Joyner was also kind enough to share a copy of the answer and cross-claim, which I have now reviewed.
With respect to its answer, Zuffa denies most allegations or denies information sufficient to form a belief as to the truth of the allegations (in other words, Zuffa claims it can't say at this point whether the allegations are true), which has the effect of a denial.
Notably, Zuffa admits that Marc Ratner attended the Primm Event, but denies the remaining allegations in that paragraph of the complaint. Remember, this paragraph was the one in which SRI alleged as follows:
On or about May 24, 2009, Defendant's Vice President of Government and Regulatory Affairs, Mr. Marc Ratner, attended the Primm Event. Plaintiff s Chief Executive Officer, Mr. John Wirt, spoke with Mr. Ratner at the Primm Event and told Mr. Ratner that Mr. Nelson was not only assisting SRI's matchmaker for the MMA bouts on the Primm Event, but also that Mr. Nelson was under contract with SRI as a fighter. Mr. Ratner also spoke separately with Mr. Nelson while at the Primm Event.Turning to its cross-claim, Zuffa alleges that as a condition of participation in the Ultimate Fighter 10, "each fighter enters in to an Exclusive Promotional and Ancillary Rights Agreement [] with Zuffa that is contingent upon the fighter becoming one of the two finalists in his respective weight division."
Zuffa alleges that Nelson signed the promotional agreement, which allegedly provides at Article 15, inter alia, that "he was 'free to enter in this [Promotional] Agreement and has not heretofore and will not hereafter enter into any contract, option, agreement or understanding, whether oral or written, which conflicts with the provisions hereof[.]'"
Further, the cross-claim alleges that Nelson represented that "''there are no claims or arbitration, mediation, or litigation pending or threatened affecting [Nelson] that would or could interfere with [Nelson's] :full and complete performance hereunder or the free and unimpaired exercise by ZUFFA of any of the Rights[.]'"
In addition, Zuffa alleges that as one of the two finalists of the Ultimate Fighter:
Nelson was required to and did execute a separate Bout Agreement with Zuffa on October 30, 2009. In Section 6 of the Bout Agreement, Nelson confirmed the accuracy of the representations and warranties contained in the Promotional Agreement and further represented and warranted, inter alia, that "Fighter is free to enter into this Bout Agreement, that Fighter is not now a party to, and will not prior to the Bout enter into, any contract of agreement for Fighter to participate as a contestant in any fighting contest which would occur prior to or after the Bout, or within the term of the Promotional Agreement."Zuffa also alleges that on October 30, 2009, "Nelson's attorney, Rodney Donohoo, expressly represented to Zuffa in writing that 'I am aware of no contractual obligations which would interfere with Mr. Nelson's obligations to your organization.'"
Finally, and as I predicted, the cross-claim alleges that:
Article 17 of the Promotional Agreement provides that Nelson shall "indemnify, defend and hold harmless ZUFFA . . . . from and against any claims, actions, proceedings, expenses (including attorneys' fees of counsel of indemnified party's choice, as and when incurred) and damages arising from or relating to .... the inaccuracy of any of Fighter's representations, warranties or covenants contained herein or within any Bout Agreement."Zuffa asserts two cross-claims.
The first, for alleged breach of contract, essentially is contingent on SRI's success on the merits of its claim. In other words, only if SRI is right that Nelson was under contract and has breached his obligations to SRI, would Zuffa have a claim that Nelson breached his obligations under his relevant agreements with Zuffa.
The second claim, for alleged indemnification, also alleges that "[i]n the event Zuffa is held liable to Square Ring it will be entitled to indemnification from Nelson for all sums legally owed to Square Ring as a result of the complained of incidents." Thus, if SRI is right, Zuffa seeks indemnification for any damages it may be required to pay.
Zuffa also alleges, however, that it "has been forced to retain the services of an attorney and is contractually entitled to payment by Nelson of its attorney's fees and costs for having to defend this action." Thus, it would appear that Zuffa is seeking its fees now and as they are incurred.
Zuffa would appear to be entitled to these fees given the allegation that it is already incurring legal fees defending this action and Nelson is obligated to indemnify and defend Zuffa from and against any claims, actions, proceedings, expenses (including attorneys' fees of counsel of indemnified party's choice, as and when incurred) arising from or relating to .... the inaccuracy of any of Fighter's representations, warranties or covenants contained herein or within any Bout Agreement."
Clearly the claims here against Zuffa allegedly arise or relate to alleged inaccurate representations and warranties by Nelson.
The interesting question is whether, if Nelson ultimately prevails against SRI, Nelson could seek to recoup those expenses because there would be nothing inaccurate about his representations and warranties to Zuffa giving rise to indemnification. This could be an interesting dispute down the road.
One last thing to note, Zuffa alleges that "[b]ecause the terms of the Promotional Agreement are confidential, Zuffa has not attached a copy to this Complaint but will provide a copy to the Court upon execution of a stipulated protective order." This is a smart legal move given its claims in its lawsuit against Pavia and Bellator about the confidentiality of its agreements.
Fight Lawyer
