NOT FOR PUBLICATION

UNITED STATES DISTRICT COURT DISTRICT OF NEW JERSEY BELLATOR SPORT WORLDWIDE, LLC, Plaintiff, v. EDDIE ALVAREZ AND JOHN DOES 1-5 Defendants. LINARES, District Judge. This matter comes before the Court by way of Defendant/ Counterclaimant Eddie Alvarezs (Alvarez)s application for an order preliminarily enjoining Bellator Sport Worldwide, LLC (Bellator) from interfering with his right to enter into a contract with Zuffa, LLC (Zuffa), an entity that does business as Ultimate Fighting Championship. Alvarez is a professional mixed martial artist who wants to compete in a Zuffa-promoted event on April 27, 2013 (the April 27 event). Alvarez had been under contract with his fight promoter, Bellator, until October 18, 2012. The Bellator contract gave Alvarez the right to negotiate deals with other promoters upon its expiration, but Bellator retained the right to match any offer. In November 2012, Alvarez received a contract offer from Zuffa. Bellator claims to have matched the terms of the Zuffa contract; Alvarez claims the opposite. On January 3, 2013, Bellator filed a complaint alleging (1) breach of contract against Alvarez and (2) tortious interference against fictitious defendants. On January 15, 2013, Alvarez filed a verified answer and counterclaim asserting the following: (1) a claim for Civil Action No.: 13-63 (JLL) ORDER

declaratory relief; (2) a claim for injunctive relief; (3) a claim for intentional interference with prospective economic advantage; and (4) a claim for breach of contract. To date, Alvarez has not executed either Bellators contract that purportedly matches the terms of the Zuffa contract, or the Zuffa contract. According to Alvarez, Zuffa is unwilling to execute its contract, or book him for the April 27 event, unless he obtains a preliminary injunction against Bellator by January 27, 2013. Therefore, on January 15, 2013, Alvarez filed an application for an order to show cause as to why Bellator should not be restrained from interfering with his prospective contract with Zuffa. This Court granted Alvarezs application for an order to show cause, set an expedited briefing schedule, and heard oral argument on January 25, 2013. In deciding whether to issue a preliminary injunction, the District Court must consider (1) whether the movant has a reasonably probability of success on the merits; (2) whether irreparable harm would result if the relief sought is not granted; (3) whether the relief would result in greater harm to the non-moving party, and (4) whether the relief is in the public interest. Swartzwelder v. McNeilly, 297 F.3d 228, 234 (3d Cir. 2002). The party seeking a preliminary injunction bears the burden of satisfying each of these factors. NutraSweet Co. v. Vit-Mar Enters., Inc., 176 F.3d 151, 153 (3d Cir. 1999). Having thoroughly reviewed the parties written submissions, and the arguments presented on the record, the Court concludes that Alvarez has failed to satisfy his burden of showing (1) a reasonable probability of success on the merits and (2) irreparable harm. As to the first prong, the Court is not satisfied that Alvarez has demonstrated a reasonable probability of success on the merits by virtue of Bellators purported failure to match Zuffas offer. The crux of Alvarezs argument is that Bellators failure to provide an identically matching contract amounts to a failure to match. This argument, however, is untenable. 2

Obviously, in any contract that Bellator would match, it would have to change certain words. For example, it would have to substitute its name for that of Zuffa. If, as Alvarez claims, Bellators substituting its name for that of Zuffa amounts to a failure to match, Bellator would never be able to match the terms of any contract, and thus its right of first refusal would amount to no right at all. 1 See, e.g., Travelers Indem. Co. v. Damman & Co., Inc., 594 F.3d 238, 255 (3d Cir. 2010) (We must also endeavor to avoid ignoring certain words or reading the contract in such a way as to make any words meaningless.). This Court must apply a common-sense interpretation to the word match. See id. Applying this approach, the Court declines to hold that in order to match the Zuffa contract, Bellator had to include identical words in its matching offer. During oral argument, Alvarezs counsel acknowledged that the primary substantive difference between the Zuffa contract, and Bellators matching offer is that the former provides for Alvarezs bouts to be broadcast on Fox Network Television, whereas the latter provides for Alvarezs bouts to be broadcast on Spike TV. 2 The Court recognizes that the differences between Fox Network Television and Spike TV may be such that the Court (or a jury) would ultimately find that Alvarez should prevail on his counterclaim because of Bellators failure to match Zuffas contract. At this juncture, however, the Court cannot make such a finding based on the record before it. Accordingly, the Court must conclude that Alvarez has not shown a reasonable probability of success on the merits even though it is not foreclosing the possibility that he may ultimately prevail on the merits of his counterclaim.

For the same reason the Court declines to find that a substitution in name amounts to a failure to match, it declines to find that other non-substantive changes in the contract, and changes which do not impose any obligations on Alvarez, amount to a failure to match.

Alvarezs counsel also asserted that Bellator would be unable to comply with the matching provision providing for the broadcast of a fight on Pay-Per-View. At this juncture, however, the Court is in no position to find that Bellator will, at some future date, breach its contractual duty to provide Alvarez with a fight broadcast on Pay-PerView.

Even assuming arguendo that Alvarez had established a reasonable probability of success on the merits, the Court would nonetheless have to deny his application for a preliminary injunction because Alvarez has not sustained his burden of showing that irreparable harm would result from the Courts failure to grant the relief he requests. At the outset, the Court notes that the two cases which Alvarez cites for the proposition that a professional athlete will suffer irreparable injury if he is unable to pursue his career in the manner in which he sees fit are inapposite. (See Alvarez Reply Br. at 10.) In Jackson v. National Football League, 802 F. Supp. 226 (D. Minn. 1996), the court granted a temporary restraining order and a preliminary injunction against the enforcement of a provision in the plaintiff football players union contract which prohibited them from seeking employment with new teams. Id. at 228. In a prior action, a jury had determined that the provision at issue was anti-competitive, and had a harmful effect on competition. Id. at 229 n.2. The Court held that collateral estoppel applied, and granted the players application for a temporary restraining order. Id. at 230-31. The Court further determined that the players suffer[ed] irreparable injury each week that they remain restricted under an illegal system of player restraints. Id. at 231. In Linesman v. World Hockey Assn, 439 F. Supp. 1315, 1319 (D. Conn. 1979), a 19year-old hockey player sought a preliminary injunction against the defendant hockey leagues enforcement of a regulation barring players under the age of 20 from playing in the league. The court granted the injunction, holding that there was a great likelihood that the leagues regulation barring people under the age of 20 from playing is a per se illegal boycott under the Sherman Antitrust Act. Id. at 1326. The Court further noted that the plaintiff would have suffered irreparable injury by virtue of the fact that the leagues rule would have prohibited him from playing professionally for an entire season. Id. at 1319.

In this case, there is no illegal restraint that Bellator is seeking to impose on Alvarez, nor is Alvarez precluded from competing professionally absent a grant of his application for a preliminary injunction. It is speculative to suggest, as Alvarez does, that an inability to compete in the April 27 event will result in irreparable harm in the form of a lost opportunity to obtain notoriety, endorsements, and a wider exposure to viewers. Alvarezs argument requires this Court to make speculative assumptions about what might or might not happen as a result of his participation in the April 27 event. Based on the record before it, the Court cannot make such a assumptions. For the foregoing reasons, IT IS on this 25th day of January, 2013 ORDERED that Alvarezs application for a preliminary injunction is denied. SO ORDERED. /s/ Jose L. Linares________ JOSE L. LINARES U.S. DISTRICT JUDGE .