SUPREME COURT OF THE STATE OF NEW YORK

COUNTY OF NEW YORK

TCR SPORTS BROADCASTING HOLDING, LLP,
Petitioner,
-against-
WN PARTNER, LLC; NINE SPORTS HOLDING,
LLC; WASHINGTON NATIONALS BASEBALL
CLUB, LLC; THE OFFICE OF COMMISSIONER OF
BASEBALL; and ALLAN H. "BUD" SELIG, AS
COMMISSIONER OF MAJOR LEAGUE BASEBALL,
Respondents,
-and-
THE BALTIMORE ORIOLES BASEBALL CLUB and
BALTIMORE ORIOLES LIMITED PARTNERSHIP,
in its capacity as managing partner ofTCR SPORTS
BROADCASTING HOLDING, LLP,
Nominal Res ondents.
Index No. 652044/2014
(lAS Part 41)
RESPONDENT THE OFFICE OF COMMISSIONER
OF BASEBALL'S MEMORANDUM IN OPPOSITION TO
PETITIONER'S APPLICATION FOR AN ORDER TO SHOW CAUSE
Brendan V. Sullivan, Jr.
John J. Buckley, Jr.
Barry S. Simon
WILLIAMS & CONNOLLY LLP
725 Twelfth Street, N.W.
Washington, DC 20005
Tel: (202) 434-5000
Fax: (202) 434-5029
Attorneys for The Office of Commissioner of
Baseball and Allan H. "Bud" Selig, As
Commissioner of Major League Baseball
FILED: NEW YORK COUNTY CLERK 08/07/2014 02:37 PM
INDEX NO. 652044/2014
NYSCEF DOC. NO. 50 RECEIVED NYSCEF: 08/07/2014
Respondent The Office of Commissioner of Baseball ("Commissioner")
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submits this
memorandum in opposition to the application for an order to show cause submitted by Petitioner
TCR Sports Broadcasting Holding, LLP, d/b/a Mid-Atlantic Sports Network ("MASN")?
MASN meets none of the requirements for a temporary restraining order. Most notably, there is
and can be no irreparable harm to MASN as this is a dispute about money between fully solvent
parties. The threatened Notice ofTermination of which MASN complains can be
extinguished-immediately-by MASN itself through the payment of amounts that MASN owes
for 2014 to the Washington Nationals Baseball Club, LLC ("Nationals"), as the Commissioner
already has directed MASN to do by August 6, 2014.
In his letter of July 30, 2014, the Commissioner, exercising his powers under the Major
League Constitution and other agreements that provided him authority to act, including the
partnership agreement between MASN and the Nationals, directed MASN to pay the Nationals
the amounts due for 2014. The Commissioner further directed the Nationals, upon receipt of
such payments, to withdraw their Notice of Default dated May 30, 2014. The Nationals have
represented that they will comply with the Commissioner's directive to withdraw the Notice of
Default upon receipt of payment. The Commissioner's July 30, 2014letter further specified that
if the interim amount that MASN is obligated to pay the Nationals for 2014 under the decision of
the Revenue Sharing Definitions Committee ("RSDC")
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is modified as a result of the pending
1
Respondent Allan H. "Bud" Selig, as the Commissioner of Major League Baseball, joins this
submission.
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The Commissioner understands that a motion to seal the entire case file for this matter is
pending, joins in that request, and submits this Memorandum with the understanding that it will
be covered by the pending motion to seal.
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The Commissioner did not order MASN, at this time, to pay to the Nationals the amounts due
for 2012 and 2013. Nor did the Commissioner order MASN to pay the Orioles the amounts due
under the RSDC's decision.
arbitration before the American Arbitration Association ("AAA"), the Nationals would be
required to reimburse MASN for any overpayments, with interest. MASN's compliance with the
Commissioner's directive would avoid all of the alleged problems of termination that MASN
raises. Thus, even ifMASN were to succeed with its arbitral challenge to the RSDC's decision,
the only harm MASN could suffer is a temporary economic loss that the wholly solvent
Nationals can repay in full (with interest). As a matter oflaw, that is not irreparable harm. See,
e.g., EdCia Corp. v. McCormack, 44 A.D.3d 991, 994 (2d Dep't 2007) ("Economic loss, which
is compensable by money damages, does not constitute irreparable harm."). That principle is
especially robust when, as here, there is no question concerning the defendant's ability to pay.
See Rosenthal v. Rochester Button Co., Inc., 148 A.D.2d 375, 376-77 (1st Dep't 1989) (denying
injunctive relief because plaintiffs failed to demonstrate that defendant was in financial distress
and likely to be unable to pay any future judgment).
Moreover, even ifMASN did not make the interim payment prior to August 7, 2014 and
the Nationals issued a Notice of Termination, MASN would still have the right to cure based on
the underlying contract, and avoid termination of its broadcast rights. The contract permits
MASN to cure any default predicated on the delinquent payment of rights fees by paying those
fees, with interest, at any time prior to a court's final determination of the breach.
Finally, MASN's petition to vacate is not properly before this Court because the March
28, 2005 Agreement requires the parties to arbitrate any disputes that they may have. Section
8.C. of that Agreement precludes MASN from raising before this Court its various challenges to
the RSDC decision. Indeed, MASN has already invoked that arbitral process, and MASN' s
arbitral claims encompass all ofthe issues that MASN seeks to bring before this Court. The
AAA has started the process of organizing the contractually required mediation and, if necessary,
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arbitration that will resolve any remaining disputes. This Court is obligated to defer to those
mandatory, unquestionably fair arbitration procedures. 9 U.S.C. 3; CPLR 2201 & 7503.
MASN's petition to vacate is a waste of judicial resources and an ongoing violation of
the Major League Constitution's prohibition on litigation between or among Major League
Baseball Clubs (like the Nationals and the Orioles) and Major League entities (like MASN and
the Commissioner). See Major League Constitution, Art. VI. In any event, MASN is unlikely to
prevail on its claims, even in the arbitral forum in which they are properly raised. MASN knew
of all of the issues about which it now complains, either when it signed the March 28, 2005
Agreement or in the more than two years between the initiation of the RSDC process-in which
MASN admittedly participated-and the issuance of its decision. MASN has waived those
claims. See Westinghouse Elec. Corp. v. NY. City Transit Auth., 82 N.Y.2d 47, 51, 55 (1993)
(rejecting challenge to contractual ADR procedure that empowered an employee of one ofthe
parties to resolve any disputes, subject only to limited review, and explaining that a party
"should not be able to slip out of the deal after it eventually found the [ADR] mechanism did not
result in decisions favorable to it.").
Furthermore, MASN's bogus claims of fraud and corruption-all tellingly proffered
"upon information and belief' (Pet'n ,, 13, 16, 71, 73}-have absolutely no factual basis.
Indeed, MASN knowingly agreed to submit any dispute regarding the fair market value of the
Nationals' television rights to the RSDC, which is a committee of three Club officials appointed
by the Commissioner. The RSDC members were appointed by the Commissioner prior to the
existence of this dispute. MASN has not (and cannot) set forth any facts that would support a
finding that the RSDC members, who are officials of the New York Mets, Tampa Bay Rays, and
Pittsburgh Pirates, respectively, had any bias or animus toward either Club in this dispute or
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MASN. But these are issues that cannot and should not be addressed in this forwn, and the
Conunissioner will not do so during this manufactured "emergency." The Court should deny the
application and permit the governing dispute resolution process to run its course unimpeded.
Dated: August 7, 2014
Washington, DC
Pro hac vice application forthcoming.
WILLIAMS & CONNOLLY LLP

Brendan V. Sullivan, Jr.*
John J. Buckley, Jr.
Barry S. Simon"'
725 Twelfth Street, N.W.
Washington, DC 20005
Tel: (202) 434-5000
Fax: (202) 434-5029
Attorneys for The Office of Commissioner
of Baseball and Allan H "Bud" Selig, As
Commissioner of Major League Baseball
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