Insights & Events

For the past two years, Hollingsworth LLP has been lead counsel for the Washington Commanders in a dispute over whether individuals who attended a football game when another person bought and displayed their electronic tickets were bound to the terms and conditions (including a mandatory arbitration clause) that came with using those tickets. A federal district court held that the plaintiffs, who were allegedly injured during a football game, were not bound to the tickets’ terms and conditions, but on October 29, 2024, the U.S. Court of Appeals for the Fourth Circuit vacated the district court’s order denying the Commanders’ Motion to Compel Arbitration. Naimoli v. Pro-Football, Inc., No. 23-2020, —F.4th— (4th Cir. Oct. 29, 2024). This is a published decision written by the esteemed Judge Paul V. Niemeyer, with the other panel judges joining in full. The Fourth Circuit’s decision was issued just over one month following oral argument where one of the judges called it “weird” to think attendees could dodge contract terms simply because someone else bought and displayed their tickets.

The key holding by the Fourth Circuit is that the district court erred in concluding that plaintiffs could not be bound to the terms and conditions of the tickets through an agency relationship with the person who bought and displayed their electronic tickets. The Fourth Circuit rejected the district court’s reasoning that the Commanders were required to show that the plaintiffs were aware of the arbitration clause to be bound through apparent authority principles. As Judge Niemeyer writes:

Even though Gordon was the purchaser of the tickets, it was reasonable for the Washington Football Team to assume that in purchasing nine tickets, Gordon did so both for himself and for the plaintiffs, as indicated by the purchase of multiple tickets and the plaintiffs’ entry into the stadium by means of those tickets. Indeed, this was consistent with the universal practice of purchasing event tickets both for oneself and for others. Not only was the Washington Football Team’s reliance on Gordon’s agency reasonable, there is also evidence in the record that the plaintiffs assented to Gordon’s agency. The plaintiffs used the tickets on Gordon’s iPhone to enter the stadium, thereby manifesting their acceptance that Gordon had acted and was acting on their behalf in purchasing the tickets and presenting them at the game. Thus, not only was the Washington Football Team’s reliance on Gordon’s agency reasonable, its belief was traceable to the plaintiffs’ manifestations — their use of the tickets to enter the stadium. This is all that is required for apparent authority under Maryland law. . . . Such apparent authority is reflected not only in the circumstances of this case, but it reflects the reasonable practice of virtually every ticketed event where one person buys tickets for himself or herself as well as for family and friends, often to sit together.

The firm is pleased with the Fourth Circuit’s decision, which appreciates that today anyone attending a sporting event, theme park, concert, or performance is likely entering the venue with an electronic ticket. As the Commanders wrote in their opening appellate brief: “Technological advances should not upend established law that persons entering venues are bound by the terms and conditions of their tickets.” This is precisely what Judge Niemeyer recognizes in his opinion.

On remand, the only question will be whether the purchaser of the tickets “had a contract with the defendants,” meaning whether the purchaser had actual or constructive notice of the Commanders’ terms and conditions to establish mutual assent to form a contract. The Fourth Circuit has already ruled that if the purchaser is deemed to have entered a contract, the plaintiffs will be bound to the terms and conditions of that contract, including the mandatory arbitration clause.