Mayweather Promotions, LLC v. PAC Entertainment Worldwide, LLC

Background

PAC Entertainment Worldwide LLC (“PAC”) and Mayweather Promotions, LLC (“Promotions”) agreed that PAC would host a boxing exhibition between Floyd Mayweather and Logan Paul in Dubai and distribute it in limited territories. The agreements required PAC to make scheduled payments, including payments of $15 million on April 1, $5 million by April 8, and $10 million on April 15, 2021.

After payment disputes and further negotiations, the parties signed a restated agreement and an amendment. PAC alleged that Mayweather threatened to move the exhibition from Dubai to Miami, demanded an early payment, and repeatedly texted PAC, “I’m done,” after PAC said it would follow the payment schedule. PAC also alleged that Paul’s participation in WrestleMania violated a contract provision requiring Promotions to impose industry-standard restrictions on physical activities posing an unreasonable risk of physical injury or death.

PAC counterclaimed for anticipatory breach of contract, breach of contract, wrongful termination, fraud, unjust enrichment, constructive trust, and promissory estoppel. It asserted some claims against Promotions and some against Floyd Mayweather individually. Promotions and Mayweather moved to dismiss under Rule 12(b)(6), which tests whether a pleading states a legally sufficient claim. PAC withdrew certain claims during briefing, including its promissory-estoppel claim against Promotions and some implied-covenant and money-had-and-received claims.

Anticipatory Breach

The court denied the motion to dismiss PAC’s anticipatory-breach claim. An anticipatory breach occurs when a party clearly communicates, before performance is due, that it will not perform its contractual duties. The court held that Mayweather’s repeated “I’m done” messages, considered with the alleged threats to move the exhibition and demands for early payment, could be viewed by a reasonable factfinder as a clear refusal to perform.

The court also held that PAC adequately alleged that it was ready, willing, and able to perform. PAC alleged that it had already paid Promotions $10 million and told Mayweather it would make the required payments under the amended schedule. The court stated that PAC would eventually have to prove its ability and preparedness to make the payment due on April 14, 2021, rather than merely prove that it said it would make the payment. The court further concluded that PAC’s alleged anticipatory repudiation excused it from providing contractual notice and an opportunity to cure in connection with that alleged breach.

Breach of Contract

The court granted the motion to dismiss the breach-of-contract claim based on Promotions’ alleged refusal to proceed with the Dubai exhibition. PAC conceded that this claim relied on the same facts as its anticipatory-breach claim. The court held that the claim was duplicative and that PAC had elected to treat the contract as broken and stop performing, so it could not simultaneously treat the contract as continuing for a separate breach-of-contract theory. The opinion states that this claim was dismissed; it does not add a prejudice qualifier to this dismissal.

The court denied the motion to dismiss the breach-of-contract claim based on Paul’s participation in WrestleMania. PAC alleged that Paul was kicked, thrown over another wrestler’s shoulder, and slammed onto the mat, creating an unreasonable risk of injury. The court held that, drawing reasonable inferences in PAC’s favor, these allegations plausibly stated that the contract was materially breached. The court did not decide whether the participation actually constituted a material breach because that issue ordinarily presents a factual question.

The court also held that PAC adequately alleged damages at the pleading stage. Although PAC did not allege that Paul was actually injured, nominal damages— a small damages award available for a proven breach even without established financial loss—could be available.

Fraud and Other Claims Against Promotions

The court granted the motion to dismiss PAC’s fraudulent-inducement claim. PAC alleged that the timing of the Miami announcement suggested Mayweather had planned to hold the exhibition in Miami and that negotiations with PAC were a sham. But the court held that PAC did not identify a specific fraudulent statement, its speaker, or where and when the statement was made, as required by the heightened pleading standard for fraud claims. The court also concluded that the fraud claim attempted to restate a contract dispute as a tort claim.

The court dismissed PAC’s wrongful-termination claim as duplicative. It explained that wrongful termination is not a separate cause of action in these circumstances but instead describes one way a contract may be breached. The court also concluded that PAC’s unjust-enrichment and constructive-trust claims against Promotions were barred because PAC acknowledged that a valid, binding, and enforceable contract existed between the parties.

Claims Against Floyd Mayweather Individually

The court granted Mayweather’s motion to dismiss all of PAC’s counterclaims against him individually. PAC’s fraud claim failed for the same lack of required details identified in the claim against Promotions. The court held that PAC had not alleged facts showing that Mayweather intended to bind himself personally to the agreement. The agreement was between PAC and Mayweather Promotions, and Mayweather’s position as Promotions’ president did not by itself make him personally liable for the company’s contractual obligations or related quasi-contract claims.

Disposition

The opinion states that PAC’s counterclaims for wrongful termination, fraud, unjust enrichment, constructive trust, and promissory estoppel were dismissed with prejudice for failure to state a claim. It also states that all of PAC’s counterclaims against Floyd Mayweather individually were dismissed with prejudice. The motion to dismiss PAC’s anticipatory-breach claim and its breach-of-contract claim based on Paul’s WrestleMania participation was denied. Overall, the court’s order granted in part and denied in part the Rule 12(b)(6) motion.