Frampton v. Interstate Mgmt. Co.

Decision Date22 March 2021
Docket NumberCIVIL ACTION NO. 19-4317
PartiesCARL FRAMPTON, Plaintiff, v. INTERSTATE MANAGEMENT COMPANY, LLC, Defendant.
CourtU.S. District Court — Eastern District of Pennsylvania
MEMORANDUM OPINION

This personal injury action arises out of an incident that occurred on August 5, 2019 at the Renaissance Philadelphia Airport Hotel ("Hotel") in which Plaintiff Carl Frampton ("Frampton") contends that an unsteady, unattached, and/or unsecured decorative column in the lobby of the Hotel fell over and struck Frampton's hand.1 Pl.'s Br. (Doc. No. 32) at 2. Defendant Interstate Management Company ("Interstate") has filed a Motion for Partial Summary Judgment seeking dismissal of Frampton's demand for economic damages in the amount of approximately $1,200,000.00 on the grounds that the promotion and sponsorship agreements giving rise to these alleged damages preclude Frampton's recovery. Def.'s Br. (Doc. No. 31) at 3-4. For the reasons set forth below, this Court finds that no genuine issues of material fact exist and consequently, Interstate's Motion for Partial Summary Judgment will be granted.

I. FACTUAL BACKGROUND2

In the summer of 2019, Frampton, a three-time world champion super bantam and featherweight professional boxer, traveled from his home in Northern Ireland to Philadelphia, Pennsylvania to participate in a non-title boxing bout that was scheduled for August 10, 2019. Def.'s Br. at 2; Pl.'s Br. at 2. During his trip to Philadelphia, Frampton was a registered guest at the Hotel. Id. On August 5, 2019, at approximately 11:30 a.m., a decorative column in the lobby of the Hotel fell and struck Frampton's left hand, resulting in a fractured fifth metacarpal that prevented Frampton from participating in an August 10, 2019 fight.3 Id.

As a consequence of this injury, Frampton claims that, pursuant to the terms of his promotion and sponsorship agreements, he incurred approximately $1,200,000.00 in economic damages. Def.'s Br., Ex. F at ¶ 3. Specifically, Frampton argues that he incurred a $1,000,000.00 loss of purse under his Multi-Fight Agreement with Top Rank, Inc. ("Top Rank"),4 and $200,000.00 in lost endorsements under his three sponsorship agreements: (1) theEverlast Sportsperson Sponsorship Agreement;5 (2) the Kindred Sponsorship/Ambassador Agreement;6 and (3) the 11 Degrees Ambassador Agreement.7 Pl.'s Br. at 2-4. Interstate, however, contends that the clear and unambiguous terms of the promotion and sponsorship agreements preclude Frampton's recovery of his alleged economic damages. Def.'s Br. at 3-4.

II. SUMMARY JUDGMENT STANDARD

Under the well-established summary judgment standard, "[t]he court shall grant summary judgment if the movant shows that there is no genuine dispute as to any material fact and the movant is entitled to judgment as a matter of law." Fed. R. Civ. P. 56(a). "Summary judgment is appropriate when 'the pleadings, depositions, answers to interrogatories, and admissions on file, together with the affidavits, if any, show that there is no genuine issue as to any material fact and that the moving party is entitled to judgment as a matter of law.'" Williams v. Wells Fargo Bank, No. 14-2345, 2015 WL 1573745, at *3 (E.D. Pa. Apr. 9, 2015) (quoting Wright v. Corning, 679 F.3d 101, 105 (3d Cir. 2012)).

[T]he plain language of Rule 56[a] mandates the entry of summary judgment, after adequate time for discovery and upon motion, against a party who fails to make a showing sufficient to establish the existence of an element essential to that party's case, and on which that party will bear the burden of proof at trial. In such a situation, there can be "no genuine issueas to any material fact," since a complete failure of proof concerning an essential element of the nonmoving party's case necessarily renders all other facts immaterial. The moving party is "entitled to judgment as a matter of law" because the nonmoving party has failed to make a sufficient showing on an essential element of [his or] her case with respect to which [he or] she has the burden of proof.

Celotex Corp. v. Catrett, 477 U.S. 317, 322-23 (1986).

"By its very terms, this standard [that there be no genuine issue as to any material fact] provides that the mere existence of some alleged factual dispute between the parties will not defeat an otherwise properly supported motion for summary judgment; the requirement is that there be no genuine issue of material fact." Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 247-48 (1986) (emphasis in original). A material fact is one that "might affect the outcome of the suit under the governing law." Id. at 248.

When ruling on a motion for summary judgment, the court shall consider facts in a light most favorable to the non-moving party and draw all reasonable inferences in that party's favor. Scheidemantle v. Slippery Rock Univ. State Sys. of Higher Educ., 470 F.3d 535, 538 (3d Cir. 2006). To prevail on summary judgment, however, "the non-moving party must present more than a mere scintilla of evidence; 'there must be evidence on which the jury could reasonably find for the [non-moving party].'" Burton v. Teleflex Inc., 707 F.3d 417, 425 (3d Cir. 2013) (quoting Jakimas v. Hoffman-La Roche, Inc., 485 F.3d 770, 777 (3d Cir. 2007)); see also Anderson, 477 U.S. at 252.

III. DISCUSSION
A. The Multi-Fight Agreement

Frampton demands $1,000,000.00 loss of purse damages for the cancelled August 10, 2019 bout because the Multi-Fight Agreement allegedly guaranteed that he would receive $1,000,000.00 per bout for three bouts in a 15-month time period. Pl.'s Br. at 5-7. Interstateargues that the clear and unambiguous language of the Multi-Fight Agreement precludes Frampton's recovery of the $1,000,000.00 loss of purse. Def.'s Br. at 4-6, 12. In support of this contention, Interstate alleges that the Multi-Fight Agreement entitled Frampton to a single payment of $1,000,000.00 in exchange for his participation in a single first bout. Id. Interstate further maintains that, because Frampton admittedly received $1,000,000.00 for his participation in the November 30, 2019 bout, he cannot recover a duplicative payment of $1,000,000.00 for the cancelled August 10, 2019 bout. Id. Viewing the evidence in a light most favorable to Frampton, this Court finds that the Multi-Fight Agreement is unambiguous and that it precludes Frampton's recovery of $1,000,000.00 loss of purse for the cancelled August 10, 2019 bout.

Interstate contends that New York law governs the Multi-Fight Agreement. Def.'s Reply at 3-4. "A federal court exercising diversity jurisdiction must apply the choice of law rules of the forum state." Kruzits v. Okuma Mach. Tool, Inc., 40 F.3d 52, 55 (3d Cir. 1994) (citing Klaxon Co. v. Stentor Elec. Mgf. Co., 313 U.S. 487, 497 (1941); Am. Air. Filter Co. v. McNichol, 527 F.2d 1297, 1299 n.4 (3d Cir. 1975)). Subject matter jurisdiction in this case is based on the diversity statute, 28 U.S.C. § 1332(a), and thus, Pennsylvania choice of law rules apply. Kruzits, 40 F.3d at 55. Because "Pennsylvania courts generally honor the intent of the contracting parties and enforce choice of law provisions in contracts executed by them," Bookard v. Estee Lauder Cos., Inc., 443 F. Supp. 3d 561, 569 (E.D. Pa. 2020) (quoting Kruzits, 40 F.3d at 35), this Court's analysis begins with the Multi-Fight Agreement's choice of law clause, which states: "this Agreement shall be governed by, and construed in accordance with the substantive law of contracts of the State of New York, with respect to contracts made and to be fully performed in New York, without regard to New York choice of law or conflicts of law." Multi-Fight Agreement § 16. Pennsylvania courts have adopted Section 187 of the Restatement (Second) of Conflict of Laws, which requires enforcement of a choice of law clause:

unless either (a) the chosen state has no substantial relationship to the parties or the transaction and there is no other reasonable basis for the parties' choice, or (b) application of the law of the chosen state would be contrary to a fundamental policy of a state which has a materially greater interest than the chosen state in the determination of the particular issue and which . . . would be the state of the applicable law in the absence of an effective choice of law by the parties.

Bookard, 443 F. Supp. 3d at 569-70 (citing Kruzits, 40 F.3d at 35). Neither the first nor the second exception are implicated here.8 Therefore, this Court will enforce the Multi-Fight Agreement's choice of law clause and apply the substantive contract law of the State of New York. New York's principles of contract interpretation are as follows:

It is axiomatic under New York law . . . that "[t]he fundamental objective of contract interpretation is to give effect to the expressed intentions of the parties." In a dispute over the meaning of a contract, the threshold question is whether the contract is ambiguous. "'Ambiguity is determined by looking within the four corners of the document, not to outside sources.'" When an agreement is unambiguous on its face, it must be enforced according to the plain meaning of its terms. Whether a contract is ambiguous is a question of law, which we review de novo.
It is well settled that a contract is unambiguous if the language it uses has a definite and precise meaning, as to which there is no reasonable basis for a difference of opinion. Conversely, . . . the language of a contract is ambiguous if it is capable of more than one meaning when viewed objectively by a reasonably intelligent person who has examined the context of the entire integrated agreement.
When determining whether a contract is ambiguous, it is important for the court to read the integrated agreement "as a whole." If the document as a whole "makes clear the parties' over-all intention, courts examining isolated provisions should then choose that construction which will carry out the plain purpose and object of the [agreement]."

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