Amended Joint Pretrial Order, Statement of Undisputed Facts ¶ 21,
Kiam's Actions Following the Sale of the Patriots
85. Approximately two-and-a-half months after signing the
Release, Kiam sent the NFL a letter stating that he "certainly
would welcome [the] opportunity" to rejoin the NFL if that
opportunity arose. Tr. at 221 (Kiam), Defendants' Trial Ex. 399.
86. More than thirty months after signing the Release, Kiam filed
the instant lawsuit.
Facts Relevant to Jacksonville Jaguars, Ltd. (f/k/a Touchdown
87. Touchdown Jacksonville, Ltd. ("TDJ, Ltd.") was formed on or
about October 1, 1991, as a limited partnership. Seldin Affidavit
88. In October 1993, the NFL awarded an expansion franchise to
TDJ, Ltd. Seldin Affidavit ¶ 12.
89. In December 1993, TDJ, Ltd. changed its name to "Jacksonville
Jaguars, Ltd." and filed a certificate with the Secretary of
State of Florida to this effect. Seldin Affidavit ¶ 12.
PART AND PARCEL
The Plaintiffs seek to void the Release on the ground that it
was "part and parcel" of the alleged antitrust conspiracy. For
the reasons below, the Court rejects this attempt to escape the
effect of the Release.
A general release negotiated by experienced businessmen with
sophisticated legal counsel will bar federal statutory claims,
including antitrust claims. See Zenith Radio Corp. v. Hazeltine
Research, Inc., 401 U.S. 321, 347, 91 S.Ct. 795, 810, 28 L.Ed.2d
77 (1971) (stating that the scope of a release of antitrust
claims is determined by the intent of the parties); Ruskay v.
Waddell, 552 F.2d 392, 395 (2d Cir. 1977) (holding that a
release of federal securities law claims is enforceable); Ingram
Corp. v. J. Ray McDermott & Co., 698 F.2d 1295, 1313 (5th Cir.
1983) ("[A]n adequately drawn and validly executed release will
bar antitrust claims.") (citing additional cases); Northern Oil
Co., Inc. v. Standard Oil Co. of California, 761 F.2d 699, 705
(Temp.Emer.Ct.App. 1985) (Metzner, J.) ("There is no public
policy which prohibits an otherwise valid release from operating
to bar federal statutory causes of action.") cert. denied,
474 U.S. 821, 106 S.Ct. 73, 88 L.Ed.2d 59 (1985).
Assuming arguendo that the part and parcel theory is viable,
the undisputed evidence confirms that the Release here was, if
anything, an "outgrowth," rather than an integral part, of the
alleged conduct that Kiam challenges on the merits. Even under
the authorities cited by the plaintiffs, such a release cannot be
part and parcel of an antitrust conspiracy.
The genesis of the part and parcel theory appears to be dictum
from a 1935 decision in which the Supreme Court refused to reach
the part and parcel issue. Radio Corp. v. Raytheon Mfg. Co.,
296 U.S. 459, 56 S.Ct. 297, 80 L.Ed. 327 (1935). In that case,
filed at law, the defendant sought to force the case into a court
of equity. The Supreme Court expressly refused to address
plaintiffs' argument that its release "was so connected with the
unlawful combination and monopoly as to be inoperative at law."
See id. at 462, 463, 56 S.Ct. 297. The Court held that "a court
of equity must decline at this stage to adjudicate the validity
of the release . . ., leaving that issue along with others to
adjudication at law." Id. at 463, 56 S.Ct. 297.
The majority of courts to address the part and parcel theory
have declined to apply it. The Third Circuit, for example, has
held: "[W]e are not able to imagine any meaningful way in which
the obtaining of a release could be, in appellant's own words,
`part of and in furtherance of the continuing conspiracy among
the defendants about which plaintiffs complain.'" Taxin v. Food
Fair Stores, Inc., 287 F.2d
448, 451 (3d Cir.), cert. denied, 366 U.S. 930, 81 S.Ct. 1651,
6 L.Ed.2d 389 (1961). The Fifth Circuit reached the same
conclusion, declining to "usher in that day" when a plaintiff
could bring an antitrust claim notwithstanding its having signed
an otherwise valid release. Ingram Corp. v. J. Ray McDermott &
Co., 698 F.2d 1295, 1315 (5th Cir. 1983). And in Northern Oil
Co. Inc. v. Standard Oil Co. of California, 761 F.2d 699
(Temp.Emer.Ct.App. 1985), Judge Metzner rejected the part and
parcel theory, expressly refusing to accept plaintiffs' argument
that Ingram (or any other case) "provided another means in
addition to a fraudulent inducement claim to attack the validity
of a release." Id. at 706.
For a release to be part and parcel of an antitrust conspiracy,
it must be obtained through coercion or duress caused by the
defendants' conspiracy. See, e.g., Raytheon, 296 U.S. at 460,
56 S.Ct. 297 (plaintiffs allege that "`because . . . of the
illegal duress' imposed by the monopoly, [they] were compelled .
. . to execute a release"). Plaintiffs fail to identify any case
in which a court even considered a part and parcel claim in the
absence of duress. Plaintiffs rely only on dictum in Traffic
Scan Network, Inc. v. Winston, 1993-2 Trade Cas. § 70,414
(E.D.La. 1993). But the plaintiff in Traffic Scan alleged "that
the release was presented to it at the `eleventh hour' and was
finally executed only because there was no alternative." Id. at
71,195. Given that the jury in the duress trial rejected such
allegations on the facts here, Traffic Scan offers no support
for the plaintiffs' attempt to invoke the part and parcel theory
in the absence of duress or coercion.
In addition, "if the release is merely an outgrowth, rather
than a cause, of the violation, it cannot be part of any . . .
scheme" that would bar its enforcement. Northern Oil, 761 F.2d
at 706. Accord Ingram, 698 F.2d at 1315; see also, e.g.,
Dobbins v. Kawasaki Motors Corp., 362 F. Supp. 54, 58 (D.Or.
1973) (to invoke the "part and parcel theory," the release must
be "an object of the combination or conspiracy . . . or an
integral part of the scheme") (emphasis supplied). Thus, even
if there were some legal basis for the part and parcel theory,
and even if economic duress were proved, a plaintiff would also
have to establish that the release bears a "special or unusual
relation . . . to the general conspiracy." Taxin, 287 F.2d at
451. Accord S.E. Rondon, 288 F. Supp. at 882; California
Concrete Pipe Co. v. American Pipe & Constr. Co., 288 F. Supp. 823,
828 (C.D.Cal. 1968).*fn6 The undisputed evidence precludes
such a finding here.
• The conduct that Kiam claims harmed him occurred
well before the release was ever sought. See,
e.g., Kiam 1995 Dep. at 152 ("The release actually
took place a year later than those conversations"
between the NFL and Jacksonville representatives.).
• The release was sought only after Kiam had entered
into a contract committing that he would not move
the club until after the 1993 NFL season unless the
NFL approved. See Trial Tr. at 186 (Kiam)
(Question: "And you committed that the Patriots
would continue to play their home games in New
England through at least the 1993 NFL season; did
you not?" Answer: "That is correct sir."). See
generally, e.g., Taxin, 287 F.2d at 451 ("In
simple logic a release given on [May 8, 1992] could
not facilitate any restraint of trade which had
already been accomplished.").
• The release was sought pursuant to a policy that
was associated with sales of club ownership (not
relocation), and had previously been applied to
selling owners who had no interest in relocating.
See Tr. at 900-01 (Tagliabue), 1088-89 (Moyer).
• The release was sought only after Kiam had already
agreed to sell the Patriots. "[B]y the time that
[Kiam] first learned that had the National Football
league wanted a release, [he] had already reached
an agreement to the material terms of [the]
transaction . . . to sell the Patriots to Mr.
Orthwein." Kiam 1995 Dep. at 13; see id. at 21 ("
. . . we had finalized everything . . . the details
were done, we were ready to sign.").
The plaintiffs argue that because the NFL has a policy of
obtaining releases in order to limit antitrust litigation, the
Release is void because it is an "integral part" of a larger
conspiracy to prevent NFL teams from relocating. However, every
release is designed to prevent litigation, and releases are often
sought in order to limit particular classes of liability. It goes
too far to argue that a policy of obtaining releases transforms
an otherwise valid release into a legal nullity. Even if the
Court were to accept the part and parcel theory, it finds no
precedent supporting such a broad expansion of the theory's