United States District Court, E.D. Missouri, Eastern Division
MEMORANDUM AND ORDER
STEPHEN N. LIMBAUGH, JR. UNITED STATES DISTRICT JUDGE
matter is comprised of four 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.
consolidating the various cases, the Court addressed motions
to dismiss and motions for judgment on the pleadings. The
result depended on which PSL Agreement applied to a given PSL
holder. An entity known as FANS, Inc. had sold PSLs for home
football games until September 1, 1995, later extended to
March 1996. Those PSLs were sold pursuant to an agreement
known as the “FANS” PSL contract. After March 1996,
the Rams sold the PSLs directly pursuant to the
“Rams” PSL contract.
McAllister alleged that the Rams had terminated the PSLs thus
triggering the Rams' contractual duty to refund
“deposits” that the Rams had received pursuant to
the contracts. 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.)
other hand, the Rams PSL agreement contained no such clause,
so it was not terminated upon the Rams' move to
California. The Rams agreement requires the Rams to use
“Best Efforts to secure tickets for seats at games
where the transferred home games are played.” (#44 at
Court thus granted judgment on the pleadings to McAllister as
to the FANS contract. The Rams moved to reconsider because,
implicit in the Court's holding was that the Rams were
liable under the FANS PSL agreement. Buried in the final
paragraph of the pertinent section of briefing was the
Rams' one-sentence statement that the Rams were
“not parties” to the FANS Agreement. (#42 at 13.)
In its Memorandum and Order granting the Motion to Reconsider
(#63), the Court noted that the Rams' opposition to the
motion for judgment on the pleadings had been
focused entirely elsewhere --- as if the Rams had taken over
the FANS, Inc. obligations under the FANS Agreement. For
example, the Rams specifically stated: “[T]he
‘refund' provision simply provided the Rams with a
non-controversial right to limit the number of seats sold to
any Licensee and, if a deposit had been made, to refund all
or a portion of it back.” (#42 at 6.) The Rams made
that statement without any reservation and cited both the
FANS and Rams Agreements in support.
Despite that statement in their briefing, the Rams deny that
they “succeeded” to FANS, Inc.'s rights and
responsibilities under the FANS Agreement.
(#63 at 2.) This Court thus granted the motion for
reconsideration and held that the question of the Rams'
liability on the FANS agreement would be addressed another
day. McAllister has now filed a motion for partial summary
judgment on the matter of the Rams' liability for the
FANS PSL agreement based on Count IV of the Complaint.
to Rule 56(c), a district court may grant a motion for
summary judgment if all of the information before the court
demonstrates that “there is no genuine issue as to
material fact and the moving party is entitled to judgment as
a matter of law.” Poller v. Columbia Broadcasting
System, Inc., 368 U.S. 464, 467 (1962). The burden is on
the moving party. Mt. Pleasant, 838 F.2d at 273.
After the moving party discharges this burden, the nonmoving
party must do more than show that there is some doubt as to
the facts. Matsushita Elec. Industrial Co. v. Zenith
Radio Corp., 475 U.S. 574, 586 (1986). Instead, the
nonmoving party bears the burden of setting forth specific
facts showing that there is sufficient evidence in its favor
to allow a jury to return a verdict for it. Anderson v.
Liberty Lobby, Inc., 477 U.S. 242, 249 (1986);
Celotex Corp. v. Catrett, 477 U.S. 317, 324 (1986).
ruling on a motion for summary judgment, the court must
review the facts in a light most favorable to the party
opposing the motion and give that party the benefit of any
inferences that logically can be drawn from those facts.
Buller v. Buechler, 706 F.2d 844, 846 (8th Cir.
1983). The Court is required to resolve all conflicts of
evidence in favor of the nonmoving party. Robert Johnson
Grain Co. v. Chem. Interchange Co., 541 F.2d 207, 210
(8th Cir. 1976). With these principles in mind, the Court
turns to the discussion.
McAllister contends that the Rams are liable for the FANS PSL
Agreement because (1) FANS, Inc. was acting as the Rams'
legal agent; and (2) the Rams team was successor-at-interest
to the FANS PSL agreement after FANS, Inc. dissolved in 1998.
The Rams disagree. The Rams argue that FANS, Inc. was solely
an agent for the Regional Convention and Visitors Commission
(the “CVC”), not an agent for the Rams.
The Rams have filed a third party complaint against the CVC
for contractual indemnification for claims arising out of the
CVC's operations, functions, and obligations, including
with respect to the FANS PSLs. That matter has been referred
to arbitration pursuant to the Rams' and CVC's
to this Court's analysis are the FANS PSL agreement
itself and the “Relocation Agreements” between
the Rams, on the one hand, and FANS, Inc., the CVC, and the
St. Louis Regional Convention and Sports Complex Authority
(the “Sports Authority”) on the other hand. Those
“Relocation Agreements” include, among others,
the Charter Personal Seat License Master Agreement (the
“Master PSL Agreement”). The Master PSL Agreement
formed the basis for FANS, Inc. to sell PSLs under the FANS
PSL Agreement. Both parties contend that these agreements
support their theories.