United States District Court, D. Nebraska
FINDINGS OF FACT AND CONCLUSIONS OF LAW
M. GERRARD CHIEF UNITED STATES DISTRICT JUDGE.
matter is before the Court on a bench trial on two discrete
contractual issues. The issue primarily contested between the
parties-the term of the relevant contract-has already been
decided by the Court on the parties' motions for summary
judgment. Filing 123; filing 140. Remaining to be decided is
how to interpret the provisions of the agreement that
establish when the plaintiff should be paid, and how much.
explained below, the Court agrees with the plaintiff
regarding the relevant contractual language. Accordingly, the
Court finds for the plaintiff, and will enter judgment
against defendant Top Rank, Inc., in the amount of $520,
the relevant facts are undisputed, and many have been recited
by the Court before, but the Court will restate those
relevant to the issues presented here. The defendants in this
case are successful boxer Terence "Bud" Crawford
and his promoter, Top Rank, Incorporated. The plaintiff is
Middendorf Sports, a sole proprietorship of Chris Middendorf
2010, Crawford entered into a promotional rights agreement
with TKO Boxing Productions, a Nevada boxing promoter. Filing
153-1 at 2. At some point in late 2010, Top Rank-among the
top boxing promoters in the country-became interested in
signing one of TKO's other fighters. Filing 143-1 at 23.
TKO was in some financial distress, and TKO assigned that
fighter and several others to Middendorf, who held a 35 or 40
percent share of TKO. Filing 145-11 at 5; filing 143-1 at
22-24. Middendorf then released or reassigned the rights to
those fighters to Top Rank or another promoter. Filing 143-1
at 24, 26.
30, 2011, TKO and Top Rank entered into the contract that is
primarily at issue in this case: the "Agreement and
Release." Filing 145-1. In the Agreement and Release,
TKO agreed to release Crawford from the 2010 TKO promotional
rights agreement. Filing 145-1 at 1. The Agreement and
Release specifically provided that
For each Title Defense (for either the WBC, WBO, WBA, or IBF,
and as defined in the Promotional Rights Agreement) of
[Crawford]'s promoted by Top Rank pursuant to the
Promotional Rights Agreement, TKO shall be paid a fee equal
to eight percent (8%) of the purse payable to [Crawford] for
such Title Defense, which amount shall be paid to TKO within
five (5) business days of each bout.
145-1 at 1-2. TKO assigned its rights under the Agreement and
Release to Middendorf. Filing 145-4.
same day the Agreement and Release was executed, Crawford and
Top Rank entered into a new promotional rights agreement.
Filing 145-3. Crawford went on to win several bouts from 2011
to 2013, and on March 1, 2014 defeated Ricky Burns to win the
WBO World Lightweight Title. Filing 145-17 at 2. He
successfully defended that title against Yuriorkis Gamboa in
June 2014. Filing 145-17 at 2. For that bout, Top Rank paid
Crawford a purse of $500, 000 and gate participation in the
amount of $21, 931.60. Filing 141 at 3. Pursuant to the Agreement
and Release, Top Rank paid Middendorf $40, 000. Filing 141 at
the Gamboa bout, Crawford and Top Rank entered into a new
"Exclusive Restated Promotional Rights Agreement."
Filing 145-5. The Exclusive Restated Promotional Rights
Agreement guaranteed Crawford substantially larger purses per
bout, including additional compensation based on the gate
participation for bouts occurring in Omaha. Filing 145-5 at
defended his WBO World Lightweight Title against Ray
Beltrán in November 2014-Top Rank paid Crawford a
purse of $800, 000, and Middendorf $40, 000. Filing 145-17 at
2; Filing 141 at 3. Crawford then moved up a weight class and
defeated Thomas Dulorme for the vacant WBO World Super
Lightweight (or junior welterweight) Title. Filing 145-17 at
2. That wasn't a "title defense," so Top Rank
didn't pay Middendorf pursuant to the Agreement and
Release. Filing 143-2 at 43. But after Crawford successfully
defended his new title against Dierry Jean in October 2015,
Top Rank paid Crawford a purse of $1, 200, 000 and gate
participation of $26, 824.31, and paid Middendorf $96, 000.
Filing 145-17 at 2; filing 141 at 3. After Crawford defended
his title against Hank Lundy in February 2016, Top Rank paid
Crawford a purse of $1, 210, 000 and Middendorf $96, 800.
Filing 145-17 at 2; filing 141 at 3.
2016, Crawford put his WBO title on the line in a
"unification bout" against Viktor Postol, who held
the WBC World Super Lightweight Title. Filing 145-17 at 2.
Top Rank paid Crawford a purse of $1, 300, 000, but did not
pay Middendorf after that bout. Crawford won both titles, and
defended them against John Molina Jr. in December 2016 and
Félix Díaz in May 2017. Filing 145-17 at 2. Top
Rank paid Crawford a purse of $1, 475, 000 and gate
participation of $29, 955 for the Molina bout, and a purse of
$1, 650, 000 for the Díaz bout. Filing 141 at 4. But
Top Rank did not pay Middendorf after the Molina or
Díaz bouts. Filing 141 at 4. Finally, Crawford
defeated Julius Indongo in another unification bout in August
2017, capturing the IBF, WBA, WBC, and WBO titles. Filing
145-17 at 2. Top Rank paid Crawford a purse of $2, 000, 000,
but did not pay Middendorf after the Indongo bout either.
Filing 141 at 4 and n.2. This litigation ensued. See
Court's most significant conclusion of law was reached in
an earlier decision, but to establish context, the Court will
restate it here: the Court found that under the unambiguous
language of the Agreement and Release, Top Rank is obliged to
pay Middendorf eight percent of Crawford's
"purse" for any Crawford "title defense"
that Top Rank promotes pursuant to a promotional rights
agreement. Filing 123 at 15. In other words, the Court found
that the Agreement and Release did not effectively terminate
with the 2011 Crawford-Top Rank promotional rights
agreement-instead, it carried over to the 2014 Exclusive
Restated Promotional Rights Agreement. See filing
123. But as the quotation marks above imply, there are still
two terms the parties disagree about: "purse" and
"title defense." Filing 141 at 5. Those matters are
before the Court now.
deciding those issues, the Court is guided by familiar
principles of contract interpretation. The objective of
interpreting contracts is to discern the intent of the
contracting parties, and traditional rules of contract
interpretation are employed to accomplish that result.
Am. First Fed. Credit Union v. Soro, 359 P.3d 105,
106 (Nev. 2015). Contract interpretation is a question of
law, and if the language of the contract is clear and
unambiguous, it will be enforced as written. Id. And
the Court ...