United States District Court, E.D. Missouri, Eastern Division
MEMORANDUM AND ORDER
STEPHEN N. LIMBAUGH, JR. DISTRICT JUDGE
matter is comprised of three consolidated
lawsuits relating to the St. Louis Rams football
team's January 2016 decision to move the team to a new
stadium in Inglewood, California. The Rams' home stadium
had been located in St. Louis, Missouri since 1995. The St.
Louis Rams required football fans who wished to purchase
season tickets to buy Personal Seat Licenses
(“PSLs”) that entitled the PSL holder to buy one
season ticket per year in a designated section of the
stadium. Approximately 46, 000 PSLs were sold. Upon the
announcement that the Rams would move to California, lawsuits
were filed by PSL holders and others against the Rams
claiming damages arising from the Rams' move. This matter
is currently before the Court on three motions: (1) and (2)
are motions by defendant, The St. Louis Rams, LLC, for
judgment on the pleadings with respect to the complaints
filed in the Envision and Arnold cases (No.
4:16 cv-262, #17; No. 4:16-cv-297, #24),  and (3) is
plaintiff McAllister's motion for partial judgment on the
pleadings in his case, No. 4:16cv172 (#35).
on the pleadings is appropriate where no material issue of
fact remains to be resolved and the movant is entitled to
judgment as a matter of law.” Faibisch v. Univ. of
Minnesota, 304 F.3d 797, 803 (8th Cir. 2002). When
considering a motion for judgment on the pleadings, the Court
may consider the pleadings themselves, materials embraced by
the pleadings, exhibits attached to the pleadings, and
matters of public record. Porous Media Corp. v. Pall
Corp., 186 F.3d 1077, 1079 (8th Cir. 1999). The parties
agree that Missouri law applies to the Missouri contracts
that are central to this case.
defendant's motions in Envision and
Arnold will be discussed separately from
plaintiff's motion in McAllister.
Defendant Rams' Motions in Envision and
Envision and Arnold plaintiffs claim that
the Rams should continue to honor their PSL agreements by
extending them to the purchase of tickets at the Rams'
new California home. The defendant contends that it is
entitled to judgment on the pleadings in those cases because
the PSL agreements between the team and the PSL holders are
by their terms no longer in effect now that the team has
moved to California. For the reasons set forth below, the
Court will grant the motions in part and deny them in part.
plaintiffs and defendant were parties to Personal
Seat License Agreements (“PSL Agreements” or
“Agreements”) that governed the issuance of
Rams' season tickets to games played in the new Stadium
at America's Center in St. Louis, Missouri (the
“Stadium”). There are two nearly-identical
agreements at issue. The original license agreements were
issued by the Rams' ticketing agent, FANS, Inc., and that
agreement is referred to as the “FANS” Agreement.
Subsequent PSLs were sold directly by the Rams using an
almost identical contract (“Rams” Agreement).
Key provisions in the FANS Agreements include
Paragraph 1. CPSL License Fee and Stadium
Area. Licensee will be entitled to the opportunity
to purchase Season Ticket(s) to Licensee's seats for all
Games at the Stadium until March 1, 2025.
Paragraph 8. Best Efforts. If the RAMS play
any of their [National Football League (“NFL”)]
games other than at the Stadium (e.g. at Busch Stadium if the
Stadium is not completed on time), Licensor will use its best
efforts to assure Licensee the right to
purchase…tickets for seats in the stadium where the
transferred games are played. Licensee shall be obligated to
buy tickets for Games played in the Stadium in St. Louis and
NFL games played at Busch Stadium for which tickets are
available for purchase by Licensee.
Paragraph 9. Representations of Licensee.
Licensee hereby represents, warrants and/or acknowledges as
follows: … C. Licensee is acquiring the CPSL(s) solely
for the right to purchase Season Ticket(s) to NFL Games
played in the Stadium.
Paragraph 12. Additional Terms. (A.)
… All rights granted to Licensee pursuant to this
Agreement are subject to the terms and conditions of the
Stadium Agreements and those other agreements signed in
connection with the RAMS agreement to relocate to St. Louis.
Licensee acknowledges that this Agreement remains valid only
as long as NFL Football is played at the Stadium by the RAMS,
up to a maximum of thirty (30) years. Licensee acknowledges
that Licensee has no claim against the RAMS with respect to
this CPSL and/or its termination whatsoever. Licensee
understands and acknowledges the possibility that the RAMS
may not play its games in the Stadium or St. Louis for the
entire term contemplated by this License. Licensee expressly
agrees not to sue the RAMS for damages or injunctive relief
related to this CPSL, including without limitation should the
RAMS not play its home games in the Stadium or St. Louis for
Envision and Arnold plaintiffs maintain
that the Paragraph 8 “Best Efforts” provision of
the Agreements entitles them to the opportunity to buy
tickets for games ---“transferred games” --- to