Tortious Interference And How It Saved The Minnesota Twins
With the end of the 2014 major league baseball season, we figured it was a good time to explain how the theory of tortious inference with a contract saved major league baseball from leaving the great State of Minnesota. According to our in-house Chicago Cubs fan, Chuck, however, it may be debatable to call what the Minnesota Twins have played these past three seasons “baseball.”
Nevertheless, we have a whole new season to look forward to next year with optimism—a season that will take away our memories of this awful 2014 season.
This story requires us to go way back, back to those days when the Twins still played baseball under a white ceiling on artificial turf. Back to the days when the Twins played in that marshmallow top building called the Metrodome. A long time back, back to 2001…
2001 was the year Major League Baseball (“MLB”) was considering the elimination of two baseball teams. Just prior to MLB’s threat of elimination, however, the Twins had exercised an option to lease the Metrodome for the 2002 season. Under this lease, the Twins were not charged any rent for the use of the Metrodome for home games or for use of year-round locker and office space. The Twins were responsible to contribute minimally to the Metrodome’s utilities, upkeep and maintenance costs. The Twins and Metrodome agreed to share revenue received from concession sales and advertising at the Metrodome.
The major benefit to the Metrodome under the lease agreement was that the Twins had promised to play baseball at the Metrodome for the entire 2002 season. If the Twins failed to play baseball at the Metrodome for the 2002 season, the Twins would be in default in their agreement with the Metrodome.
With rumors swirling around that MLB would be eliminating teams, the Metrodome naturally became concerned that the Twins might not be playing at the Metrodome in 2002 and would default on their agreement. So, what did the Metrodome do to prevent the elimination of the Minnesota Twins from baseball? Yep, you guessed it, they brought a lawsuit against the Minnesota Twins and MLB.
The Metrodome brought a lawsuit asking for an injunction against the Minnesota Twins and MLB. An injunction is a court order requiring someone to do or to stop doing a specific action. In this case, the Metrodome was asking the court to order that MLB be prohibited from eliminating the Minnesota Twins franchise from baseball. The Metrodome argued that the elimination would interfere with the contract between the Minnesota Twins and the Metrodome. Essentially, the Metrodome used the theory of tortious interference with a contract to make its case for an injunction.
"The elimination of the Minnesota Twins would interfere with the contract with the Metrodome and the Twins"
First, we should explain that “tortious” does not refer to a delicious, rich, layered tart. Rather, the word “tortious” refers to a wrongful act or infringement of a right resulting in legal liability. Not as fun, huh? This is unless you consider that it was a “tortious” act that kept America’s Favorite Pastime in Minnesota.
What is tortious interference with a contract?
Believe it or not, we have been asked this question by many of our clients. Tortious interference of a contract requires proof of five elements:
• The existence of a contract;
• The alleged wrongdoer’s knowledge that the contract exists;
• The wrongdoer intentionally brings about its breach;
• The breach of the contract is without justification; and
• The breach results in damages.
So, let’s apply the legal elements to this case between the Metrodome, the Minnesota Twins and MLB.
1. The existence of a contract.
In this case, we need to look to determine whether a contract existed between the Metrodome and the Minnesota Twins. In September of 2001, the Twins exercised their option to extend their lease to the Metrodome to the 2002 season. Since a lease agreement is nothing more than a specific kind of contract, a contract did exist between the Metrodome and Minnesota Twins and, thus, the first legal element is satisfied.
2. The alleged wrongdoer’s knowledge that the contract exists.
Who is the “wrongdoer” in our story, you ask? Major League Baseball is. Although MLB did not have a contract directly with the Metrodome, the Twins did, and there is no question that MLB knew that this contract existed. Therefore, MLB had knowledge of the contract and thus we meet the second legal element of the five part test.
3. The wrongdoer intentionally brings about its breach.
This is a little more of an intriguing question. At the time this lawsuit was brought, MLB had not decided which teams it would eliminate or whether it was going to eliminate any teams at all. Generally, a lawsuit is not allowed to be brought by a party based upon mere speculation that a harm might occur in the future. The harm must have occurred already or be very likely to occur if the court does not take action immediately. The courts often distinguish cases by saying that a lawsuit is “ripe” (harm has or is very likely to occur) or “unripe” (the harm is based on speculation). The harm alleged by the Metrodome in this case was that it was possible that MLB might eliminate two baseball franchises.
Putting those arguments aside for now, the elimination of the Twins would surely bring about the breach of the contract between the Metrodome and the Twins to play the 2002 season and this breach would be the result of an intentional action by MLB. Based upon MLB’s actions, the Metrodome has met the legal requirements of element number three.
4. The breach of the contract is without justification.
Well, again according to Chuck (our resident Cubs fan) this may be debatable. If this same question was posed to the court today, the court may have concluded that the elimination of the Twins from MLB was justified. However, thankfully, in 2001 the Twins had finished second in the division, only six games back from first place.
Although the Court of Appeals did not specifically address this element, it included some interesting testimony from MLB’s baseball commissioner, Bud Selig, which showed that the breach of the contract was without justification. Selig, in a statement before the United States Congress, said that the loss or “the removal of live professional baseball from communities that have hosted major league [sic] for decades” could result in irreparable injury to fans. Selig also stated in earlier testimony that “Major League Baseball should vigilantly enforce strong policies prohibiting clubs from abandoning local communities which have supported them.” As a side note, this is a very good example of why one needs to be very careful of what they say on the record as it may to come back to bite them. I don’t think Selig has ever learned this lesson. Needless to say, based upon Selig’s own words, I can’t think of any justification to cause the breach of the contract between the Metrodome and Twins. Therefore, the Metrodome meets the requirement of legal element number four.
5. The breach results in damages.
At the time the lawsuit was commenced, arguably, the Metrodome had not incurred any damages –the Twins had not been eliminated from baseball and they were still scheduled to play in 2002. This issue is similar to the question discussed above as to whether the lawsuit was “ripe.”
However, if we assume that the Twins were eliminated, there is no question that the Metrodome would have been damaged. Specifically, the Metrodome’s only income from the lease was the concessions and advertising revenue that was generated directly from the Twins playing home games in the Metrodome. The court decided that the legal requirements of element five were met.
Since the Metrodome had proven the five elements of tortious interference with a contract, the court granted the Metrodome’s injunction and prevented MLB from eliminating the Twins. So, as you sit back and dream about the 2015 season, remember that it was tortious interference with a contract that made it all possible.