Morsani v. Major League Baseball
| Decision Date | 04 October 1995 |
| Docket Number | No. 94-01780,94-01780 |
| Citation | 663 So.2d 653 |
| Parties | 1995-2 Trade Cases P 71,146, 20 Fla. L. Weekly D2266 Frank L. MORSANI, individually and for the use and benefit of Tampa Bay Baseball Group, Inc. and Tampa Bay Baseball Group, Inc., a Florida corporation, Appellants, v. MAJOR LEAGUE BASEBALL; Bowie Kuhn; Peter V. Ueberroth; Edwin M. Durso; Francis T. Vincent, Jr.; National League of Professional Baseball Clubs; Charles S. Feeney; William D. White; American League of Professional Baseball Clubs; Leland S. MacPhail, Jr.; Robert W. Brown, M.D.; National Association of Professional Baseball Leagues, Inc., a Florida Corporation; Atlanta National League Baseball Club, Inc., d/b/a Atlanta Braves; Chicago National League Ball Club, Inc., d/b/a Chicago Cubs; the Cincinnati Reds, d/b/a Cincinnati Reds; Florida Marlins, Inc., d/b/a Florida Marlins, a Florida Corporation; Harry Wayne Huizenga; Blockbuster Entertainment Corp., a Delaware Corporation registered to do business in Florida; Houston Sports Association, Inc., d/b/a Houston Astros; Los Angeles Dodgers, Inc., d/b/a Los Angeles Dodgers; Peter O'Malley; Montreal Baseball Club, Ltd., d/b/a Montreal Expos; Sterling Doubleday Enterprises, L.P., d/b/a New York Mets; Fred Wilpon; the Phillies, d/b/a Philadelphia Phillies; Bill Giles; Pittsburgh Associates, d/b/a Pittsburgh Pirates; Douglas D. Danforth; Carl F. Barger; St. Louis Baseball Club, Inc., d/b/a St. Louis Cardinals; Fred L. Kuhlmann; San Diego National League Baseball Club, Inc., d/b/a San Diego Padres; Lurie Sports, Inc., d/b/a San Francisco Giants; the Orioles, Inc., d/b/a Baltimore Orioles; Boston Red Sox Baseball Club, d/b/a Boston Red Sox; Haywood Sullivan; Golden West Baseball Company, d/b/a California Angels; Chicago White Sox; Jerry M. Reinsdorf; Cleveland Indians Baseball Co., d/b/a Cleveland Indians; Detroit Baseball Club, Inc., d/b/a Detroit Tigers; Kansas City Royals Baseball Corp., d/b/a Kansas City Royals; Milwaukee Brewers Baseball Club, d/b/a Milwaukee Brewers; Alan H. Selig; Minnesota Twins Partnershi |
| Court | Florida District Court of Appeals |
Joel D. Eaton of Podhurst, Orseck, Josefsberg, Eaton, Meadow, Olin & Perwin, P.A., Miami, and Cunningham Law Group, P.A., Tampa, for Appellants.
John W. Foster, Sr. of Baker & Hostetler, Orlando, for Appellees.
Ben J. Hayes, St. Petersburg and Douglas E. Hart of Frost & Jacobs, Cincinnati, Ohio, for Appellee National Association of Professional Baseball Leagues, Inc.
Frank Morsani and the Tampa Bay Baseball Group (TBBG) seek review of the trial court's dismissal of their complaint alleging tortious interference with advantageous contractual and business relationships and antitrust violations in connection with their attempt to acquire a major league baseball team. We hold that the trial court erred in its dismissal for failure to state a cause of action for tortious interference because the complaint sufficiently alleged that the appellees exceeded the scope of their approval rights. We further conclude that the antitrust exemption for baseball is limited to the reserve clause. Because our decision renders the third and fourth issues moot, we do not address them. Accordingly, we reverse the dismissal and remand for further proceedings consistent with this opinion.
Appellants were plaintiffs in a multi-count suit against sixty defendants, nearly all of whom were associated with major league baseball in one capacity or another at the relevant times. The complaint alleged that the defendants had tortiously interfered with various contractual rights and advantageous business relationships which the plaintiffs had developed over the years in their efforts to acquire ownership of a major league baseball team in Tampa, Florida, and, that, by conspiring together to prevent the plaintiffs from succeeding in that endeavor, the defendants had violated Florida's antitrust laws.
The trial court dismissed the complaint as to fifty-eight of the sixty defendants pursuant to a motion for failure to state a cause of action pursuant to Florida Rule of Civil Procedure 1.140(b)(6). The plaintiffs and the remaining two defendants stipulated without prejudice to the plaintiffs' rights to challenge the propriety of the final judgment itself, that the two defendants would be deemed included in the order of dismissal.
Counts I through III of the complaint alleging tortious interference correspond to the plaintiffs' attempts to purchase a team through negotiations with owners of Minnesota Twins, Inc. and Texas Rangers, Ltd. and to acquire an expansion team, respectively. Count IV alleged that the defendants' acts of tortious interference constituted an antitrust violation.
Our function when reviewing an order of dismissal entered pursuant to Rule 1.140(b), Florida Rules of Civil Procedure, is confined to whether the trial court properly concluded that the complaint did not state a cause of action. In reaching that determination, we must take the pleaded facts as true and we are not concerned with the quality of the allegations or how they will ultimately be proved.
Troupe v. Redner, 652 So.2d 394, 395 (Fla. 2d DCA 1995), citing Cook v. Sheriff of Collier County, 573 So.2d 406, 408 (Fla. 2d DCA 1991).
The complaint alleges that in 1982, Morsani attended the major league baseball winter meetings, expressed his desire to purchase a major league baseball team and sought advice from various defendants concerning the team's purchase and relocation to the Tampa Bay area. Upon the defendants' advice, TBBG was formed. Various defendants told the plaintiffs that they would support and approve the sale of the Minnesota Twins, Inc. to them if they would secure a site to build a major league baseball stadium in the Tampa Bay area. At an expense in excess of $2 million, the plaintiffs secured a long-term lease with the Tampa Sports Authority for the construction of a baseball stadium and entered into negotiations with the shareholders of Minnesota Twins, Inc. for the purchase of their stock.
In 1984, the owners of 51% of the stock of Minnesota Twins, Inc., Calvin Griffith and Thelma Griffith-Haynes, agreed to sell their controlling interest to the plaintiffs for approximately $24 million on condition that they first buy H. Gabriel Murphy's 42.14% minority interest in the corporation. The plaintiffs then negotiated and entered into a fully-executed written contract with Murphy for the purchase of his interest, at a purchase price of $11.5 million. The contract provided that its closing was conditioned upon prior approval by the owners of other American League teams, as the Constitution of the American League required, and any other approvals which might validly be required. Thereafter, with full knowledge of these agreements, various of the defendants conspired together and used improper means to prevent the plaintiffs from consummating their purchase. They caused Griffith and Griffith-Haynes to sell their 51% interest to Carl Pohlad. They also demanded that the plaintiffs assign their contract with Murphy to Pohlad, and that Murphy consent to the assignment. At the time this assignment was demanded, the value of the minority interest purchased by the plaintiffs had increased from $11.5 million to $25 million.
The plaintiffs balked at the demand and sought payment for the $13.5 million increase in value of the contract, as well as reimbursement of the $2 million previously expended, as a condition to assigning the contract to Pohlad. The relevant defendants then threatened the plaintiffs. These threats were that plaintiffs would never own an interest in a major league baseball team, and that there would never be a major league baseball team in the Tampa Bay area, unless the plaintiffs assigned the contract as demanded and accepted only $250,000.00 for the assignment, and, further, that they agree to forbear pursuing any legal remedies for the additional $15 million plus in damages in exchange for obtaining an ownership interest in another major league baseball team in time to begin the 1993 season. In exchange for the promise of another team, the plaintiffs assigned their contract to Pohlad.
The complaint also alleged that in 1988, several defendants informed the plaintiffs that they would support and approve the sale of Texas Rangers, Ltd. to the plaintiffs. The plaintiffs then reached an agreement with Eddie Gaylord for the purchase of his 33% interest in the partnership, and entered into a written contract with Eddie Chiles for the purchase of his 58% controlling interest in the partnership. Thereafter, with full knowledge of these agreements, various defendants conspired together and used improper means to prevent the plaintiffs from consummating their purchase. They caused both Gaylord and Chiles to breach their agreements with the plaintiffs in favor of a...
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