The city council will vote on the Winter Park accord, but several council members say the suit won't stop them.

"It's between Vail and Intrawest," city councilman Charlie Brown tells GlobeSt.com. "We don't have a dog in this hunt."

Under the agreement, Intrawest would operate Winter Park for as much as 76 years, but the city would retain ownership.

At the heart of the matter is whether Intrawest will have controlling interest in the resort. Otherwise, Intrawest is violating its non-compete with Vail, according to the latter company.

Avon, CO-based Vail Resorts contends that the Keystone contract's reference to controlling interest "plainly indicates control based on ownership," but Intrawest says that there's nothing in the agreement saying it needs to own the property.

Intrawest cannot purchase or obtain title to any of the current assets of the resort and future assets "must be conveyed to the non-profit Winter Park Recreational Association," created by the city, according to the suit.

"The city has the right to sell the Winter Park ski resort out from underneath Intrawest on any terms at any time to anyone" says Adam Aron, chairman of Vail. "In the first 20 years of the lease, Intrawest can only prevent such a sale by matching the sale price on terms through right of first refusal. In the next 30 years, Intrawest can't even do that."

Vail wants the court to block Vancouver, British Columbia-based Intrawest from developing real estate at Winter Park and seeks compensatory damages and payment of legal fees.

Aron says Intrawest is welcome to operate Winter Park, but its agreement prevents it from developing land at the base under its agreement.

Aron says Vail Resorts and its joint venture with Keystone are "being taken advantage of" and "being harmed" by Intrawest's Winter Park plans.

"Intrawest is taking the knowledge and expertise developed over eight years at Keystone, half at our expense, and taking it to one of our direct competitors," Aron says.

Intrawest plans to inject $99 million over the next 10 years into the ski area.

Intrawest's actions at Winter Park "are likely to inhibit millions of dollars of our future real-estate sales at Keystone," Aron says.

The contract calls Intrawest "a tenant" and says Intrawest will use its "controlling interest in Winter Park Resort" granted under the lease to improve the ski area.City council president Cathy Reynolds said "heavens, no," when asked if the suit would delay tonight's city council vote. Vail had been lobbying for a 30-day delay before it filed its suit."We have known they were thinking of doing this all this time," Reynolds tells GlobeSt.com.Andrew Hudson, spokesman for Mayor Wellington Webb, tells GlobeSt.com: "Intrawest has very clearly said there is no merit to their suit. Our city attorneys have listened very closely to Vail and they tell us it will not impact this deal.