In this complaint, The National Football League has brought suit against the Raiders for past, ongoing, and future violations of the NFL's constitution. The suit alleges that the Raider's recent move to Oakland was in violation of League rules and that the Raiders' stated intention to exclude revenues committed to their new landlords in Oakland from the League's revenue sharing pool is a breach of contract.

Frank Rothman, Cal. Bar No. 22890 
SKADDEN, ARPS, SLATE, 
MEAGHER & FLOM 
300 South Grand Avenue, Suite 3400 
Los Angeles, CA 90071-31 
(213) 687-5000 
 
Shepard Goldfein 
SKADDEN, ARPS, SLATE, 
MEAGHER & FLOM 
919 Third Avenue 
New York, NY  10022-2897 
(212) 735-3611 
 
Gregg H. Levy 
Ethan M. Posner 
COVINGTON & BURLING 
1201 Pennsylvania Avenue, NW 
P.O. BOX 7566 
Washington, DC  20044-7566 
(202) 662-6000 
 
Attorneys for Plaintiff 
National Football League 
 
UNITED STATES DISTRICT COURT 
 
CENTRAL DISTRICT OF CALIFORNIA 
 
 
NATIONAL FOOTBALL LEAGUE, 
 
Plaintiff, 
 
vs. 
 
LOS ANGELES RAIDERS, a 
California Limited Partnership, 
 
Defendant 
 
UNITED STATES DISTRICT COURT 
 
CENTRAL DISTRICT OF CALIFORNIA 
 
AUG 31, 1995 
 
 
COMPLAINT FOR 
DECLARATORY AND 
INJUNCTIVE RELIEF 
 
1. This action addresses two disputes between defendant 
Los Angeles Raiders (the "Club" or the "Raiders") Plaintiff 
National Football League (the "League" or "NFL") that 
arise out of and/or relate to the NFL Constitution and 
Bylaws and resolutions, policies, and procedures 
promulgated thereunder.  The subject matters of the 
disputes -- (1) determining the location of club playing sites 
and (2) allocating between the home club and other 
member clubs of the League the "gross receipts" associated 
with regular season games -- have been committed by 
contract to collective resolution pursuant to procedures 
prescribed by the NFL Constitution and Bylaws.  The 
Raiders maintain that they have no obligation to recognize 
or to comply with those collective determinations, in the 
former case asserting that the procedures at issue violate the 
federal antitrust laws.  
 
THE PARTIES 
 
2.   The National Football League is a joint enterprise 
composed of thirty (30) member clubs, including the 
Raiders, engaged in the production and marketing of 
professional football entertainment.  The NFL is a not- 
for-profit organization with its principal offices located in 
New York City, New York.  
 
3.   Defendant Los Angeles Raiders, Ltd. is a California 
limited partnership that very recently moved its home 
territory from Los Angeles, California to Oakland, 
California. The Raiders are, and since 1970 have been, a 
member club of the NFL, and they continue to conduct 
business in the Los Angeles area with offices at 332 Center 
Street, El Segundo, California.  
 
JURISDICTION AND VENUE 
 
4.   This action is brought pursuant to 15 U.S.C. Section 1.  
This Court has federal question jurisdiction over Count I of 
this Complaint under 28 U.S.C.  1331 and  1337.  The 
declaratory relief prayed for is authorized by 28 U.S.C. 
Sections 2201 et seq.  The Court has supplemental 
jurisdiction over Count II pursuant to 28 U.S.C.  1367.  
 
5.   Venue is proper in this District because defendants 
resides and is licensed to do business in this District. 
Plaintiff's claims also arise in this District.  28 U.S.C. 
Sections 1391(b) and (c).  
 
THE NFL'S JOINT BUSINESS ENTERPRISE 
 
6.   The NFL is composed of 30 teams that jointly produce 
and market a sports entertainment product.  In producing 
and marketing their joint product, the member clubs operate 
as co-producers and co-sellers in a form of joint or partner-
~ ship enterprise.  
 
7.   Decisions about the locations at which member clubs 
operate and play their home games are an essential element 
of the conduct of the NFL as a cooperative venture. for 
purposes of fostering fan and media interest, and thereby 
increasing the attractiveness of their joint entertainment 
product, the NFL's members have divided themselves into 
conferences and divisions.  These subdivisions create 
additional separate "title" races. Public interest is further 
fostered by various inter-city rivalries.  Thus, divisional 
placement and alignment are of concern to all League 
members, and a relocation by one club without the consent 
of its co-venturers jeopardizes the benefits that all clubs 
receive from this carefully developed arrangement.  
 
8.   As further described below, Count I of this Complaint 
addresses the member clubs' agreement, and the policies 
and procedures promulgated thereunder, by which they 
determine collectively the locations of their member clubs. 
The Raiders, who have moved their home territory and 
home playing location to Oakland, have repeatedly asserted 
that these agreements are invalid under the federal antitrust 
laws and have threatened to bring an antitrust action for 
damages and/or injunctive relief based upon the League's 
reliance on these rules, policies, and procedures.  
 
9.   Another crucial aspect of the NFL joint venture is a set 
of revenue sharing arrangements that cause the NFL to be 
the most economically integrated league in all of 
professional sports.  Over 90 percent of club revenues are 
derived from sources shared with every other club. For 
example, the television rights of all NFL teams are jointly 
sold by the League under terms requiring the broadcasters 
to televise each regular season game.  The resulting 
television revenues are divided equally among all clubs.  
The clubs also share equally post-season revenues, as well 
as revenues from licensing and filming operations.  
 
10.  Gate receipts from each of the games jointly presented 
by the League's teams are also shared.  In the regular 
season, after limited deductions relating to operating costs, 
the home team retains 60% of the revenues; the balance is 
directly  shared with the visiting team and/or contributed to 
a revenue sharing pool.  Sharing of gate receipts provides 
balanced rewards and incentives for both home and visiting 
teams in the joint presentation of individual games and of 
the League season.  In this way, each club benefits from 
other clubs having full stadiums and generating large gate 
receipts As further explained below, Count II of this 
Complaint addresses the member clubs' agreement 
collectively to determine the allocation of such receipts and 
the Raiders' failure to comply with that agreement.  
 
11.  These sharing measures have the effect of more evenly 
distributing revenues among better situated clubs operating 
in larger markets and less well-off clubs operating in 
smaller markets, and are essential components of the 
structure that permits the NFL to operate with 30 teams in a 
variety of disparate economic conditions throughout the 
United States. Since joining the NFL in 1970, the Raiders 
have not only acknowledged, abided by, and at citated in 
these revenue sharing procedures, but that Club also has 
greatly benefited from such procedures  
 
12.  These sharing measures are, in turn, the foundation for 
other fundamental League agreements to which all member 
clubs are parties and from which all member clubs, 
including the Raiders, derive benefits.  For example, in 
1993, the NFL entered into a collective bargaining 
agreement that requires each club to pay its player-
employees a guaranteed Minimum Team Salary.  That 
obligation was premised upon continued adherence to the 
basic principles of revenue sharing described above.  
 
13.  Because of these relationships, each NFL member club 
has a direct economic interest in the successful business 
operation of each of the other member clubs in the League. 
Rather than acting as traditional horizontal competitors, the 
members clubs of the NFL are cooperative partners in a 
joint business venture.  No NFL club has an interest in 
forcing another team out of business, or in seeing it 
seriously weakened financially.  While the clubs are 
vigorous competitors on the playing field, they act as 
partners in conducting their business operations.  
 
THE MEMBER CLUBS' CONTRACTUAL 
OBLIGATIONS TO ADHERE TO LEAGUE RULES, 
RESOLUTIONS AND POLICIES  
 
14.  All of the NFL member clubs "subscribe to agree to be 
bound by the Constitution, bylaws, rules and Regulations of 
the League and any amendments or modifications thereof."  
NFL Constitution and Bylaws, Section 3.3(A)(6) Attached 
as Exhibit A.  This provision specifically, and the 
Constitution and bylaws generally, impose a contractual 
relationship among the member clubs of the NFL, 
including the Raiders. Accordingly, the right of each NFL 
member club to regulate its own affairs is expressly subject 
to its contractual obligations under the NFL Constitution 
and Bylaws and related NFL policies.  
 
15. Under the NFL Constitution and Bylaws, the basic 
business decisions of  the NFL  are made  primarily by the 
NFL Executive Committee,  which is composed of one 
representative from each member club.  The overwhelming 
majority of NFL business decisions, including decisions as 
to where  each member club will  play its  home games, 
require the agreement of three-fourths -- or 23 -- of the 
NFL member clubs.  
 
16.  Each member club of the League, including the 
Raiders, has "agree[d] to be bound by the following 
obligations of membership in the League:  
 
(b)  They, and each of them, shall be bound by and will 
observe all decisions, rulings and action of the Executive 
Committee or the member clubs of the League in every 
matter within the jurisdiction of such Committee or such 
member clubs, as the case may be.  
 
(g)  They, and each of them, agree to be bound of the terms 
and provisions of the Constitution and by-laws of the 
League as now or hereafter in effect  
 
NFL Constitution and Bylaws, Section 3.11((b) and (g)  
 
COUNT  1 - FEDERAL ANTITRUST CLAIM 
 
17. Plaintiff incorporates herein by reference Paragraphs 1-
l5 of this Complaint.  
 
18. Pursuant to Section  3.4  of the  NFL's Constitution and 
Bylaws, the receipt of an NFL franchise constitutes a 
commitment to the other members to operate in a 
designated home location, which is  defined (in Section 4.1)  
as  "the city in which such club is located and for which it 
holds a franchise and plays its home games, and includes 
the surrounding territory to the  extent of 75 miles in every 
direction from the exterior corporate limits of such  city." 
For the 1994 playing season, the Raiders designated 
franchise location was the Los Angeles metropolitan area 
and its designated playing site was Los Angeles.  
 
19.  Section 4.2(c) of the Constitution and Bylaws prohibits 
any club from playing regular season games "within the 
home territory of any other club unless a home club is a 
participant."  Section 4.3 of the Constitution and Bylaws 
provides that a member club may play its home games 
outside of its designated home territory, but only with the 
approval of three-fourths of the member clubs of the 
League.  The provision states (with emphasis added):  
 
The League shall have exclusive control of the exhibition 
of football games by member clubs within the home 
territory of each member.  No member club shall have the 
right to transfer its franchise or playing site to a different 
city either within or outside its home territory without prior 
approval by the member clubs of the League.  
 
20.  Based on various compelling considerations, the NFL 
in 1980 declined to acquiesce  to a franchise move by the 
Raiders from Oakland to Los Angeles.  The NFL and its 
member clubs were sued for violating the antitrust laws, 
and in February 1984 a panel of the Ninth Circuit Court of 
Appeals, by a two-to-one vote, upheld the verdict of a Los 
Angeles jury that Section 4.3, as applied to the Raiders' 
proposed move, was in violation of Section 1 of the 
Sherman Act.  Los Angeles Memorial Coliseum Comm'n v. 
National Football League, 726 F.2d (9th Cir.), cert. denied, 
469 U.S. 990 (1984)  ("Raiders"). In reaching this 
determination, the Raiders decision depended heavily on 
the particular circumstances surrounding the Raiders' move.  
In future cases, the court declared, League restrictions on 
team movement would withstand antitrust scrutiny if they 
were more narrowly tailored to serve the NFL's needs; if 
they were "shaped by considerations of objective factors," 
such as population, economic projections, facilities, 
regional balance, and fan loyalty; and if they provided 
some sort of "procedural mechanism" to ensure 
consideration or all of the above factors, including an 
opportunity for the team proposing to move to present its 
case.  
 
21.  In response to the concerns identified by the Ninth 
Circuit Court of Appeals in Raiders, the NFL revised its 
procedures and prescribed objective criteria to govern 
proposed franchise relocation decisions.  The NFL 
procedures and criteria now reflect every one of the factors 
that the Raiders court indicated would enable the relocation 
process to "withstand antitrust scrutiny" and conform 
precisely to the Ninth Circuit's decision. See  procedures 
for Proposed Franchise Relocations (attached as Exhibit 3).  
 
22.  In March 1994, without complying with or recognizing 
these rules and procedures in any respect, the Raiders 
demanded that the NFL effectively transfer its home 
playing site to Oakland, California, by scheduling the 
Raiders' 1994 season home games in Oakland.  The NFL 
informed the President of the General Partner of the Club, 
Al Davis, that without a vote of the NFL member clubs 
approving a permanent or temporary change in the Club's 
designated playing site to Oakland, the Raiders' home 
games for the 1995 season would have to be scheduled and 
played in the Los Angeles area.  The NFL thereafter 
prepared a schedule that required the Raiders to play their 
1994 home games in Los Angeles rather than in Oakland.  
 
23.  Since the spring of 1994, Mr. Davis has repeatedly 
asserted, to League officials and in League meetings, that 
the Raiders are entitled to relocate their home territory 
based upon the club's own unilateral decision and that the 
League's reliance upon its franchise relocation rules as a 
justification for refusing to schedule the Raiders' 1994 
home games in Oakland violated the antitrust laws and 
caused serious financial injury to the Raiders. For example, 
at the League's Annual Meeting in March 1995, Mr. Davis 
asserted that the Raiders had been the victim in 1994 of an 
"NFL conspiracy" that violated the antitrust laws.  
 
24. Based on information available to the NFL, unless the 
requested relief is granted, the defendant will bring an 
antitrust damages action against the NFL for the League's 
refusal to schedule the Club's 1994 home games in 
Oakland, California.  In that event, the Club will maintain 
that it was not required to submit a request for the proposed 
change in its designated 1994 playing site because the Club 
is entitled to relocate its home territory based upon its own 
unilateral decision and because the NFL's rules and 
procedures pertaining to franchise relocation violate the 
federal anti- trust laws.  On that basis, it will assert that the 
League's refusal to permit the move in 1994 caused the club 
antitrust injury.  
 
25. Without a determination by this Court of the legality of 
the League's rules and procedures regarding franchise 
relocation, including specifically the requirement that any 
request for a change in the designated playing sites be 
submitted to the League for evaluation and approval, the 
NFL cannot enforce its agreements and procedures require 
defendant or other clubs to adhere to those commitments to 
which it has subscribed without undue risk of protracted 
anti- trust litigation and exposure to treble damage liability.  
 
26.  By reason of the foregoing, this Court should exercise 
its jurisdiction to resolve the present controversy between 
the parties by ruling that the determination of franchise 
location is committed by agreement to the collective 
determination or the league members, and that the NFL's 
rules and procedures regarding relocation of franchises are 
consistent with, and do not violate, the federal antitrust 
laws.  
 
COUNT II - CLAIM FOR BREACH OF CONTRACT 
 
(AGREEMENT TO ABIDE BY COLLECTIVE 
DETERMINATION AND ALLOCATION OF GROSS 
RECEIPTS)  
 
27. Paragraphs 1-16 of this Complaint are hereby 
incorporated by reference.  
 
28. By this Count, plaintiffs seek to enforce the Raiders' 
contractual obligation to comply with their membership 
covenants, arising from the NFL Constitution and Bylaws 
and subsequent action of the Executive Committee, by 
which the Club committed to internal League decision-
making processes the definition of gross receipts and the 
principle of allocating gross receipts between home and 
visiting clubs.  This Count involves the same parties as 
Count I and arises out of the same contract at issue in 
Count I, the NFL Constitution and Bylaws. and related 
League rules and regulations.  
 
29.  Under Section 19.1(A) of the NFL's Constitution and 
Bylaws, each NFL franchise participating in a regular 
season game as the home club is obligated to guarantee the 
visiting club certain levels of revenue with the visiting club 
being entitled to receive 40% of the gross receipts after a 
number of specified deductions, none of which is relevant 
here. The amount of this commitment is sometimes referred 
to as the "visiting team share."  
 
30.  Section l9.1(A)(3) defines "Gross Receipts" to include 
"all receipts derived from the sale of tickets, including taxes 
and special charges but excluding ticket handling changes."  
The scope off this definition was confirmed and clarified by 
agreement among the clubs in 1987 when, pursuant to the 
NFL Constitution and Bylaws, they adopted 1987 
Resolution FC-7, which provides:  
 
Any income in excess of the stated ticket price from the 
sale, leasing, or licensing of seats of admission to any 
game, including club seats or other premium pricing but 
excluding box suites, is to be included in the gross receipts 
of the same as defined in Article XIX, Section 9.1 of the 
Constitution and Bylaws.  
 
31. The scope of the definition of "gross receipts" was 
further clarified by agreement among the clubs in May 
1995 when, pursuant to the NFL Constitution and Bylaws, 
they adopted 1995  Resolution G-5,  which prescribed that 
certain categories of gross receipts would be shared by 
payments to a revenue sharing pool, to be divided annually 
among "low-revenue" member clubs in accordance with 
procedures for determining eligibility and payment 
amounts outlined in such resolution, rather than by 
payments directly to visiting clubs.  That resolution, which 
the Raiders supported, required that the following 
categories of gross receipts be paid to the revenue sharing 
pool:  
 
moneys received, directly or indirectly, by any party, 
including any member (a) in excess of the stated ticket 
price for any "club" or "premium" seat (other than seats in 
luxury suites) attributable to the sale, lease, or licensing for 
use of such seat, or (D) from any party's sale or issuance of 
any "permanent seat licenses" or other similar instruments 
that give purchasers the right to acquire tickets to NFL  
 
32.  From time to time, in accordance with the Constitution 
and Bylaws and upon the application of a member club, the 
NFL members have voted to exclude temporarily from a 
club's sharing obligation particular categories of gross 
receipts, usually to enable that club to fund construction of 
a new stadium or stadium improvements specifically 
described to the League.  No such waiver has been sought 
by the Raiders or approved in connection with the gross 
receipts at issue here.  
 
33.  The Raiders have informed the League of their 
intention not to share gross receipts from their regular 
season home games as required by the NFL Constitution 
and Bylaws. Raiders' refusal to share focuses on all, or a 
portion, of the following categories of gross receipts: (1) 
Revenues received from season ticket purchasers to the 
right to acquire season tickets to Raiders home games (the 
PSL revenues), including annual "loge maintenance" 
charges levied against PSL purchasers,  (2) club seat 
premium revenues, and (3) revenues, characterized as 
"location" fees, received from season ticket holders who do 
not purchase PSLs.  The sharable portion of such sums 
should be paid, in total or in substantial part, into the 
League's revenue sharing pool for later distribution; 
accordingly the NFL, as agent for all clubs having a 
potential interest in a share of such gross receipts, is 
entitled to enforce these obligations.  
 
34.  The Raiders have asserted that they are relieved of their 
obligation fully to share these categories of gross receipts 
because they have assigned to their stadium landlord the 
right to receive some or all of the associated revenues. This 
is an issue that, pursuant to their membership covenants 
and obligations, the Raiders have committed to resolution 
by internal League governance procedures.  
 
35.  On information and belief, apparently recognizing that 
their failure fully to share gross receipts would violate the 
club's contractual commitments, the Raiders recently 
entered into an agreement that induced certain third parties 
financially to support the Raiders in litigation of this issue 
and to indemnify the Raiders for some portion of any court 
determined Raiders' liability to share gross receipts.  
 
36.  The Raiders' failure to observe their contractual 
commitments to abide by internal League governance 
procedures and their declared intention to refuse fully to 
share gross receipts in accordance with their contractual 
commitments both constitute a breach of contract, an 
anticipatory breach of contract, and a continuing breach of 
contract.  
 
37.  As a result, the NFL, on behalf of the 29 other clubs of 
the League, is entitled to declaratory and injunctive relief 
(1) confirming that the extent of the Raiders' obligation to 
share gross receipts, and the interpretation of the term 
"gross receipts" for purposes of defining the scope of such 
sharing obligation, are matters committed to resolution by 
internal League governance processes and collective 
decision by the thirty member clubs and (2) requiring the 
Raiders to comply with that contractual commitment.  
 
WHEREFORE, plaintiff prays for judgment:  
 
(A)  On the first count, declaring (1) that the determination 
of franchisee locations is committed by contract to internal 
League governance procedures; (2) that the NFL did not 
violate the Sherman Act by relying by its rules and 
procedures regarding franchise relocation to reject 
defendant's demand unilaterally to relocate its franchise for 
the 1994 NFL season; and (3) that such rules and 
procedures are consistent with and comply fully with the 
Federal antitrust laws;  
 
(B)  On the second count,  (1) confirming that the Raiders 
and the other NFL member clubs have committed to 
internal League governance procedures and collective 
determination the definition of gross receipts and the 
allocation of gross receipts between home and visiting 
clubs and (2) requiring the Raiders to comply with that 
contractual commitment; and  
 
(C) Awarding such other relief as the Court may deem 
appropriate in the circumstances.  
 
DATED:  August 31, 1995  
 
SKADDEN, ARPS, SLATE, MEAGHER & FLOM 
300 South Grand Avenue, Suite 3400 
Los Angeles, CA 90071-3144 
(213) 687-5000 
 
Shepard Goldfein 
SKADDEN, ARPS, SLATE, MEAGHER & FLOM 
319 Third Avenue 
New York, NT 10022-2897 
(212) 735-3611 
 
Gregg H. Levy 
Ethan M. Posner 
COVUINGTON & BURLING 
1201 Pennsylvania Avenue, N,W, 
P.O. Box 7566 
Washington, DC  20044-7556 
(202) 662-5000 
 
Attorneys for Plaintiff 
National Football League