## Facts

- Frank L. Morsani and Tampa Bay Baseball Group, Inc. sought for years to obtain a Major League Baseball franchise for the Tampa Bay area.
- MLB rules required approval by multiple clubs for franchise sales, relocations, and expansion, giving clubs and league officials leverage over proposed transactions.
- Morsani alleged that MLB clubs and officials used their approval power in bad faith to block or condition transactions after initially indicating support.
- In negotiations involving an interest in the Minnesota Twins, Morsani alleged club owners promised approval, then coordinated to prevent the deal and demanded that he assign his contractual position to a third party.
- Morsani alleged he was threatened that he would never obtain an ownership interest in any MLB club unless he complied, and that he was promised favorable consideration for another franchise if he assigned his rights.
- Morsani alleged similar interference with a proposed acquisition involving the Texas Rangers, including conduct causing owners to breach agreements in favor of another investor.
- Morsani also alleged improper obstruction of efforts to obtain an expansion franchise for Tampa Bay, including attempts connected to what became the Florida Marlins.
- The complaint asserted tortious interference with contracts and advantageous business relationships and asserted Florida antitrust violations based on coordinated exclusionary conduct.
- The trial court dismissed under Florida Rule of Civil Procedure 1.140(b)(6), reasoning in substance that entities holding approval rights could not tortiously interfere with the relationships at issue.

## Issues

1. Whether a complaint states claims for tortious interference when defendants possess approval/veto rights over franchise transactions but allegedly use those rights through improper, bad-faith conduct to destroy contracts and business expectancies.
2. Whether baseball’s antitrust exemption categorically bars Florida antitrust claims challenging coordinated conduct concerning franchise sales, relocation, or expansion decisions.

## Decision

- The Second District Court of Appeal reversed the dismissal in substantial part.
- The court held the complaint adequately pleaded tortious interference, because the allegations, taken as true, described intentional and unjustified interference through improper means exceeding any legitimate approval function.
- The court held the antitrust exemption for professional baseball did not broadly immunize franchise sales and location decisions from Florida antitrust law, and the state antitrust counts should not have been dismissed on the pleadings.

## Legal Principles

- On a motion to dismiss for failure to state a cause of action, a court must accept well-pleaded allegations as true and determine only whether they state a legally sufficient claim.
- Under Florida law, tortious interference may be pleaded where a defendant intentionally and unjustifiably disrupts an existing contract or advantageous business relationship, causing damages.
- Possession of an approval or veto right does not, as a matter of law, preclude tortious interference liability at the pleading stage when the complaint alleges the right was exercised through improper means (e.g., threats, coercion, coordinated bad-faith conduct) rather than legitimate business judgment.
- Professional baseball’s antitrust exemption is limited and does not automatically extend to all business conduct; state antitrust law may apply to conduct beyond the reserve system, including alleged restraints affecting franchise ownership transfers and team location decisions.

## Conclusion

The appellate court reinstated Morsani’s tortious interference and Florida antitrust claims, holding that alleged bad-faith, coercive use of MLB approval power could constitute unjustified interference and that baseball’s antitrust exemption did not categorically bar state antitrust challenges to franchise sales and location-related conduct.


Morsani v. Major League Baseball, 663 So. 2d 653 (Fla. Dist. Ct. App. 2d Dist. 1995)