## Facts

- FaZe Clan, Inc. is an esports and entertainment organization; Turner “Tfue” Tenney is a professional Fortnite player and content creator.
- In April 2018, Tenney and FaZe executed a written “Gamer Agreement” under which Tenney would compete and perform promotional/content activities for FaZe in exchange for monthly compensation and specified revenue shares (including categories tied to tournaments, streaming, and brand deals).
- The agreement characterized Tenney as an independent contractor and included broad exclusivity provisions restricting work for others, limiting unapproved endorsements, and granting FaZe rights to use Tenney’s name and likeness.
- The agreement included a New York forum-selection clause and New York choice-of-law provision.
- A dispute arose over Tenney’s outside activities, including a third-party arrangement involving in-game cosmetic items (“stickers”); FaZe claimed those revenues were subject to contractual sharing, while Tenney offered evidence that the parties did not intend that venture to be covered.
- By May 2019, Tenney publicly sought to leave FaZe and largely stopped performing under the agreement; he later engaged a new talent agency, generating discovery disputes.
- Tenney argued that FaZe acted as an unlicensed talent agency under California law and that California public policy (including limits on noncompetes) rendered the agreement void or limited its enforceability.
- FaZe sued in the Southern District of New York in August 2019 for breach of contract and related theories; Tenney asserted counterclaims and moved to dismiss or stay in favor of California proceedings, which the court denied.
- On cross-motions for summary judgment, the court granted FaZe’s motion in part and denied Tenney’s motion in full; the case later ended by stipulated dismissal with prejudice.

## Issues

1. Whether the agreement’s New York forum-selection clause remained enforceable despite Tenney’s claim that California law (including the Talent Agency Act) rendered the agreement void or voidable.
2. Whether the Gamer Agreement had expired or terminated before the conduct FaZe alleged as breaches.
3. Whether disputed revenue streams and outside relationships (including the in-game “sticker” project) fell within the agreement’s revenue-sharing and exclusivity terms.
4. Whether California Talent Agency Act and California anti-noncompete policy entitled Tenney to summary judgment against FaZe’s contract and tort claims.

## Decision

- The court enforced the forum-selection clause and retained the case in New York notwithstanding Tenney’s California-law invalidity arguments.
- The court rejected Tenney’s summary-judgment argument that the agreement had expired, citing record evidence that both parties continued to treat it as operative.
- The court granted FaZe’s summary-judgment motion in part and denied it in part, leaving several claims and defenses for trial due to genuine disputes of material fact.
- The court denied Tenney’s summary-judgment motion in its entirety.
- California-law defenses did not warrant summary judgment for Tenney; questions about their application and effect were treated as merits disputes rather than threshold bars at this stage.

## Legal Principles

- Forum-selection clauses are presumptively enforceable absent a showing that enforcement is unreasonable or unjust, the product of fraud or overreaching, or contrary to strong public policy.
- An attack on the validity of a contract as a whole does not, by itself, negate an otherwise enforceable forum-selection clause; merits-based invalidity contentions may be litigated in the chosen forum.
- Summary judgment is improper where material disputes exist over contract continuation, contract interpretation, or the parties’ intent as to particular revenue streams.
- State statutory and public-policy defenses (including alleged unlicensed talent-agency conduct and restrictions on noncompetes) may not justify summary judgment when their applicability and consequences depend on unresolved factual and legal questions.
- Tortious-interference and related business tort claims commonly turn on fact questions about the existence of protected relationships, impropriety, causation, and damages, precluding summary judgment when the record is disputed.

## Conclusion

The court held that the parties’ New York forum-selection clause controlled and rejected Tenney’s attempt to obtain summary judgment based on alleged contract expiration and California talent-agency and noncompete defenses, while allowing the dispute over the agreement’s scope and related contract and tort claims to proceed due to factual disputes; the parties later dismissed the case with prejudice.


FaZe Clan, Inc. v. Tenney, 467 F. Supp. 3d 180 (S.D.N.Y. 2020)