Triple-A Baseball Club Assoc. v. NE Baseball, Inc.

• Decision Date: 11 March 1987
• Docket Number: 86-0360-P.,Civ. No. 86-0331-P
• Citation: 655 F. Supp. 513
• Parties: TRIPLE-A BASEBALL CLUB ASSOCIATES, Jordan Kobritz, and Triple-A Baseball Club of Maine, Inc., Plaintiffs, v. NORTHEASTERN BASEBALL, INC., Defendant. TRIPLE-A BASEBALL CLUB ASSOCIATES, Jordan Kobritz, and Triple-A Baseball Club of Maine, Inc., Plaintiffs, v. INTERNATIONAL LEAGUE OF PROFESSIONAL BASEBALL CLUBS, Defendant and Third-Party Plaintiff, v. MULTI-PURPOSE STADIUM AUTHORITY OF LACKAWANNA COUNTY, Third-Party Defendant.
• Court: U.S. District Court — District of Maine

655 F. Supp. 513

TRIPLE-A BASEBALL CLUB ASSOCIATES, Jordan Kobritz, and Triple-A Baseball Club of Maine, Inc., Plaintiffs, v. NORTHEASTERN BASEBALL, INC., Defendant.

TRIPLE-A BASEBALL CLUB ASSOCIATES, Jordan Kobritz, and Triple-A Baseball Club of Maine, Inc., Plaintiffs, v. INTERNATIONAL LEAGUE OF PROFESSIONAL BASEBALL CLUBS, Defendant and Third-Party Plaintiff, v. MULTI-PURPOSE STADIUM AUTHORITY OF LACKAWANNA COUNTY, Third-Party Defendant.

Civ. Nos. 86-0331-P, 86-0360-P.

United States District Court, D. Maine.

Judgment February 20, 1987.

Opinion March 11, 1987.

COPYRIGHT MATERIAL OMITTED

Keith A. Powers, Jeffrey T. Edwards, Portland, Me., for plaintiffs.

Frank A. Ray, Columbus, Ohio, Joseph M. Cloutier, Camden, Me., for defendant Intern. League.

Thomas B. Wheatley, John A. Hobson, Portland, Me., Richard S. Bishop, Scranton, Pa., for defendants Northeastern Baseball and Multi-Purpose Stadium.

JUDGMENT

GENE CARTER, District Judge.

At the joint request of the parties herein the Court enters its judgment in the above entitled matter, the Court's Opinion to follow in due course.

It is hereby ORDERED that judgment enter in Civil No. 86-0331-P as follows;

I. Plaintiffs' Claims

(1) Judgment on Counts I, II, IV and V of the Plaintiffs' complaint to enter for the defendant, Northeastern Baseball, Inc.;

(2) Judgment on Count III of the Plaintiffs' complaint to enter for Plaintiffs on plaintiffs' claim for a declaratory judgment and it is hereby DECLARED and ADJUDGED that the September 3, 1986 purchase and sale agreement between the Plaintiffs Triple-A Baseball Club Associates, Jordan Kobritz, and Triple-A Baseball Club of Maine, Inc., general partners, and Northeastern Baseball, Inc. is null, void and without further force or effect having terminated by its own terms on the failure of an implied condition precedent to performance of the agreement; Plaintiffs to return forthwith the contract deposit of One Hundred Thousand Dollars ($100,000) with accrued interest thereon in accordance with Paragraph 14 of said agreement.

II. Claims of Northeastern Baseball, Inc.

Judgment is entered on the counterclaims of the Counterclaim Plaintiff Northeastern Baseball, Inc., against the Plaintiffs Triple-A Baseball Club Associates, Jordan Kobritz, and Triple-A Baseball Club of Maine, Inc., general partners, as follows;

(1) Judgment on Count I of the counterclaim to enter for the Counterclaim Defendants, Triple-A Baseball Club Associates, et al.;

(2) Judgment on Count II of the counterclaim to enter for the Counterclaim Defendants, Triple-A Baseball Club Associates, et al.

It is hereby ORDERED that judgment enter in Civil No. 86-0360-P as follows;

I. Plaintiffs' Claims Against the International League of Professional Baseball Clubs

(1) Judgment to enter on Count I for the Plaintiffs, Triple-A Baseball Club Associates, et al. on the claim for equitable relief and it is hereby ORDERED that the Defendant, International League, restore the Plaintiff, Triple-A Baseball Club Associates, to full membership rights in the Defendant, International League, in accordance with the provisions of the Constitution, By-laws, and Rules and Regulations of the Defendant, International League;

(2) Judgment to enter on Count II for the Defendant, International League of Professional Baseball Clubs;

(3) Judgment to enter on Count III for the Defendant, International League of Professional Baseball Clubs;

(4) Judgment to enter on Count IV for the Defendant, International League of Professional Baseball Clubs;

(5) Judgment to enter on Count V for the Defendant, International League of Professional Baseball Clubs.

II. Claims of International League Against Plaintiffs

Judgment is entered on the claims of the International League against plaintiffs, Triple-A Baseball Club Associates et al., Northeastern Baseball, Inc. and Multi-Purpose Stadium Authority as follows;

(1) Judgment is RESERVED on the cross-claim of the International League against Northeastern Baseball, Inc. and Multi-Purpose Stadium Authority seeking contribution and indemnification as these claims were bifurcated for purposes of trial and remain PENDING for later disposition;

(2) Judgment on Count II seeking a declaration that the International League has exclusive jurisdiction to determine whether the Plaintiff Triple-A Baseball Club Associates or Defendant, Northeastern Baseball, Inc. holds membership in the league not to enter, the claims having become MOOT on the stipulation at trial of the defendant, International League, that it would honor the Court's decision determining the ownership of the Triple-A franchise as determinative of membership in the International League as between the Plaintiff Triple-A Baseball Club Associates and Defendants Northeastern Baseball, Inc. and Multi-Purpose Stadium Authority;

(3) Judgment to enter on Count III alleging tortious interference with the league's business relationships for the Plaintiffs, Triple-A Baseball Club Associates, et al., and Defendants Northeastern Baseball, Inc. and Multi-Purpose Stadium Authority; and

(4) Judgment to enter on Count IV alleging a breach of contract by failure to comply with the International League's constitution for Plaintiffs, Triple-A Baseball Club Associates, et al., and Defendants Northeastern Baseball, Inc. and Multi-Purpose Stadium Authority.

III. Plaintiffs' Claims Against the Multi-Purpose Stadium Authority

Judgment is entered on the claims of Plaintiffs against the Defendant, Multi-Purpose Stadium Authority, as follows;

(1) Judgment on Count I to enter for Defendant, Multi-Purpose Stadium Authority;

(2) Judgment on Count II to enter for Defendant, Multi-Purpose Stadium Authority.

IV. Costs

All prevailing parties shall recover costs as provided by law.

FINDINGS OF FACT, CONCLUSIONS OF LAW AND OPINION

These consolidated actions grow out of a business deal involving the sale of two minor league baseball franchises—the Triple-A Maine Guides and the Double-A Waterbury Indians—and a related dispute over membership in the Triple-A International League of Professional Baseball Clubs. Jurisdiction is based upon diversity of citizenship; the parties stipulate that Maine law controls all issues with the exception that Virginia law controls the formation and corporate status of the International League. The case was tried without a jury, and the Court herein sets forth its findings of fact and conclusions of law as required by Fed.R.Civ.P. 52(a). Before doing so, the Court will give a brief introductory overview of the parties, the dispute, and the resulting causes of action.

Plaintiffs are Triple-A Baseball Club Associates, a Maine Limited Partnership (hereinafter "the Limited Partnership"); Jordan Kobritz, general partner of the Limited Partnership ("Kobritz"); and Triple-A Baseball Club of Maine, Inc., another general partner of the Limited Partnership. (Kobritz owns all the stock in his corporate general partner.) Defendants are Northeastern Baseball, Inc., a Pennsylvania nonprofit corporation ("NBI"); the Multi-Purpose Stadium Authority of Lackawanna County, Pennsylvania, an entity of the Commonwealth of Pennsylvania ("MPSA"); and the International league of Professional Baseball Clubs, Inc., a Virginia nonprofit corporation ("International League").

Although not parties, two other important actors in the case are the Eastern League of Professional Baseball Clubs, Inc., ("Eastern League"), and the National Association of Professional Baseball Leagues ("National Association"), the governing body of minor league baseball. Both the International League and the Eastern League are members of the National Association and are bound to operate in accordance with its rules, known as the National Association Agreement.

The main dispute grows out of a September 3, 1986 agreement between the Limited Partnership, its two general partners, and NBI. Under this agreement, the Limited Partnership agreed to sell its Triple-A International League franchise, the Maine Guides, to NBI for $2.4 million and NBI agreed to sell its Double-A Eastern League franchise, the Waterbury (Connecticut) Indians, to the Limited Partnership for $400,000. The agreement was contingent upon the approval of both leagues, with the proviso that if the Eastern League "refused to approve" the sale of the Double-A franchise to the Limited Partnership, the agreement would remain in effect but the price of the Triple-A franchise would be reduced to $2 million. A September 4, 1986 side agreement between Kobritz individually and NBI provided in part that if in spite of the parties' best efforts the Eastern League refused to approve the sale of the Double-A franchise both to the Limited Partnership and to Kobritz individually, NBI would pay Kobritz individually a consulting fee of not less than $400,000. This agreement was contingent upon NBI's acquisition of the Triple-A franchise pursuant to the September 3 agreement.

The International League approved the assignment by the Limited Partnership of the Triple-A franchise to NBI and subsequently permitted NBI, rather than the Limited Partnership, to vote at International League meetings.¹ But the Eastern League never approved the transfer of the Double-A franchise either to the Limited Partnership or to Kobritz individually. NBI appeared at the scheduled closing, ready to pay the Limited Partnership $2 million for the Triple-A team but not to convey the Double-A franchise to either the Limited Partnership or Kobritz; Plaintiffs refused to convey the Triple-A franchise.

Plaintiffs assert five causes of action against NBI. Counts I, II, and III all assert that under the September 3 agreement, NBI had a duty to act in good faith and that, because the Eastern League never actually "refused to approve" the transfer, NBI had a duty to convey the Double-A franchise. Count I asserts that NBI repudiated and Count II that NBI breached its obligations; Count III asserts that the September 3 agreement...