989 F. Supp. 2d 329
S.D.N.Y.2013Background
- Plaintiffs filed consolidated putative class actions against the NHL, MLB, numerous League clubs, RSNs, Comcast, and DIRECTV alleging antitrust violations related to in-market and out-of-market game distribution and blackout practices.
- After briefing, the court partially granted and partially denied the defendants’ initial motion to dismiss, dismissing some plaintiffs for lack of antitrust standing and allowing out-of-market package purchasers to proceed on the remaining claims.
- Comcast and DIRECTV later sought to stay proceedings pending resolution of arbitration, including a motion to compel arbitration as to several plaintiffs under respective arbitration clauses, which the court addressed in August 2013.
- A stipulation stayed certain plaintiffs against DIRECTV while preserving other claims, and the court resolved the scope of arbitration as to various named plaintiffs and contracts.
- The court analyzed the Comcast Agreement and DIRECTV Agreement, focusing on who bound whom, the reach of arbitration clauses, and whether non-signatories could be compelled to arbitrate under estoppel theories and state-law principles.
- The court ultimately granted Comcast’s motion to compel arbitration as to Traub, and to the extent threshold arbitrability, referred Laumann and Rasmussen; it denied arbitration for Silver, Birbiglia, Lerner, and Dillon, and denied DIRECTV’s motion to compel arbitration against Lerner, with Birbiglia and Silver’s claims not subject to the DIRECTV arbitration clause.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Arbitrability of Traub, Laumann, and Rasmussen under Comcast | Arbitration clause not applicable to their claims tied to out-of-market packages. | Broad Comcast arbitration clause covers disputes regarding arbitration provision scope and related disputes. | Traub subject to arbitration; Laumann and Rasmussen threshold arbitrability referred to arbitrator. |
| Arbitrability of Silver under Comcast Agreement | Silver’s link to Comcast is attenuated and not within the arbitration scope. | Some of Silver’s claims relate to programming produced by Comcast RSNs and thus fall under the clause. | Silver not compelled to arbitrate under Comcast; claim kept in district court. |
| DIRECTV Agreement as to Birbiglia and Silver | DIRECTV arbitration clause should bar their claims or estop them from avoiding arbitration. | DIRECTV clause covers claims and may estop non-signatories if intertwined with DIRECTV contract. | DIRECTV's motion to compel arbitration against Birbiglia and Silver denied; DIRECTV cannot enforce via estoppel or express coverage. |
| DIRECTV Agreement as to Marc Lerner | Lerner’s claims relate to MLB Extra Innings and DIRECTV service via his household. | Lerner is bound by DIRECTV arbitration through admission, estoppel, or third-party beneficiary theory. | Lerner not bound by DIRECTV arbitration by admission, estoppel, or third-party beneficiary; DIRECTV’s motion denied. |
Key Cases Cited
- Ragone v. Atlantic Video at Manhattan Ctr., 595 F.3d 115 (2d Cir. 2010) (non-signatory estoppel may compel arbitration where closely related to signatory contract)
- Ross v. American Express Co., 547 F.3d 137 (2d Cir. 2008) (non-signatory cannot compel arbitration when only connected via conspiracy)
- Contec Corp. v. Remote Solution Co., Ltd., 398 F.3d 205 (2d Cir. 2005) (arbitrability may be decided by court unless contract clearly provides otherwise)
- First Options of Chicago, Inc. v. Kaplan, 514 U.S. 938 (1995) (who decides arbitrability turns on what parties clearly agreed)
- Moses H. Cone Mem'l Hosp. v. Mercury Constr. Corp., 460 U.S. 1 (1983) (FAA policy favors arbitration and threshold questions of arbitrability)
- Sokol Holdings, Inc. v. BMB Munai, Inc., 542 F.3d 354 (2d Cir. 2008) (non-signatory estoppel requires close relationship to signatory or interwoven claims)