Miljas v. Greg Cohen Promotions, LLC
| Docket Number | Case No. 4:20-cv-00320-SMR-SBJ |
| Decision Date | 15 August 2022 |
| Citation | 621 F.Supp.3d 936 |
| Parties | Mladen MILJAS, Plaintiff, v. GREG COHEN PROMOTIONS, LLC, and Greg Cohen, Defendants. |
| Court | U.S. District Court — Southern District of Iowa |
Michael A. Dee, Brian S. McCormac, Thomas D. Story, Brown Winick Graves Gross and Baskerville P.L.C., Des Moines, IA, for Plaintiff.
Timothy N. Lillwitz, Blake Hanson, Bradshaw Fowler Proctor & Fairgrave, P.C., Des Moines, IA, David Alan Schrader, Pro Hac Vice, Paykin Krieg & Adams LLP, New York, NY, for Defendants.
ORDER ON PLAINTIFF'S MOTION FOR PARTIAL SUMMARY JUDGMENT
This case arises out of a contractual dispute between Plaintiff Mladen Miljas and Defendants Greg Cohen Promotions, LLC ("GCP") and Greg Cohen, the proprietor of GCP. Miljas is a professional heavyweight boxer from Canada. GCP is a boxing promotional company formed under New Jersey state law and Cohen is a resident of New Jersey. This lawsuit was filed in the Southern District of Iowa pursuant to a venue-selection clause in the contract at issue. The dispute arises out of Miljas's allegation that GCP has failed to perform under the contract, specifically satisfying its obligation to arrange the minimum of boxing matches on behalf of Miljas. Miljas's position is that he validly terminated the contract and is no longer bound to exclusively fight in matches arranged by GCP. The Court previously granted a preliminary injunction requested by Miljas, which prohibited GCP and Cohen from undertaking certain actions which to Miljas from pursuing his boxing career during the pendency of this case. Currently before the Court is a partial Motion for Summary Judgment by Miljas, requesting summary judgment for liability on his breach of contract claim and a declaration that his agreement with GCP is no longer in effect.
In June 2018, Miljas entered into an "Exclusive Boxing Promotional Agreement" ("Agreement") with GCP, providing the company with "the sole and exclusive worldwide right to secure all professional boxing bouts . . . and promote such bouts during the term." [ECF Nos. 42-1 ¶ 1]. The Agreement's effective date is June 11, 2018, with an initial term of three years and provisions for automatic extensions, none of which are relevant here. [ECF No. 42-1 ¶ 2]. The term could be extended under two other provisions that provide for an extension in the event Miljas was permanently or partially disabled or entered a period of temporary retirement. Id. ¶ 20. "Disability" is not explicitly defined in the Agreement, but it does provide that if Miljas was not "legally permitted to fight within the United States of America, the period of his ineligibility shall be deemed a disability and this Agreement shall be extended until his eligibility is re-established." Id. ¶ 30.
For its part, GCP is required by the Agreement to use reasonable efforts to promote or arrange a minimum of four bouts within each calendar year. Id. ¶ 3. The bouts arranged according to the Agreement, must be "commensurate with [Plaintiff's] level of ability, ranking, stature in the boxing industry and marketability." Id. The Agreement specifies that the dates and sites of arranged bouts are "in the sole and absolute discretion of [GCP] and against such opponents as mutually agreed upon by [Miljas and GCP]." Id. ¶ 5. It further provides that Miljas's approval of opponents "shall not be unreasonably withheld." Id.
Miljas fought in a total of four bouts arranged by GCP under the Agreement. The first bout took place on September 8, 2018, when he fought 42-year-old Travis Fulton, whom Miljas defeated in a first round knockout. [ECF No. 100-3 ¶ 33] (Pl. SMF); [ECF No. 105-1 ¶ 17] (Cohen Decl.). On January 18, 2019, GCP arranged a bout between Miljas and Wayman Carter which Miljas also won by knockout. [ECF No. 100-3 ¶ 37]; [ECF No. 105-1 ¶ 21]. A third bout occurred 45 days after the Carter fight, on March 2, 2019; this time Miljas fought and defeated Matthew Greer. [ECF No. 100-3 ¶ 38]; [ECF No. 105-1 ¶ 22]. The last boxing match in which Miljas has fought to date was against Aaron Chavers on August 9, 2019, which was another victory for Miljas. [ECF No. 100-3 ¶ 40]; [ECF No. 105-1 ¶ 23].
After the Chavers bout, Miljas encountered a potential issue with his immigration status and he returned to Canada in late September or early October 2019. [ECF No. 100-3 ¶ 14]. In late December, Miljas received approval for a work visa. Id. During this time period, GCP did not assert any rights to extend the term of the Agreement pursuant to the "disability clause" of section 30. See [ECF No. 42-1 ¶ 30] (providing "[i]f the Boxer should not be legally permitted to fight within the United States of America, the period of his ineligibility shall be deemed a disability and this Agreement shall be extended until his eligibility is re-established."). The Court heard testimony at the injunction evidentiary hearing that—rather than assert a right to extend the Agreement—GCP arranged a bout in Miljas's Canadian hometown for October 19, 2019. [ECF No. 100-3 ¶ 46]; [ECF No. 105-1 ¶ 28].
The bout in Miljas's hometown was set against Ruann Visser. The Visser bout was conveyed to Miljas during a phone conference with Cohen, Miljas's then-trainer Eddie Mustafa Muhammad, and his then-manager Steven Heid. [ECF No. 100-3 ¶ 43]. The parties dispute whether the total purse was disclosed to Miljas. Cohen testified at the injunction hearing that Miljas was told he would get his "contractual minimum" for an eight-round fight, whereas Heid testified that money was not discussed. Id. ¶¶ 46-47. The proposal was not provided in writing. Id. ¶ 49. Miljas did not accept the proposal, maintaining he was not provided enough time to train for an opponent such as Visser, who according to Miljas would have been his toughest opponent yet. Id. ¶¶ 50-53. He asserts it would typically require a minimum of six weeks and optimally twelve weeks to prepare for such a bout. Id. ¶¶ 53-54. GCP claims to have proposed the Visser bout again in January 2020, but the facts are unclear whether this was conveyed to Miljas by Heid or GCP and Miljas denies receiving the proposed bout. Id. ¶ 62.
On March 11, 2020, Miljas emailed Cohen to relay his unhappiness with the number of bouts arranged by GCP. Id. ¶ 72. GCP did not respond to the email. Id. ¶ 73. Miljas sent a breach of contract notice to GCP on May 21, 2020, citing GCP's failure to perform its obligations under the Agreement, which triggered a 30-day period for GCP to cure its breach. Id. ¶ 74. The stated justification for the breach notice was GCP's failure to schedule the minimum number of bouts and its failure to find suitable opponents, both of which are required by Section 3 of the Agreement. Id. ¶¶ 76-78. GCP's response to the breach notice was a letter from its counsel sent on June 19, 2020, outlining why the company was not in breach of the Agreement. Id. ¶ 81. GCP claimed it was in compliance with its obligations under the Agreement but, at the same time, asserted its performance was excused due to the coronavirus pandemic. Id.
On June 21, 2020, two days after receiving GCP's response, Miljas sent a notice of termination, citing GCP's failure to perform its obligations under Section 3 of the Agreement and Miljas's right to terminate under Section 17. Id. ¶ 84.
On October 15, 2020, Miljas filed suit against GCP and Greg Cohen alleging claims for breach of contract, tortious interference with existing and prospective contracts, defamation, fraudulent inducement, fraud, and violation of the Ali Act. [ECF No. 7]. He also sought a declaratory judgment that the Agreement has been validly terminated. Id. Defendants filed a motion to dismiss on December 10, 2020, seeking to dismiss all claims against Cohen individually and the claims against GCP for tortious interference, defamation, fraud, and fraudulent inducement. [ECF No. 8].
Miljas filed a motion for a preliminary injunction on December 22, 2020. [ECF No. 11]. In it, he requested the Court enjoin Defendants from contacting Miljas without the presence of his counsel; contacting third parties about Miljas's contractual status with GCP; or making defamatory statements about him. [ECF No. 11]. The Court heard oral argument and held an evidentiary hearing on the motion. At the hearing, the Court heard live testimony from Miljas, Cohen, and Heid. [ECF Nos. 26; 33]. On April 30, 2021, the Court granted the motion for preliminary injunction, enjoining Defendants from contacting Miljas, or contacting third parties with an intent to interfere with existing or potential business relationships with Miljas. [ECF No. 39].
On May 25, 2021, Defendants filed an answer to the amended complaint, counterclaims, and a third-party claim. [ECF No. 44]. In its counterclaims, GCP sought a declaratory judgment and specific performance by Miljas pursuant to the Agreement. Id. at 16-19. GCP also alleged Miljas breached his obligations under the Agreement and sought monetary damages. GCP also brought a third-party claim against a "John Doe" and "ABC Corp.," alleging that an unknown third-party was violating GCP's exclusive right to promote Miljas. Id. at 21-22. The third-party complaint alleged, "it is unknown who such persons are that have been retained, or that will be retained" by Miljas but they "will be named and substituted when their identity becomes known." Id. at 22-23.
Shortly after GCP filed the third-party complaint, Miljas filed a motion to strike. [ECF No. 50]. He objected that the third-party complaint violated the Court's injunction, among other claims. [ECF No. 50-1]. Miljas asked the Court to hold Defendants in contempt for violating the injunction. The Court dismissed the third-party complaint, reasoning that it was an improper third-party complaint and agreeing with Miljas that it violated the injunction. [ECF No. 59 at 3-6]. The Court declined to impose...
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