Middendorf Wins Judgment For Over $500,000 Against Top Rank In Crawford Contract Dispute

Chris Middendorf's company Middendorf Sports won a judgment of $520,296.87 plus prejudgment interest in its suit against Top Rank in U.S. Federal Court, District of Nebraska, over their contractual percentage owed on Terence Crawford's purses for title defenses.  Judge John Gerrard issued the opinion on Sunday.

This suit was brought in January 2017 after Top Rank stopped paying a fee equal to 8% of Crawford's title defense purses which they contracted to pay Middendorf in an Agreement and Release that enabled Crawford to sign with Top Rank back in 2011.

The Court found that the language in the Agreement and Release was "unambiguous" that "Top Rank is obliged to pay Middendorf eight percent of Crawford's 'purse' for any Crawford "title defense" that Top Rank promotes pursuant to a promotional rights agreement."  The Court determined that the obligation to pay the fee did not terminate when Top Rank signed Crawford to an Exclusive Restated Promotional Agreement in 2014.  The Court had essentially made this determination in its opinion on Top Rank's motion for summary judgment back in April 2018.

The parties still had a dispute over the meaning of the terms "purse" and "title defense" and recently went to trial over these issues. 

Top Rank argued that the term "purse" did not include additional revenues from gate participation that were paid to Crawford. The Court disagreed and held that gate participation was also part of the purse. The Court found that the term "purse", within the meaning of the Agreement and Release, meant "simply the remuneration paid to Crawford."

Regarding the meaning of the term "title defense", Top Rank argued that a "unification bout" did not come under the definition of a "title defense" and was a separate type of bout where no fees were owed to Middendorf.  The Court found that "Top Rank's argument that the categories of "title defense" and "unification bout" are mutually exclusive is not supported by the evidence."  The Court reasoned that a bout can be both a unification and a title defense.

No word on whether Top Rank will appeal.

See the Court's Findings of Fact and Conclusions of Law:
See the Judgment:

Judge Denies Top Rank's Summary Judgment Motion in Middendorf Sports, Terence Crawford Case

Earlier this month in U.S. Federal Court, District of Nebraska, Judge John Gerrard emphatically denied Defendant Top Rank's Motion for Summary Judgment regarding the duration of the Promotional Agreement (PA) and Release in the case brought against them by Plaintiff Middendorf Sports (incorrectly spelled Mittendorf in the opinion).

The dispute involves a breach of contract alleged by Middendorf over an agreement by Top Rank to pay Middendorf fees on Terence Crawford's world title defenses.  Crawford was initially promoted by TKO Boxing Promotions, an entity in which Middendorf was a partner.  TKO ran into financial difficulties and assigned Crawford's contract to Middendorf Sports.  Middendorf then entered into a Release with Crawford allowing him to sign with Top Rank in exchange for a fee to be paid to Middendorf equal to 8% of Crawford's purses for any world title defenses promoted by Top Rank pursuant to the PA.

After Crawford became a world champion in March 2014, Top Rank duly paid Middendorf its agreed upon fees once Crawford started making title defenses.  In September 2014, Top Rank and Crawford renegotiated their agreement and entered into a Restated Promotional Rights Agreement (RPA).  Top Rank continued to pay Middendorf for Crawford's next three title defenses.  But in July 2016, Crawford fought a title unification bout against fellow Junior Welterweight Champion Victor Postal.  Middendorf alleges that Top Rank refused to pay the fees for the Postal fight claiming that it was a "unification fight" and not a "title defense".  Middendorf further alleges that Top Rank has failed to pay the fees for any Crawford title defense subsequent to the Postal fight.

Middendorf brought suit in January 2017.

Top Rank argued in their Summary Judgment Motion that once the original PA was terminated and they entered into the RPA, their obligation to pay fees to Middendorf ended.  Middendorf argued that the Release contained no term and did not expire at a fixed time.  Judge Gerrard opined that Top Rank's interpretation was "not supported by basic principles of contract interpretation . . . . Contract interpretation is a question of law, and if the language of the contract is clear and unambiguous, it will be enforced as written."  Judge Gerrard held that the phrase in the Release stating that Top Rank and Crawford would "enter into a promotional rights agreement" was open ended and did not specify a particular promotional rights agreement.

Top Rank further argued that interpreting the Release to have no fixed term would be allowing for a contract in perpetuity.  Judge Gerrard held that the contract obligation was not perpetual because "whether or not the obligation continued was in [Top Rank's] control."

Thus, the Court denied Top Rank's motion and found, as a matter of law and not as a question of fact for the jury, that "the unambiguous language of the Agreement and Release obliges Top Rank to pay Mittendorf (sic) eight percent of Crawford's purse for any Crawford title defense that Top Rank promotes pursuant to a promotional rights agreement."

This was a big win for Middendorf.  This was coupled with similarly strong language from another opinion issued by the Court on the same day denying a Motion in Limine by Top Rank to exclude the expert testimony of promoter/attorney Leon Margoles.  In that opinion, the Court stated that extrinsic evidence of the definition of the phrase "title defense" might be inadmissible because "the term isn't ambiguous."  The Court seems to have a clear reading of the language of the PA and Release in this case and it is seeing things Middendorf's way.

Next up in the discovery phase of this case is Terence Crawford's deposition.

See MSJ Opinion below:

See Motion in Limine Opinion re: Margoles Expert Testimony below:

Top Rank Files Motion for Summary Judgment in Middendorf-Crawford Contract Dispute

Attorneys for Top Rank have filed for summary judgment in the case brought against them by Middendorf Sports on the issues regarding the duration of the promotional agreement between Top Rank and Terence Crawford and release.  Middendorf is seeking payment for a number of Crawford bouts it claims it is owed pursuant to agreements it had with both Crawford and Top Rank.

For a recap of Middendorf's Second Amended Complaint please see this blog's summary.

District Judge John Gerrard, however, partially granted Top Rank's motion to file the summary judgment under seal to the extent that the moving papers and exhibits are only available to court users and the parties to the case.  Thus, the general public (and, it follows, the readers of this blog) do not have access to the documents.

As previously reported on this blog, this case was stayed in late October, 2017 as the parties tried to resolve it in mediation.  In early December, attorneys for Middendorf filed a Notice of Mediation Report informing the court that the mediation was held on November 27, 2017 and it was unsuccessful.  An Amended Final Progression Order was filed by the Magistrate Judge Susan Bazis setting the final discovery deadlines, including for Top Rank's motion for summary judgment re: the issue of duration of the Agreement and Release, which was to be filed by January 5, 2018.  Top Rank filed the motion on December 29, 2017.

Previous to all of this, in October 2017, Middendorf had attempted to file a Third Amended Complaint (which it also filed under seal).  Top Rank filed an opposition brief and Middendorf filed their reply brief, in which Middendorf dropped a cause of action from the Third Amended for tortious interference - all prior to the mediation stay.  Top Rank was allowed to file a sur-reply motion in late December.  The Court has not issued an opinion on whether Middendorf can file the Third Amended Complaint.

See many of the motions and orders mentioned below.

See Top Rank's Motion in Opposition to Middendorf's filing of a Third Amended Complaint:


See Middendorf's reply brief to Top Rank's Opp:


See Top Rank's Sur-reply:


See the Court's Progression Order:

See the Court's Order partially granting Top Rank's Motion to File under Seal its motion for summary judgment: