## Facts

- Main Street Baseball, LLC (a minor-league team operator) and its principal, Clark Minker, negotiated for months to purchase the Binghamton Mets (a Double-A baseball franchise) from Binghamton Mets Baseball Club, Inc.
- The parties executed a letter of intent (LOI) describing itself as “mutual and fully binding” and a “legally binding commitment” to execute and deliver an asset purchase agreement (APA).
- The LOI stated a purchase price of $8.5 million and included deal terms such as a payment schedule and an indemnification framework.
- Main Street paid a $100,000 security deposit into escrow after the LOI was executed.
- The LOI included a 60-day exclusivity/no-shop period during which the seller would not entertain other offers and both sides would use “reasonable best efforts” to negotiate and finalize a mutually agreeable APA.
- During post-LOI negotiations, defendants sought to limit indemnification; plaintiffs proposed additional terms (including protections for first-season losses, arbitration, and accounts-receivable matters).
- The 60-day period expired without execution of an APA; defendants notified plaintiffs that exclusivity had ended and then pursued and accepted an offer from another buyer.
- Plaintiffs sued for breach of contract and sought specific performance and injunctive relief, contending the LOI either bound the seller to sell the franchise or, at minimum, bound the parties to negotiate in good faith.
- The court issued a temporary restraining order and then considered plaintiffs’ motion for a preliminary injunction to prevent a third-party sale pending resolution of the contract claims.

## Issues

1. Whether plaintiffs established irreparable harm and the required merits showing for a preliminary injunction barring sale of the franchise to another buyer.
2. Whether the LOI likely constituted a binding agreement to sell the team or, alternatively, a binding preliminary agreement requiring good-faith negotiation toward an APA.
3. Whether the balance of hardships favored preserving the status quo by enjoining a sale during the litigation.

## Decision

- The court granted plaintiffs’ motion for a preliminary injunction.
- Defendants were enjoined from selling the Binghamton Mets franchise to another buyer until further order of the court.
- The court found sufficiently serious questions going to the merits concerning whether the LOI bound the parties to a sale or at least to good-faith negotiations toward an APA.
- The court found a likelihood of irreparable harm because the franchise was treated as a unique asset and the lost opportunity to acquire it was not readily compensable by money damages.
- The court concluded the balance of hardships favored plaintiffs because the injunction prevented a potentially irreversible sale while imposing only a temporary delay on defendants.

## Legal Principles

- A preliminary injunction requires a showing of irreparable harm and either (1) likelihood of success on the merits or (2) serious questions going to the merits plus a balance of hardships tipping decidedly toward the movant.
- Under New York law governing preliminary agreements, a signed LOI may be enforceable as a fully binding agreement or as a binding agreement to negotiate in good faith, depending on the parties’ manifested intent and the document’s structure and context.
- Commitment language, detailed economic terms, and partial performance (such as a significant escrow deposit) may support enforceability of an LOI beyond a nonbinding “agreement to agree.”
- Where the subject of the dispute is a particular, non-fungible business asset, courts may find irreparable harm and grant injunctive relief to prevent transfer that would defeat the requested equitable remedies.

## Conclusion

The court preserved the status quo by enjoining a third-party sale of the Binghamton Mets franchise, concluding that the LOI’s language, specified terms, and partial performance raised serious questions about enforceability (including a possible duty to negotiate in good faith) and that plaintiffs would suffer irreparable harm if the unique asset were sold during the litigation.


Main St. Baseball, LLC v. Binghamton Mets Baseball Club, Inc., 103 F. Supp. 3d 244 (N.D.N.Y. 2015)