## Facts

- The Oakland Raiders, an NFL member club, sued the NFL (an unincorporated association) and Commissioner Paul Tagliabue, alleging discriminatory treatment that placed the Raiders at a competitive disadvantage.
- The operative pleading asserted multiple claims; the only claim addressed on appeal was the second cause of action for breach of fiduciary duty.
- The Raiders alleged the NFL and Commissioner:
  - singled out and treated the Raiders differently from other clubs;
  - allowed other clubs to violate league rules, giving them competitive advantages;
  - required the Raiders, over objection, to participate in the World League of American Football;
  - concealed information and excluded the Raiders from participation in litigation involving a former club owner;
  - denied approval for Al Davis and family to acquire ownership of another professional sports franchise while approving similar arrangements for others.
- The trial court granted summary adjudication for defendants on the fiduciary-duty claim, finding no fiduciary duty as a matter of law and concluding courts should abstain from internal affairs of private voluntary associations.
- The Raiders appealed.

## Issues

1. Whether the NFL and its Commissioner owed fiduciary duties to an individual member club.
2. Whether the court should abstain from adjudicating an internal governance dispute of a private voluntary association.

## Decision

- The Court of Appeal affirmed summary adjudication for the NFL and the Commissioner.
- The court held no fiduciary relationship existed between the NFL (or its Commissioner) and an individual member club.
- The court independently held that the controversy concerned internal league governance from which courts properly abstain.
- The court applied summary adjudication rules requiring the pleadings to define the issues and disallowing reliance on unpleaded theories to defeat summary adjudication absent amendment.

## Legal Principles

- Fiduciary duties arise from a relationship of special trust and confidence in which one party must act primarily for another’s benefit; arms-length dealings among sophisticated, competing entities governed by agreement generally do not create fiduciary obligations.
- An unincorporated association’s governance documents may establish contractual rights and obligations among members without creating fiduciary duties comparable to those in partnerships or certain corporate relationships.
- A league commissioner acting as a league-wide decision-maker and rule enforcer does not become a fiduciary for each member club where that role requires acting for the association as a whole.
- Courts generally abstain from intervening in internal management and policy disputes of private voluntary associations absent a basis requiring judicial involvement.
- On summary adjudication, the pleadings set the boundaries of the issues; a plaintiff cannot defeat summary adjudication by raising new, unpleaded theories without first seeking leave to amend.

## Conclusion

The court affirmed judgment for the NFL and its Commissioner because the league–club relationship was contractual rather than fiduciary, and because the Raiders’ allegations challenged internal governance decisions of a private voluntary association that courts should not adjudicate.


Oakland Raiders v. National Football League, 32 Cal. Rptr. 3d 266 (Cal. Ct. App. 2005)