JETT ELAD v. NATIONAL COLLEGIATE ATHLETIC ASSOCIATION
No. 25-1870
United States Court of Appeals, Third Circuit
November 25, 2025
PRECEDENTIAL
UNITED STATES COURT OF APPEALS
FOR THE THIRD CIRCUIT
_________________
No. 25-1870
_________________
JETT ELAD
v.
NATIONAL COLLEGIATE ATHLETIC ASSOCIATION,
Appellant
_________________
for the District of New Jersey
D.C. Civil No. 3:25-cv-01981
District Judge: Honorable Zahid N. Quraishi
_________________
Argued: September 17, 2025
Before: BIBAS, MONTGOMERY-REEVES, and AMBRO,
Circuit Judges.
(Opinion Filed: November 25, 2025)
Daniel S. Epps
Rakesh Kilaru [ARGUED]
Wilkinson Stekloff
2001 M Street NW
10th Floor
Washington, DC 20036
Justin M. Kadoura
Kathleen M. Princivalle
Kenneth L. Racowski
Holland & Knight
1650 Market Street
One Liberty Place, Suite 3300
Philadelphia, PA 19103
Holland & Knight
787 Seventh Avenue
31st Floor
New York, NY 10019
Counsel for Appellant
Kevin H. Marino [ARGUED]
Marino Tortorella & Boyle
437 Southern Boulevard
Chatham Township, NJ 07928
Counsel for Appellee
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OPINION OF THE COURT
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MONTGOMERY-REEVES, Circuit Judge.
Student athletes who attend and play for Division I
сolleges or universities are subject to bylaws enacted by the
National Collegiate Athletic Association (“NCAA”). Jett Elad,
a Rutgers University football player, challenges two such
bylaws. These bylaws count years spent at Junior Colleges
(“JUCOs”) towards the NCAA’s limit of participation in four
seasons of NCAA football over a five-year period (the “JUCO
Rule”). Elad argues that the JUCO Rule unreasonably restrains
the college-football-athlete labor market in violation of Section
1 of the Sherman Act.
To determine if the JUCO Rule unreasonably restrains,
we must analyze its effects on Elad’s proposed market. Elad
points to, and the District Court accepted, a market definition
based on market realities predating the Supreme Court’s
decision in NCAA v. Alston, 594 U.S. 69 (2021). But Alston
precipitated a widescale market change in college athletics
relating to athlete compensation. And when markets change,
so too must antitrust analyses. Because Elad’s—and by
consequence the District Court’s—market definition does not
account for changed market realities in Alston’s wake, we will
vacate the District Court’s order granting a preliminary
injunction and remand for further prоceedings consistent with
this opinion.
I. BACKGROUND
The NCAA is composed of approximately 1,100
schools. They play in conferences trifurcated across three
divisions: Division I, Division II, and Division III. Each
Division passes its own bylaws, which all member institutions,
and their student athletes, must follow.1 Rutgers is a NCAA
Division I school.
Two NCAA Division I bylaws form the basis of this
appeal. These rules, taken together, provide that a student
athlete can only: (1) play four seasons of college athletics in
any one sport; (2) over a five-yеar period; and (3) any season
played for a JUCO counts towards that time.
Between 2019 and 2024, Elad exhausted his four
seasons of NCAA Division I football eligibility over a five-year period at Ohio University, Garden City Community
College (a JUCO), and the University of Nevada, Las Vegas
(“UNLV”). Because Elad spent one of those four seasons at a
JUCO, the JUCO Rule prohibited him from competing in
another season of NCAA Division I football despite only
playing three seasons of NCAA Division I football.
Elad understood that he had exhausted his eligibility
under the JUCO Rule and
National Football League. But then the United States District
Court for the Middle District of Tennessee held that Vanderbilt
policies collectively adopted,” and the NCAA’s “bylaws have
direct impact only on [the member schools].” Josephine R.
Potuto, The NCAA Rules Adoption, Interpretation,
Enforcement, and Infractions Processes: The Laws that
Regulate Them and the Nature of Court Review, 12 VAND. J.
ENT. & TECH. L. 257, 267 (2010). But “[a]n obligation of
NCAA membership is that member [schools] must monitor the
conduct of those for whom they are responsible and sanction
them for violations.” Id. In that way, student-athletes are also
governed by the NCAA’s bylaws. Id.
quarterback Diego Pavia—who played two seasons at a
JUCO—showed a strong likelihood of success on the merits in
his Sherman Act challenge to the JUCO Rule because the rule
constrained him from playing another season of NCAA
Division I football. See Pavia v. NCAA, 760 F. Supp. 3d 527,
534–35 n.6, 543 (M.D. Tenn. 2024). And in doing so, the
Middle District of Tennessee introduced an alternative course
for Elad—seek a waiver from the NCAA on the strength of
Pavia and play one more season of NCAA Division I football.
Elad entered the transfer portal—“an online database
that lists student-athletes who are interested in changing
schools.” Appendix (hereinafter “App. __”) 226 n.5. Rutgers
recruited Elad to play safety for its football team during the
2025-2026 college football season. As an incentive to attract
Elad, Rutgers helped him secure an approximately $500,000
name-image-and-likeness (“NIL”) contract with Sir Henry
Advertising Agency. See App. 94–95 (reflecting testimony
that Rutgers believed Elad had “great value” and coordinated
NIL deals for potential transfers). His NIL deal provided a
“life-altering source of revenue for him and his family.” App.
226.
Rutgers then sought an NCAA waiver of the JUCO
Rule’s application to Elad in light of the Pavia decision. The
NCAA denied Rutgers’ request. Rutgers appealed the decision,
and the next day Elad filed this action to obtain an injunction
that would allow him to play the 2025-2026 season. The
District Court granted Elad a preliminary injunction and
enjoined the NCAA from counting Elad’s one year at a JUCO
towards his eligibility under the JUCO Rule. The NCAA
timely appealed the injunction.
II. JURISDICTION AND STANDARD OF REVIEW
The District Court had jurisdiction under
1331 and
consider the District Court’s grant of a preliminary injunction
under
factual findings for clear error, its legal conclusions de novo,
and its ultimate grant of a preliminary injunction for abuse of
discretion.” Boynes v. Limetree Bay Ventures LLC, 110 F.4th
604, 609 (3d Cir. 2024).
It is well-established that a “preliminary injunction is an
extraordinary and drastic remedy.” Mazurek v. Armstrong, 520
U.S. 968, 972 (1997) (quotation omitted). As such, the movant
must make a “clear showing” that an injunction is warranted.
Id. (quotation omitted). Courts weigh four factors when
considering a request for a preliminary injunction: “(1) the
movant[’s] likelihood of success on the merits; (2) the risk that
the movant[] will suffer irreparable harm absent preliminary
relief; (3) the balance of equities; and (4) the public interest.”
Boynes, 110 F.4th at 609. “The first two factors are the ‘most
critical,’” and only when they are both present do we
“consider[] the others.” Id. (quoting Nken v. Holder, 556 U.S.
418, 434 (2009)).
III. DISCUSSION
The NCAA argues that the District Court erred in
granting the preliminary injunction because Elad failed to
show a
harm and balance of thе equities conclusions. But we need not
consider those factors to resolve this appeal. See Adams v.
NCAA’s challenge to the preliminary injunction, we first
outline the applicable antitrust legal framework. Then, we
consider the NCAA’s arguments that Elad is not likely to
succeed on the merits.
A. The Sherman Act’s Framework
The Sherman Act was passed in 1890 to combat “the
vast accumulation of wealth in the hands of corporations and
individuals, the enormous development of corporate
organization, the facility for combination which such
organizations afforded, [and] the fact that the facility was being
used.” Standard Oil Co. of N.J. v. United States, 221 U.S. 1,
50 (1911). Underlying the Sherman Act is a congressional
bеlief that “market forces ‘yield the best allocation’ of the
Nation’s resources.” Alston, 594 U.S. at 73 (quoting NCAA v.
Bd. of Regents of Univ. of Okla., 468 U.S. 85, 104 n.27 (1984)).
To facilitate free markets, Section 1 of the Sherman Act
specifically prevents “restraint[s] of trade,”
“between separate entities,” Copperweld Corp. v. Indep. Tube
Corp., 467 U.S. 752, 768 (1984) (emphasis omitted). But any
such restraint of “trade” must have a commercial effect,3 and it
Freedom Forge Corp., 204 F.3d 475, 486 n.10 (3d Cir. 2000)
(holding the moving party bears the burden “to prove all
elements required for a preliminary injunction”).
(describing the Sherman Act as only aiming to prevent
“restraints to free competition in business and commercial
transactions which tended to restrict production, raise prices or
otherwise control the market to the detriment of purchasers or
consumers of goods and services”); see also Smith v. NCAA,
must be an “unreasonable” restraint. Ohio v. Am. Express, 585
U.S. 529, 540 (2018) (emphasis omitted) (quoting State Oil Co.
v. Khan, 552 U.S. 3, 10 (1997)). Whether a restraint is
“commercial” is thus a threshold requirement for Sherman Act
applicability.
When assessing “unreasonable restraints of trade,”
courts generally apply one of three frameworks—per se,
quick-look, or rule-of-reason—depending on how obviously
anticompetitive the challenged conduct is.4 See Alston, 594
U.S. at 87–93; FTC v. Ind. Fed. of Dentists, 476 U.S. 447, 460–
61 (1986). The parties agree that the rule-of-reason framework
guides our analysis here.
The rule of reason aims to “distinguis[h] between
139 F.3d 180, 185–86 (3d Cir. 1998) (abrogated on other
grounds) (understanding Apex аs limiting antitrust remedies to
only commercial restraints); United States v. Brown Univ., 5
F.3d 658, 665 (3d Cir. 1993) (“It is axiomatic that [S]ection
[O]ne of the Sherman Act regulates only transactions that are
commercial in nature.”).
830–31 (3d Cir. 2010) (discussing the three flavors of antitrust
analyses that courts apрly in assessing anticompetitive harms
under the Sherman Act and identifying that there is “‘often no
bright line [rule] separating’ the different modes of analysis,”
and the “categories of analysis . . . аre less fixed than” the terms
that define them “tend to make them appear” (first quoting Bd.
of Regents, 468 U.S. at 104 n.26; then quoting Cal. Dental
Ass’n v. FTC, 526 U.S. 756, 779 (1999))).
restraints with anticompetitive effect that are harmful to the
[market] and restraints stimulating competition that are in the
[market’s] best interest.” Am. Express, 585
alteration in original).5 Assessing that distinction requires a
robust market analysis in which a court must “conduct a fact-specific [examination] of ‘market power and market
structure . . . to [determine] the [restraint]’s actual effect’ on
competition.” Id. (quoting Copperweld, 467 U.S. at 768).
Because courts must engage in a robust market analysis, a
precisely defined relеvant market is essential. Id. at 542–43;
see also Agnew v. NCAA, 683 F.3d 328, 346 (7th Cir. 2012)
(explaining that defining the relevant market is thus “of central
importance”). And plaintiff bears the burden to define the
through either direct or indirect evidence. The Supreme Court
in American Express described the difference between direct
and indirect evidence as follows:
Direct evidence of anticompetitive
effects would be proof of actual
detrimental effects [on
competition], such as reduced
output, increased prices, or
decreased quality in the relevant
market. Indirect evidence would
be proof of market power plus
some evidence that the challenged
restraint harms competition.
585 U.S. at 542 (alteration in original) (internal
quotations omitted).
relevant market. Queen City Pizza, Inc. v. Domino’s Pizza,
Inc., 124 F.3d 430, 436 (3d Cir. 1997).
After a relevant market has been identified, courts
typically conduct a three-step burden-shifting test. Am.
Express, 585 U.S. at 541–42. Under that test, a plaintiff must
first prove that the challenged restraint has a “substantial
anticompetitive effect” within the identified market. Id. at 541.
Should the plaintiff carry that burden, the defendant must show
a “procompetitive rationale” for the restraint. Id. If the
defendant meets its burden, the plaintiff then must demonstrate
that the “procompetitive efficiencies could be reasonably
achieved through less anticompetitive means.” Id. at 542.6
B. The NCAA’s Arguments on Appeal
The NCAA challenges the District Court’s decision on
many fronts. But to resolve this appeal, we need only consider
two relating to the likelihood of success on the merits: (1)
whether the JUCO Rule is commercial such that the Sherman
Act applies; and (2) whether the District Court failed to
not be “employed as an inflexible substitute for careful
analysis.” Alston, 594 U.S. at 97. “[W]hat is required to assess
whether a challenged restraint harms competition can vary
depending on the circumstances . . . . The whоle point of the
rule of reason is to furnish ‘an enquiry meet for the case,
looking to the circumstances, details, and logic of a restraint’
to ensure that it unduly harms competition before a court
declares it unlawful.” Id. (quoting Cal. Dental, 526 U.S. at
781).
adequately define the relevant market for its rule-of-reason
analysis.
1. The JUCO Rule has a Commercial
Effect
Relying on our holding in Smith, the NCAA first argues
that the JUCO Rule, an eligibility rule, is not “commercial” and
therefore is not covered by the Sherman Act. 139 F.3d at 185–
86. Smith can no longer bear the weight the NCAA puts on it.
In Smith, a student athlete challenged an NCAA bylaw
that prohibited student athletes from competing at any
“postgraduate institution” other than the undergraduate
institution the student graduated from. Id. at 183. We held that
the NCAA eligibility rules were “not related to the NCAA’s
commercial or business activities”
Sherman Act scrutiny. Id. at 185–86.
This holding cannot be read consistently with Supreme
Court precedent.7 Reich v. D.M. Sabia Co., 90 F.3d 854, 858
by the NCAA as an “eligibility rule” perpetually is
noncommercial and thus immune from Sherman Act scrutiny.
As commentators have noted, even rules that ostensibly govern
student-athletes’ compensation may have eligibility-related
consequences. See Phillip E. Areeda & Herbert Hovenkamp,
Antitrust Law: An Analysis of Antitrust Principles and Their
Application ¶ 262a (4th & 5th eds., 2025). Thus, the NCAA’s
Smith interpretation, taken to its logical conclusion, suggests
that all it would have to do to unreasonably restrain trade
through compensation restrictions, for example, is label the
Sherman Act-violating bylaw an “eligibility bylaw.” Such an
(3d Cir. 1996) (“Although a panel of this court is bound by, and
lacks authority to overrule, a published decision of a prior
panel . . . a panel may reevaluate precedent in light of
intervening authority” and decline to follow prior precedent if
intervening circumstances compel it). In Alston, the Supreme
Court noted substantial changes to the college sports market
over the years. 594 U.S. at 77–80. And it made clear that
“static judicial decrees in ever-evolving markets may
themselves facilitate collusion or frustrate entry and
cоmpetition.” Id. at 99. “If . . . market realities change, so may
[a] legal analysis” or legal precedent. Id. In light of changed
market realities, and the NCAA’s ability to reframe even
compensation rules as eligibility rules, we can no longеr per se
exclude all NCAA-labeled eligibility rules from Sherman Act
scrutiny without first asking whether the specific rule at issue
is commercial.
The District Court did not err in holding that the JUCO
Rule is commercial because it interferes with Elad’s desire to
compete in NCAA Division I athletics and profit from that
outcome would fly in the face of the intended expansive reach
of the Sherman Act, which is broadly concerned with whether
any restraint unreasonably restrains a free market, regardless
of label. See Goldfarb v. Va. State Bar, 421 U.S. 773, 787
(1975) (“Congress intended to strike as broadly as it could in
[Section 1] of the Sherman Act . . . .”); Bd. of Regents, 468 U.S.
at 104 (identifying that the goal of all analyticаl frameworks
under Section 1 is to assess “impact on competition,” thus
suggesting that any threshold question to Sherman Act
scrutiny, at base, must not foreclose inquiry into any restraint
that could negatively impact competition even if masquerading
as an eligibility rule).
participation. Stated differently, Elаd alleges that the JUCO
Rule limits his participation in a labor market. And the
Supreme Court has long recognized that restraints on labor
through association rulemaking that “unduly interfere with the
free exercise of the[] rights by those engaged, or who wish to
engage, in trade and commerce” are subject to the Sherman
Act. Anderson v. Shipowners Ass’n of Pac. Coast, 272 U.S.
359, 362–63 (1926) (quoting United States v. Colgate & Co.,
250 U.S. 300, 307 (1919)) (detailing a series of requirements
that shipping associations placed on seamen to access a labor
market and finding that the plaintiff stated a Section 1 claim).
So the only question left is whether that restraint is an
unreasonable restraint on trade.8
Relevant Market
The NCAA next contends that the District Court’s rule-of-rеason analysis fails at its inception because the District
Court did not adequately define the relevant market; and, to the
extent the District Court intended to adopt Elad’s expert’s
definition of the market, it further erred because that expert
se commercial. We simply hold the JUCO Rule is not exempt
from Sherman Act scrutiny. No doubt, the NCAA will be
ready and willing to justify most of its eligibility rules should
they be challenged under the Sherman Act. And such
justifications may prove persuasive. See Agnew, 683 F.3d at
338–42. But we need not, and do not, reach these issues here.
submitted no economic evidence to support his conclusions.
We agree.9
“Because ‘[l]egal presumptions that rest on formalistic
distinctions rather than actual market realities are generally
disfavоred in antitrust law,’ courts usually cannot properly
apply the rule of reason without an accurate definition of the
relevant market.”10 Am. Express, 585 U.S. at 542–43
(alteration in original) (quoting Eastman Kodak Co. v. Image
Tech. Servs., 504 U.S. 451, 466–67 (1992)). “[T]he relevant
market is defined as ‘the area of effectivе competition.’” Id. at
543 (quoting Walker Process Equip., Inc. v. Food Mach. &
Chem. Corp., 382 U.S. 172, 177 (1965)). And “[t]ypically[,]
this is the arena within which significant substitution in
consumption or production occurs.” Id. (quotations omitted).
Further, markets should be defined to “‘correspond to the
commercial realities’ of the industry.’” Id. (quoting Brown
Shoe Co. v. United States, 370 U.S. 294, 336 (1962)).
But the District Court’s opinion failed to define the
relevant market altogether; it never made any factual findings
regarding the market. Insteаd, it simply recited Elad’s expert’s,
Dr. Joel Maxcy, identified market—“the labor market for
college football athletes in general and NCAA Division I
before reaching the rest of the analysis.
470–73 (6th Cir. 2005) (demonstrating a legally sufficient
relevant market analysis).
football specifically.” App. 9 (internal quotations omitted).11
This failure alone constitutes a legal error because the District
Court did not engage in a fact-specific analysis of the relevant
market despite the parties’ differing opinions on the topic. FTC
v. Penn State Hershey Med. Ctr., 838 F.3d 327, 335–36 (3d Cir.
2016).
Even if we assume the District Court intended to rest its
relevant market finding on Dr. Maxcy’s factual findings, the
Distriсt Court clearly erred. Dr. Maxcy exclusively relies on
Alston to define the relevant market;12 he cites no market
Maxcy’s relevant market because the NCAA’s expert, Dr.
Frederick Flyer, did not object to it. And Elad contends that
Dr. Flyer did in fact adopt the relevant market Dr. Maxcy
proposed. The NCAA disagrees, however, that Dr. Flyer
agreed to Dr. Maxcy’s proposed market. And for good reason;
it does not appear that Dr. Flyer ever purported to opine on
what the relevant market was, and to the extent he did, he
testified why Dr. Maxcy’s analysis was economically
insufficient. Moreover, the District Court’s conclusion that Dr.
Flyer did not object to Dr. Maxcy’s identified market says
nothing of whether Elad—through Dr. Maxcy—carried his
evidentiary burden to substantiate the existence and contours
of the relevant market.
market definitions, it too relies almost exclusively on Alston or
other case law to define the relevant market. Pavia, 760 F.
Supp. 3d at 539. We do not read Supreme Court precedent as
allowing this.
evidence or economic data. Apр. 121–24 (testifying that he did
not conduct, or consult,
opinions). On its own terms, this reliance fails: Dr. Maxcy’s
opinion concerns all college-football players—including
NCAA Division I and JUCO players—but Alston concerned
only a specific subset of NCAA Division I football and
basketball athletes. Alston, 594 U.S. at 80. More
fundamentally, Dr. Maxcy predicated his market findings
solely on static markets, unsupported by evidence,13 that
predated the shifts in the college-football market after Alston.14
Reliance on a previously accepted market, without inspection
of current market realities, is antithеtical to antitrust legal
principles. See id. at 93 (observing that college-sports markets
have changed significantly and that when “market realities
change, so may the legal analysis”).15
frequently debated in antitrust litigation are uncontested. The
parties do not challenge the district court’s definition of the
relevant market . . . . With all these matters taken as given, we
express no views on them.”); see also Fourqurean v. NCAA,
143 F.4th 859, 870 (concluding that the Supreme Court in
Alston—sitting as an appellate court—did not make findings
as to the relevant market and instead accepted the parties’
agreement as to what the relevant market was).
Challenge, 41 Cardozo Arts & Ent. L.J. 799, 801 (2023)
(detailing the changing college-sports landscape in the wake of
compensation rules being relaxed and NIL being introduced).
“[C]hanges in facts essential to a judgment will render
Because Dr. Maxcy failed to provide any economic
analysis оr data to support his market definition, the District
Court erred to the extent it relied on Dr. Maxcy’s report and
testimony to find a likelihood of success on the merits. And
because thеre is no demonstrated likelihood of success on the
merits, the District Court abused its discretion in granting a
preliminary injunction.
* * *
There is much interesting debate in the antitrust space
about the NCAA, its structure, its history, its rulemaking, the
emergence of new commercial realities pervading the college-sports industry, and whether certain NCAA rules unreasonably
restrain college-sports markets. But we do not have the
requisite information to resolve these important issues in this
appeal. Rule-of-reason analyses under Section 1 of the
Sherman Act require a well-dеfined relevant market and cannot
rely on antiquated market definitions accepted on different
evidence and in a different posture. We therefore must vacate
the District Court’s preliminary injunction. On remand, it
should conduct a relevant market analysis and tease out the
changing market realities that it identified in its opinion.
collateral estoppel inapplicable in a subsequent action raising
the same issues.” Montana v. United States, 440 U.S. 147, 159
(1979). A relevant market is by its nature a non-static factual
inquiry. Alston, 594 U.S. at 93. Thus, collateral estoppel does
not fit neatly with relevant market findings unless a party cаn
establish that the facts underlying a previous market finding
have not changed.
IV. CONCLUSION
For the reasons set forth above, we will vacate the order
and remand for proceedings consistent with this opinion.