## Facts

- World of Boxing LLC, Vladimir Hrunov, and Andrey Ryabinskiy (collectively, “World of Boxing” or “WOB”) arranged a WBA-sanctioned bout between Denis Lebedev and Guillermo Jones.
- Don King and Don King Productions, Inc. (collectively, “King”) served as Jones’s boxing promoter and entered an “Agreement in Principle” with WOB on January 28, 2014.
- Under the agreement, King promised to “cause” Jones to participate in a rematch against Lebedev on April 25, 2014.
- Jones and Lebedev previously fought, but the prior result was vacated after Jones tested positive for the banned substance furosemide.
- The parties’ agreement referenced and incorporated the World Boxing Association’s (WBA) rules, including a pre-bout drug-testing requirement administered under WBA procedures.
- The agreement did not expressly state what would happen if a fighter tested positive for a banned substance before the bout.
- WOB paid significant sums connected to the rematch, including placing $800,000 into an escrow account, with $250,000 immediately payable to King.
- On the scheduled bout date, Jones again tested positive for furosemide; under the incorporated WBA rules, the positive test disqualified Jones and the fight was canceled.
- WOB sued for breach of contract. King argued he was not in breach because his obligation was limited to efforts within his control, and alternatively that his performance was excused by impossibility. King also asserted counterclaims alleging WOB breached the agreement.

## Issues

1. Did King breach the agreement by failing to “cause” Jones to participate in the bout when Jones was disqualified under incorporated WBA drug-testing rules?
2. If King did not produce an eligible fighter because Jones failed the drug test, was King’s nonperformance excused by the doctrine of impossibility under New York law?
3. Should King’s counterclaims alleging breach by WOB survive given the cancellation following Jones’s disqualification?

## Decision

- The court held King breached the agreement: because the contract incorporated WBA rules, King’s promise to “cause” Jones to participate required producing a fighter eligible to compete under those rules, and Jones’s positive test made him ineligible.
- The court rejected King’s argument that the contract imposed only a “best efforts” or “within my control” obligation; the incorporated eligibility requirements made clean participation part of the promised performance.
- The court rejected impossibility: the risk that Jones might fail a drug test was foreseeable, especially given the prior positive test, and King could have negotiated an express risk-allocation term but did not.
- The court granted WOB’s motion for partial summary judgment on King’s liability for breach and dismissed King’s counterclaims.
- The court reserved decision on the proper disposition of the escrow funds in this opinion.

## Legal Principles

- When a contract refers to external rules or regulations, New York law treats those referenced rules as incorporated into the contract’s terms.
- A contractual promise to produce a participant for an event governed by incorporated eligibility rules is not satisfied if the participant is disqualified under those rules.
- Under New York law, impossibility is a narrow defense and does not excuse nonperformance when the supervening event was foreseeable and could have been addressed in the agreement; if the contract is silent, the frustrated party may be treated as having assumed that risk.
- A party whose breach renders performance impossible cannot shift liability to the non-breaching party through counterclaims based on the resulting cancellation.

## Conclusion

The Southern District of New York held that Don King breached a bout agreement requiring him to “cause” Guillermo Jones to participate because the contract incorporated WBA rules and Jones’s positive furosemide test rendered him ineligible to fight; the court also held that impossibility did not excuse performance because the risk of a failed drug test was foreseeable and unallocated in the contract, and it dismissed King’s counterclaims while reserving the escrow remedy for later determination.


World of Boxing LLC v. King, 56 F.Supp.3d 507 (2014)