WHITSITT v. COMCAST-SPECTACOR, L.P.
2:11-cv-07842
| E.D. Pa. | Jul 28, 2014Background
- Whitsitt and Shine sued CSLP for breach of contract over a $2,000,000 finder’s fee tied to introducing the purchaser of the Philadelphia 76ers under an agreement dated January 24, 2011.
- CSLP engaged Galatioto Sports Partners (GSP) and the team was eventually sold to Sixers Holdco, controlled by Harris and Blitzer, with Levien becoming a minority investor.
- Plaintiffs admitted they did not introduce Sixers Holdco to CSLP; they argue they introduced Levien, who helped assemble the Holdco group that purchased the team.
- The sale closed on October 17, 2011; Plaintiffs demanded payment in October 2011, but CSLP refused, asserting the Agreement’s conditions were not satisfied.
- The Court previously denied cross-motions for summary judgment, finding latent ambiguity in the term Purchaser, and CSLP moved for reconsideration or interlocutory appeal.
- The court granted CSLP’s reconsideration, concluding Plaintiffs failed to identify the Purchaser as required by paragraph 1 and that the latent ambiguity did not save Plaintiffs’ claim.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether CSLP breached the Agreement by denying payment | Whitsitt/Shine contend Purchaser was Sixers Holdco or a related entity identified by Plaintiffs. | CSLP argues Plaintiffs failed to identify the Purchaser as required by paragraph 1, and the Purchaser definition is either unambiguous or latent but not satisfied by Levien’s involvement. | CSLP did not breach; Plaintiffs failed to identify the Purchaser per paragraph 1. |
| Is the term Purchaser latent-ambiguous and susceptible to extrinsic evidence | Latent ambiguity allows extrinsic evidence to interpret Purchaser as an entity like Sixers Holdco linked to Levien. | The term is unambiguous on its face or at most latent with no permissible extrinsic interpretation without contradicting the contract. | latent ambiguity exists, but resolves against Plaintiffs on reconsideration; not enough to overcome paragraph 1 failure. |
| Did Plaintiffs identify the Purchaser to CSLP as required by paragraph 1 | Plaintiffs identified Levien and argued Sixers Holdco was owned by Levien, thus satisfying identification. | Plaintiffs did not identify Sixers Holdco as the Purchaser; Levien’s indirect involvement does not meet paragraph 1’s requirement. | No, Plaintiffs did not identify the Purchaser; paragraph 1 not satisfied. |
| Whether the motion for reconsideration was properly granted | Plaintiffs contend the prior denial should stand because the latent ambiguity remained genuine. | CSLP argued clear error or manifest injustice by not addressing paragraph 1 and by misapplying ambiguity law. | Granted; the court reversed its prior denial and entered judgment for CSLP. |
Key Cases Cited
- Bohler-Uddeholm America, Inc. v. Ellwood Group, Inc., 247 F.3d 79 (3d Cir. 2001) (latent ambiguity and contract interpretation framework)
- Duquesne Light Co. v. Westinghouse Elec. Corp., 66 F.3d 604 (3d Cir. 1995) (ambiguity analysis for contracts; plain meaning vs. extrinsic evidence)
- Murphy v. Duquesne Univ. of the Holy Ghost, 777 A.2d 418 (Pa. 2001) (contract interpretation and extrinsic evidence in Pennsylvania law)
- Ins. Adjustment Bureau, Inc. v. Allstate Ins. Co., 905 A.2d 462 (Pa. 2006) (contract interpretation and extrinsic evidence guidance)
- Krizovensky v. Krizovensky, 624 A.2d 638 (Pa. Super. Ct. 1993) (ambiguity and contract interpretation standards)
- Bethlehem Steel Corp. v. United States, 270 F.3d 135 (3d Cir. 2001) (evaluation of extrinsic evidence and contract meaning)