Ajzenman v. Office of the Comm'r of Baseball

Decision Date06 October 2020
Docket NumberCV 20-3643 DSF (JEMx)
Citation492 F.Supp.3d 1067
Parties Matthew AJZENMAN, et al., Plaintiffs, v. OFFICE OF the COMMISSIONER OF BASEBALL d/b/a/ Major League Baseball, et al., Defendants.
CourtU.S. District Court — Central District of California

David E. Azar, Milberg Phillips Grossman LLP, Irvine, CA, Alex R. Straus, Greg Coleman Law PC, Encino, CA, Andrei V. Rado, Pro Hac Vice, Blake Hunter Yagman, Michael A. Acciavatti, Pro Hac Vice, Milberg Phillips Grossman LLP, Garden City, NY, Marc Grossman, Pro Hac Vice, Peggy J. Wedgworth, Pro Hac Vice, Milberg Phillips Grossman LLP, New York, NY, William A. Ladnier, Greg Coleman Law PC, Knoxville, TN, for Plaintiffs.

Robert Adam Lauridsen, Bailey Heaps, Benjamin D. Rothstein, John W. Keker, Keker Van Nest and Peters LLP, San Francisco, CA, for Defendants Office of the Commissioner of Baseball, Robert D. Manfred, Jr., AZPB Limited Partnership, AZPB, Inc., Atlanta National League Baseball Club Inc., Atlanta National League Baseball Club, LLC, Baltimore Orioles Limited Partnership, Baltimore Orioles Inc., Baltimore Baseball Club Inc., Boston Red Sox Baseball Club Limited Partnership, Fenway Sports Group LLC, New England Sports Ventures, LLC, Chicago White Sox Ltd., Chisox Corp., The Cincinnati Reds, LLC, Clevland Indians Baseball Company LP, Colorado Baseball Partnership, Colorado Rockies Baseball Club, Ltd., Olympia Entertainment, Inc., Detroit Tigers, Inc., Crane Capital Group, Houston Astros Inc., Houston Astros LLC, Kansas City Royals Baseball Corp., Kansas City Royals Baseball Club, Inc., Angels Baseball LP, Moreno Baseball LP, Guggenheim Baseball Management LLC, Los Angeles Dodgers, Inc., Miami Marlins L.P., Miami Marlins, Inc., Milwaukee Brewers Baseball Club, Inc., Milwaukee Brewers Holdings LLC, Minnesota Twins, LLC, Sterling Doubleday Enterprises LP, New York Yankees Partnership, Yankee Global Enterprises LLC, Athletics Investment Group LLC, Pittsburgh Baseball, Inc., Padres, L.P., San Francisco Baseball Associates L.P., The Baseball Club Seattle LLLP, Baseball of Seattle Inc., St. Louis Cardinals LLC, St. Louis National Baseball Club Inc., Tampa Bay Devil Rays Ltd., Rangers Baseball Express LLC, Rogers Blue Jays Baseball Partnership, Toronto Blue Jays Baseball Ltd., Washington Nationals Baseball Club LLC, Phillies LP, Pittsburgh Associates LP, Chicago Cubs Baseball Club LLC.

Robert Adam Lauridsen, Bailey Heaps, John W. Keker, Keker Van Nest and Peters LLP, San Francisco, CA, for Defendant Mets Partners Inc.

Andrew Michael Gass, Daniel M. Wall, Timothy L. O'Mara, Latham and Watkins LLP, San Francisco, CA, for Defendants Ticketmaster LLC, Live Nation Worldwide, Inc., Live Nation Entertainment, Inc.

William P. Donovan, Jr., McDermott Will and Emery, Los Angeles, CA, for Defendants StubHub, Inc., Last Minute Transactions, Inc.

Order GRANTING in Part and DENYING in Part Defendants Athletics Investment Group LLC and San Francisco Baseball Associates L.P.'s Motion to Dismiss or, in the Alternative, to Compel Arbitration (Dkt. 78)

Dale S. Fischer, United States District Judge

The Athletics Investment Group LLC (Oakland Athletics or A's) and San Francisco Baseball Associates LP (San Francisco Giants or Giants and, collectively, Bay Area Teams) move to dismiss Plaintiffs' Corrected Amended Class Action Complaint or, in the alternative, compel arbitration of the claims. Dkt. 78 (Mot.). Plaintiffs oppose. Dkt. 98 (Opp'n). The Court deems this matter appropriate for decision without oral argument. See Fed. R. Civ. P. 78 ; Local Rule 7-15. For the reasons stated below, the motion is GRANTED in part and DENIED in part.

I. BACKGROUND
A. The Current Litigation

Each season, through the coordination of the Major League Baseball (MLB) Office of the Commissioner, MLB teams agree to play each other in a schedule of games. Dkt. 42 (Complaint or Corr. Am. Compl.) ¶ 35. A majority vote of the teams is required in order to take "[a]ny action related to scheduling for the [ ] season." Id. (first alteration in original). The Commissioner, in coordination with eight teams of his choosing, is tasked with "carrying out discipline and decisions in the best interest of the national game of Baseball." Id. ¶ 34 (internal quotation marks omitted).

The 2020 MLB season was scheduled to begin on March 26, 2020 and run through the first week of October. Id. ¶ 74. Due to COVID-19, on March 12, 2020, MLB Commissioner Robert D. Manfred Jr. postponed the start of the season by two weeks. Id. ¶¶ 33, 75. Four days later, the MLB posted an online announcement that the season would be further postponed to at least mid-May 2020. Id. ¶ 76. At this point, millions of fans had already purchased tickets to 2020 MLB regular season games. Id. ¶ 75. Following this announcement, MLB teams posted various updates on ticketing policies online. Id. ¶¶ 77-78. As of the filing of the Complaint, no ticket refunds had been issued to ticketholders because the MLB had yet to formally cancel any games. Id. ¶ 79. The MLB had "not issued any refunds during this crisis despite the fact it is virtually impossible that a season [could] be played because (i) certain dates for games ha[d] already passed; (ii) government and health officials ha[d] indicated that games [were] not going to be played, and if so, likely without spectators; and (iii) MLB itself ha[d] given indications that games [would] not be rescheduled as usual." Id. ¶ 80.

Plaintiffs, eight individuals who purchased MLB tickets either directly from teams or from ticket merchants, bring this action on behalf of themselves and two putative classes – a class of persons and entities who bought tickets directly from MLB teams and a class of those who purchased tickets from ticket merchants. Id. ¶ 99. Plaintiffs bring claims for violations of California's Consumer Legal Remedies Act (CLRA) and California's Unfair Competition Law (UCL), civil conspiracy, and unjust enrichment. Id. ¶¶ 110-137.

Only one of the Plaintiffs alleges that he purchased tickets from the Bay Area Teams. Plaintiff Benny Wong purchased three individual game tickets from the San Francisco Giants and three season tickets from the Oakland Athletics. Id. ¶ 14. One other plaintiff, Alex Canela, alleges that he purchased tickets to a San Francisco Giants game through Defendant StubHub, Inc. Id. ¶ 16.

Since this suit was filed, Wong has received a full refund on his tickets from both the Giants and the Athletics. Dkts. 78-1 (Bashuk Decl.) ¶¶ 8-9; 78-3 (Connor Decl.) ¶ 23.1 The Giants refunded Wong's purchase on May 12, 2020. Connor Decl. ¶23. The A's provided the refund on July 1, 2020. Bashuk Decl. ¶ 8.

B. Wong's Arbitration Agreements
1. Oakland Athletics

On August 9, 2018, Wong purchased a 2019 ticket package from the Oakland Athletics. Bashuk Decl. ¶ 3. In conjunction with that purchase, he electronically signed a "Season Ticket Membership Agreement." Id. The Season Ticket Membership Agreement contains an Arbitration Agreement. In order to electronically sign the Season Ticket Membership Agreement, Wong had to open the full document, scroll to the bottom, and enter his electronic signature. Id. ¶ 4. The Season Ticket Membership Agreement also included an automatic renewal provision. Id. ¶ 7. Pursuant to the automatic renewal provision, on October 15, 2019, Wong purchased a ticket package for the 2020 season. Id.

2. San Francisco Giants

On February 8, 2020, Wong bought four tickets to a September 24, 2020 Giants game. Connor Decl. ¶ 3. The September 24 game was a "Special Event" game styled as "Star Trek Night." Id. ¶ 4. Wong purchased his tickets through "SFGiants.com/specialevents." Id. ¶ 6. When a visitor to that website clicks "Buy Tickets" for a particular Special Event, a pop-up window from Fevo, a third-party ticketing platform, opens. Id. ¶¶ 6, 7. After the user selects seats and enters personal and payment information, the user must click a "CONFIRM" button on the Fevo pop-up window to complete the purchase. Id. ¶ 8. A statement directly above the "CONFIRM" button states: "By clicking ‘Confirm,’ you agree to the privacy policy and terms of use." Id. The terms "privacy policy" and "terms of use" are underlined, blue, and hyperlinked. Id. ¶¶ 8-9. The "terms of use" hyperlink takes users to Fevo.com. Id. ¶ 10. At the bottom of the Fevo landing page, the phrase "Terms" links to the Fevo terms of service (Fevo Terms). Id. ¶¶ 11-13. The third paragraph of the Fevo Terms provides: "if you access the Services via a third-party website (such as the website of a third-party Event provider), you will also be subject to the terms applicable to such third-party website, including any applicable terms of service, terms of use, and privacy policies." Id. ¶ 14.

SFGiants.com is a "third-party Event provider," so the contract incorporates the SFGiants.com terms of use (SFGiants.com Terms). Id. ¶ 15. In order to access the SFGiants.com Terms, a user clicks on a hyperlinked "Terms of Use" at the bottom of any page of SFGiants.com, including the homepage or the SFGiants.com/specialevents page. Id. ¶¶ 17, 19. The SFGiants.com Terms include an arbitration provision. Id. ¶ 21.

II. LEGAL STANDARD
A. Subject Matter Jurisdiction

Plaintiffs bear the burden of establishing subject matter jurisdiction. Kokkonen v. Guardian Life Ins. Co. of Am., 511 U.S. 375, 377, 114 S.Ct. 1673, 128 L.Ed.2d 391 (1994). On a motion pursuant to Rule 12(b)(1), the Court accepts as true all factual allegations and construes the pleadings in the light most favorable to the plaintiff. Oklevueha Native Am. Church of Haw., Inc. v. Holder, 676 F.3d 829, 834 (9th Cir. 2012). "However, conclusory allegations and unwarranted inferences are insufficient to defeat a motion to dismiss." Id.

"In support of a motion to dismiss under Rule 12(b)(1), the moving party may submit ‘affidavits or any other evidence properly before the court .... It then becomes necessary for the party opposing the motion to present affidavits or any other evidence necessary to satisfy its burden of...

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