Relevent Sports, LLC v. Fédération Internationale De Football Ass'n

551 F.Supp.3d 120

RELEVENT SPORTS, LLC, Plaintiff,

v.FÉDÉRATION INTERNATIONALE DE FOOTBALL ASSOCIATION and United States Soccer Federation, Inc., Defendants.

19-CV-8359 (VEC)

United States District Court, S.D. New York.

Signed July 20, 2021

Adam Dale, Angela Aziza Smedley, Jeffrey L. Kessler, Jonathan J. Amoona, Winston & Strawn LLP, New York, NY, Eric Michael Meiring, Herndon, VA, for Plaintiff.

Christopher S. Yates, Latham & Watkins LLP, San Francisco, CA, Lawrence Edward Buterman, Latham & Watkins LLP, New York, NY, for Defendant United States Soccer Federation, Inc.

Andrew Corydon Finch, H. Christopher Boehning, Justin David Ward, Paul, Weiss, Rifkind, Wharton & Garrison LLP, New York, NY, for Defendant Fédération Internationale de Football Association.

OPINION AND ORDER

VALERIE CAPRONI, United States District Judge:

This action stems from Plaintiff's desire to host official international soccer games ("Official Games") in the United States. Plaintiff alleges that its attempts to do so have been thwarted by Defendants’ refusal to sanction the games. Specifically, Plaintiff alleges that the United States Soccer Federation ("USSF") violated Section 1 of the Sherman Act by conspiring with the Fédération Internationale de Football Association ("FIFA") and all other FIFA-affiliated regional confederations, National Associations, leagues, and teams to adopt and enforce a policy that prohibits sanctioning Official Games in the United States and to boycott leagues, clubs, and players that participate in unsanctioned Official Games. See Am. Compl., Dkt. 57. Defendants moved to dismiss the Amended Complaint. Dkts. 65, 68. For the following reasons, Defendants’ motions are GRANTED.

BACKGROUND¹

FIFA is the international federation and world governing body of soccer. Am. Compl. ¶¶ 24-25. It administers soccer worldwide through its statutes, regulations, and directives. Id. ¶¶ 26, 34. Beneath FIFA organizationally are six regional confederations that oversee soccer at the continental level and assist FIFA in carrying out its regulations. Id. ¶ 28. The Confederation of North, Central and Caribbean Association Football ("CONCACAF") is the regional confederation governing soccer in North America. Id. Beneath the six regional confederations are 211 National Associations ("National Associations"), each of which is authorized to represent FIFA as the governing body for soccer at the national level. Id. ¶¶ 25-28; Silvero Decl., Dkt. 70 ¶ 4. To compete in any FIFA-affiliated event, a soccer league and its team must be sanctioned by their corresponding National Association and by FIFA. Am. Compl. ¶ 29.

USSF is the FIFA-recognized National Association for administering and overseeing soccer in the United States. Id. ¶ 31. USSF is a member of CONCACAF. Id. ¶ 28. Pursuant to the authority granted to the United States Olympic Committee by the Ted Stevens Olympic and Amateur Sports Act, 36 U.S.C. § 220501 et seq. (1998), USSF is also the recognized national governing body for soccer in the United States. Id. ¶ 68.

As FIFA's recognized National Association for soccer in the United States, USSF has the authority to sanction, on behalf of FIFA, Official Games and so-called "friendly games" that are played in the United States. Id. ¶¶ 29, 54, 70. Official Games are soccer matches that count towards the competing clubs’ official league or tournament records. Am. Compl. ¶ 96; Pl. Opp., Dkt. 77 at 3. By contrast, so-called friendly games are not part of a regular season league schedule or an official tournament; friendly games can be between foreign countries’ men's national teams, foreign professional men's soccer clubs, or foreign professional men's soccer clubs and U.S. professional men's soccer clubs. Am. Compl. ¶¶ 17-18, 96. Friendly games do not count towards a club's official record. Id. ¶ 96. Plaintiff has promoted numerous friendly games in the United States.² Id. ¶¶ 17-18, 102-103.

It is a violation of FIFA statutes for a soccer club to play in the United States without USSF's sanction. Id. ¶ 98. In addition to obtaining a sanction from USSF, third-party promoters, such as Plaintiff, seeking to organize an international match must also obtain approval from (i) each team's National Association(s); (ii) each team's regional confederation(s); (iii) the host's National Association; and (iv) FIFA. Boehning Decl., Dkt. 71, Ex. A, Arts. 71-73; Ex. B, Arts. 6-8. Any player who competes in an unsanctioned game risks being deemed ineligible to participate in FIFA-sanctioned competitions, including the FIFA World Cup. Am. Compl. ¶ 100.

The FIFA Policy

In August 2018, Plaintiff announced that it intended to host an Official Game in Miami between two La Liga teams, FC Barcelona and Girona FC. Am. Compl. ¶ 111. In response, FIFA's President, Gianni Infantino, expressed doubt whether FIFA would permit an Official Game to occur outside the teams’ home territory and stated that he "would prefer to see a great MLS game in the U.S. rather than La Liga being in the U.S." Id. ¶ 113. The Spanish National Association ("RFEF"), CONCACAF, and USSF "referred the issue to the FIFA Council" to address whether the game could occur in the United States, rather than in Spain. Id. ¶ 114. The FIFA Council, which is comprised of 37 individuals from various National Associations, has the authority to interpret the FIFA statutes adopted by the FIFA Congress and to adopt other rules and policies.³ Id. ¶ 36. In October 2018, the FIFA Council announced a "policy" that prohibits staging Official Games outside the participants’ home territory (the "FIFA Policy" or "Policy").⁴ Id. ¶¶ 37, 116-17. The FIFA Policy appeared in a press release and does not appear in FIFA's official statutes. Id. ¶ 117. Nevertheless, the Policy is consistent with several existing statutes and regulations, which provide that international matches may only take place with the "prior permission of FIFA, the confederations and/or the member associations," and that official matches may only be played in another association's territory "under exceptional circumstances." Boehning Decl. Dkt. 71, Ex. 1, Arts. 71, 73. Moreover, several FIFA statutes confirm that "FIFA may take the final decision on the authorisation [sic] of any international match or competition." Id. at Art. 71. In order to maintain their status in FIFA, all National Associations, leagues, clubs, and players must comply with FIFA directives; failure to do so may result in expulsion or discipline. Am. Compl. ¶¶ 34, 98. Following the announcement of the FIFA Policy, FC Barcelona withdrew its commitment to participate in the match in Miami that Plaintiff wanted to host. Id. ¶ 121.

In March 2019, Plaintiff submitted another sanctioning application to USSF, this time seeking approval to host an Official Game in Miami between two Ecuadorian clubs. Id. ¶¶ 123-25. Prior to submitting the application to USSF, Plaintiff obtained approval from Ecuador's regional confederation, the Ecuadorian National Association, and the participating teams’ league. Id. ¶ 125. In April 2019, USSF denied Plaintiff's application, explaining that sanctioning the match would violate the FIFA Policy that prohibits staging Official Games outside the league's home territory. Id. ¶¶ 128-30. USSF has similarly declined to sanction Official Games proposed by other promoters when doing so would violate the FIFA Policy. Id. ¶¶ 131-34.

Plaintiff alleges that USSF's denial of its sanctioning applications reflects an anticompetitive market division agreement with FIFA to limit the output of Official Games in the United States. See id. ¶¶ 160-78. Specifically, Plaintiff alleges an unlawful vertical agreement between FIFA and all of the National Associations, including USSF, to facilitate and enforce the market division agreement against all leagues and teams. Id. ¶¶ 6, 168. Plaintiff also alleges an unlawful horizontal agreement "between and among MLS and the other top-tier men's professional soccer leagues and teams," as well as their "respective FIFA-affiliated ‘National Associations,’ " to adhere to the FIFA Policy and to boycott leagues, clubs, and players that participate in unsanctioned games in the United States. Id. ¶¶ 4, 6, 167-68.

On July 20, 2020, this Court granted USSF's motion to dismiss Plaintiff's antitrust claim without prejudice and granted USSF's motion to compel to arbitration Plaintiff's tortious interference with business relationships claim against USSF. Dkt. 47. On September 14, 2020, Plaintiff filed an Amended Complaint, adding FIFA as a defendant and reasserting its antitrust claim against both USSF and FIFA. Dkt. 57. The Amended Complaint also reasserts the tort claim that was included in the original complaint.⁵ Am. Compl. ¶¶ 179-92.

USSF moves to dismiss Plaintiff's Amended Complaint for failure to state a claim and failure to join an indispensable party pursuant to Federal Rules of Civil Procedure 12(b)(6) and 12(b)(7). Dkt. 65. USSF also renews its prior argument that Plaintiff's claim is barred by the parties’ prior covenant not to sue. Id. FIFA moves to dismiss the Amended Complaint for lack of personal jurisdiction and failure to state a claim pursuant to Federal Rules of Civil Procedure 12(b)(2) and 12(b)(6). Dkt. 68. On June 15, 2021, the Court held oral argument on the motions to dismiss. See Tr., Dkt. 94.

DISCUSSION⁶

To survive a motion to dismiss for failure to state a claim upon which relief can be granted, "a complaint must contain sufficient factual matter, accepted as true, to ‘state a claim to relief that is plausible on its face.’ " Ashcroft v. Iqbal , 556 U.S. 662, 678, 129 S.Ct. 1937, 173 L.Ed.2d 868 (2009) (quoting Bell Atl. Corp. v. Twombly , 550 U.S. 544, 570, 127 S.Ct. 1955, 167 L.Ed.2d 929 (2007) ). On a motion to dismiss, the Court may consider any "written instrument attached to [the Complaint] as an exhibit or any statements or documents incorporated in it by reference" as well as materials "integral" to plaintiff's claims. Int'l...