reasons, refused to fight, there was really nothing that the promoter could do about it. However, it is usually in the fighter's interest to engage in bouts that the promoter arranges, because it is in the economic interest of both that the fighter fights in bouts that can be arranged. Nonetheless, the testimony provided examples of disputes which arise between a fighter and a promoter, where the parties disagree as to whether a particular fight, because of the identity of the opponent, the location, the purse, etc., is in the best interest of the fighter and/or the promoter. There was substantial testimony that such recent disagreements between Marchio and Letterlough have caused their past close relationship to deteriorate.
Marchio testified extensively to his efforts over several years to develop Letterlough into a well known fighter and support him financially. Plaintiff's own testimony was detailed and persuasive on this point. Plaintiff testified that he conveyed a residence in Reading, Pennsylvania worth $27,000 to Letterlough to provide him with a place to live and helped support him financially, by advancing to Letterlough over $100,000 in cash. In his testimony, which the Court also finds generally credible, Letterlough acknowledged Marchio's support in the early years of their relationship, but testified that Marchio had recently stopped giving financial support to him, which was one of the reasons why Letterlough went to Defendant Marley for a new managerial contract.*fn2
Exhibit P-9 contains a summary of the professional fights in which Letterlough has engaged. in most of these fights, Marchio was the sole promoter, but in several of them, Marchio served as co-promoter. He is listed as promoter or co-promoter in all of Letterlough's fights. There was testimony about the financial aspects of each bout. Letterlough's record is considered, under the testimony, to be very good in that he has won 18 bouts, lost 3, and one came to a draw. There was testimony that he is a potential world championship contender, who has been on television on several occasions, and is able to attract significant attention in the fighting world, and recently, substantial purses.
From the documents, Marchio had both a managerial contract and a promotional contract with Letterlough for a certain period of time. This period was for approximately one year between June 20, 2000, when the exclusive promotion contract was signed, and June 2, 2001, when the managerial contract between Marchio and Letterlough terminated by its own terms. Marchio testified that once the promotional agreement was signed, he only acted as Letterlough's promoter. Letterlough testified that he thought Marchio had acted as his manager throughout their relationship.
On September 16, 2002, Letterlough sent a letter to Plaintiff, stating that Plaintiff was "terminated" as Letterlough's "manager." Ex. P-11. However, as stated above, the management contract had already terminated. Thereafter, Letterlough and Defendant Marley entered into a management contract. Ex. P-12. On September 30, 2002, Marley sent a letter to Marchio stating that Marley was "the one and only boxing manager" for Letterlough. See id. The letter also demanded that Plaintiff "cease and desist" from tortious interference with the Marley-Letterlough contract. Id.
At the hearing, the testimony was consistent that there is a distinction between the duties of a promoter and a manager. A promoter arranges for the bouts and any television rights, and his interest is to maximize the revenues for the event, as well as his own revenues; the promoter has no fiduciary duty to the fighter. On the other hand, the manager has the fighter's best interests at heart, has a fiduciary relationship with the fighter, and often assists the fighter in the fighter's "corner" during the bout. Generally, the manager receives a cut of the fighter's purse. The financial arrangement between the fighter and his manager, on the one hand, may be subject to state regulation, but the financial relationship between the fighter and the promoter, on the other, is subject to negotiation between them. Although Marchio denied that he had acted as a manager for Letterlough after the promotional contract between himself and Letterlough was signed, there was some evidence, from the documents that Marchio had signed, either purposely or carelessly, indicating that he was serving as Letterlough's manager. Marchio denied that he had acted as Letterlough's manager in these instances.*fn3
Defendant Marley, who is also an attorney in New York State, and who represented himself at the hearing, conducted a spirited cross examination of Marchio. Marley contends, in his written submissions to the Court, as well as by his cross examination and arguments, (but he did not testify), that there is an inherent conflict of interest between an individual serving as both a promoter and a manager. Marchio was unwilling to concede an absolute conflict, although he did recognize the difference in the services provided by a promoter and a manager.
In his testimony, Letterlough (who is not represented by counsel) described his relationship with Marchio and corroborated a good deal of Marchio's testimony as to Marchio's building up Letterlough's reputation. Letterlough testified that he thought that Marchio was always his manager, but also recognized that he and/or Marchio's ex-wife also performed promotional services. Letterlough testified that he now recognized that his promotional contract with Marchio was still in existence, and that he was not opposed to Marchio still acting as promoter. However, he felt uncomfortable with Marchio's recent conduct towards him, and clearly, at this time, has greater confidence in Marley acting in his interest, and Marley is, indeed, currently the manager of Letterlough.
There was substantial testimony as to whether certain recent fights of Letterlough have been in his interest, whether they have advanced or deterred his career and reputation as a professional fighter, and what should happen next in his fighting career. Letterlough stated that he was currently 33 years old and that he only had a few additional years remaining as a competitive professional fighter. There was also testimony, supported by the Declaration of Robert Yalen, Director of Boxing Programming and Acquisitions at ESPN, the leading national sports television network, that he had given Marchio the right to promote a fight on November 24, 2002, between Letterlough and another fighter named Ravea Springs, but that Marley had recommended to Letterlough that he not fight Springs, even though he would appear on ESPN, with the financial rewards and television exposure which would have resulted. As a result of Marley's recommendation, Letterlough did not fight in this match. Marchio has presented this as evidence that Marley is not acting in Letterlough's best interest and is not doing anything to protect Marchio's reputation as having exclusive promotional rights with Letterlough, and that injunctive relief is necessary to protect Marchio's rights in enforcing his exclusive promotional contract.
Marchio also presented testimony that, as a result of his acting as promoter or co-promoter in virtually all of Letterlough's bouts to date, he has acquired a reputation in the closely-knit professional boxing world, that he is known to be Letterlough's promoter. Marchio testified that if Letterlough is allowed to have future bouts arranged with another promoter, this will irreparably injure Marchio's general reputation as a promoter and specifically will damage the identity that he has consciously and purposely built up over the years as the promoter for Letterlough's fights.
IV. Discussion of Law
Although Plaintiff's claims arise under state law, this Court adheres to federal standards in examining requests for preliminary injunctions. See Fed.R.Civ.P. 65; Instant Air Freight Co. v. C.F. Air Freight, Inc., 882 F.2d 797, 799 (3d Cir. 1989). In ruling on a motion for a preliminary injunction, the Court must consider the following four factors: (1) the likelihood that the moving party will prevail on the merits; (2) the extent to which the moving party is irreparably harmed; (3) the extent to which the non-moving party will suffer irreparable harm if the injunction is issued; and (4) the public interest. See AT & T Co. v. Winback and Conserve Program, Inc., 42 F.3d 1421, 1427 (3d Cir. 1994). Issuing a preliminary injunction is an "-`extraordinary remedy' and should be restricted to `limited circumstances.'" Moscony v. Quaker Farms, LP, No. 00-cv-2285, 2000 WL 1801853, at *1 (E.D.Pa. Dec.8, 2000) (quoting Instant Air Freight, 882 F.2d at 800). Before a preliminary injunction may be granted all four factors must weigh in its favor. See Pappan Enter., Inc. v. Hardee's Food Sys., Inc., 143 F.3d 800, 803 (3d Cir. 1998). The moving party bears the burden to prove that all elements required for a preliminary injunction are met. See Adams v. Freedom Forge Corp., 204 F.3d 475, 486 (3d Cir. 2000). This Court will consider the four factors in turn.
A. Likelihood of Success on the Merits
As discussed above, Plaintiff has presented uncontradicted evidence demonstrating his clear contractual right to act as Defendant Letterlough's exclusive promoter at least until June 20, 2003. Therefore, Plaintiff is likely to ultimately succeed on the merits of his claim of breach of contract.*fn4
B. Irreparable Harm
The Court of Appeals for the Third Circuit has summarized the irreparable harm requirement as follows:
Establishing a risk of irreparable harm is not
enough. A plaintiff has the burden of proving a
"clear showing of immediate irreparable injury."
. . . The
"requisite feared injury or harm must be irreparable
— not merely serious or substantial," and it
"must be of a peculiar nature, so that compensation
in money cannot atone for it." . . . "[W]e have never
upheld an injunction where the claimed injury
constituted a loss of money, a loss capable of
recoupment in a proper action at law." . . .
When the claim is based on a breach of contract,
irreparable injury may be found in two situations:
(1) where the subject matter of the contract is of
such a special nature or peculiar value that damages
would be inadequate; or (2) where because of some
special and practical features of the contract, it is
impossible to ascertain the legal measure of loss so
that money damages are impracticable.