Dan Lust - Hello everyone, my name is Dan Lust. I am a New York based attorney. I'm a Sports Law professor at New York Law School. Alongside me today is my podcast co-host on Conduct Detrimental Dan Wallach. Dan, why don't you give everybody a brief introduction to who you are and a little bit about your practice.

Dan Wallach - Sure, thank you, Dan. Besides being the co-host of Conduct Detrimental, a sports wagering and gaming attorney where I work with companies in the regulated sports gambling and gaming industry, I have my own law firm. Wallach Legal LLC. I'm based in Hallandale beach, Florida. I also teach Sports Wagering Law at University of New Hampshire School of Law and at the University of Miami School of Law and I do a lot of sports law commentary not only with Dan, but on Forbes. And I also occasionally contribute articles to The Athletic as a legal analyst.

Dan Lust - So why is everyone listening to us today? We kind of mentioned it. We are the co-hosts of the Conduct Detrimental podcast. We cover all things at the intersection of sports and law. Today we're gonna walk you through a very unique legal controversy pertaining to the St. Louis Rams. Now if you're sitting here and you're like what legal controversy related to the St. Louis Rams? The St. Louis Rams don't even exist anymore! Well, that's actually what we're gonna be talking about. Once upon a time The Greatest Show on Turf took place as they would call it. With Kurt Warner, with Marshall Faulk, with Isaac Bruce, with Torry Holt, with Mike Martz as the coach, that was this great NFL franchise called the St. Louis Rams. Now if you're wondering what happened to those Rams. Those Rams are now based in Los Angeles. So, this is a story about how the team relocated from St. Louis, the franchise relocated from the St. Louis Rams, they became the Los Angeles Rams, and the lawsuit, a nine figure, potentially 10 figure lawsuit that resulted from the violation or alleged violation of the NFL's relocation guideline.

So our presentation today, The Spirit of St. Louis. The Future of NFL Team Relocations. So we kind of set the stage. You got two lawyers, two professors. We're gonna break this down, it's a very complicated lawsuit moving in a number of different directions. We've got breach of contract principles, we have fraudulent misrepresentation principles, unjust enrichment principles. So we've tried to pack this into an hour, there's gonna be certainly some things that we can't get to, but if you sit back, we're gonna, we tried to hit as much things as we can, so Dan I will turn it over to you for a little bit of our course description of what we're gonna try to hit today.

Dan Wallach - Sure, thanks, Dan. Now relocating a professional sports franchise is not quite like relocating a family to another city. It's not as simple as selecting a new city, building a new stadium, and then changing the team's name. There's a lot more to it. So in this course we will analyze some of the major obstacles, legal obstacles, to relocating a professional sports team, specifically the St. Louis Rams, where a beloved NFL franchise moved from the Midwest to Los Angeles, and we will also examine the legal battle that ensued and the future ramifications and implications for sports teams looking to relocate. So in setting the stage, learning objectives for this CLE will be, number one we're gonna examine the background and evolution of the NFL's relocation policy. Number two, we're gonna break down the driving factors, integral issues and essential details of the St. Louis Rams' relocation lawsuit. And third, we're gonna consider the overarching implications for future sports franchises looking to relocate.

 

Dan Lust - So I guess, Dan, let me, before we get into the legalese, right? We're a sports law podcast, we gotta break it down for sports fans, and then at the end of the day you and I, we make a living based on our legal background. But let's set the scene a little bit, right? I grew up as a fan of the St. Louis Rams. That's what, I grew up watching them. But before that they weren't always the St. Louis Rams. So Dan, why don't you set the scene for us as far back as you wanna go, but I think it's important to the history of the Rams franchise. I think it tells a lot about the story.

Dan Wallach - Sure, for those who are older law students you might remember Vince Ferragamo and the 1979 lawsuit-

Dan Lust - What lawyers, Dan? This is for everybody. It's not just for lawyers.

Dan Wallach - Okay, the Los Angeles-

Dan Lust - How old are these law students? What are they, in their seventies? They're old law students.

Dan Wallach - Yeah, the Rams have a steeped historic tradition in Los Angeles going back to the 1950s, 1960s, 1970s, eighties and so forth, so for many years the Rams played in Los Angeles, but in the early 1990s Georgia Frontiere, who was then the owner of the Rams, was interested in leaving Los Angeles and moving to St. Louis. Back in 1995 the Rams moved from LA to St. Louis and they played their games for 20 years. From '95 to 2015 the Rams played at The Dome in St. Louis, Missouri. Nicknamed The Greatest Show on Turf, the St. Louis Rams' record breaking offense won the 1999 Super Bowl championship and a few years later the Rams began struggling. They failed to qualify for the playoffs for 11 straight seasons, but despite that there was still considerable fan support. They had seating attendance, or attendance in the building, of 80% or more for 19 out of the 20 years they played within St. Louis, so there was considerable fan support. And then in 2016, and we're gonna set the stage for the story, the Rams' owner Stanley Kroenke filed for relocation to Los Angeles. We're gonna go through the procedural and legal steps attended to an NFL team relocation.

Dan Lust - So again, I appreciate that background. I think that's important.

So before we get, we'll jump ahead a little bit. Why is this a legal dispute? There ends up, as I mentioned at the outset, being a very large lawsuit that is filed as a result of this. Very big lawsuit. It was almost maybe the biggest trial in sports law history, a little bit of a spoiler alert. We're gonna unpack it, but to understand how big this lawsuit was, and why it got NFL owners so concerned, you need to really understand really the background issues at play. Dan, you did a fantastic job laying out the scene of the St. Louis Rams, how they came to be and how they ended up moving to Los Angeles.

But I think what's important is really the background of the NFL's relocation policy, really where they stood on the other side of the aisle. As they say in our litigation world, on the other side of the V, what was going through their head? So I think the background's important here. You had three teams that actually moved right around the same period of time. You had the Los Angeles Rams get created, obviously they came from St. Louis. You had the San Diego Chargers become the Los Angeles Chargers. And you had the Oakland Raiders become the Las Vegas Raiders. So three teams actually moved right at the same time, right within a year or two of one another. And we're not here talking about the Oakland Raiders lawsuit, which there was one. We're not here talking about the San Diego Chargers lawsuit which there is not one yet. I don't know if we can necessarily close the book on that.

But we are gonna spend a little bit of time, it's probably maybe for a separate episode, but there was some litigation that resulted from the Oakland Raiders relocation. The city of Oakland hired their own lawyer. Was actually a guest that we had on our podcast, Jim Quinn, which if you wanna go into our archives we spent a lot of time with that. But that's in play here what was going on there. I think the NFL felt confident about how they were handling that Raiders lawsuit, so they kind of went in with some additional, maybe unfounded confidence when it came to dealing with St. Louis, but that's certainly a play. Now I think the part that we need to pay attention to, which as a sports fan I think is very relevant.

The other teams relocating really in the early 90s and late 90s. So what you really had, at least two teams in particular that I think we should spend some time talking about, the Cleveland Browns. Very famous franchise, Dan, on our last Quimbee episode which people should check out we spent a lot of time talking about the Cleveland Indians changing their names to the Cleveland Guardians. Well what happened was when the Cleveland Browns changed their name they actually just didn't change their name, they actually moved to Baltimore to become the Baltimore Ravens. So that was a sore spot. And what happened was, I'm sure the city of Cleveland was a little upset they don't have a team, so Dan what happened?

New franchise created! The Cleveland Browns, it's a new team. So basically the Cleveland Browns left and then they ended up becoming to Cleveland Browns, so maybe the city of Cleveland was a little upset, but they ended up getting a football team back. And then Dan, what happened over in Houston? The Houston Oilers, very famous franchise, they leave and they become the Tennessee Titans. And wouldn't you know, new expansion franchise gets created. So the city of Houston's upset, but they get, Houston Texans ends up replacing the Houston Oilers.

So in those two instances a team leaves a major city in the United States. But it's replaced with an expansion franchise. So that's the backdrop here. After the Houston Texans were created as the NFL's 32nd franchise. There is no talk of expansion happening anytime soon. So I think that the main point, at least that I wanted, to create a backdrop. And this is really part and parcel to the Oakland Raiders lawsuit which we're gonna get into, is the allegation that the NFL is depressing the amount of expansion teams to kind of help create, I don't know, more demand, more relocation revenue that comes in because they're kind of compressing the amount of teams.

I think there was an expert, Dan, in the Raiders case that said you can have upwards of 40 teams in the NFL, maybe even more. And you would still have just as much money coming in from contracts, you wouldn't dilute the product. But that's the allegation here that the NFL is basically, I think Dan the term they used in the Raiders case, correct me if I'm wrong, was it a cartel? Is that what they said?

Dan Wallach - Yeah, it was a cartel. Relocation extortion compressed the supply of the product. And it would make host cities a little bit nervous that if they don't cave in to stadium upgrades or new stadiums, that they're gonna lose their football team to another city. You don't have that kind of concern when there's 40 or 50 franchises because then every market would have a football team. Here with only 32 NFL teams there are always some cities on the outside looking in that that would be looking to lure or track an NFL franchise and that's exactly what happened with Los Angeles for 20 years. After the Rams left LA for St. Louis the city of Los Angeles was without an NFL team and they've been trying to get back in for nearly a quarter of a century.

Dan Lust - So that's this table that we're set at. So just understand that the relocation guidelines were amended because of a fear that teams would continue to move. So that's all in play here. We're gonna talk about whether the relocation guidelines are guidelines or a contract, it's certainly in play here. But let's go through this, Dan.

I'll hit this cause I know we're gonna hit it more absolute later on, but here are the general chapters that we're gonna talk about. The first tier stadium lease provision. That was a provision that St. Louis and the ownership of the Rams, Stan Kroenke which we'll talk about, had kind of an unholy alliance that hey, we'll keep the team in the city of St. Louis as long as the stadium remains this top tier stadium. So we'll talk about that, but that's certainly important to the history. Maybe it's set the stage for the team to eventually leave and how is the stadium gonna continue to be in this first tier with all these new stadium upgrades being done across the NFL landscape. So we're gonna talk about in 2012 an arbitration ruling which essentially said that St. Louis was not abiding by this first tier stadium lease provision. And then what we're gonna get into is that this arbitration ruling led to a year by year lease provision.

So it was an unholy Alliance, it wasn't meant to be, it was kind of untenable to go year by year and that's, at a certain point Stan Kroenke and the Rams team decided to pull the plug. So we have a number of fun quotes that we've pulled for you just to try to pack this billion dollar lawsuit into an hour, but a number of allegedly false representations that the city of St. Louis claims that the Rams made. The eventual approval by the NFL for the team to move to Los Angeles. And ultimately why we're here talking about this today, St. Louis filing this mega lawsuit in state court.

So just briefly, again we're gonna spend a lot of time talking about this with the state law claims. Unpack really its breach of contract. Its unjust enrichment. Its fraud. Its tortious interference. And then the damages theories separate and aside from the liability phase. Disgorgement of a relocation fee, 550 million. Disgorgement of increased team value from the relocation. It's in the billions, right? Out of pocket expenditures from alliance of promises, 20 million. Punitive damages, obviously several more on top of that. We have the complaint here, we're gonna talk about the high levels.

But that's really it. We're gonna talk about conditions, cause of actions. So we've unpacked a decent roadmap here. So sit back, relax. But yeah, at least this is how we're gonna set this up. So Dan, let me turn it over to you to talk a little bit about the finer points of the relocation criteria that kind of set the stage for the actual legal battle here.

Dan Wallach - Yeah, thank you, Dan. So the NFL relocation criteria were sort of the result of negotiations between the National Football League and the United States Conference of Mayors which are basically the mayors from all the large cities throughout the United States. Many of these cities have NFL football teams and they were concerned when there were all these state of relocations in the early to mid-1990s that they wanted a little bit more security and new guidelines that would better protect the home market.

So, the National Football League had these negotiations with the joint conference, or the United States Conference of Mayors, and it resulted in an agreement called the Joint Statement of Principles. And within this agreement, the NFL relocation criteria, or at least the amended criteria, first appeared. I mean there were original guidelines back in the 1980s that resulted from an antitrust ruling involving the Oakland Raiders, but those guidelines were not as protective of the host city as these cities were hopeful of having, so they redid the guidelines after all these relocations leading to the amended relocation criteria that were promulgated by commissioner Roger Goodell in 1999 which mirrored the agreement of the Joint Statement of Principles negotiated between the league and the US Conference of Mayors.

So let me go through these relocation criteria. There are roughly eight or nine of them. The vast majority are criteria which focused on fan loyalty, local support, local interest. They are designed to take into account local conditions in support of the home market, so let me go through these. The first criteria would be the extent to which the club has satisfied its principle obligation of serving the fans in its current community to the extent to which fan loyalty to and support for the club has been demonstrated in the current community. Number three, the willingness of the stadium authority or community to replace a deficient current stadium. Number four, the extent to which the club has received direct or indirect public support for its current facility. Number five, and this is an important one, the degree to which the club has engaged in good faith negotiations with the stadium authority and others concerning terms and conditions under which the club would remain in its current home territory. Now the issue of good faith is gonna be replete throughout the St. Louis Ram's relocation lawsuit because the city and the other regional plaintiffs are claiming that the NFL and the St. Louis Rams demonstrated bad faith and didn't adhere to these relocation criteria.

So, the other important criteria are six, the extent to which the owners and managers of the club have themselves contributed to the circumstances that might demonstrate a need for relocation, so it's almost like a form of contributory or comparative negligence that if the local owners, for the reason for the decline in the franchise, that should be a factor which militates against relocation. And overlaying all of this is an admonition from the NFL, it's included within the relocation policy, it says that no club has an entitlement to relocate simply because it perceives an opportunity for enhanced club revenues in another location. Meaning that just because the grass is greener somewhere else, or you can make more TV revenues and have more attendance, that isn't in and of itself a reason to relocate. It has to be lack of support and lack of contribution on the local host market side that would even begin to justify a relocation.

So those are the criteria that are also required procedures that the club looking to relocate has to satisfy. Number one, it has to publish its intent to relocate in a local newspaper. Okay, two, the club has to serve a notice of intent to relocate on local, governmental, and business authorities. Number three, there need to be public hearings for local interested parties, and under the relocation guidelines the host or current incumbent market is deemed to be an interested party under the relocation guidelines. Number four, the club looking to relocate has to publish a written statement of reasons justifying its decision to relocate in which they demonstrate that they've satisfied each and every one of the NFL relocation criteria that I just talked about including, most importantly, the good faith obligation of negotiating with the local market. And then finally, approval from 75% of the NFL owners is mandatory. No relocation can occur unless three quarters of the other NFL owners approve the relocation. So those are required procedural steps. Those are the relocation criteria. Now we're gonna get into the story of how the St. Louis Rams acted and attempted to comply with these criteria.

Dan Lust - Okay, so Dan you certainly set it up, but we're very clear, right? What you just read are required procedural steps. You just read the NFL relocation criteria. So that's kind of what, at least on paper, there's a reasonable reading that the NFL had to do. So you have to act in good faith. I think that's a fair assessment of really anything, any type of deal you're making, right? You always have some sort of an obligation to act in good faith. What we have here, what we've identified, these are things that our listeners in St. Louis when we did the podcast pointed out to us early and often, there was a claimed history of misdirection by Rams ownership that occurred over the course of years. So what we've done is we flagged a number of these, and Dan, I think I'm gonna give you the part of Stan Kroenke, owner of the team. I think I'll take Kevin Demoff, the Rams' Chief Operating Officer, so Dan, let's start. I'm gonna set the stage here. If there's a quote here maybe I'll give you the honors if you're so inclined. On April 21st of 2010, Rams owner Stan Kroenke stated, oh Dan, got a quote for you. I'm gonna give you the rest of this one. Go ahead.

Dan Wallach - Okay. You know, the overarching point is that the Rams ownership group I think lulled the city of St. Louis into a-

Dan Lust - Well Dan, don't give it away! Don't give it away, Dan! We've gotta let the audience make their decisions here.

Dan Wallach - All right, so. Okay, between 2010, 2015, there were statements made throughout this five year period by Rams ownership, including majority owner Stan Kroenke as well as by Chief Operating Officer Kevin Demoff, to assuage the local community's concerns that the Rams would move. So the first statement goes back to April, 2010. Six years before they've actually made the decision to relocate and Stan Kroenke told the local media in an interview that "I'm gonna attempt to do "everything I can to keep the Rams in St. Louis. "I've always stepped up for pro football in St. Louis "and I'm stepping up one more time. "I'm born and raised in Missouri. "People in our state know me. "People know I can be trusted. "People know I'm an honorable guy."

Dan Lust - I don't know where that accent came from, Dan. That was fantastic. That was a fantastic-

Dan Wallach - That was Stan Kroenke!

Dan Lust - Did we just put the audio in? That wasn't even you!

Dan Wallach - He's sitting right next to me. He was happy to help contribute to legal education, so that was actually Stanley Kroenke speaking.

Dan Lust - So that was fantastic. We'll get through the rest of these and then you'll see where we're going with this, but in 2011 Kevin Demoff, Rams' Chief Operating Officer and Executive Vice President of Football Operations said. "Our entire focus is on building "a winner in and for St. Louis. "The lease issue isn't what we are focused on. "We are proud of our commitment to St. Louis "and passionate about building a winner right there." Then we fast forward. 2012, do you like my Kevin Demoff accent? How was that?

Dan Wallach - I thought that was Kevin Demoff. I'm a little shocked that you're telling me you impersonated Kevin Demoff. It's just brilliant, brilliant. Great job, Daniel. So now that everyone knows who's speaking it's very important because there's a litany of quotes here from both Demoff, Goodell, and then of course Kroenke which really sets the stage for why the city of St. Louis felt that they were abused and taken advantage of.

Dan Lust - Okay, so I'm gonna spare everybody the accents. I'm just gonna try to get through these quick, but you'll sense a pattern. So Dan read a quote from Kroenke in 2010, 2011 is Demoff. We have another 2012 quote from Mr. Demoff. Mr. Demoff stated in an interview posted on the Rams official website that Mr. Kroenke quote "has been emphatic on this point. "He didn't lead the charge to bring the Rams "back to St. Louis to lead the charge out of St. Louis. "Our goal is to build a winner in St. Louis. "Not only in 2012, but in 2022..." Which just happened which obviously was not true because they're not in there. "2032 and beyond. "The city deserves better NFL football "And that is why we are focused on every day." So later that year at a news conference Mr. Demoff states quote, "Our goal is to build a winning "organization on and off the field in St. Louis. "And that continues to be the goal "for the next three, 10, 20 years. "Believe me, nobody would be happier than me to announce "a long term agreement to keep the team in St. Louis. "We want this team to be successful and win "for our fan base that has been loyal to us for so long, "including some terrible stretches of football. "We wanna build a winner in St. Louis "for our great fans who have stuck with us "through and through, tough times, you have my pledge..." Blah blah blah blah blah blah.

Okay. And again, before the 2012 season, Demoff. "There's a lot of noise about "a stadium situation, but it's just noise. "Our focus is improving the football team and bringing "our long suffering fans that joy you deserve. "I can't even fathom letting down our local fan base." It continues. 2012, Demoff. "I think the one thing that is important for fans to know "is that if the arbitration does not solve the issue, "it's not all gloom and doom from that point. "We still two years left." Okay, then we have to sit down and figure things out. Okay, okay.

June of 2012. Dan, is it possible this continues to later years? Yes it does, 2014. At a season ticket holder event after Mr. Kroenke's purchase of a site in Inglewood, California. That's, obviously we're foreshadowing a little bit about eventually where the team would move. Mr. Demoff stated that the California land was quote "not a piece of land that's "any good for a football stadium." Hard stop. "The size and the shape aren't good for a football stadium." Interesting. Interesting quote. He did not discuss any future land acquisitions or plans for the property. Interesting, interesting.

At a 2014 fan forum Mr. Demoff again stated that there was "A one in a million chance the Rams move." I like those odds, Dan. I'll bet a buck on a one to a million odd that the Rams chance would move. Hindsight's 2020, that would've cashed pretty big. I know you're a sports betting guy Dan, so hopefully you appreciate that. Now my last one for you, Dan, then I'll turn it over. In February 11th of 2014, Mr. Demoff stated that the land purchased in Los Angeles was in the normal course of Stan Kroenke's real estate business and said "I promise you Dan is looking at lots of pieces "of land around the world right now "and none of them are for football stadiums."

So I think what we didn't address, Dan, Kroenke obviously made his billions not from the football business, from the real estate business. Certainly possible that that statement was true and then certainly possible that got people off the scent. But as fate would have it, Dan, one in a million that the Rams would move. Shocker that that happened. So Dan, we label these misdirection by Rams ownership, so I'll turn it over to you. Where does the NFL fall in all this? Because we have comments from Kroenke, we have comments from Kevin Demoff, both are Rams employees. Where does the commish weigh in on all of this?

Dan Wallach - Well the National Football League wasn't silent either. Commissioner Roger Goodell also made a series of public statements, and when he spoke with the local press he said that "Stanley Kroenke had kept us informed of this "land acquisition in 2013 in Englewood," and that we're aware of it, but added that "there are no plans, to my knowledge, "of a stadium development." Okay. Mr. Goodell also acknowledged that "The fans had supported the team in St. Louis" and that the league should do whatever was necessary to make the team successful in St. Louis. He added that "I think instead of overreacting, "we should make sure that we do what's necessary "to continue to support the team locally "as the fans have done in St. Louis, and to make sure "we can do whatever we can to make sure the team "is successful in the St. Louis market."

Dan Lust - So Dan, let me give it to you, I mean we're gonna get into the complaint momentarily. But you know, we've talked about those comments from St. Louis, from Kroenke, from Demoff, now Roger Goodell. There's a fun buzzword in my contract class. I remember as a young law student I was very fascinated by contracts. I was a budding once upon a time aspiring sports agent. And I really thought this term detrimental reliance really stuck to me in law school classes. Certainly we see it in play here. We have statements that are made by the NFL, by Rams employees. What is the detrimental reliance here by our St. Louis plaintiffs?

Dan Wallach - Okay, so you just heard all of those quotes from Kroenke, Demoff, and Goodell. St. Louis authorities took that to heart as something that they could rely on. Okay, the team wants to stay in St. Louis. They want us to come up with a workable stadium plan. So what did the St. Louis authorities do? Well in reliance on those statements, they hired professionals entered into contracts to develop, finance, and construct a new stadium complex. They began land assembly on a new stadium complex development including entering into option contracts concerning land-

Dan Lust - Not cheap, there was probably some money involved with that as well.

Dan Wallach - Yeah, millions. I'll get into sort of quantifying that, but they entered into an agreement with an architectural firm to do the design work. They entered into litigation to sort of clarify the stadium authority's authority to enter into a financing plan and hired all these professionals. They spent roughly $17 million to develop a stadium plan in reliance on the Rams and the NFL's assurances. They created a task force! A stadium task force that would be dedicated towards identifying, developing a new stadium plan to present to the St. Louis Rams. They spent close to $20 million over a several year period in reliance on those representations by Kroenke, Demoff from the Rams and by NFL Commissioner Roger Goodell. So you can imagine how the city and the region felt when the rug was pulled out from under them and in 2015 the Rams announced that they're going to move to Los Angeles. And when you have these kinds of situations unfolding with disappointed expectations, aggrieve people, you know what that leads to? Dan?

Dan Lust - Lawsuit!

Dan Wallach - Litigation. There will be lawyers.

Dan Lust - Oh my god, Dan, if I had a buzzer right now that would just go off and the confetti would fly from the ceiling, that would be great. Maybe our fine folks at Quimbee can animate that. That would be exciting. Well Dan, so we hit it at the top. We got breach of contract, we have unjust enrichment, we have fraudulent misrepresentations, and if we have time for it we'll talk about tortious interference. But Dan, let me give it over to you just at a very high level 'cause we gotta unpack it, but why don't you walk us through the finer points of count one, the breach of contract.

Dan Wallach - Okay, sure. So there isn't a written agreement in place between the Rams and the St. Louis municipal authorities. What the St. Louis municipal authorities are asserting here is that the NFL's relocation policy in and of itself is a contract that binds the member clubs to the league, and that the host cities like New York, Nashville, St. Louis, Dallas, Houston, those post markets are third party beneficiaries to the contract because the relocation guidelines were enacted to protect not only the NFL and to member teams, but also to protect incumbent home markets. So St. Louis is asserting that they're a third party beneficiary of the contract between the NFL and its member teams that are enshrined in the NFL relocation policy. That's count one, and we'll get into the damage claim shortly.

Count two is a claim for unjust enrichment which is a quasi-contractual theory, it's not based on a written contract, but it's almost like a contract implied in fact and in law and under the unjust enrichment theory. The St. Louis authorities are arguing that Stan Kroenke and the National Football League engaged in wrongful conduct which unjustly enriched them to the tune of a $550 million NFL relocation fee. And in the case of the Rams ownership group, they went from the 23rd largest television market to the number two television market. And that relocation in fact raised or increased the value of their franchise by several billion dollars. And in count two the St. Louis authorities want to disgorge the Los Angeles Rams, Kroenke, and the NFL of their ill-gotten gains which in compensatory damages alone could collectively be roughly around $3 billion just on compensatory damage without even considering the addition of punitive damages on the tort claim. And of course count three, fraudulent misrepresentation and we read through all-

Dan Lust - Yeah, I was gonna say, if you're wondering where those came from, sometimes we say we do the research for you, but here, all of those kind of fun levels of dialogue, that was actually directly in the complaint. So we've provided that for you if you do want to just view those without our fun commentary on it. That's count three. And count four, just to hit it very quickly, tortious interference, right? Dan, I think the easiest way to sum it up, we're not gonna spend too much time on it, but it's that the NFL and the ownership interfere with the plaintiff's reasonable business expectations by ultimately approving the relocation petition. Is that fair?

Dan Wallach - Yeah yeah, but the fraudulent misrepresentation claim which is count three are all the statements that were made by Kroenke and Demoff and Goodell to which the St. Louis authorities reasonably relied upon and they're seeking their damages for being fraudulently induced to spend all this money in reliance on these assertions made by the Rams and the NFL.

Dan Lust - So I think that sets the stage. We've talked about the four real counts within this complaint that we're looking at. It's a lot, right? And if you're sitting here we're probably about right at the halfway point of our ceiling. It's a lot, right? Just imagine for a moment, right? You are sitting, you're an NFL executive and you're sitting at NFL HQ and you get hit with this type of complaint from a team, from a city, right? So everyone's gotta be a little bit concerned here. Now we as practitioners, we're here to teach. We're not just here to tell you the story. We've identified I think four issues to really unpack what went through the NFL GC's mind. St. Louis' GC, their general council, what they're thinking about here. So Dan, obviously this is filed in state court. Not necessarily gonna be something that remains in state court. But I think when you have an NFL or sports-based dispute the term arbitration comes up a lot. So Dan, let me kick it to you for issue number one. You wanna fill everybody in on what the first issue that you'd be concerned about if you were the NFL, if you were trying to figure out how to defend this?

Dan Wallach - Sure. Before we even ever get to the merits of the lawsuit and go towards a trial, the first level of defense that the National Football League invariably invokes is their argument that this doesn't belong in a public forum in a judicial proceeding. It should be referred to private arbitration and what the National Football League, Stan Kroenke, and the Rams franchise relied upon was arbitration language in the original lease. Between the city of St. Louis and the Rams franchise which required that any disputes arising out of the lease would be arbitrable and decided in an arbitration forum as opposed to a judicial proceeding. The St. Louis trial court did not see it that way.

In a 2017 decision, St. Louis city court judge Philip McGraw denied the Rams and NFL's motion to compel arbitration and that decision was affirmed by the Missouri Court of Appeals and the reasoning of those rulings was that the St. Louis authorities were not bringing a lawsuit under the lease. Because after all, the lease had expired and as a result of this arbitration decision from 2012 over a dispute with stadium upgrades, St. Louis chose not to fund those upgrades and as a consequence the lease went year to year which triggered the Rams franchise's option or decision to try to relocate.

So the lease was no longer in play and Judge McGraw reasoned that because the lease was no longer operative, and that this lawsuit focused squarely on the NFL relocation guidelines, which didn't have an arbitration provision in it, that because the focus of the lawsuit was on the guidelines and not the least provision, that there was no right to arbitration. So the NFL and Kroenke lost that battle right from the get-go, but they tried to take that all the way to the United States Supreme Court and ultimately were unsuccessful, so the Rams and the National Football League then had to turn to litigating the case in a St. Louis trial court and then they would begin raising all their other merits-based defenses attacking the individual accounts.

Dan Lust - Okay, so that'll take us to issue two and one that I think is probably an easy one for people to understand. The NFL relocation policy, you've heard it as guidelines. You speak to anybody in St. Louis they'd probably call it the NFL's relocation contract. That doesn't necessarily mean it's a contract, but the question is what makes something a contract? So the NFL argue that this was kind of a self-imposed policy, that it wasn't a policy, some type of firm agreement between the NFL and a city or between a team. It just was rough guidelines that didn't really create on anybody a private cause of action. That was their argument. Not necessarily sure it was a good one, but that was the premise they went on for a number of years.

So the question is when you're trying to decipher if this thing is a contract or if they're just advisory guidelines, you'd look very closely at some type of, sometimes, right Dan? You read it earlier. Those required aspects of the relocation policy. You're requiring someone to do something, right? If you're gonna say something is required, you must do X, you must do Y. Well it looks a little bit closer to contract language, right? Instead of you may or you could, you maybe should, best practices. So St. Louis always argued this was a contract. And maybe to the NFL's surprise the St. Louis trial court also said it's a contract. So they denied the motion to dismiss. They denied summary judgment.

That was really I think when the, if we're just taking a step back for a second, when the sports world, and maybe even the legal world too, realized that this was not your typical case. That there was some teeth to this because, I guess let's take a step back, Dan your background is as an appellate lawyer, I do a lot of work in litigation, civil litigation specifically. So 99.99% of cases are gonna settle before trial. That's just the nature of the beast. Sometimes they'll settle pre-suit. Sometimes they'll settle right before depositions, after depositions, sometimes they'll settle right before summary judgment. But if they don't settle at that point, and you lose on summary judgment, you know what happens? Either the case is going to trial, or it's gonna settle on the courthouse steps. Those are really your only two alternatives here. So when the NFL lost their motion to dismiss, this case, it was no longer in the NFL's control. The judge was determining that this is a case that's, it's on my trial calendar, right? January 10th I think was the date. So at this point this decision came out denying summary judgment in the fall of 2021. They have an early trial date in 2022, so that's it, right? You're off to the races.

So we had mentioned briefly about this Oakland Raiders case that was dismissed. It's a case that I don't really think the NFL was worried about it at a certain point, but now you have a case, maybe you're not concerned about the Raiders case over in California, but you have to be concerned about the St. Louis case with the trial date set. So that's when they started having some infighting amongst the owners which we'll get into, but that's this concept of a contract. And Dan, you mentioned it a couple times, this third party beneficiary concept that maybe St. Louis wasn't a signatory to the contract, maybe they weren't represented in the contract, but certainly we talked about it, 1990 relocation guidelines were rewritten to protect those home markets. And St. Louis was a home market, so I think there was some expectation that they would be protected. That's I think the finer points of issue number two. So Dan, I'll hand it over to you to talk about this concept of third party beneficiaries a little bit closer.

Dan Wallach - Sure. Look, the easy part of the finding was that there was a contractual relationship between the NFL and the member clubs. There's no question that there's a contract between the teams and the league. Their obligatory words used throughout the relocation policy. No doubt about it. The real meat of the case, however, focused on whether non-signatories or non-parties to that relocation agreement could enforce it and that raises the issue of standing. Who can enforce the NFL's relocation guidelines? We know that the league can enforce it. The teams can enforce it. After all, that governs their relationship under the NFL Constitution.

The more important issue from a local market perspective is whether host cities can enforce the NFL relocation policy under the principle of third party beneficiary. And that's sort of a subset of contract law. Just as with tort law, contract law is governed under state common law and we would look to Missouri law to determine what it takes to become a recognizable third party beneficiary to a contract and the Missouri Supreme Court has made clear in a number of decisions that in order for a third party beneficiary to have rights, even though they're not named in the contract, the terms of the contract must express direct and clearly an intent to benefit an identifiable person or class.

So the bottom line is does the NFL relocation policy events an intent to benefit local cities. And when you look through the language of the policy, as well as the joint statement of principle, I think it becomes apparent for whose benefit the guidelines were enacted. They were certainly enacted for the benefit of the leagues, the teams, but throughout the policy there are references to the home market, the local market, fan interest, local interest, and just taking a step back when you look at the Joint Statement of Principles which was the original document that was negotiated between the US Conference of Mayors, the National Football League which created the amended guidelines, this represented something akin to a contract negotiation between cities and the National Football League in which the cities had a part in creating these amended guidelines, almost all of which reflect some desire to protect the local or home market.

So with that as a backdrop, the St. Louis trial court judge Philip McGraw recognized that whole markets such as St. Louis were intended beneficiaries of the National Football League amended relocation guidelines, and for that reason Judge McGraw denied the National Football League's motion to dismiss that count. And he continued to adhere to that earlier decision in denying the NFL's motion for summary judgment in September of 2021. He made a specific factual finding, a legal finding, that St. Louis was a third party beneficiary of the NFL's relocation guidelines. And then just for the cherry on top, this didn't come up in the lawsuit and it certainly didn't come up in trial because the case settled, but when the Rams filed their written statement of reasons demonstrating their satisfaction of the amended relocation criteria, they relied on the Joint Statement of Principles and made reference to it in several provisions. So this is an NFL team that's pointing to an agreement between the National Football League and the US Conference of Mayors. I think it seems pretty crystal clear, at least in the St. Louis case, why the St. Louis plaintiffs had a bonafide third party beneficiary status and that's precisely what the court found. So when the city got over that hump and avoided dismissal by virtue of the court declaring them to be third party beneficiaries, it changed the tenor of the whole lawsuit and it infused the St. Louis plaintiffs with a significant amount of momentum going forward to trial.

Dan Lust - So that'll take us to our fourth and final issue. We spent the first three issues really talking about liability, right? Who's right, who's wrong, right? Sometimes at a trial with a lot of different defendants you'll divide up to pie of liability, right? We're not really talking about this for our fourth issue. Our fourth issue is about money, right? It's about how big that pie actually is. So our fourth issue is what damages can be recovered by abandoned cities. So the question is can the relocation fee be disgorged? We talked about that number in the 550 million. Can the increased team value be disgorged, right? I think the number was two billion, right? It's a lot of money moving a team from St. Louis to a major media market like Los Angeles. So the St. Louis trial court, again, says the disgorgement can be appropriate, right? And they said the punitive damages can be considered here because of this element of fraud. So you know, that's, I think the NFL wasn't really expecting to lose on all of these fronts, but time and time again, and we're setting the picture here a little bit, the NFL kept losing. Which the NFL doesn't really do. They don't really lose these big arguments, they don't have these big cases playing out, but continue to lose these.

As we move on, right? I think the other one we should talk about, like lost tax revenue, bond obligations, right? The amount of money that was lost by local businesses, The trial court said let it play, right? We're gonna see what happens at trial. But none of those things were taken off the table. So, you know, I guess some other procedural issues we wanted to hit before we set the stage, right? So I don't know, here's an interesting one, right? This case, which I don't know if we mentioned here, this case was being set up for trial, right? Talk about Judge McGraw. In St. Louis, right? Not in an adjacent county. In the actual city where this occurred. So you're going through voir dire, right, and you're trying to ask your jurors, right, were you a fan of the St. Louis Rams? Yes, I was. Okay, you're out. Yes, I was also a fan of the Rams. You're out, right? So there was a real question as to whether or not you could try this in the court of St. Louis. Just switching aside from our sports references, right? You wanna talk about what a fair venue is for trial, right? The Boston bombing marathon cases, right? There was a question whether those cases should be tried in Boston. Surely that venue has the closest tie to anything in this whole entire country. Well maybe that's not fair. And same context with the Kobe Bryant wrongful death case with the helicopter crash. Certainly Los Angeles probably has the closest tie-in to that particular case, but everyone in the city of Los Angeles is gonna be a fan of Kobe Bryant. Is gonna want justice for Kobe Bryant.

At a certain point, Dan, you know, and you I on our podcast when we were talking about those particular cases, we were saying well for those cases, right? Maybe you have to try the case on the moon or on Mars, right? Because that's the only place you're gonna get a fair venue. But for this case, I think if you tried the case anywhere outside the state of Missouri you're probably gonna get a more fair trial, but that was not the decision here. The decision here was to let this roll and let this continue in St. Louis county which I don't know if that was that fair, but that wasn't our decision. That was a decision made by the judge. So there was a question about changing the venue of the trial. There's adverse pre-trial publicity. I think those are kind of part and parcel. Those are important. he other issue, we'll see if we have time to talk about it today, but it was a question of who pays the NFL's damages. So we have this interesting concept of an indemnification agreement that Stan Kroenke, the owner of the Rams, was required to sign as part of this relocation principle. The NFL said hey, we're approving this relocation, but you're gonna have to sign this indemnification agreement.

So there was an interesting language about cost. And the question what does cost cover? Does cost cover legal spend, or does cost cover something else? So there was a conversation that was percolating in the fall of 2021 as to hey, if we get hit for a $2 billion judgment in this case, I'm gonna, we'll put a round number on this. Let's say a $32 billion judgment, it's never gonna be that high. But does every team, do all of the particular teams have to cover 1/32 of that judgment? That was a conversation that was out that Stan Kroenke, at least according to reports, wasn't willing to necessarily die on the hill on. It wasn't necessarily agreeing to pay legal spend. There was certainly a conversation there. So those were the two other topics we wanted to make sure we hit that were certainly out there. Should the trial be moved? And do other owners actually have to pay for this because they were in theory involved with this relocation approval. So Dan, where we're at in the full of 2021, we're not going forward to trial.

Dan Wallach - I'd like to add a little bit of a lessons learned about this indemnification agreement because many of the students in our audience may work for firms that one day they're gonna be asked to draft indemnification language and almost invariably you want to include, you want it as broadly drafted as possible. If you're the one seeking indemnification typically you would add language such as damages, cost, expenses including but not limited to damages, judgments, the whole thing. What the NFL did here was they hastily drafted an indemnification agreement because initially the vote had gone against relocation. There was a preliminary vote and there was some hand-wringing and arm twisting to get a reversal internally of that vote and one of the conditions was to secure, at least to protect some of the other owners that they wouldn't be on the hook for the damages that Stanley Kroenke would be ultimately responsible for the tab. But whoever drafted this indemnification clause on the back of the envelope, so to speak, used very narrow language of costs and litigation expenses and that raises the issue over ultimately who's going to pay the NFL's damages. Will it be Kroenke or now will it become a joint and several liability of all 32 NFL teams? Which was a major impediment to a potential settlement because they couldn't even agree among themselves as to who would ultimately have to pay the tab.

Dan Lust - I think, I mean we can pause here for a minute because I think we gotta set the stage appropriately. We at this point, obviously spoiler alert, the case ends ups settling, but this is why, and Dan and I, we should mention it, a shameless plug for our show. So this was a topic that was really being underserved by the national media for whatever reason. Kind of speculate as to what was happening, but keep in mind what's going on here, right? 32 member clubs are being sued. The owners in some senses are being asked for their personal finances during the course of discovery. So there's a lot of skin in this game, so to speak. So the ESPNs of the world, right? They have relationships, they have contracts with the NFL. They're not really sure they want to cover it. Basically every media entity out there is unsure if they want to cover this case. The NFL Network, go down the line, because every owner is essentially on the hook. So at this point, right?

 

Again, we're setting this up. We don't know if the owners' costs are gonna be covered, we don't know if Stan Kroenke's gonna foot the 10 million bill, people are doing research into Stan Kroenke's wife and realizing she's part of the Walmart family. Could he cover a judgment? Is he gonna have to sell his other sports entities? The guy's got a lot of properties, but maybe he's not so liquid, right? Maybe you could have a net, you punch someone's net worth into the Google machine. Maybe they're worth $20 billion, but maybe those assets aren't liquid. Maybe that requires you to sell the team. So we are having all these conversations, I think really interesting ones. Dan, you and I on our show Conduct Detrimental, we're bringing in a local St. Louis sports radio host to kind of talk about this and how this was being felt. Again, not to pat ourselves on the back, but you know, pat pat pat, we started talking about it. And then I think everyone started feeling comfortable that this was a case that really had teeth because us as the lawyers, we were saying, we're looking at this. This is not going away absent some very very large settlement, maybe a number with a B. With a B, not just a number with a M. So Dan, I'm gonna turn it over to you. Okay? We're talking about this, we're getting set up. You have maybe some personal plans to fly over to St. Louis to cover the trial day by day. And then what happens? We get the news. The case is settled. $790 million. The lawyers are gonna take their cut. So, you know, the wind gets taken out of the sails, so to speak, but Dan, I know you're on your soapbox. Let's dust that off. I want you to get back on it. And I want you to talk about the impact of this settlement.

Dan Wallach - Well there's always the issue of who won, who lost, and what's important to remember here is that the St. Louis plaintiffs were able to survive every gauntlet. They got past a motion for summary judgment which in the civil litigation system is a significant threshold to cross. They were two months away from a January 10th, 2022 trial date, they had the NFL backpedaling. Every evidentiary ruling, every pre-trial ruling seemingly went in St. Louis' favor and the element of punitive damages here had the prospect of potentially transforming this into a three to five or potentially up to a $10 billion lawsuit. So when you look at the disgorgement of the relocation fee, the increase in evaluation of the franchise, the incidental and out-of-pocket damages, the tortious interference, you can add punitives on top of that, and under US Supreme Court precedent a jury would be well within its rights to add a multiplier of up to 10 to one or 11 to one on top of compensatory damages and when there's a corporate defendant involved? A multi-billion dollar corporate defendant, the roof gets raised a little bit more.

So St. Louis is heading towards a trial in front of a friendly jury in a city which is really angry over the loss of their football team. I think there was every reasonable expectation that had St. Louis gone to trial, took it to a verdict, they're looking at the prospect of recovering damages in excess of three to $4 billion. The wild card here is does it hold up on appeal and I think the risk of an appellate reversal may have influenced the St. Louis municipal authorities to maybe cash out before trial and go for the certainty of a settlement rather than the volatility or uncertainty associated with a potential reversal on appeal. So who won, who lost? I think St. Louis had every expectation had they wanted to pursue this. They were holding all the cards, so to speak, and had all the leverage potentially recovering a multi-billion dollar verdict. I think they should have asked for an expansion team. The reason why they sued was because they lost their team. What would be the ultimate justice here?

Dan Lust - Well right, let's spend some time on the expansion team. We spent it a lot at the beginning, right? Cleveland lost their team, right? They went to Baltimore and became the Ravens. They got a new expansion team. Okay? The Houston Oilers went and relocated to become the Tennessee Titans. They lost the team. Guess what? They got an expansion team. So we've seen the NFL do this in the not too distant past. If a city's upset, they will get a new team. Especially if it's a big market like St. Louis which has-

Dan Wallach - Dan, it's not just being upset. Those cities either brought litigation. Or threatened litigation. The NFL didn't just open up its wallet and say here, have yourself a new team. They were under the crucible of litigation in which they faced the prospect of losing in front of a hometown jury and being tapped with potentially billions of dollars in damages, so the NFL wasn't acting out of a sense of charity. It was acting out of a sense of risk mitigation and risk limitation. Here St. Louis took it so much further down the line than any other city ever did with respect to the NFL and would've been the first relocation case ever to go to trial and I know the city didn't ask for a new team in its complaint. They only asked for monetary damages.

But when they're on the eve of trial with a reasonable expectation of recovering a multi-billion dollar damage award, I think at that point you begin to ask geez, what would it take for us to settle the case? And I think given what this lawsuit is about, it would've been very reasonable for St. Louis to say give us an expansion team. Then we'll lower the settlement demand or waive the settlement demand. Just give us a team, we'll pay for the stadium, and just put us back in the position we were originally in. They had all this leverage. And instead, and I think a lot of this is driven by plaintiffs' lawyers that are working on a contingent fee basis, when there's a contingent fee arrangement and not just an hourly billing arrangement, that might change or alter some of the motivations of trial counsel. They don't wanna wait three, four years for their attorney's fees and potentially lose on appeal, so there are a lot of factors which played into St. Louis's desire to settle the case. Number one, the attorneys get paid. Number two, the politicians get to declare immediate victory. Why should their successors get the spoils of the victory if it happens on this mayor's and this county executive's watch, it's a win that they can hold out right now as something that their administration accomplished.

Dan Lust - Okay, so I think sometimes it helps, you don't have to be a sports fan to have a sports case. But sometimes it helps. Certainly does. So Dan, you laid it out. And I think we should spend a little bit of time on this in our few minutes we have remaining. St. Louis was walking in the home court advantage. Whatever you wanna say, home field advantage, home turf advantage, they had it. And they had everything going for them. I think it would've surprised everybody if in front of a St. Louis judge, in a St. Louis jury, in a case about the departure of the St. Louis Rams, that you would likely lose that case. It was a question of what a St. Louis jury was gonna write. It was almost a blank check scenario. And the NFL had to certainly be concerned about it. So the number they settled for, 790 million. Dan, you and I, and we were talking to a lot of people in the know, right? That billions was probably a realistic ask for in terms of settlement. Now we talked about this relocation fee of 550 million. Where does that relocation money go? It goes into the other owners' pockets, right?

So that's a scenario, when the St. Louis Rams moved to Los Angeles, there's 550 million. The other owners were profiting from that. So how about this, guys? How about this, our fictional audience that's not, I'm sure people are nodding their head somewhere. You could have, if you were the city of St. Louis, maybe got a judgment of $5 billion and the NFL has to take that money out of their pocket. Or you say you know what? How about some type of deal where you just allow us into your exclusive world of 32 member clubs, you give us the right to have our 33rd team. We'll pay you! We'll pay you because we know that in our NFL circles it's a boost to the economy, it's a boost to St. Louis of having a city. I'm sure there would've been some hybrid, right? Give us a haircut, maybe you guys give us 200 million and we'll let you off the hook for the other billion, but there was so many creative remedies in there. But I think at the end of the day that $790 million settlement, you certainly can't say that the attorneys did a bad job 'cause they got 790 million in a case where the NFL was offering zero for a period of time, but I think it just lacked creativity.

So the fans that were saying hey, money grows on trees. You can get money from anywhere. But a team, a franchise, right? That just doesn't happen and it's something that every NFL Sunday people in the city of St. Louis are upset about. The fans of our show that were from the city of St. Louis, I think they were disappointed. They're not gonna see a dollar of that money. That money goes to the politicians. It goes into the city. But you know what the fans would've gotten? They would've gotten NFL football back. And I don't think that's something that's replaceable. And I think you would've gotten more leverage the closer and closer you got to trial. So I'm not sure that's a lesson that you can necessarily learn from that case. I'm not sure if the St. Louis court rulings could be used as precedent in other cities. But I know that the creativity was kind of lacking in that settlement which I think it left a lot to be desired, at least in my opinion.

Dan Wallach - Well you know, when you look at the economic impact associated with having a team, it's far greater than $790 million. Putting aside the value of having an NFL franchise for the team owners, there's all this direct and indirect economic impact from tax revenues, commercial development, tourism, building an entire downtown. Commercial area that feeds and is sort of centered around a professional football franchise. And then not to mention in Missouri they're talking about giving the professional sports franchises sports betting licenses. If you have an online sports betting license, the owner of that team basically has a new revenue stream that could easily, in a state like Missouri, exceed $20 million annually. So when you look at the value from having a team versus the short term impact from having a cash settlement that will likely be spread among a number of different initiatives in a very short time window, I think the enduring value of the team outweighs whatever municipal value is created in the short term from a $790 million settlement which is a significant sum of money. But there was no appetite here. To run the table and take it to a verdict and potentially jeopardize that verdict on appeal.

There were a number of appellate issues such as the measure of damages, the relocation fees and valuation increases of the team, are they compensable damages under a breach of contract theory or on just enrichment theory? It's not known at this point how the Missouri Supreme Court and potentially the United States Supreme Court would've ruled on it, but I think the play here, instead of settling 120 days prior to trial, I think it would've been more advantageous to force the commissioner, force the witnesses like Stanley Kroenke and Kevin Demoff to fly into St. Louis during the run up to the super bowl and have them go under oath and tell the story in front of a St. Louis jury. They would've been added value to the settlement from pushing the envelope at least to the date of trial, and maybe even during the middle of trial. And I think there was a lost opportunity here ultimately.

Dan Lust - So in our, probably got two minutes left here, Dan. Moving forward, big picture items, right? Has the pendulum swung back in favor of the cities? We gotta monitor it, right? We're still, it's a relatively recent settlement. I think the reason we wanted to take this topic is 'cause we've bookended the litigation, but in terms of where we move forward, right? we kind of have to do a little bit of wait and see. The one domino that's fallen since then, right? The question is will the threat of relocation lead to more publicly funded stadiums? Kind of had our first domino fall with the Buffalo Bills. They were threatening potentially relocation to another city, be it Austin, Texas, there was some rumors floating out there. And New York State ponied up with a lot of money, Buffalo Bills will remain, but just keep in mind. I don't know if this lawsuit will happen again. There's other cities that maybe are, Jacksonville Jaguars have been in that conversation. But this lawsuit was the first of its kind. It might be the only one of its kind.

Dan Wallach - San Diego and Oakland are in litigation over their relocations. The St. Louis lawsuits were just recently filed, but those are taxpayer lawsuits that arguably were filed after the statute of limitations expired. The Oakland case is brought by the city of Oakland, but it's really on its last breath, so to speak. The antitrust element was dismissed and affirmed on appeal by the Ninth Circuit, and all that remains is the state law breach of contract claims which have already been dismissed by a trial court. So that issue is on appeal and it really does point to what I think is a very crucial litigation strategy that was made early on by the St. Louis plaintiffs. They opted not to pursue antitrust claims in federal court and instead to focus the entirety of their legal action on state law breach of contract and unjust enrichment claims and litigate that issue in a local St. Louis forum rather than in a Missouri federal court and I think that might have made all the difference in this case as to why it got this far. And some of the other federal efforts brought by other disgruntled cities fell short, and I think that was a valuable strategy or valuable decision and it does highlight the importance of forum shopping in litigation. Now that sounds like a pejorative term, but you have a choice of forum sometimes. Do you wanna file in state court, federal court? What city? Because there could be multiple jurisdictions where venue and jurisdiction attach and the St. Louis plaintiffs made the smart decision of filing suit in their own city and avoiding removal to federal court by limiting their focus to state law claims.

Dan Lust - I think we're about out of time, and Dan you've certainly painted a great picture of what happened here. Maybe the point, we should address the elephant in the room, the Los Angeles Rams won the Super Bowl in 2022 which had to sting a little bit for St. Louis Rams fans. But you know, I don't know if $790 million will fill the hole. We'll see how that money is spent by the St. Louis politicians. Maybe I'm a glass half full guy. We can only hope. I don't think the dream of football in St. Louis is necessarily dead. I think-

Dan Wallach - It's on life support. They called the priest in. I think it will be several generations before that's considered again because of the rawness and anger surrounding this dispute which got very heated, very personal. And it was like trench warfare. It's gonna be a long time before St. Louis gets another team unfortunately.

Dan Lust - So I think that'll put this presentation in the books. But listen, there's obviously other cities that are in doubt, when you're looking to see if your team is gonna relocate, obviously revisit the history of the St. Louis Rams. I think it's a good one that'll be in the sports law history books for a extended period of time. It was certainly a pleasure to break this down for you, a very complex billion dollar analysis that you guys are getting for the price that Quimbee is charging here. And certainly we'd welcome to do more presentations on the intersections of sports and law, and Dan you and I had a lot of fun covering this one on our podcast. Certainly check that out. Conduct Detrimental. Yeah, Dan, I think this will put this in the books unless you have anything to add in our brief window of time we have remaining, but I think we packed a lot in here.

Dan Wallach - Yeah, this was fantastic. It's really a window into so many areas of the law and we hope you enjoyed it.