## Facts

- Topps Chewing Gum, Inc. dominated the baseball trading card market and held individual, largely exclusive player licenses to use names and likenesses on cards and related products.
- The Major League Baseball Players Association (MLBPA), a labor organization, operated a group licensing program for players’ publicity rights.
- MLBPA sought to centralize licensing by encouraging players not to renew expiring individual licenses with Topps and instead to route licensing through MLBPA-negotiated agreements.
- Topps alleged that this coordination would force it to deal with MLBPA on less favorable terms and would end Topps’ historic exclusivity.
- Topps sued under Sherman Act §§ 1 and 2 and asserted a pendent state claim for tortious interference with contract.
- The parties filed cross-motions for summary judgment on the antitrust claims, and Topps sought a mandatory preliminary injunction compelling MLBPA to license rights covered by Topps’ player contracts expiring December 31, 1986.

## Issues

1. Whether MLBPA’s efforts to channel player publicity rights into group licensing constituted a *per se* unlawful group boycott under Sherman Act § 1 or required rule-of-reason analysis.
2. Whether MLBPA’s consolidation of licensing authority constituted an unlawful combination to monopolize under Sherman Act § 2.
3. Whether MLBPA’s conduct amounted to tortious interference with Topps’ player contracts under state law.
4. Whether Topps was entitled to a mandatory preliminary injunction compelling continued licensing beyond the expiration of individual player contracts.

## Decision

- Denied Topps’ motion for partial summary judgment and granted MLBPA’s motion for summary judgment on the federal antitrust claims.
- Held the conduct was not a *per se* unlawful group boycott and, under the rule of reason, did not unreasonably restrain trade.
- Rejected the § 2 “combination to monopolize” theory because the record did not show anticompetitive acquisition or maintenance of monopoly power.
- Denied the mandatory preliminary injunction for failure to show likelihood of success and because the requested relief would effectively extend expired rights.
- Treated the state tortious-interference theory as failing in light of the absence of improper conduct or independent illegality.

## Legal Principles

- *Per se* condemnation is reserved for practices that predictably and plainly restrict competition; complex licensing arrangements involving aggregated publicity rights generally require rule-of-reason analysis.
- Under the rule of reason, the focus is on actual competitive effects in the relevant product market, including output and rivalry among manufacturers.
- Collective licensing by right-holders, including through a labor association, is not itself unlawful when it tends to increase access for competing manufacturers rather than exclude them.
- Sherman Act § 2 liability requires anticompetitive means of acquiring or maintaining monopoly power; aggregation of members’ rights for licensing, without exclusionary conduct harming the competitive process, is insufficient.
- Persuading parties not to renew expiring, time-limited contracts is not tortious interference absent improper means or independent illegality.
- A mandatory preliminary injunction is extraordinary and will be denied absent a strong showing on the merits and a basis to compel rights not granted by contract.

## Conclusion

The court held that MLBPA’s group-licensing program and encouragement of players to shift from individual renewals to centralized licensing did not violate Sherman Act §§ 1 or 2, and it refused to compel continued licensing through a mandatory injunction because Topps could not show likely success on the merits or entitlement to rights beyond contract expiration.


Topps Chewing Gum, Inc. v. Major League Baseball Players Ass'n, 641 F. Supp. 1179 (S.D.N.Y. 1986)