## Facts

- Eight professional soccer players sued Major League Soccer, L.L.C. (MLS), several MLS operator-investors who operated teams, and the United States Soccer Federation (USSF) on behalf of a certified class of MLS players.
- MLS operated as a limited liability company with centralized control over player recruitment, salary negotiation, payment from league funds, and assignment of players to teams.
- Players signed employment contracts with MLS rather than with individual teams; operator-investors contributed capital, operated teams under contract with MLS, and shared league-wide revenues and expenses.
- USSF, as the national governing body, supported development of a top-tier professional league in the United States; MLS was formed after earlier Division I efforts failed.
- Plaintiffs alleged that MLS’s structure suppressed competition for player services and that defendants’ arrangements restricted player movement and deterred rival leagues.

## Issues

1. Whether MLS and its operator-investors were legally capable of conspiring under Sherman Act § 1 regarding player contracting and related restraints, or instead functioned as a single economic actor.
2. Whether defendants possessed monopoly power in a properly defined market for Division I professional soccer player services in the United States under Sherman Act § 2.
3. Whether summary judgment against plaintiffs on the Clayton Act § 7 claim was proper.

## Decision

- The First Circuit affirmed judgment for defendants on all claims.
- The court upheld summary judgment on the § 1 claims, concluding that, as to player employment contracting, MLS and its operator-investors operated as a single economic actor and thus could not form a § 1 conspiracy.
- The court upheld the defense verdict on the § 2 claim, deferring to the jury’s findings that MLS competed for player services with lower-division U.S. leagues and foreign leagues, defeating plaintiffs’ narrow market definition and monopoly-power theory.
- The court affirmed dismissal/summary judgment on the Clayton Act § 7 claim because plaintiffs failed to show a substantial lessening of competition in a relevant market.

## Legal Principles

- Sherman Act § 1 requires concerted action among separate economic actors; coordinated conduct within a single economic enterprise may fall outside § 1 conspiracy liability under the single-entity rule associated with Copperweld.
- In assessing single-entity status, courts examine functional economic reality, including centralized control over the challenged conduct and whether participants share a common financial fate rather than compete as independent rivals.
- Sherman Act § 2 monopolization requires proof of monopoly power in a relevant market; market definition must reflect realistic competitive alternatives, including other domestic leagues and international employment options when supported by the evidence.
- Jury findings on market definition and competitive constraints can be dispositive where the record supports the existence of meaningful substitutes limiting a defendant’s ability to control wages or exclude competition.
- Clayton Act § 7 liability requires a showing that an acquisition or arrangement may substantially lessen competition in a relevant market; failure to prove market power and anticompetitive effect warrants judgment for defendants.

## Conclusion

The First Circuit held that MLS’s centralized player contracting, as implemented through its league structure and operator-investors, did not constitute a § 1 conspiracy in the player-employment context, and it affirmed the rejection of monopolization and Clayton Act theories because the evidence supported broader competitive constraints on MLS in the market for player services.


Fraser v. Major League Soccer, L.L.C., 284 F.3d 47 (1st Cir. 2002)