World of Boxing LLC v. King
World of Boxing LLC v. King
Opinion of the Court
OPINION AND ORDER
I. INTRODUCTION
On October 1, 2014, I ruled that Don King, doing business as Don King Productions, breached his agreement with Vladimir Hrunov and Audrey Ryabinskiy, who do business as World of Boxing (collectively “WOB”), when he failed to' “cause Guillermo Jones to participate in [a] bout” against Denis Lebedev (“the bout”).
II. BACKGROUND
Because WOB’s “lost profits” — ie., its expectation damages — “cannot be reasonably quantified,” it seeks instead to recover the costs it- incurred in anticipation of the bout.
King has raised two arguments. First, he maintains that WOB should not be able to recover the $250,000 that was immediately payable to him upon execution of the Agreement. According to King, the disposition of that sum is governed by the terms of the Agreement, which earmarks the $250,000 as a “non-refundable” payment to King, to be retained “whether or not the bout occur[s].”
Summary judgment is appropriate “only where, construing all the evidence in the light most favorable to the [non-moving party] and drawing all reasonable inferences in that party’s favor, there is no genuine issue as to any material fact and ... the movant is entitled to judgment as a matter of law.”
IV. APPLICABLE LAW
New York courts have long distinguished between two different forms of redress in breach of contract suits: “expectation damages” and “reliance damages.”
To calculate reliance damages, courts must assess the costs that “a plaintiff [incurred from] ... ‘expenditures made in preparation for performance or in performance, less any loss that ... the injured party would have suffered had the contract been performed.’ ”
Typically, the party who moves for summary judgment bears the burden of demonstrating that no material dispute of fact exists. In this context, however, it is the party in breach—in this case, King— that bears the burden of “provfing] with reasonable certainty” what losses the “injured party would have suffered” in the event that all contractual obligations had been properly discharged.
V. DISCUSSION
A. The Escrow Account
King’s position—which WQB makes no effort to contest—is that under the terms of the Agreement, $250,000 of the $800,000 deposit was intended as an “immediately payable,” non-refundable signing bonus.
B. The Preparatory Expenditures
King does not argue that WOB’s preparatory expenditures are improperly calculated.
King’s argument rests on the premise that WOB stood to derive only one type of benefit from the bout, had the bout gone forward—revenue already realized from ticket sales prior to the breach. This premise is erroneous. In fact, there are (at least) two other types of benefits that WOB might have enjoyed in connection with the bout.
First, WOB might well have realized revenue during and after the bout. Maxim Kopylkov, custodian of financial records for the WOB, testified that WOB “expected to receive an undetermined amount of revenue from the television broadcast of [the bout] and from business generated by
King has not sustained his burden. He has offered no theory — much less any factual material — to suggest that WOB would have seen no financial upside from the television broadcasting of such a hotly anticipated match.
Second, WOB might have expected to derive future benefits from the bout — benefits that would not be manifest in immediate revenue, but that would nevertheless make the bout a worthwhile investment for WOB. Indeed, this possibility underscores the conceptual error at the heart of King’s position. It disregards the fact that businesses can — and often do — engage in rational loss-leading. There are numerous ways that WOB might have derived value from the bout after the fact. Post-event gains might have included, for example, profit from future re-broadcasting; the benefit of a continued business relationship
By way of analogy, imagine if a young art dealer, eager to promote her first gallery, entered into the following arrangement with a famous artist — she will pay him $5,000, and he will visit the gallery to give a lecture about this work. Having scheduled the event, the gallery owner sends out invitations, and she hires caterers, a live band, and security personnel— all of which costs her (a non-refundable) $10,000. The night before he is supposed to speak, the artist backs out, forcing the gallery owner to cancel the event. She sues him for breach of contract, seeking $10,000 in reliance damages. In response, the artist argues that the gallery owner stood to derive no profit from the event— indeed, she stood to lose $15,000 — so any reliance damages should be offset to zero.
The artist’s logic, which is also King’s logic, is flawed. It misses the point — even if it is accurate — to say that the gallery owner was not going to derive an immediate financial benefit from the event. That was not the event’s purpose. Rather, the event was a capital investment, which the gallery owner thought would pay off in the future. In the real world, many investments are made without a guarantee "of return, and some are even made with the explicit intention of losing money — at least in the short-term. A theory of contract damages that fails to account for this reality cannot be right.
Indeed, this is exactly why a breaching party bears the burden of “proving] with reasonable certainty” that losses would have occurred absent a breach.
Ultimately, King has extrapolated the wrong principle from the casé law. In his view, if a breached contract was not going to yield an immediate and direct financial benefit, no reliance damages should be awarded. But the correct principle is narrower, and — as one might expect — more favorable to injured parties. Plaintiffs who prevail on breach of contract claims may recover full reliance damages unless there is evidence that completion of the contract could not possibly have resulted in gain." Hferé, that is plainly not the case. WOB is entitled to recover its preparatory costs.
C. Offsetting Reliance Damages Against Retained Revenue
Putting the foregoing analysis to one side, King is certainly right about one thing. Reliance damages are about restoration. They strive to “place [injured parties]'in the same position as they were
VI. CONCLUSION
For the reasons set forth above, WOB is entitled to two remedies. First, the money currently in the escrow account must be returned to WOB. Second, King must pay WOB an amount equal to the costs enumerated in WOB’s moving papers,
(1) The $800,000 initially paid to King (which accounts for the money currently in escrow, plus the $250,000 non-refundable portion distributed to King);
(2) The revenue that WOB has retained from non-refunded ticket sales.
WOB is also entitled to prejudgment interest on the resulting sum,
WOB is ordered to submit a proposed final judgment, calculating the exact damages award in accordance with this Opinion, no later than close of business on February 9, 2015. The Clerk of the Court is directed to close this motion (Dkt. No. 43).
SO ORDERED.
. See World of Boxing LLC v. King, 56 F.Supp.3d 507 (S.D.N.Y. 2014). For the purposes of this Opinion, familiarity with the underlying facts is presumed.
. Plaintiffs' Memorandum of Law in Support of Summary Judgment ("Pl. Mem.”), .at 1.
. Plaintiffs’ 56.1 Statement of Undisputed Facts ("Pl. 56.1”), ¶ 9. Accord Defendants’ Response to Plaintiffs’ 56.1 Statement of Undisputed Facts ("Def. 56.1”), ¶ 9.
. See List of Payments, Exhibit ("Ex.”) A to 12/09/14 Declaration of Maxim Kopylkov, Custodian of Financial Records for the World Boxing Association ("Kopylkov Decl.”).
. See Pl. 56.1 ¶ 12; Def. 56.1 ¶ 12.
. See Defendants’ Memorandum in Opposition to Summary Judgment ("Opp. Mem.”), at 13.
. Id.
. Id. at 5-6.
. See id. at 10-11.
. To be clear, King is not disputing that WOB did, in fact, incur the preparatory costs it claims to have incurred. The only material dispute of fact concerns the extent of WOB’s
. Rivera v. Rochester Genesee Reg’l Transp. Auth., 743 F.3d 11, 19 (2d Cir. 2014) (internal citations omitted). Accord Whethers v. Nassau Health Care Corp., 578 Fed.Appx. 34, 35 (2d Cir. 2014) (quoting Matsushita v. Zenith Radio, 475 U.S. 574, 587, 106 S.Ct. 1348, 89 L.Ed.2d 538 (1986)) (“Summary judgment is appropriate ‘[w]here the record taken as a whole could not lead a rational trier of fact to find for the non-moving party.’ ”).
. The agreement between the parties was governed by New York law. See Agreement In Principle, Ex. A to 7/22/14 Declaration of Olga Korobova, Custodian of Records for the World Boxing Association ("Korobova Decl.”), § III ¶ 9.
. See Restatement (Second) of Contracts (“Second Restatement”), § 347 (1981) (“[T]he injured party has a right to damages based on his expectation interest as measured by the loss in the value to him of the other party’s performance caused by its failure or deficiency, plus any other loss, including incidental or consequential loss, caused by the breach, less any cost or other loss that he has avoided by not having to perform.”).
. Clifford R. Gray, Inc. v. LeChase Const. Services, 51 A.D.3d 1169, 857 N.Y.S.2d 347, 349 (3d Dep’t 2008) (explaining that the purpose of reliance damages is to return "the non-breaching party to the position it would have been in had it not relied on defendant’s alleged promise").
. Farash v. Sykes Datatronics, 59 N.Y.2d 500, 465 N.Y.S.2d 917, 919, 452 N.E.2d 1245 (1983)
. The agreement between the parties was governed by New York law. See Agreement In Principle, Ex. A to 7/22/14 Declaration of Olga Korobova, Custodian of Records for the World Boxing Association ("Korobova Decl.”), § III ¶ 9.
. St. Lawrence Factory Stores v. Ogdensburg Bridge & Port Auth., 13 N.Y.3d 204, 208, 889 N.Y.S.2d 534, 918 N.E.2d 124 (2009).
. Id. (quoting Second Restatement § 349).
. Bausch & Lomb, Inc. v. Bressler, 977 F.2d 720, 729 (2d Cir. 1992) (applying New York law). Accord V.S. Int'l v. Boyden World Corp., 862 F.Supp. 1188, 1198 (S.D.N.Y. 1994) (describing the offset principle as an anti-windfall mechanism).
. Bausch & Lomb, 977 F.2d at 729.
. St. Lawrence Factory Stores, 13 N.Y.3d at 208, 889 N.Y.S.2d 534, 918 N.E.2d 124.
. Escrow Agreement, Ex. C to Korobova Deck § 4(i).
.Id. § 4(iii).
. See id. (providing, in case the bout does not take place, that the “remaining amount of the deposit”—i.e., the original deposit minus the $250,000, adjusted for fees and interest— should be returned to WOB) (emphasis added).
. Or—to the extent that King does dispute WOB’s claimed preparatory expenses—it is only insofar as WOB categorized the $250,000 as a preparatory expenditure. This is an issue of labels, not substance.
. Kopylkov Deck 1Í 6.
. See Opp. Mem. at 8 (noting that WOB "[has] not produce[d] any documents in support of these phantom and ‘undetermined’ amounts of revenue”).
. In this regard, King's main argument is that WOB "[has] not produced a contract, or any other document, regarding the broadcast of [the bout] and any potential related revenue.” Opp. Mem. at 9. Apart from failing as an evidentiary matter — i.e., WOB’s failure to identify a document codifying broadcasting rights does not prove that it would receive no broadcasting revenue — this argument also distorts the record. Kopylkov testified in his deposition that in fact there was a framework in place for calculating WOB’s broadcasting revenue, and that it would be based on the ratings of the broadcast. See 12/19/34 Deposition Transcript of Maxim Kopylkov, Ex. B to Declaration of Matthew Grant, Counsel for WOB, at 208-210.
.If King is correct — that pre-bout ticket sales were going to be WOB’s sole source of revenue from the bout — WOB was not just running a marginal loss; it was running a loss of more than ten times its total revenue. WOB sold approximately $175,000 in tickets, but it laid out slightly more than $1.8 million, when the full value of the escrow account (which would have been liquidated to King if the bout had occurred) is included. See Escrow Agreement § 4(ii). That is a staggering loss-to-gain ratio.
. St. Lawrence Factory Stores, 13 N.Y.3d at 208, 889 N.Y.S.2d 534, 918 N.E.2d 124.
. St. Lawrence Factory Stores v. Ogdensburg Bridge & Port Auth., 121 A.D.3d 1226, 994 N.Y.S.2d 704, 707 (3d Dep’t 2014).
. Boyden World. Corp., 862 F.Supp. at 1198.
. See Pl. Mem. 6-7.
. King has offered no argument against assessing prejudgment interest. Nor could he. It is black letter New York law that parties that prevail on breach of contract claims are presumptively entitled to collect prejudgment interest in addition to contract damages. See N.Y. C.P.L.R. § 5001(a) (“Interest shall be recovered upon a sum awarded because of a breach of performance of a contract.”) (emphasis added). See also J. D'Addario & Co. v. Embassy Indus., 20 N.Y.3d 113, 117, 957 N.Y.S.2d 275, 980 N.E.2d 940 (2012) (explaining that assessing prejudgment interest is mandatory unless the parties have explicitly “specif[ied] [an] exclusive remedy” in lieu of such interest).
.N.Y. C.P.L.R. § 5001(b) ("[Prejudgment] [ijnterest shall be computed from the earliest ascertainable date the cause of action existed.”).
Reference
- Full Case Name
- WORLD OF BOXING LLC, Vladimir Hrunov, and Andrey Ryabinskiy v. Don KING and Don King Productions, Inc.
- Cited By
- 4 cases
- Status
- Published