## Facts

- Ride the Ducks of Philadelphia, LLC operated amphibious sightseeing tours that entered the Delaware River using a ramp at Penn’s Landing.
- Ride the Ducks entered a 10-year license agreement with Penn’s Landing Corporation granting Ride the Ducks exclusive use of the ramp.
- Ride the Ducks paid about $585,000 to construct the ramp and agreed to pay annual and revenue-based fees under the license.
- Duck Boat Tours, Inc., doing business as “Super Ducks,” began competing amphibious tours in Philadelphia and sought to use the same ramp.
- After negotiations failed, Super Ducks notified Penn’s Landing that it intended to use the ramp “with or without permission.”
- Ride the Ducks sued, asserting threatened trespass, conversion, and tortious interference with its license agreement, and sought emergency injunctive relief.
- After an evidentiary hearing, the district court entered a preliminary injunction barring Super Ducks from using the ramp.

## Issues

1. Whether Ride the Ducks showed a likelihood of success that Super Ducks’s threatened use of the ramp would constitute tortious interference with Ride the Ducks’s exclusive license agreement.
2. Whether the district court properly found the remaining preliminary-injunction factors—irreparable harm, balance of hardships, and public interest—supported injunctive relief.
3. Whether the district court abused its discretion in granting the preliminary injunction.

## Decision

- The Third Circuit affirmed the preliminary injunction.
- The court held the district court did not abuse its discretion in finding Ride the Ducks likely to succeed on tortious interference given the express exclusivity of the license and Super Ducks’s threatened use of the ramp despite that exclusivity.
- The court accepted the district court’s determination that loss of exclusive access and disruption of contract-based operations constituted irreparable harm not readily compensable by damages.
- The court agreed the balance of harms favored Ride the Ducks because Super Ducks could pursue alternatives while Ride the Ducks faced harm to a long-term, investment-backed arrangement.
- The court agreed the public interest favored enforcement of contracts and discouraging self-help interference with contractual rights.

## Legal Principles

- A preliminary injunction may issue when the movant shows likelihood of success on the merits, irreparable harm absent relief, that the balance of harms favors relief, and that relief serves the public interest.
- On appeal, a preliminary injunction is reviewed for abuse of discretion; factual findings are reviewed for clear error and legal conclusions de novo.
- Under Pennsylvania law, intentional and improper interference with an existing contractual relationship can support tort liability when a defendant, with knowledge of the contract, acts to disrupt or impair performance.
- Contractual exclusivity provisions tied to substantial investment can constitute protectable interests supporting injunctive relief when threatened interference would cause non-quantifiable harm, including loss of exclusive use and disruption of operations.

## Conclusion

The Third Circuit upheld injunctive relief preventing a competing tour operator from using a ramp subject to an exclusive license, concluding the record supported likely tortious interference and irreparable harm and that the district court acted within its discretion in applying traditional preliminary-injunction standards.


Ride the Ducks of Phila., LLC v. Duck Boat Tours, Inc., 138 F. App’x 431 (3d Cir. 2005)