in its  memorandum in  opposition to
summary judgment,  citing it  for the uncontroversial  point that
movies are a form of protected expression.

                                41


to consider the omitted argument.  We decline the invitation.

          The short  of it  is that  appellant's change  of heart

comes  too late.   "It is hornbook  law that  theories not raised

squarely in the district  court cannot be surfaced for  the first

time on appeal."  McCoy v. Massachusetts Inst. of Technology, 950
                                                                      

F.2d 13, 22 (1st Cir. 1991) (collecting cases), cert. denied, 112
                                                                      

S.  Ct.  1939 (1992).    We see  no  reason to  depart  from this

prudential rule  in the circumstances at  bar.  Given the  way in

which appellant  elected to present  its case below,  Judge Young

acted appropriately  in assuming,  for purposes of  his decision,

that   the  freedom-of-speech  protections   found  in   the  two

constitutions were coterminous.   Hence, the disputed ruling must

be upheld.   See Mesnick, 950  F.2d at 829  n.11 (holding that  a
                                  

plaintiff whose complaint contained parallel claims under federal

and state antidiscrimination statutes, but who relied exclusively

on federal precedent in unsuccessfully opposing summary judgment,

could  not  argue on  appeal that  state  law was  more favorably

disposed to his claims).

V.  CONCLUSION
          V.  CONCLUSION

          We need  go no  further.17   For the  reasons discussed

above, we  hold that Dedham's by-law,  prohibiting the exhibition

of motion pictures at  the town's only theater between  the hours

of 1:00 a.m. and  6:00 a.m., passes  First Amendment muster.   In

the  bargain,  it  also  survives appellant's  other  challenges.
                    
                              

     17To the  extent appellant has  raised or  alluded to  other
grounds  for  appeal, we  reject them  by  this reference.   None
requires comment.

                                42


Accordingly,  the order  of the  district court  granting summary

judgment in the town's favor must be

Affirmed.
                  

                                43