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Triple-A Baseball Club Associates v. Northeastern Baseball, Inc.

United States Court of Appeals for the First Circuit

October 13, 1987

Nos. 87-1239, 87-1266, 87-1307

Opinion

 [*215]  BOWNES, Circuit Judge.

All parties have appealed in this diversity contract case which was tried without a jury by the district court.

The plaintiffs are: Triple-A Baseball Club, a Maine limited partnership; Jordan Kobritz, general partner of the limited partnership; and Triple-A Baseball Club of Maine, Inc., another general partner of the limited partnership, all of whose [**2]  stock is owned by Kobritz. Plaintiffs will be referred to as "the partnership" and/or "Kobritz," as the reference requires.

Defendants are Northeastern Baseball, Inc. (NBI), a Pennsylvania nonprofit corporation; the Multi-Purpose Stadium Authority (MPSA) of Lackawanna County, Pennsylvania, a county and state entity; and the International League of Professional Baseball Clubs, Inc., a nonprofit corporation organized under the laws of the State of Virginia. The International League is also a third-party plaintiff.

The focus of the case is the interpretation of a written contract dated September 3, 1986, between the three plaintiffs and NBI. The district court made extensive  [*216]  and detailed findings of fact and rulings of law. Triple-A Baseball Club Associates v. Northeastern Baseball, Inc., 655 F. Supp. 513 (D. Me. 1987). The crux of the court's opinion is its ruling that a key phrase in the contract was ambiguous and consequent nullification of the contract based on what it found from extrinsic evidence was the intent of the parties. We think this was error and hold that the plaintiffs and NBI are bound by the terms of the contract.

HOW THE GAME WAS [**3]  PLAYED

Before we step onto the playing field for this contract case, a little baseball background is necessary. Baseball is organized into Major Leagues and Minor Leagues. There are two leagues within Major League Baseball, the American League and the National League, containing a total of twenty-six Major League teams.

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832 F.2d 214 *; 1987 U.S. App. LEXIS 13711 **

Triple-A Baseball Club Associates, Et Al., Plaintiffs, Appellees, v. Northeastern Baseball, Inc., Defendant, Appellant. Triple-A Baseball Club Associates, Et Al., Plaintiffs, Appellants, v. Northeastern Baseball, Inc., Defendant, Appellee. Triple-A Baseball Club Associates, Et Al., Plaintiffs, Appellees, v. Northeastern Baseball, Inc., Et Al., Defendants, Appellees. International League of Professional Baseball Clubs, Defendant, Appellant

Prior History:  [**1]   Appeals from the United States District Court for the District of Maine, Hon. Gene Carter, U.S. District Judge.

CORE TERMS

League, franchise, Baseball, partnership, team, approve, best efforts, specific performance, Seller, damages, professional baseball, parties, Buyer, district court, indemnification, side agreement, major league, ambiguous, territory, terms, limited partnership, relinquishment, contingent, good faith, contracts, condition precedent, Associates, Player, terms of the contract, million dollars

Contracts Law, Contract Interpretation, Good Faith & Fair Dealing, Civil Procedure, Appeals, Standards of Review, General Overview, Ambiguities & Contra Proferentem, Defenses, Ambiguities & Mistakes, Contract Formation, Mistake, Business & Corporate Compliance, Contracts Law, Standards of Performance, Delivery & Tender, Remedies, Specific Performance, Real Property Law, Contracts of Sale, Period Between Execution & Closing, Tender of Performance, Purchase & Sale, Business & Corporate Law, Distributorships & Franchises, Assignments & Transfers, Equitable Relief, Types of Commercial Transactions, Sales of Goods, Replevin & Specific Performance, Commercial Law (UCC), Buyer Remedies, Sales (Article 2), Damages, Monetary Damages, Contract Terms, Gap Filler Provisions, Output, Exclusive & Requirements Agreements, General Provisions (Article 1), Application & Construction, Contract Provisions, Breach