Facts
- The New England Patriots, through related entities, issued most home-game tickets as season tickets and treated tickets as revocable licenses subject to team rules and revocation.
- Ticket backs warned that non-licensed resale (including online) could result in legal action and loss of season ticket privileges; the team could void tickets by canceling their unique bar codes.
- The Patriots maintained a season-ticket waitlist and created an internal TicketExchange limited to season ticket holders and waitlist members; resales occurred at face value with reissued tickets and new bar codes, with no profit to sellers.
- StubHub operated an online ticket resale marketplace that facilitated listings and sales, offered multiple pricing formats, and charged transaction-based commissions tied to the resale price.
- StubHub’s site included statements about compliance with applicable laws and indicated Massachusetts restricted resale prices, but StubHub’s fee structure gave it a financial interest in higher resale prices.
- StubHub allowed listings of Patriots tickets and permitted sellers to limit seat-location detail in postings, which the Patriots alleged hindered enforcement of team policies against unauthorized resales.
- The Patriots alleged StubHub-facilitated resales led to buyers arriving with void or invalid tickets, increased administrative burdens at stadium entry, and harmed the Patriots’ interest in maintaining a safe, family-friendly fan environment.
- The dispute occurred against Massachusetts’ ticket-resale statutes regulating who may resell tickets and limiting markups above face value.
Issues
- Whether evidence created a triable issue that StubHub intentionally interfered with the Patriots’ advantageous relations with season ticket holders and prospective purchasers through improper motive or means and resulting harm.
- Whether 47 U.S.C. § 230 barred the interference claim by immunizing StubHub from liability for ticket listings and resale activity by site users.
Decision
- The court denied StubHub’s motion for partial summary judgment on the Patriots’ intentional interference claim.
- The court held the record permitted a finding that StubHub used improper means by knowingly inducing or facilitating unlawful ticket scalping and violations of the Patriots’ ticketing restrictions.
- The court rejected StubHub’s characterization of itself as a neutral “want-ads” publisher, emphasizing its transaction-integrated platform and price-percentage commission creating a direct interest in higher markups.
- The court declined to grant CDA § 230 immunity at the summary judgment stage, concluding there was evidence StubHub materially contributed to the alleged illegality and thus could be treated, in part, as an information content provider.
Legal Principles
- Under Massachusetts law, intentional interference with advantageous relations requires evidence of a business relationship or expectancy, defendant’s knowledge, intentional interference by improper motive or means, and resulting harm.
- “Improper means” may include conduct that knowingly induces or materially facilitates statutory violations affecting the plaintiff’s relationships.
- CDA § 230 immunity does not apply where an interactive computer service is also, in whole or in part, an information content provider responsible for the creation or development of unlawful content; “development” includes materially contributing to the unlawfulness.
- A platform’s transaction design, pricing tools, and commission structure may be relevant to whether it materially contributed to unlawful activity and whether it acted beyond passive publication.
Conclusion
The court allowed the Patriots’ tortious interference claim to proceed, finding triable issues that StubHub’s marketplace structure and profit incentives could constitute improper means by encouraging unlawful ticket scalping and undermining the Patriots’ contractual and prospective relations, and it held StubHub was not entitled to CDA § 230 immunity on the summary judgment record because StubHub allegedly materially contributed to the illegality.