Panini America, Inc. v. Fanatics, Inc

Background

Panini sued Fanatics, Fanatics, LLC, Fanatics Collectibles Intermediate Holdco, Inc., Fanatics SPV, LCC, and Fanatics Holdings, Inc. Panini asserted antitrust claims under the Sherman Act and Clayton Act, along with claims for defamation, tortious interference with contract, and tortious interference with business relations.

The dispute concerns the market for major United States professional sports-league trading cards involving the National Football League, National Basketball Association, and Major League Baseball. Panini alleged that Fanatics obtained exclusive licenses from all six relevant leagues and players associations, acquired Topps, acquired a controlling interest in GCP, recruited Panini employees, interfered with Panini’s contracts and business relationships, and made disparaging statements about Panini. Fanatics moved under Federal Rule of Civil Procedure 12(b)(1) to dismiss several antitrust claims for lack of subject-matter jurisdiction and under Rule 12(b)(6) to dismiss all claims for failure to state a legally sufficient claim. Fanatics also objected to a magistrate judge’s discovery order requiring production of confidential licensing agreements on an attorneys’-eyes-only basis.

Rulings on the Antitrust Claims

The court denied Fanatics’s challenge to Panini’s standing for Counts I through III. The court concluded that Panini plausibly alleged antitrust injuries, including exclusion from the market, lost business opportunities, and harm from Fanatics’s alleged coercive conduct.

The court denied dismissal of Count II, Panini’s claim that Fanatics unlawfully monopolized the trading-card market under Section 2 of the Sherman Act. Although Fanatics allegedly held only 33 percent of the licenses exclusively at the time, Panini plausibly alleged that Fanatics had current power to set prices and exclude competitors through threats, retailer requirements, player agreements, and pressure on Panini employees. Panini also plausibly alleged that Fanatics obtained that power through anticompetitive conduct.

The court denied dismissal of Count I, Panini’s attempted-monopolization claim under Section 2. The court found plausible allegations that Fanatics had a dangerous probability of controlling the entire market, intended to obtain that control, and used anticompetitive conduct, including long-term exclusive agreements that would give Fanatics control of 100 percent of the market for at least ten years beginning in 2026.

The court denied dismissal of Count III, Panini’s claim that Fanatics’s licensing agreements unreasonably restrained trade under Section 1 of the Sherman Act. The court treated the agreements as five separate alleged conspiracies because Panini had not sufficiently alleged one conspiracy involving all six licensors. It found that Panini plausibly alleged an unlawful agreement involving the NFL Players Association and Major League Baseball Players Association through their joint venture, OneTeam. The court also allowed the claims concerning the four individual vertical agreements with Major League Baseball, the National Football League, the National Basketball Association, and the National Basketball Association Players Association to proceed at the pleading stage.

The court denied dismissal of Count IV, Panini’s Clayton Act claim concerning Fanatics’s acquisition of a controlling interest in GCP. Panini plausibly alleged that GCP was a necessary supplier, that Fanatics acquired control of GCP to restrict Panini’s production, and that the acquisition deprived Panini of a fair opportunity to compete.

The court dismissed Count V in its entirety for lack of standing. That count alleged that Fanatics’s acquisition of Topps reduced competition. The court found that Panini had not alleged a particularized injury caused by the acquisition. It reasoned that, as one of the remaining competitors, Panini could benefit from increased market concentration rather than suffer the type of injury required for standing.

State-Law Claims

The court applied New York law because the parties did not identify an actual conflict between New York law and the law of other potentially relevant jurisdictions.

For Count VIII, the defamation claim, the court denied dismissal as to specific statements allegedly made by Michael Rubin, Mike Mahan, Omar Wilkes, and other Fanatics employees to sports agencies representing current and prospective professional football and basketball players. Those allegations identified the statements, speakers, approximate timing, and recipients sufficiently to proceed. The court found that Panini plausibly alleged falsity and the required level of fault. The court granted dismissal as to Panini’s more general allegations that Fanatics made disparaging statements to employees, players, and players associations.

For Count VI, the tortious-interference-with-contract claim, the court denied dismissal as to alleged breaches involving the GCP supply contract, Panini’s employee contracts, and Panini’s exclusive licensing contracts with the NFL Players Association and World Wrestling Entertainment. The court granted dismissal as to Panini’s contracts with the National Football League, National Basketball Association, and National Basketball Association Players Association because Panini had not alleged that those contracts were breached. The court also granted dismissal of the claim based on the alleged breach of the change-of-control provision in the Panini S.p.A.-GCP contract because Panini had not alleged that Fanatics knew the specific contract term.

For Count VII, the tortious-interference-with-business-relations claim, the court denied dismissal of the claims involving Panini’s former employees, GCP, prospective relationships with specified “star, rookie players,” and prospective relationships with the six relevant licensors. The court granted dismissal of the claim involving Panini’s current business relationships with the NFL Players Association and World Wrestling Entertainment to the extent it relied on the alleged contract breaches. The opinion’s conclusion states that the dismissed relationships included the NBPA and WWE, while the body of the ruling identifies the NFLPA and WWE; the opinion is internally inconsistent on this point.

Disposition and Amendment

The court held that Fanatics’s motion to dismiss was granted in part and denied in part. Count V was dismissed in its entirety for lack of standing. Parts of Counts VI, VII, and VIII were dismissed as described above, and the motion was denied as to the remaining claims. Panini may file a motion for leave to file a Second Amended Complaint concerning deficient claims within 21 days of entry of the order. If Panini does not timely seek amendment, the deficient claims will be dismissed with prejudice.

The court overruled Fanatics’s Rule 72 objection as moot because the court found that several antitrust claims based on the licensing agreements had adequately been pleaded. The case remained referred to Magistrate Judge Figueredo for general pretrial management. Judge Laura Taylor Swain signed the Memorandum Order on March 10, 2025.