## Facts

- NFL Properties held an exclusive license, derived from an NFL member-club trust arrangement, to license NFL club marks and NFL marks for merchandising, advertising, and promotions.
- NFL member clubs, including the Dallas Cowboys, had transferred to a trust the exclusive commercial rights to use their club marks (subject to limited exceptions), and the trust had granted NFL Properties the exclusive right to license the trust property.
- NFL Properties alleged that the Cowboys and related defendants entered or pursued sponsorship and promotional arrangements outside the trust/licensing structure.
- The challenged conduct included an arrangement involving Texas Stadium and American Express that allegedly used a star logo similar to the Cowboys’ star and suggested sponsorship affiliation.
- NFL Properties also alleged that defendants sent promotional materials to Dr Pepper using the Cowboys star and the NFL shield, implying league-level association or approval.
- NFL Properties brought multiple claims, including breach of contract, Lanham Act trademark infringement/false designation of origin, and state-law theories such as misappropriation/unjust enrichment and tortious interference.
- Defendants moved to dismiss under Rule 12(b)(6) for failure to state a claim.

## Issues

1. Whether NFL Properties plausibly alleged contractual rights, and breaches, arising from the trust/licensing arrangements governing commercial use of club and league marks.
2. Whether the pleaded facts stated Lanham Act claims based on unauthorized use of marks likely to cause confusion as to sponsorship, affiliation, or approval.
3. Whether state-law claims premised on diversion of league-wide sponsorship revenue and similar economic harms were cognizable and sufficiently pleaded.
4. Whether allegations of tortious interference with existing or prospective business relations satisfied New York pleading requirements.

## Decision

- The court granted the Rule 12(b)(6) motion in part and denied it in part.
- The court held that key contract-based and Lanham Act theories were sufficiently pleaded to proceed, given the alleged exclusive licensing structure, identified marks, and specific transactions.
- The court dismissed certain broader state-law economic tort and misappropriation-type claims to the extent they relied on generalized or speculative harm rather than concrete, legally protected relationships and adequately alleged wrongful conduct.

## Legal Principles

- On a Rule 12(b)(6) motion, the court accepts well-pleaded factual allegations as true and draws reasonable inferences in the nonmovant’s favor, dismissing only if the complaint fails to state a legally cognizable claim.
- An exclusive licensee may state contract and related claims where agreements plausibly allocate exclusive commercial licensing rights over protected marks and allege unauthorized exploitation conflicting with those rights.
- Lanham Act claims may be based on likely confusion as to sponsorship or affiliation, including alleged uses of team and league marks in advertising or promotions implying endorsement or approval.
- Under New York law, economic tort claims such as tortious interference require specific allegations of identifiable relationships or contracts and sufficiently wrongful conduct; allegations of diffuse revenue loss or speculative future opportunities are generally inadequate.

## Conclusion

The court allowed NFL Properties to proceed on core theories tied to the alleged exclusive licensing regime and specific mark-uses suggesting unauthorized sponsorship affiliation, while trimming back state-law claims that were pleaded as generalized economic harm without sufficient particularity.


Nat'l Football League Props., Inc. v. Dall. Cowboys Football Club, Ltd., 922 F. Supp. 849 (S.D.N.Y. 1996)