A few days before Alex Rodriguez filed his Complaint against Major League Baseball (and, somewhat surprisingly, the Major League Baseball Players Association, his own union), we set out the basic legal framework that will govern A-Rod’s efforts to overturn the arbitration award suspending him for the entire 2014 season. Now, I’m a baseball lawyer, so obviously I had a unique interest in this particular case, but I also continue to think that the A-Rod case is instructive in the larger context that we write about here at Suits by Suits.
Specifically, A-Rod isn’t just one of the most famous – or infamous, depending on your perspective – baseball players in the world; he’s an employee having a very well-publicized dispute with his employers. The law that governs A-Rod’s attempts to vacate Fredric Horowitz’s arbitration award is the exact same law that would apply to virtually any private sector employee whose employment-related dispute is governed by arbitration; namely, the Federal Arbitration Act, 9 U.S.C. § 1 et seq.
So, what does A-Rod’s complaint have to teach us as employers or employees? One thing it can do is to emphasize the importance of reading a complaint backwards. Read on to discover why.
A-Rod’s complaint contains scores of allegations of supposed misconduct by Major League Baseball and the MLBPA, including allegations of unauthorized leaks by MLB, misuse of the civil process in filing a lawsuit against Biogenesis, paying off Tony Bosch, failing to allow A-Rod to conduct a separate examination of the BlackBerry messages between himself and Bosch, and so on. How is anyone to evaluate the significance of all of these allegations (and more)?
The major lesson to be drawn from A-Rod’s complaint is something that we’ve been emphasizing on Twitter: that when you’re reading any lawsuit, the very first thing you should do is look to the “Prayer For Relief” section; that’s near the very end, before any attachments, and identifies exactly what the plaintiff is asking the court to do. In this case, the “Prayer for Relief” section begins on page 41. You’ll see that Rodriguez is ostensibly asking the court do four things – make two findings of law, vacate the arbitration award, and “enter such other and further relief as the Court deems just, proper and equitable.” Id. at 41-42.
But those four things really boil down to just one thing: vacating the arbitration award. Rodriguez hasn’t filed a declaratory judgment, so the “findings” he requests aren’t a form of relief; they’re just the predicate to issuing any ruling in his favor. (And the fourth request is just standard boilerplate.). So A-Rod wants one thing, and one thing only: to overturn the arbitration award.
Now that we know the one thing A-Rod wants, we can back up from the “Prayer For Relief” section to the actual “counts” that are enumerated in the complaint; those begin at page 40. In a lawsuit, each “count” represents a separate allegation by the plaintiff of a unique civil wrong done to him by the defendant or defendants. Here, A-Rod ostensibly has three “counts”: Count One alleges that the players’ union breached its duty of fair representation; Count Two alleges that Major League Baseball breached its contractual duties by suspending him; and Count Three seeks to vacate the arbitration award by application of the § 10(a) standards we discussed in our prior post.
Look closely at Counts One and Two, however. Typically, a breach of contract claim will identify the specific conduct that the plaintiff alleges is injurious, will explain why the conduct was a material (i.e., a significant) breach, will detail any and all efforts that the plaintiff made to try and have the defendant cure(that is, undo) his breach, and finally, will explain how the plaintiff was damaged by the defendant’s breach of contract. Rodriguez’s allegations don’t do most of that; in particular, they don’t allege that either MLB or the MLBPA committed a material breach of a specific duty, nor do they allege any theory of damages resulting from the alleged breaches. Instead, Counts One and Two allege only that “the arbitration process has been seriously undermined” (Count One) or that “Mr. Rodriguez has been injured,” (Count Two) and, in either case, that the arbitration award must be vacated. (It’s why I told theWall Street Journal “that’s just not how contract law works.”)
In other words: just as in the “Prayer for Relief,” the enumerated counts here aren’t really seeking three separate claims for relief; they’re seeking one thing: to vacate the arbitration award. And we know from our prior analysis that any effort to vacate an arbitration award is governed by § 10(a) of the FAA. In that § 10(a) analysis, Rodriguez will have to allege that the arbitration itself was procedurally unfair, and specifically, that the arbitrators either (a) were corrupt, (b) refused to hear pertinent evidence, or (c) exceeded their authority in making the final award.
So in the end, although A-Rod’s complaint is 42 pages long and contains scores of allegations, all of it boils down to one claim: that the arbitration award should be vacated. Now that we understand the one thing that the complaint wants, we can go back and read the allegations and see how they stack up in light of the § 10(a) standards. By reading the complaint backwards, we can make sense of the mountains of allegations contained within it.
And this is just what MLB has done. By responding to the complaint via a letter motion to dismiss, MLB has essentially said that the court doesn’t need to evaluate all of the allegations made by A-Rod within the complaint; that even if those allegations are true, they’re not sufficient to justify overturning the arbitration award under the § 10(a) standards. (MLB’s letter also indicated that the MLBPA is also preparing to move to dismiss the lawsuit any day now.)