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McAllister v. St. Louis Rams, LLC

United States District Court, E.D. Missouri, Eastern Division

March 13, 2018

THE ST. LOUIS RAMS, LLC, Defendants.



         This matter is comprised of four consolidated lawsuits[1] 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.

         PSL holders purchased their PSLs subject to License Agreements, which are at the heart of this controversy. An entity known as FANS, Inc. sold PSLs for home football games until September 1, 1995. Those PSLs were sold pursuant to an agreement known as the “FANS” contract.[2] After September 1, 1995, the Rams sold the PSLs directly pursuant to the “Rams” contract.

         The Rams announced they would move the team from St. Louis to California in January 2016. The Rams claim that all rights and obligations under the Rams and FANS Contracts expired when the team moved to California, and lawsuits were filed. Plaintiff McAllister alleged that the Rams terminated the PSLs thus triggering the Rams' contractual duty to refund “deposits” that the Rams had received. Two other groups of plaintiffs --- led by Envision and Arnold --- sued under the theory that the Rams were still required to use “best efforts” to secure tickets to home games in California for PSL holders and that PSL holders still had the right to transfer their PSLs by sale or otherwise.

         This Court consolidated those cases, and the parties filed motions to test the plaintiffs' legal theories. The results depended entirely on which PSL Agreement --- the FANS Contract or the Rams Contract --- was at issue. This Court held that the “best efforts” obligations expired along with the FANS Contract upon the Rams' move to California based on a clause unique to the FANS Contract: “The Rams terminated the FANS Agreement because it became invalid on the Rams' move to California and now must ‘refund…deposits'” according to the contract. (#44 at 11.)

         On the other hand, the Rams Contract contained no such clause, so it was not terminated upon the Rams' move to California. The Rams Contract requires the Rams to use “Best Efforts to secure tickets for seats at games where the transferred home games are played.” (#44 at 8.)

         The result was that the Arnold and Envision “ticket theory” applied to the Rams PSL Contract while the McAllister “refund theory” applied to the FANS PSL Contract. The parties apparently agreed that Arnold and Envision would thus go forward with a class of Rams PSL holders while McAllister would represent the FANS PSL holders. McAllister filed an early motion for class certification consistent with that understanding --- moving for certification of a class of only FANS PSL holders. Months later, McAllister filed an amended motion for class certification that seeks to represent classes of both FANS and Rams PSL holders. (#106; see also #222 (amending class definitions by interlineation).) McAllister asserts that the FANS Contract has been terminated as stated in this Court's order (#44) and that the Rams Contract has more recently been shown to be terminated by the Rams. That recent termination occurred, McAllister argues, when Rams PSL owners called the Rams' ticket office after the Rams announced season tickets were available, the ticketing agent told them “Those PSLs are no longer valid.” (See #105 at 10.)

         Arnold and Envision have also moved to certify classes under the “ticket theory.” (#167, #170.) As part of their motions, they ask that the Court not certify McAllister's classes of Rams PSL holders.

         The Court has thoroughly reviewed the 200 pages of class certification briefing and accompanying exhibits. For the following reasons, the Court will certify the Arnold plaintiffs' proposed Rams Class and Subclass with modifications, appoint counsel for Arnold and Envision as class counsel for the Rams Class and Subclass, certify McAllister's FANS Class and Subclass with modifications, and appoint McAllister's counsel as class counsel for the FANS Class and Subclass.

         I. The Plaintiffs and their Proposed Class Definitions

         Each of the three groups of plaintiffs --- McAllister, Arnold, and Envision ---offers class definitions for certification.

         A. McAllister

         McAllister bought two PSLs --- one from FANS, Inc. in 1995 and one from the Rams in 2005. He bought the first PSL pursuant to the “FANS Contract” and the second PSL pursuant to a similar but not identical “Rams Contract.” McAllister alleges that in 2016, when the Rams moved to California, they terminated both contracts, thus triggering the Rams' contractual duty to refund PSL owners all or part of the deposits they paid under the FANS Contract. In the alternative, he alleges that the contracts are illusory and void and that the Rams are liable for refunds under an unjust enrichment theory, as well as for violations of the Missouri Merchandising Practices Act, § 407.025.1 (“MMPA”), and other theories. McAllister seeks relief on behalf of himself and other PSL owners.

         Each Contract provides the PSL owner the right to purchase season tickets in a designated section of the Stadium at America's Center (later known as the “Edward Jones Dome at America's Center” until 2016) in St. Louis. The right to purchase season tickets extends through the end of the 2024 football season. The Contracts provide that they are governed by Missouri law. The Contracts also provide that the licensor might terminate them for any reason satisfactory to the licensor in its sole discretion, upon payment of a refund. McAllister claims that the Rams breached these provisions by terminating the PSLs and not providing refunds. This Court found that the Rams terminated the FANS Contract when they moved from St. Louis (#44 at 6 (“As a result [of the move to California], the FANS Agreement is invalid and terminated by its own terms.”)). The Rams Contract, though, was slightly different, and this Court held that the Rams had not terminated the Contract by moving from St. Louis. As noted, McAllister contends that the Rams Contract might still have been terminated according to their ticket agent, who stated that “those PSLs are no longer valid.” As a result, McAllister hopes to show that the Rams terminated both contracts by the time they began selling season tickets in California. For In the alternative, McAllister alleges that both the FANS and Rams Contracts are illusory. The FANS Contract contains a provision under which ...

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