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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.

         After 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.[2] After March 1996, the Rams sold the PSLs directly pursuant to the “Rams” PSL contract.

         Plaintiff 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.)

         On the 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 8.)

         The 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.

         I. Legal Standard

         Pursuant 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).

         In 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.

         II. Discussion

         Plaintiff 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 contract.

         Critical 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.

         A. The ...

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