954 F.3d 1142
8th Cir.2020Background
- June 30, 2011 Agreement and Release: TKO (later assigned to Middendorf) consented to Top Rank promoting Terence Crawford and agreed Top Rank would pay TKO 8% of Crawford’s "purse" for each Title Defense promoted by Top Rank under a "Promotional Rights Agreement." Paragraphs 4–5 are dispositive.
- Same day TKO terminated its earlier deal with Crawford and Top Rank and Crawford executed the 2011 Promotional Rights Agreement (PRA) with Top Rank; TKO assigned its rights to Middendorf.
- Crawford won titles and defended them; Top Rank paid Middendorf 8% (e.g., $40,000 on a $500,000 purse in 2014) but later refused to pay for defenses promoted after certain renegotiations and excluded Crawford’s share of gate revenues from the purse calculation.
- In September 2014 Crawford and Top Rank signed an Exclusive Restated Promotional Rights Agreement that increased guaranteed purses and separately provided for gate-revenue shares as "additional compensation."
- District court: granted partial summary judgment to Middendorf that Top Rank must pay 8% for any Crawford Title Defense Top Rank promotes pursuant to a promotional rights agreement, and held the term "purse" includes Crawford’s gate-revenue share. On appeal the Eighth Circuit affirmed the scope ruling but reversed on gate revenues.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Scope/duration: When does Top Rank owe 8%? | Middendorf: 8% applies to each Title Defense Top Rank promotes pursuant to any promotional rights agreement (i.e., not limited to the 2011 PRA). | Top Rank: Obligation limited to Title Defenses promoted pursuant to the June 30, 2011 Promotional Rights Agreement (or only until its natural expiration). | Affirmed for Middendorf: contract language covers Title Defenses promoted by Top Rank pursuant to a promotional rights agreement ("a" read as "any"); not limited to the 2011 PRA. |
| Definition of "purse": Does it include Crawford's gate-revenue share? | Middendorf: "Purse" means total remuneration for the fight, including gate-share. | Top Rank: "Purse" has industry usage excluding separately negotiated gate-share, which was "additional compensation." | Reversed for Top Rank: "purse" does not include Crawford’s gate-revenue share; gate payments treated as separate additional compensation. |
Key Cases Cited
- Am. First Fed. Credit Union v. Soro, 359 P.3d 105 (Nev. 2015) (contract interpretation—enforce clear, unambiguous language and discern parties' intent).
- Royal Indem. Co. v. Special Serv. Supply Co., 413 P.2d 500 (Nev. 1966) (every word must be given effect; courts cannot add or omit words).
- Ringle v. Bruton, 86 P.3d 1032 (Nev. 2004) (extrinsic evidence admissible when contract language is ambiguous).
- Whitemaine v. Aniskovich, 183 P.3d 137 (Nev. 2008) (separate instruments constitute one contract only if contemporaneous, same subject, and one refers to the other).
- Galardi v. Naples Polaris, LLC, 301 P.3d 364 (Nev. 2013) (usage and custom evidence may inform contract meaning even absent ambiguity).
- Reno Club v. Young Inv. Co., 182 P.2d 1011 (Nev. 1947) (contracts should not be construed to produce absurd results).
- Allstate Ins. Co. v. Foster, 693 F. Supp. 886 (D. Nev. 1988) (the indefinite article "a" can be read as "any").