FILED: NEW YORK COUNTY CLERK 07/24/ :58 PM INDEX NO /2014 REQUEST FOR JUDICIAL INTERVENTION

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1 FILED: NEW YORK COUNTY CLERK 07/24/ :58 PM INDEX NO /2014 REQUEST FOR JUDICIAL INTERVENTION NYSCEF DOC. NO. 4 For RECEIVED Court Clerk NYSCEF: Use Only: 07/24/2014 UCS-840 (7/2012) IAS Entry Date COURT, Supreme COUNTY OF New York Index No: /2014 Date Index Issued: 07/02/2014 Judge Assigned CAPTION: Enter the complete case caption. Do not use et al or et ano. If more space is required, attach a caption rider sheet. RJI Date TCR SPORTS BROADCASTING HOLDING, LLP, -against- Plaintiff(s)/Petitioner(s) WN PARTNER, LLC; NINE SPORTS HOLDING, LLC; WASHINGTON NATIONALS BASEBALL CLUB, LLC; THE OFFICE OF THE COMMISSIONER OF BASEBALL; and ALLAN H."BUD" SELIG, AS COMMISSIONER OF MAJOR LEAGUE BASEBALL, Defendant(s)/Respondent(s) NATURE OF ACTION OR PROCEEDING: Check ONE box only and specify where indicated. MATRIMONIAL COMMERCIAL G Contested G Business Entity (including corporations, partnerships, LLCs, etc.) NOTE: For all Matrimonial actions where the parties have children under G Contract the age of 18, complete and attach the MATRIMONIAL RJI Addendum. G Insurance (where insurer is a party, except arbitration) For Uncontested Matrimonial actions, use RJI form UD-13. G UCC (including sales, negotiable instruments) TORTS G Other Commercial: G Asbestos (specify) G Breast Implant NOTE: For Commercial Division assignment requests [22 NYCRR ' G Environmental: (d)], complete and attach the COMMERCIAL DIV RJI Addendum. G Medical, Dental, or Podiatric Malpractice (specify) REAL PROPERTY: How many properties does the application include? G Condemnation G Motor Vehicle G Mortgage Foreclosure (specify): G Residential G Commercial G Products Liability: Property Address: (specify) Street Address City State Zip G Other Negligence: NOTE: For Mortgage Foreclosure actions involving a one- to four-family, (specify) owner-occupied, residential property, or an owner-occupied G Other Professional Malpractice: condominium, complete and attach the FORECLOSURE RJI Addendum. (specify) G Tax Certiorari - Section: Block: Lot: G Other Tort: G Tax Foreclosure (specify) G Other Real Property: OTHER MATTERS (specify) G Certificate of Incorporation/Dissolution [see NOTE under Commercial] SPECIAL PROCEEDINGS G Emergency Medical Treatment G CPLR Article 75 (Arbitration) [see NOTE under Commercial] G Habeas Corpus G CPLR Article 78 (Body or Officer) G Local Court Appeal G Election Law G Mechanic's Lien G MHL Article 9.60 (Kendra's Law) G Name Change G MHL Article 10 (Sex Offender Confinement-Initial) G Pistol Permit Revocation Hearing G MHL Article 10 (Sex Offender Confinement-Review) G Sale or Finance of Religious/Not-for-Profit Property G MHL Article 81 (Guardianship) G Other: G Other Mental Hygiene: (specify) (specify) G Other Special Proceeding: (specify) STATUS OF ACTION OR PROCEEDING: (specify) Answer YES or NO for EVERY question AND enter additional information where indicated. YES NO Has a summons and complaint or summons w/notice been filed? G If yes, date filed: 07/02/2014 Has a summons and complaint or summons w/notice been served? If yes, date served: Is this action/proceeding being filed post-judgment? G G G G G If yes, judgment date:

2 NATURE OF JUDICIAL INTERVENTION: Check ONE box only AND enter additional information where indicated. I 0 Infant's Compromise Q Note of Issue and/or Certificate of Readiness Q Notice of Medical, Dental, or Podiatric Malpractice Date Issue Joined: Q Notice of Motion Relief Sought: Return Date: Q Notice of Petition Relief Sought: ConfirmiReject Award or Report Return Date: 08/11/ Order to Show Cause Relief Sought: Return Date: 0 Other Ex Parte Application Relief Sought: Q Poor Person Application Q Request for Preliminary Conference 0 Residential Mortgage Foreclosure Settlement Conference Q Writ of Habeas Corpus C) Other (specify): List any related actions. For Matrimonial actions, include any related criminal and/or Family Court cases. RELATED CASES: If additional space is required, complete and attach the RJI Addendum. If none, leave blank. Case Title Index/Case No. Court Judge (if assigned) Relationship to Instant Case NONE For parties without an attorney, check "Un-Rep" box AND enter party address, phone number and address in space provided. If additional space is required, complete and attach the RJI Addendum. Parties: Attorneys and/or Unrepresented Litigants: Issue Un- List parties in caption order and Provide attorney name, firm name, business address, phone number and a-mail Insurance Joined Rep indicate party rote(s) (e Carrier(s): 3rd-party plaintiff), litigants, provide address, phone number and address. PARTIES: TCR Sports Broadcasting Holding, LLP iall Thomas J. Last Name Last Name First Name hadbourne & Parke LLP First Name Firm Name Primary Role: 0 Rockefeller Plaza New York New York Petitioner Street Address City State Zip Secondary Role tlf any); i1 (212) ( thall@chadbourne.com Phone Fax Washington Nationals Baseball Club, LLC Jeuwirth Stephen R. Last Name Last Name First Name uinn Emanuel Urquhart & Sullivan, LLP First Name Firm Name Primary Role: '1 Madison Avenue, 22nd Floor New York New York Respondent StreetAddrees City State Zip Secondary Role (If any): 1( I (212) stephenneuwirth@quinnemanuel.com Phone Fax YES NO YES -f) NO WN Partner, LLC Last Name Last Name First Name YES First Name Firm Name Primary Role: 500 South Capitol Street, SF Washington District of Colu20003 Respondent Street Address city State Zip Secondary Role (if any): Phone Fax Nine Sports Holding, I.I.0 Last Name Last Name First Name NO YES First Name Firm Name Primary Role: 000 Tower Oaks Blvd., 8th Floor Rockville Maryland Respondent StreetAddress City State Zip Secondary Role of any): Phone Fax I AFFIRM UNDER. THE PENALTY OF PERJURY THAT, TO MY KNOWLEDGE, OTHER THAN AS NOTED ABOVE, THERE ARE AND HAVE BEEN NO RELATED ACTIONS OR PROCEEDINGS, NOR HAS A REQUEST FOR JUDICIAL INTERVENTION PREVIOUSLY BEEN FILED IN THIS ACTION OR PROCEEDING. Dated: 07/24/ ATTORNEY REGISTRATION NUMBER / K SIGNA URE Stephen R. Neuwirth NO PRINT OR TYPE NAME Print Form

3 Request for Judicial Intervention Addendum Print Form UCS-840A (7/2012) Supreme COURT, COUNTY OF For use when additional space is needed to provide party or related case information. PARTIES: Parties: Index No: For parties without an attorney, check "Un-Rep" box AND enter party address, phone number and address in "Attorneys" space. Attorneys and/or Unrepresented Litigants: List parties in caption order and indicate party role(s) (e.g. defendant; 3rd-party plaintiff). New York /2014 Un- Rep Provide attorney name, firm name, business address, phone number and address of all attorneys that have appeared in the case. For unrepresented litigants, provide address, phone number and address. Issue Joined (Y/N): Insurance Carrier(s): G G The Office of the Commissioner of Baseba Last Name Last Name First Name First Name Firm Name Primary Role: 245 Park Avenue, 31st Floor New York New York Respondent Street Address City State Zip Secondary Role (if any): +1(212) (212) Phone Fax Allan H."Bud" Selig Last Name Last Name First Name First Name Firm Name Respondent Primary Role: 777 E Wisconsin Avenue Milwaukee Wisconsin Street Address City State Zip Secondary Role (if any): +1(414) (414) Phone Fax G YES G NO G YES G NO G Last Name First Name Primary Role: Last Name Firm Name First Name G YES Secondary Role (if any): Street Address City State Zip G NO Phone Fax G Last Name First Name Primary Role: Last Name Firm Name First Name G YES Secondary Role (if any): Street Address City State Zip G NO Phone Fax G Last Name First Name Primary Role: Last Name Firm Name First Name G YES Secondary Role (if any): Street Address City State Zip G NO Phone Fax G Last Name First Name Primary Role: Last Name Firm Name First Name G YES Secondary Role (if any): Street Address City State Zip G NO Phone Fax RELATED CASES: Case Title List any related actions. For Matrimonial actions, include any related criminal and/or Family Court cases. Index/Case No. Court Judge (if assigned) Relationship to Instant Case

4 SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF New York x Index No TCR SPORTS BROADCASTING HOLDING, LLP, Plaintiff(s)/Petitioner(s) -against- WN PARTNER, LLC; NINE SPORTS HOLDING, LLC; WASHINGTON N~ Defendant(s)/Respondent( s) x COMPLETE WHERE APPLICABLE [add additional pages if needed]: Plaintiff/Petitioner's cause(s) of action [check all that apply]: RJI No. (if any) Print Form ucs )2011 COMMERCIAL DIVISION Request for Judicial Intervention Addendum Q Breach of contract or fiduciary duty, fraud, misrepresentation, business tort (e.g. unfair competition), or statutory and/or common law violation where the breach or violation is alleged to arise out of business dealings (e.g. sales of assets or securities; corporate restructuring; partnership, shareholder, joint venture, and other business agreements; trade secrets; restrictive covenants; and employment agreements not including claims that principally involve alleged discriminatory practices) Q Transactions governed by the Uniform Commercial Code (exclusive of those concerning individual cooperative or condominium units) Transactions involving commercial real property, including Yellowstone injunctions and excluding actions for the payment of rent only Q Shareholder derivative actions ---- without consideration of the monetary threshold Commercial class actions without consideration of the monetary threshold Business transactions involving or arising out of dealings with commercial banks and other financial institutions El Internal affairs of business organizations Malpractice by accountants or actuaries, and legal malpractice arising out of representation in commercial matters Environmental insurance coverage 0 Commercial insurance coverage (e.g. directors and officers, errors and omissions, and business interruption coverage) El Dissolution of corporations, partnerships, limited liability companies, limited liability partnerships and joint ventures without consideration of the monetary threshold Q Applications to stay or compel arbitration and affirm or disaffirm arbitration awards and related injunctive relief pursuant to CPLR Article 75 involving any of the foregoing enumerated commercial issues without consideration of the monetary threshold Plaintiff/Petitioner 's claim for compensatory damages [exclusive of punitive damages, interest, costs and counsel fees claimed]: Plaintiff/Petitioner ' s claim for equitable or declaratory relief [brief description]: Confirm arbitration award issued on June 30, 2014 by the Revenue Sharing Definitions Committee of Major League Baseball DefendantiRespondent 's counterclaim s) [brief description, including claim for monetary relief]: I REQUEST THAT THIS CASE BE ASSIGNED TO THE COMMERCIAL DIVISION. I CERTIFY THAT THE CASE MEETS THE JURISDICTIONAL REQUIREMENTS OF THE COMMERCIAL DIVISION SET FORTH IN 22 NYCRR (a), (b) AND (C). Dated: 07/24/ SIGNATURE en R. Neuwirth PRINT OR TYPE NAME

5 EXHIBIT 1

6 SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK TCR SPORTS BROADCASTING HOLDING, LLP, -against- Petitioner, Index No /2014 VERIFIED PETITION TO CONFIRM ARBITRATION AWARD WN PARTNER, LLC; NINE SPORTS HOLDING, LLC; WASHINGTON NATIONALS BASEBALL CLUB, LLC; THE OFFICE OF THE COMMISSIONER OF BASEBALL; and ALLAN H. BUD SELIG, AS COMMISSIONER OF MAJOR LEAGUE BASEBALL, Respondents. Pursuant to Article 75 of the New York Civil Practice Law and Rules ( C.P.L.R. ), Washington Nationals Baseball Club, LLC (the Nationals ) improperly captioned as Respondent in this proceeding, but properly the first Petitioner in this proceeding as set forth more fully herein, by and through its undersigned counsel, respectfully submits this Verified Petition against TCR Sports Broadcasting Holding, LLP d/b/a Mid-Atlantic Sports Network ( MASN ) to confirm the Arbitration Award of the Revenue Sharing Definitions Committee ( RSDC ) of Major League Baseball, dated June 30, 2014 (the RSDC Award or Award ), and alleges as follows: INTRODUCTION 1. The RSDC Award is the result of an arbitration process agreed by the Nationals and MASN pursuant to a March 28, 2005 Agreement with the Office of the Commissioner of Baseball d/b/a Major League Baseball ( MLB ), MASN, and the Baltimore Orioles Limited Partnership ( BOLP or the Orioles ) (the Telecast Agreement ). Among other things, the

7 Telecast Agreement resolved the manner in which the Orioles and Nationals baseball games would be telecast within several states and the District of Columbia an area MLB had previously recognized as the Orioles home television territory. Because the Orioles had opposed the Nationals relocation to Washington, D.C., the agreement was structured to be extraordinarily economically advantageous to the Orioles for the first seven years following the Nationals move to D.C. Among other heavily lopsided terms, the arrangement required the Nationals to license their telecast rights to MASN in which the Orioles have a substantial majority partnership profit interest and permitted MASN to pay the Nationals rights fees that were substantially below market from 2005 through The deal did, however, provide a critical protection to the Nationals. The express terms of the Telecast Agreement unambiguously require that MASN must pay the Nationals fair market value for the Nationals telecast rights beginning in But when the time came to negotiate a fair market value of the Nationals telecast rights in 2012, MASN and the Nationals were unable to agree through negotiation or mediation on the fair market value of the Nationals telecast rights. Thus, pursuant to the express and unambiguous terms of the Telecast Agreement, the parties submitted their dispute to arbitration before the RSDC, a committee of Major League Baseball comprising senior owner representatives from three other Major League Baseball teams (specifically, for purposes of these proceedings, the Chief Operating Officer of the New York Mets, the President of the Pittsburgh Pirates, and the Principal Owner of the Tampa Bay Rays). The RSDC accepted voluminous submissions and expert reports from the parties and held an in-person hearing in New York in April On June 30, 2014 the RSDC issued its Award, which included a determination of the fair market value of the Nationals telecast rights for The Award is detailed and 2

8 lengthy, and demonstrates that the RSDC applied the relevant contract terms and contractually agreed methodology in reaching its decision. 4. The Parties agreed in their Telecast Agreement not only that an RSDC decision would be final and binding, but also that it could only be challenged on the limited and narrow grounds of corruption, fraud or miscalculation of figures, none of which occurred here. 5. Following issuance of the RSDC Award, MASN on July 2, 2014, initiated the instant proceedings by way of a Notice with Summons, purporting to give notice of its intent to seek to vacate or modify the RSDC Award in this Court. However, because a Summons with Notice is not the procedurally proper manner in which to commence proceedings relating to the enforcement of arbitral awards, the Nationals hereby bring this Petition to Confirm the RSDC Award, in the manner required by N.Y. C.P.L.R. Sections 7502, 304 and Chapter 4. For the reasons set forth below, the Nationals respectfully submit that this Court should confirm the RSDC Award, thereby allowing the Nationals finally to recover from MASN the fair market value of the Nationals telecast rights, which the Telecast Agreement clearly entitles the Nationals to collect. 6. The Nationals only filed this Petition after first seeking to confirm the RSDC Award before the Commissioner of Major League Baseball, based on the Commissioner s directive to MASN and the Nationals, in a June 30, 2014 letter, that he would sanction either party if it commenced a litigation related to the RSDC decision. The Nationals, without waiving any rights to otherwise seek confirmation of the RSDC Award in an appropriate forum, filed their petition for confirmation with the Commissioner on July 7, Notwithstanding the directives in his June 30, 2014 letter, however, the Commissioner has not confirmed the Award, and also not imposed any sanction on MASN for having initiated this action in this Court. Under 3

9 these circumstances, and with MASN refusing to pay the amounts due and owing to the Nationals under the RSDC award, the Nationals now exercise their right to have the RSDC Award confirmed by this Court. The RSDC proceedings took place in New York County, and MASN, in initiating this action (albeit improperly under the C.P.L.R.) has clearly consented to the jurisdiction of this Court to confirm the RSDC s final and binding decision. PARTIES 7. Petitioner the Nationals is a District of Columbia limited liability company with its principal place of business at 1500 South Capitol Street, Washington, D.C It owns and operates the Washington Nationals Baseball Club. 8. Upon information and belief, Respondent MASN is a Maryland limited liability partnership with its principal place of business at 333 W. Camden St., Baltimore, MD JURISDICTION AND VENUE 9. This Court has subject-matter jurisdiction to hear this Petition pursuant to C.P.L.R and MASN has consented to the personal jurisdiction of this Court by agreeing to arbitration before the RSDC in New York, New York. See, e.g., Zurich Ins. Co. v. R. Elec., 5 A.D.3d 338, 339 (1st Dep t 2004); Merrill Lynch Pierce, Fenner & Smith Inc. v. Lecopulos, 553 F.2d 842, 844 (2d Cir. 1977); accord Doctor s Assocs. v. Stuart, 85 F.3d 975, 983 (2d Cir. 1996) ( A party who agrees to arbitrate in a particular jurisdiction consents not only to personal jurisdiction but also to venue of the courts within that jurisdiction. ). 11. In addition, MASN is estopped from challenging the jurisdiction of this Court because it initiated the proceedings in this action. 12. Venue is properly in this County pursuant to C.P.L.R. 7502, because the arbitration proceedings were held in New York, New York. 4

10 FACTS The 2005 Telecast Agreement 13. In December 2004, the member clubs of the MLB approved the relocation of the Montreal Expos baseball club to Washington, D.C., over the Orioles sole dissent. At the time the Nationals moved to Washington, D.C., the Baltimore Orioles baseball club s home television territory included the entire states of Maryland, Virginia and Delaware, and the District of Columbia, as well as certain counties in West Virginia, Pennsylvania, and North Carolina (the Television Territory ). Orioles games were broadcast within the Television Territory by MASN. 14. On March 28, 2005, the Nationals, the MLB, BOLP, and MASN entered into the Telecast Agreement in order to provide for the presentation and telecast of Nationals baseball games within the Television Territory along with Orioles baseball games, and to resolve certain other issues. Under the Telecast Agreement, MASN was granted the sole and exclusive right and obligation to telecast all available Nationals and Orioles games. A true and correct copy of the Telecast Agreement is attached hereto as Exhibit A. 15. Subsection 2.G of the Telecast Agreement sets forth MASN s obligation to pay both the Nationals and the Orioles fees for the right to telecast their games within the Television Territory, and specifies the amounts that each team shall be paid for its telecast rights from 2005 through Under the contract, the Nationals were to be paid rights fees of only. Upon information and belief, it was understood by all parties at the time the Telecast Agreement was entered that these annual rights fees that MASN was required to pay the Nationals for the time period were set substantially below 5

11 market value, thus yielding a substantial windfall to BOLP, as the owner of the substantial majority of the partnership profit interests in MASN. 16. Under Subsection 2.I of the Telecast Agreement, the parties agreed that rights fees to be paid to the Nationals and the Orioles from 2012 forward would be based on the fair market value of each team s telecast rights: 17. In the event that the parties are not able to agree to a fair market value for telecast rights under Subsection 2.I, Subsection 2.J of the Telecast Agreement sets forth a required procedure for determining appropriate rights fees: 6

12 18. Subsection 11.B of the Telecast Agreement provides that the Agreement constitutes the entire agreement between the contracting parties: The 2012 RSDC Arbitration 19. Pursuant to Subsections 2.I and 2.J.1 of the Telecast Agreement, the Nationals, the Orioles and MASN attempted to negotiate a fair market value for the Nationals telecast rights for the five-year period beginning in The parties were unable to timely establish the fair market value of the rights licensed to MASN by negotiation, and waived their rights to mediation under Subsection 2.J Pursuant to the above-referenced arbitration agreement in Subsection 2.J.3 of the Telecast Agreement, the Nationals and MASN appealed to the RSDC for a determination of the fair market value of the Nationals telecast rights for the five-year period beginning in All interested parties the Nationals, the Orioles, and MASN recognized the RSDC s authority to arbitrate the dispute. 7

13 21. For purposes of this dispute, the RSDC was comprised of the Chief Operating Officer of the New York Mets, the President of the Pittsburgh Pirates, and the Principal Owner of the Tampa Bay Rays. 22. Before the RSDC, the Nationals and MASN presented their respective positions on the fair market value of the Nationals telecast rights. Both parties made voluminous written submissions to the RSDC, including expert reports. The Nationals argued that, employing the established methodology of the RSDC for determining fair market value of related party telecast agreements in the industry, the fair market value of the Nationals telecast rights for the period would be In contrast, MASN argued for a substantially lower rights fee determination, which would require annual rights fee payments from MASN to the Nationals of. 23. The RSDC held a hearing to determine the fair market value of the Nationals telecast rights on April 3, 2013, in New York, New York. In addition, the RSDC provided each party with the opportunity to rebut the arguments asserted by the other parties. 24. At all times during the RSDC arbitration, the Nationals and MASN were represented by counsel. The Arbitration Award 25. On June 30, 2014, the RSDC released its 20-page written Award. A true and correct copy of the RSDC Award is attached to this Petition as Exhibit B. 26. Pursuant to Subsection 2.J.3 of the Telecast Agreement, the RSDC Award is 27. The RSDC Award summarizes the RSDC s established methodology for evaluating related party telecast agreements and specific past applications of that methodology, carefully applies that methodology to the dispute concerning the fair market value of the 8

14 Nationals rights fees, and concludes that the fair market values of the Nationals telecast rights fees for are as follows: 28. The RSDC Award was transmitted to the parties by letter, dated June 30, 2014, from the Commissioner of Major League Baseball, Allan H. Bud Selig (the Commissioner s June 30 Letter ). In that letter, the Commissioner noted that, pursuant to Subsection 2.J.3 of the Telecast Agreement, the RSDC Award is final and binding on the Nationals and MASN. The Commissioner s June 30 Letter also advised the parties that nothing in the [Telecast Agreement] authorizes the parties to file any lawsuit [with regard to the RSDC Decision] and that [l]itigation in the courts is expressly prohibited by Article VI of the Major League Constitution. A true and correct copy of the Commissioner s June 30 Letter is attached to this Petition as Exhibit C. Necessity of Confirmation of the Arbitration Award 29. Prior to the release of the RSDC Award, MASN between April 2012 and June 2014, made rights fee payments to the Nationals at levels far below the fair market value of the Nationals telecast rights as determined in the RSDC Award. Specifically, in the absence of the RSDC Award, MASN made rights fee payments to the Nationals of. The payments made to the Nationals by MASN in 2012 and 2013 are In addition, notwithstanding the Nationals repeated demands for payment at levels representing 9

15 fair market value, MASN paid quarterly installments in April and June of 2014 of These installments are each less than the fair market value for 2014 as determined by the RSDC. 30. To date, MASN has refused to supplement its earlier payments so that its total payments to the Nationals for are equivalent to the fair market value for the Nationals telecast rights as determined by the RSDC Award. Rather, MASN has repeatedly represented to the Nationals that it will not voluntarily pay the Nationals the fair market value of the Nationals telecast rights, as determined by the RSDC Award. 31. Indeed, on June 30, 2014, MASN sent a letter to the Nationals disputing that the RSDC Award is final and binding on MASN and suggesting that MASN and/or the Orioles would seek to challenge the RSDC s determination ( MASN s June 30 Letter ). A true and correct copy of MASN s June 30 Letter is attached to this Petition as Exhibit D. 32. The Nationals in turn sent correspondence to MASN on July 1 and July 3 advising MASN of, among other things, its obligation to pay the Nationals rights fees in the amounts that the RSDC Award determined to represent fair market value for the Nationals telecast rights. True and correct copies of the Nationals July 1 and July 3 Letter are attached to this Petition as Exhibits E & F, respectively. 33. Rather than honoring the RSDC s Award (and indeed, in direct contravention of the Commissioner s instruction in the Commissioner s June 30 Letter that the parties refrain from any litigation with regard to the RSDC Award), MASN on July 2, 2014, initiated the instant proceeding for the apparent purpose of further delaying MASN s payment of the fair market value of the Nationals telecast rights fees. Although MASN represented to counsel for the 10

16 Nationals after the fact that MASN had filed a petition in the Commercial Division, Supreme Court of New York, New York County to vacate or modify the RSDC s decision, in fact, the docket reveals that MASN has not filed any such petition. Rather, MASN has filed only two documents, each labeled a Summons with Notice. Specifically, on July 2, 2014, MASN filed a Summons with Notice directed to the Washington Nationals Baseball Club, LLC, WN Partner, LLC, Nine Sports Holding, LLC, and the Office of Commissioner of Baseball. (Dkt. 1). On July 7, 2014, MASN filed a Supplemental Summons with Notice that added Allan H. Bud Selig, as Commissioner of Major League Baseball, as an additional Respondent. (Dkt. 2). Both Summonses with Notice contain the following Notice: Notice: The nature of this action is a petition to vacate or modify, under all applicable grounds including pursuant to the Federal Arbitration Act, State arbitration acts and any applicable agreements, an arbitration award issued by the Revenue Sharing Definitions Committee of Major League Baseball dated June 30, The relief sought is to vacate or modify an arbitration award issued by the Revenue Sharing Definitions Committee of Major League Baseball dated June 30, Neither Summons with Notice has been served upon the Nationals. 34. While MASN claims that [t]he nature of this action is a petition to vacate or modify the RSDC Award, MASN s bare Summons with Notice is a legally deficient mechanism for challenging an arbitration award. Under the C.P.L.R., applications to vacate arbitral awards must be brought by special proceeding, which requires, at a minimum, the filing of a Petition to Vacate, to be accompanied or followed by a Notice of Petition and supporting affidavits, if any. See N.Y. C.P.L.R ( A special proceeding shall be used to bring before a court the first application arising out of an arbitrable controversy which is not made in a pending action. ) (emphasis added); McKinney s commentary on C.P.L.R

17 (this requirement ensure[s] that arbitration-related disputes are resolved in a relatively expeditious manner ); 304 ( A special proceeding is commenced by filing a petition in accordance with rule twenty-one hundred two of this chapter. ); see also N.Y. C.P.L.R. 403 & 306-b (setting forth further procedures for proper service of the petition, notice of petition and any supporting affidavits in special proceedings); MRC Receivables Corp. v. Taylor, 57 A.D.3d 1000, 1001, 871 N.Y.S.2d 293 (1st Dep t 2008) ( A special proceeding is commenced by the filing of a petition... ) (citing cases). 35. A Summons with Notice, of the type MASN has filed here, is used to commence an ordinary action, not a special proceeding. See id. at 7502(a) ( An action is commenced by filing a summons and complaint or summons with notice in accordance with rule twenty-one hundred two of this chapter. ). 36. To date, MASN has not filed or served any Petition, Notice of Petition, supporting affidavits, Request for Judicial Intervention. Nor has MASN served the Nationals with the Summonses with Notice in this action. 37. In addition, MASN s Summonses name a series of parties that appear unnecessary to MASN s purported effort to vacate the RSDC Award. Specifically, MASN s Supplemental Summons with Notice names four parties in addition to the Nationals WN Partner, LLC, Nine Sports Holding, LLC, the Office of the Commissioner of Major League Baseball, and Allan H. Bud Selig, as the Commissioner of Major League Baseball. Other than the Washington Nationals, none of these persons or entities are proper parties to a proceeding for confirmation or vacatur of the RSDC Award, because none but the Washington Nationals were party to the underlying arbitration. The only proper parties to a judicial action are the parties to the arbitration proceeding. Thomas H. Oemke, Appealing Adverse Arbitration Awards, 94 AM. 12

18 JUR. TRIALS 211 (2004). Moreover, WN Partner, LLC, and Nine Sports Holdings, LLC are also not parties to the Telecast Agreement, which contains the arbitration clause on which the arbitration and this proceeding are based. 38. Given that MASN had not served the Nationals with process in this action, and the Commissioner s instruction that the parties should refrain from litigating any disputes arising from the RSDC Award, the Nationals initially sought relief directly from the Commissioner when confronted with MASN s refusal to pay voluntarily the amounts required by the RSDC Award. Thus, on July 7, 2014, the Nationals submitted a Petition to the Commissioner of Major League Baseball in which the Nationals requested, inter alia, that the Commissioner confirm the RSDC Award and order MASN to pay promptly to the Nationals the amounts presently due and owing under the Award. In the alternative, the Nationals requested that the Commissioner act in his capacity as arbitrator, as provided in Section 8.B of the Telecast Agreement, to confirm and enforce the RSDC Award. A true and correct copy of the Nationals Petition to the Commissioner is attached to this Petition as Exhibit G. 39. On July 8, 2014, MASN sent the Commissioner a letter in opposition to the Nationals Petition, in which MASN argued that the Commissioner is without authority to confirm the RSDC Award and that, instead, MASN is entitled to have the RSDC Award reviewed by a court of law ( MASN s July 8 Letter ). A true and correct copy of MASN s July 8 Letter is attached to this Petition as Exhibit H. 40. The Nationals submitted a Reply in support of its Petition on July 9, 2014, in which the Nationals made clear, among other things, that the Nationals had directed the Petition to the Commissioner based on the Commissioner s advice to the parties that the Major League Constitution precludes the parties from taking any action in the courts related to the RSDC 13

19 Award (the Nationals Reply ). A true and correct copy of the Nationals Reply is attached to this Petition as Exhibit I. 41. Having received no response from the Commissioner to the Nationals Petition, on July 18, 2014 (the Nationals July 18 Letter ), the Nationals sent a letter to the Commissioner which stated, in relevant part: It has now been 10 days since the submission of the Nationals' petition, yet the Commissioner has taken no action to confirm the award. Nor has the Commissioner taken any action against MASN, which commenced a New York State court proceeding notwithstanding the Commissioner's warning, in his June 30, 2014 Letter, that he would impose sanctions if MASN or the Nationals brought litigation relating to the RSDC decision. The Nationals can only conclude from the current circumstances that the Commissioner does not intend to make any prompt determination to confirm the RSDC decision, and that the Commissioner does not intend to follow through on the assertions in his June 30 Letter regarding litigation related to the RSDC decision. The Nationals, however, are entitled to pursue a prompt confirmation of the decision, and MASN may not properly avoid its obligations under that decision through delay tactics. 42. To date, the Commissioner has failed to confirm the arbitration award, and also has failed to impose any sanction on MASN for having initiated this action. It now appears clear that the Commissioner does not intend to make any prompt determination with respect to confirming the RSDC decision, and that the Commissioner does not intend to follow through on the assertions in his June 30 Letter regarding litigation related to the RSDC decision. 43. The Nationals thus now exercise their right to bring the present Verified Petition to Confirm the RSDC Award. To ensure that the parties dispute over enforcement of the RSDC Award will be heard in a jurisdictionally and procedurally appropriate manner consistent with the governing provisions of the C.P.L.R., rather than filing a motion in opposition to MASN s 14

20 defective Summons with Notice, the Nationals have instead filed this Verified Petition, together with a Notice of Verified Petition, as required by C.P.L.R. 7502, 304 and 403. AUTHORITY FOR CONFIRMATION OF THE ARBITRATION AWARD 44. C.P.L.R provides that [t]he court shall confirm an award upon application of a party made within one year after its delivery to him, unless the award is vacated or modified upon a ground specified in section (emphasis added). In addition, the parties agreed pursuant to Section 2.J.3 of the Telecast Agreement that the fair market value of the Nationals telecast rights as established by the RSDC, shall be final and binding on the Nationals and MASN, and the Nationals and MASN may seek to vacate or modify such fair market valuation as established by the RSDC only on the grounds of corruption, fraud or miscalculation of figures. C.P.L.R further provides that a judgment shall be entered upon the confirmation of an award. 45. The RSDC Award has not been vacated or modified upon any of the grounds set forth by N.Y. C.P.L.R Nor, upon information and belief, do any grounds for vacatur or modification of the RSDC Award exist. Indeed, [a]n arbitration award must be upheld where the arbitrator offers even a barely colorable justification for the outcome reached. Wien & Malkin LLP v. Helmsley-Spear, Inc., 6 N.Y.3d 471 (2006) ( [W]e have stated time and again that an arbitrator s award should not be vacated for errors of law and fact committed by the arbitrator and the courts should not assume the role of overseers to mold the award to confirm to their sense of justice. ). 46. This petition is timely because it is filed within one year after the issuance of the RSDC Award. 47. There has been no prior request for this or any similar relief from this or any other court of competent jurisdiction. 15

21 48. Because MASN s Summons with Notice does not constitute a valid application to the Court arising out of the RSDC Award, this Verified Petition is the first application arising out of an arbitrable controversy under N.Y. C.P.L.R. 7502(a), and therefore is properly asserted as a Petition pursuant to C.P.L.R and 304. PRAYER FOR RELIEF Petitioner prays that: a. This Court issue an order confirming the Arbitration Award of the RSDC, as authorized under New York C.P.L.R. 7510; b. This Court direct the entry of a judgment that conforms to the Arbitration Award of the RSDC pursuant to New York C.P.L.R. 7514; c. This Court dismiss the defective Summons[es] with Notice filed by MASN, on the basis that such Summonses are a procedurally defective mechanism to commence proceedings to challenge or enforce an arbitral award under New York C.P.L.R and 304; d. This Court dismiss from this proceeding the Respondents named in the Summonses with Notice as follows: WN Partner, LLC, Nine Sports Holding, LLC, the Office of Commissioner of Baseball, and Allan H. Bud Selig, as Commissioner of Major League Baseball, on the basis that they were not parties to the RSDC Arbitration and are not subject to the RSDC Award and therefore are not proper or necessary parties to a proceeding to challenge or enforce the RSDC Award; e. This Court award the Nationals their attorneys fees and costs incurred in this proceeding; and f. This Court award any and all other relief that the Court deems just and proper. 16

22 DATED: New York, New York July 24, 2014 Respectfully submitted, QUINN EMANUEL URQUHART & SULLIVAN, LLP By: tt Steph R. Neuwirth Julia J. Peck j uliapeck@quinnemanuel.com Jennifer D. Bishop j enniferbishop@quinnemanuel. corn 51 Madison Avenue, 22 nd Floor, New York, New York (212) Attorneys for Washington Nationals Baseball Club, LLC, improperly identified as Respondent 17

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24 SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK TCR SPORTS BROADCASTING HOLDING, LLP, -against- Petitioner, Index No /2014 CERTIFICATE OF CONFORMITY WN PARTNER, LLC; NINE SPORTS HOLDING, LLC; WASHINGTON NATIONALS BASEBALL CLUB, LLC; THE OFFICE OF THE COMMISSIONER OF BASEBALL; and ALLAN H. "BUD" SELIG, AS COMMISSIONER OF MAJOR LEAGUE BASEBALL, Respondents. I, TYLER WHITMER, declare as follows: I am an attorney admitted to practice in California. I reside in New York, New York. 2. I am fully acquainted with the laws of California pertaining to the taking of oaths and affirmations. 3. I make this declaration pursuant to N.Y. C.P.L.R to certify that the attached Verified Petition and Verification of Ed Cohen was sworn to before C.F. Harrington, a notary public or other officer, in a manner prescribed by the laws of California, and that it duly conforms with all such laws and is in all respects valid and effective in California. 4. I declare under penalty of perjury that the foregoing is true and correct. Executed in New York, New York on the 24th day of July,

25 Z' r 11ti11er CA SBN:

26 SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK TCR SPORTS BROADCASTING HOLDING, LLP, Petitioner, Index No /2014 -against- WN PARTNER, LLC; NINE SPORTS HOLDING, LLC; WASHINGTON NATIONALS BASEBALL CLUB, LLC; THE OFFICE OF THE COMMISSIONER OF BASEBALL; and ALLAN H. BUD SELIG, AS COMMISSIONER OF MAJOR LEAGUE BASEBALL, Respondents. EXHIBIT A TO THE WASHINGTON NATIONALS BASEBALL CLUB LLC S VERIFIED PETITION TO CONFIRM ARBITRATION AWARD Exhibit A will be submitted to the Court confidentially in accordance with the Proposed Order to Show Cause and annexed documents filed concurrently herewith.

27 SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK TCR SPORTS BROADCASTING HOLDING, LLP, Petitioner, Index No /2014 -against- WN PARTNER, LLC; NINE SPORTS HOLDING, LLC; WASHINGTON NATIONALS BASEBALL CLUB, LLC; THE OFFICE OF THE COMMISSIONER OF BASEBALL; and ALLAN H. BUD SELIG, AS COMMISSIONER OF MAJOR LEAGUE BASEBALL, Respondents. EXHIBIT B TO THE WASHINGTON NATIONALS BASEBALL CLUB LLC S VERIFIED PETITION TO CONFIRM ARBITRATION AWARD Exhibit B will be submitted to the Court confidentially in accordance with the Proposed Order to Show Cause and annexed documents filed concurrently herewith.

28 SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK TCR SPORTS BROADCASTING HOLDING, LLP, Petitioner, Index No /2014 -against- WN PARTNER, LLC; NINE SPORTS HOLDING, LLC; WASHINGTON NATIONALS BASEBALL CLUB, LLC; THE OFFICE OF THE COMMISSIONER OF BASEBALL; and ALLAN H. BUD SELIG, AS COMMISSIONER OF MAJOR LEAGUE BASEBALL, Respondents. EXHIBIT C TO THE WASHINGTON NATIONALS BASEBALL CLUB LLC S VERIFIED PETITION TO CONFIRM ARBITRATION AWARD

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31 SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK TCR SPORTS BROADCASTING HOLDING, LLP, Petitioner, Index No /2014 -against- WN PARTNER, LLC; NINE SPORTS HOLDING, LLC; WASHINGTON NATIONALS BASEBALL CLUB, LLC; THE OFFICE OF THE COMMISSIONER OF BASEBALL; and ALLAN H. BUD SELIG, AS COMMISSIONER OF MAJOR LEAGUE BASEBALL, Respondents. EXHIBIT D TO THE WASHINGTON NATIONALS BASEBALL CLUB LLC S VERIFIED PETITION TO CONFIRM ARBITRATION AWARD

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34 SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK TCR SPORTS BROADCASTING HOLDING, LLP, Petitioner, Index No /2014 -against- WN PARTNER, LLC; NINE SPORTS HOLDING, LLC; WASHINGTON NATIONALS BASEBALL CLUB, LLC; THE OFFICE OF THE COMMISSIONER OF BASEBALL; and ALLAN H. BUD SELIG, AS COMMISSIONER OF MAJOR LEAGUE BASEBALL, Respondents. EXHIBIT E TO THE WASHINGTON NATIONALS BASEBALL CLUB LLC S VERIFIED PETITION TO CONFIRM ARBITRATION AWARD

35 quinn emanuel trial lawyers new york 51 Madison Avenue, 22nd Floor, New York, New York TEL (212) FAX (212) WRITER'S DIRECT DIAL NO. (212) WRITER'S INTERNET ADDRESS July 1, 2014 VIA FEDERAL EXPRESS AND ELECTRONIC MAIL Pamela J. Marple, Esq. Chadbourne & Parke LLP 1200 New Hampshire Ave. NW Washington, DC (202) Re: Washington Nationals Telecast Rights Fee Payments Dear Ms. Marple: I write in response to your June 30, 2014 letter. As an initial matter, regardless of what actions MASN or any other party may take to challenge the decision of the Revenue Sharing Definitions Committee (the RSDC Decision ), the RSDC Decision requires MASN to pay the Nationals an additional $10,037, for the telecast rights fee payments due on April 1, 2014 and June 1, 2014 of this year. This amount is currently due and owing under Section 2.H of the Settlement Agreement, and MASN should pay this amount to the Nationals immediately. At the same time, contrary to the unsupported assertions in your June 30 letter, the Nationals May 30, 2014 formal default notice concerning MASN s failure to pay the contractually-required rights fee payment due on April 1, 2014 (the May 30 Notice ) was neither premature nor defective. Irrespective of the date of the RSDC Decision, the Settlement Agreement required MASN to pay the Nationals on April 1, 2014 a fair market value for the telecast rights. The RSDC Decision only confirms that MASN s April 1, 2014 payment to the Nationals was deficient by any reasonable standard. As set forth in the May 30 Notice, the thirty day period for MASN to cure its default ends tomorrow, July 2, quinn emanuel urquhart & sullivan, llp LOS ANGELES SAN FRANCISCO SILICON VALLEY CHICAGO WASHINGTON, DC LONDON TOKYO MANNHEIM MOSCOW HAMBURG PARIS MUNICH SYDNEY HONG KONG BRUSSELS

36 The Nationals expressly reserve all rights provided by contract or law, including without limitation the right to seek interest on any amounts that MASN owes the Nationals. Very truly yours, Stephen R. Neuwirth cc: Commissioner Allan H. (Bud) Selig (by ) Robert D. Manfred, Jr., Esq. (by ) Arnold M. Weiner, Esq. (by ) Alan M. Rifkin, Esq. (by ) H. Russell Smouse, Esq. (by Federal Express) Thomas J. Hall, Esq. (by ) 2

37 SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK TCR SPORTS BROADCASTING HOLDING, LLP, Petitioner, Index No /2014 -against- WN PARTNER, LLC; NINE SPORTS HOLDING, LLC; WASHINGTON NATIONALS BASEBALL CLUB, LLC; THE OFFICE OF THE COMMISSIONER OF BASEBALL; and ALLAN H. BUD SELIG, AS COMMISSIONER OF MAJOR LEAGUE BASEBALL, Respondents. EXHIBIT F TO THE WASHINGTON NATIONALS BASEBALL CLUB LLC S VERIFIED PETITION TO CONFIRM ARBITRATION AWARD

38 quinn emanuel trial lawyers new york 51 Madison Avenue, 22nd Floor, New York, New York TEL (212) FAX (212) WRITER'S DIRECT DIAL NO. (212) WRITER'S INTERNET ADDRESS July 3, 2014 VIA FEDERAL EXPRESS AND ELECTRONIC MAIL Pamela J. Marple, Esq. Chadbourne & Parke LLP 1200 New Hampshire Ave. NW Washington, DC As Counsel to Mid-Atlantic Sports Network Alan M. Rifkin, Esq. Rifkin Weiner Livingston Levitan & Silver LLC 225 Duke of Gloucester Street Annapolis, Maryland As Counsel to Mid-Atlantic Sports Network Re: Notice of Default Dear Ms. Marple and Mr. Rifkin: We represent the Washington Nationals Baseball Club (the Nationals ). We are writing to you in your capacity as counsel to TCR Sports Broadcasting Holding, LLC d/b/a Mid-Atlantic Sports Network ( MASN ). This letter constitutes a formal notice by the Nationals to MASN of defaults by MASN pursuant to Section 2.R of the Settlement Agreement. First, on June 1, 2014, MASN issued an annual rights fee payment to the Nationals. Contrary to the express terms of the Settlement Agreement, which provide that the Nationals were to receive rights fee payments from MASN at fair market value beginning in 2012, the June 2014 payment of $9,818, failed to reflect the fair market value of the telecast rights licensed by the Nationals and the Orioles to MASN. Second, on June 30, 2014, the MLB s Revenue Sharing Definitions Committee ( RSDC ) issued a determination as to the fair market value for the Nationals telecast rights for the five-year period beginning in 2012 (the RSDC Decision ). The RSDC Decision required MASN to immediately pay the Nationals an additional $10,037, in telecast rights fee payments, as I informed you in my letter of July 1, The Nationals have not received this payment. quinn emanuel urquhart & sullivan, llp LOS ANGELES SAN FRANCISCO SILICON VALLEY CHICAGO WASHINGTON, DC LONDON TOKYO MANNHEIM MOSCOW HAMBURG PARIS MUNICH SYDNEY HONG KONG BRUSSELS

39 Both MASN s failure to provide the contractually-required rights fee payment on June 1, 2014, and its failure to provide a payment of $10,037, following the RSDC Decision, are events of default. Pursuant to Section 2.R of the Settlement Agreement, MASN shall have until August 6, 2014 to cure these defaults. Failure by MASN to cure its defaults by August 6, 2014 shall trigger the Nationals rights under Section 2.R of the Settlement Agreement to seek all appropriate remedies for nonpayment, including (without limitation) termination of MASN s license to telecast Nationals games. The Nationals reserve all rights provided by contract or law, including without limitation the right to seek interest on any amounts that MASN owes the Nationals. Finally, nothing in this letter limits, or is intended to limit, the Nationals' May 30, 2014 notice of default to MASN, or my letter of today providing notice of MASN's failure to cure that default within the 30-day period provided in the Settlement Agreement. The defaults described in this letter are separate from, and in addition to, the previously noticed default that MASN failed to cure. Very truly yours, Stephen R. Neuwirth cc: Commissioner Allan H. (Bud) Selig (by and FedEx) Peter G. Angelos (by and FedEx (c/o Alan M. Rifkin)) Robert D. Manfred, Jr., Esq. (by ) 2

40 SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK TCR SPORTS BROADCASTING HOLDING, LLP, Petitioner, Index No /2014 -against- WN PARTNER, LLC; NINE SPORTS HOLDING, LLC; WASHINGTON NATIONALS BASEBALL CLUB, LLC; THE OFFICE OF THE COMMISSIONER OF BASEBALL; and ALLAN H. BUD SELIG, AS COMMISSIONER OF MAJOR LEAGUE BASEBALL, Respondents. EXHIBIT G TO THE WASHINGTON NATIONALS BASEBALL CLUB LLC S VERIFIED PETITION TO CONFIRM ARBITRATION AWARD

41 quinn emanuel trial lawyers new york 51 Madison Avenue, 22nd Floor, New York, New York TEL (212) FAX (212) WRITER'S DIRECT DIAL NO. (212) WRITER'S INTERNET ADDRESS PETITION TO THE COMMISSIONER OF MAJOR LEAGUE BASEBALL To the Commissioner of Major League Baseball: The Washington Nationals Baseball Club (the "Nationals") files this petition with the Commissioner seeking confirmation and enforcement of the June 30, 2014 decision of the Revenue Sharing Definitions Committee ("RSDC") concerning the television broadcast rights fees to be paid by the Mid-Atlantic Sports Network ("MASN") to the Nationals (the "RSDC Decision") pursuant to the agreement by and among the Office of the Commissioner of Baseball d/b/a Major League Baseball, TCR Sports Broadcasting Holding, L.L.P., Baseball Expos, L.P. d/b/a Washington Nationals Baseball Club, and the Baltimore Orioles Limited Partnership dated March 28, 2005 (the "2005 Telecast Agreement"). The Commissioner's letter of June 30, 2014 to Theodore Lerner and Peter Angelos (the "Commissioner's June 30 Letter") set forth Major League Baseball's position that it would violate the Major League Constitution for the Nationals (or MASN) to commence any litigation in the courts related to the RSDC Decision. The RSDC Decision was rendered pursuant to Section 2.J.3 of the 2005 Telecast Agreement, which provides that the decision was "final and binding" and may be vacated or modified only "on the grounds of corruption, fraud or miscalculation of figures." See also Commissioner's June 30 Letter at 1 ("This decision is 'final and binding' on the Nationals and MASN.") The Nationals therefore hereby petition the Commissioner to (i) confirm the RSDC Decision, (ii) order MASN to pay promptly to the Nationals the amounts presently due and owing under the award, including without limitation the amounts due and owing for the first two quarters of 2014, and (iii) order MASN to cease and desist from any actions with respect to the RSDC decision that are inconsistent with the procedures set forth in the 2005 Telecast Agreement. In the alternative, the Nationals hereby petition the Commissioner to act as an arbitrator, pursuant to Section 8.B of the 2005 Telecast Agreement, and (i) confirm the RSDC Decision, (ii) order MASN to pay promptly to the Nationals the amounts presently due and owing under the award, including without limitation the amounts due and owing for the first two quarters of 2014, and (iii) order MASN to cease and desist from any actions with respect to the quinn emanuel urquhart & sullivan, llp LOS ANGELES SAN FRANCISCO SILICON VALLEY CHICAGO WASHINGTON, DC LONDON TOKYO MANNHEIM MOSCOW HAMBURG PARIS MUNICH SYDNEY HONG KONG BRUSSELS