Oakland Raiders v. National Football League

• Citation: 131 Cal.App.4th 621,32 Cal.Rptr.3d 266
• Decision Date: 28 July 2005
• Docket Number: No. H026688.,H026688.
• Court: California Court of Appeals
• Parties: OAKLAND RAIDERS, Plaintiff and Appellant, v. NATIONAL FOOTBALL LEAGUE et al., Defendants and Respondents.

32 Cal.Rptr.3d 266

131 Cal.App.4th 621

OAKLAND RAIDERS, Plaintiff and Appellant, v. NATIONAL FOOTBALL LEAGUE et al., Defendants and Respondents.

No. H026688.

Court of Appeal, Sixth District.

July 28, 2005.

Howard Rice Nemerovski Canady Falk & Rabkin, Kenneth G. Hausman, Simon J. Frankel, Matthew R. Schultz, San Francisco, for Plaintiff/Appellant.

Bingham McCutchen, James L. Hunt, Dale E. Barnes, San Francisco, Michael T. Pyle, Ruby & Schofield, Allen J. Ruby, & San Jose, for Defendants/Respondents.

PREMO, J.

The Oakland Raiders (Raiders), a member club of an unincorporated association known as the National Football League (NFL or League), sued the NFL and its commissioner, Paul Tagliabue. The Raiders alleged that the NFL and Tagliabue (collectively, defendants) took various actions that were discriminatory towards the Raiders and placed it at a competitive disadvantage vis-à-vis other member clubs. One legal theory that the Raiders advanced was breach of fiduciary duty. Defendants argued that this claim was without merit for a variety of reasons, including the absence of legal duty, and the requirement that courts abstain from involving themselves in disputes involving private voluntary associations. The court below, citing both reasons, agreed with defendants and granted summary adjudication. The Raiders appealed.

We are therefore called upon here to examine the parties' relationship to determine whether the NFL and its commissioner owe fiduciary duties to the Raiders. After reviewing the unique nature of the NFL business organization and the extent of the powers and duties of its commissioner, we conclude that neither defendant stands in a fiduciary relationship with the Raiders. We hold further that the nature of this conflict is one from which the courts properly abstain. Accordingly, after our de novo review, we conclude that summary adjudication was proper and we affirm the judgment.

PROCEDURAL HISTORY¹

The Raiders filed a Fourth Amended and Supplemental Complaint (complaint) consisting of 22 causes of action and 99 pages (excluding exhibits). The complaint's second cause of action—the only claim at issue in this appeal—asserted that the NFL and/or Tagliabue breached their fiduciary duties to the Raiders.

Broadly speaking, the complaint alleged that the Raiders was discriminated against and treated unfavorably as compared with the other member clubs.² The alleged breaches of fiduciary duty included: "singling the Raiders out" from other clubs and "treating the Raiders disparately and adversely"; permitting other member clubs to violate NFL rules, thereby giving them a competitive advantage over the Raiders; requiring that the Raiders (over its objection) participate with other member clubs in the European football league known as the "World League of American Football"; concealing information from the Raiders and excluding its participation in a lawsuit involving the former owner of the New England Patriots, William H. Sullivan, Jr.; and denying Al Davis (former Raiders' managing general partner) and his family permission to buy the Oakland Athletics baseball team, notwithstanding that defendants permitted violations of the League's "Cross-ownership Rule" by other club owners.³ In addition, the Raiders alleged that Tagliabue committed further breaches of fiduciary duty: by removing Davis from the Management Council Executive Committee in September 1995; by removing Raiders' representatives from NFL committees, and by excluding the Raiders from participating in significant NFL committees, thereby placing the Raiders at a competitive disadvantage; and by concealing from the Raiders certain rules violations by other member clubs.

In November 1998, defendants filed a motion for summary adjudication of the second cause of action of the complaint, denominated as "motion no. 5." The Raiders opposed this motion; its opposition consisted of more than 2600 pages. After the court heard extensive argument, on December 17, 1998, it granted summary adjudication as to the second cause of action.⁴ The court based its decision, inter alia, upon the conclusions that (1) defendants owed no fiduciary duties to the Raiders, and (2) even were the breach of fiduciary duty claim legally viable, the court was required to abstain from deciding it.

Three months later, the Raiders attacked the order granting summary adjudication by filing a motion for new trial, a motion for reconsideration, and an alternative motion to amend the complaint. The court (1) denied the Raiders' motion for reconsideration, (2) denied without prejudice the motion for new trial, and (3) denied the motion for leave to amend.⁵

After intervening proceedings—including appellate proceedings in Oakland Raiders, supra, 93 Cal.App.4th 572, 113 Cal.Rptr.2d 255, and at least one further summary adjudication motion (as to the 21st and 22nd causes of action of the complaint) —the court entered judgment on September 3, 2003.

The Raiders filed a notice of appeal on October 31, 2003. The appeal from the judgment was filed timely (Cal. Rules of Court, rule 2(a)(1)), and is a proper subject for appellate review. (Code Civ. Proc., § 437c, subd. (m); see also Weil & Brown, Cal. Practice Guide: Civil Procedure Before Trial (The Rutter Group 2005) ¶ 10:384, p. 10-122.12 [order granting summary judgment not itself appealable, but appeal lies from judgment entered on such order].)

DISCUSSION

I. Standard Of Review

"The purpose of the law of summary judgment is to provide courts with a mechanism to cut through the parties' pleadings in order to determine whether, despite their allegations, trial is in fact necessary to resolve their dispute." (Aguilar v. Atlantic Richfield Co. (2001) 25 Cal.4th 826, 843, 107 Cal.Rptr.2d 841, 24 P.3d 493 (Aguilar).) As such, the summary judgment statute (Code Civ. Proc., § 437c), "provides a particularly suitable means to test the sufficiency of the plaintiff's prima facie case and/or of the defendant's [defense]." (Caldwell v. Paramount Unified School Dist. (1995) 41 Cal.App.4th 189, 203, 48 Cal.Rptr.2d 448.) A summary judgment motion must demonstrate that "material facts" are undisputed. (Code Civ. Proc., § 437c, subd. (b)(1).) The pleadings determine the issues to be addressed by a summary judgment motion. (Metromedia, Inc. v. City of San Diego (1980) 26 Cal.3d 848, 885, 164 Cal.Rptr. 510, 610 P.2d 407, rev'd on other grounds Metromedia, Inc. v. San Diego (1981) 453 U.S. 490, 101 S.Ct. 2882, 69 L.Ed.2d 800.)

"A motion for summary adjudication shall be granted only if it completely disposes of a cause of action, an affirmative defense, a claim for damages, or an issue of duty." (Code Civ. Proc., § 437c, subd. (f)(1).) Similar to summary judgment, the moving party's burden on summary adjudication is to establish evidentiary facts sufficient to prove or disprove the elements of a claim or defense. (§ 437c, subds.(c), (f).)

The moving party "bears the burden of persuasion that there is no triable issue of material fact and that he is entitled to judgment as a matter of law." (Aguilar, supra, 25 Cal.4th at p. 850, 107 Cal.Rptr.2d 841, 24 P.3d 493, fn. omitted.) A defendant moving for summary judgment must "`show[] that one or more elements of the cause of action . . . cannot be established' by the plaintiff." (Id. at p. 853, 107 Cal.Rptr.2d 841, 24 P.3d 493, quoting Code Civ. Proc., § 437c, subd. (o)(2).) A defendant meets its burden by presenting affirmative evidence that negates an essential element of plaintiff's claim. (Guz v. Bechtel National, Inc. (2000) 24 Cal.4th 317, 334, 100 Cal.Rptr.2d 352, 8 P.3d 1089.) Alternatively, a defendant meets its burden by submitting evidence "that the plaintiff does not possess, and cannot reasonably obtain, needed evidence" supporting an essential element of its claim. (Aguilar, supra, 25 Cal.4th at p. 855, 107 Cal.Rptr.2d 841, 24 P.3d 493.)

Since both summary judgment and summary adjudication motions involve purely questions of law, we review the granting of summary judgment or summary adjudication de novo to ascertain from the papers whether there is a triable issue of material fact. (Chavez v. Carpenter (2001) 91 Cal.App.4th 1433, 1438, 111 Cal.Rptr.2d 534; Travelers Casualty & Surety Co. v. Superior Court (1998) 63 Cal.App.4th 1440, 1450, 75 Cal.Rptr.2d 54.) In doing so, we "consider[] all of the evidence the parties offered in connection with the motion (except that which the court properly excluded) and the uncontradicted inferences the evidence reasonably supports. [Citation.]" (Merrill v. Navegar, Inc. (2001) 26 Cal.4th 465, 476, 110 Cal.Rptr.2d 370, 28 P.3d 116.)

In performing an independent review of the granting of summary judgment, we conduct the same procedure employed by the trial court. We examine (1) the pleadings to determine the elements of the claim, (2) the motion to determine if it establishes facts justifying judgment in the moving party's favor, and (3) the opposition—assuming movant has met its initial burden—to "decide whether the opposing party has demonstrated the existence of a triable, material fact issue. [Citation.]" (Chavez v. Carpenter, supra, 91 Cal.App.4th at p. 1438, 111 Cal.Rptr.2d 534; see also Burroughs v. Precision Airmotive Corp. (2000) 78 Cal.App.4th 681, 688, 93 Cal.Rptr.2d 124.) We need not defer to the trial court and are not bound by the reasons in its summary judgment ruling; we review the ruling of the trial court, not its rationale. (Kids' Universe v. In2Labs (2002) 95 Cal.App.4th 870, 878, 116 Cal.Rptr.2d 158.)

II. Issues On Appeal

The Raiders asserts that the trial court erred in granting summary adjudication of the claim for breach of fiduciary duty. These claims of error are as follows:

1. The court erred in concluding that neither the NFL nor Tagliabue owed fiduciary duties to the Raiders.

2. The court erroneously applied the abstention doctrine of California Dental Assn. v. American Dental Assn. (1979) 23 Cal.3d 346, 152...