PUBLISHED

UNITED STATES COURT OF APPEALS

FOR THE FOURTH CIRCUIT

JKC HOLDING COMPANY LLC, 

Plaintiff-Appellee,

v.

WASHINGTON SPORTS VENTURES,

INCORPORATED,

Defendant-Appellant,

and

WFI GROUP, INCORPORATED, formerly  No. 00-2511

known as Jack Kent Cooke,

Incorporated; THE ESTATE OF JACK

KENT COOKE,

Defendants-Appellees,

and

GREGORY R. DILLON; MARK POLLAK;

HOWARD B. SOLOWAY,

Defendants. 

Appeal from the United States District Court

for the Eastern District of Virginia, at Alexandria.

Claude M. Hilton, Chief District Judge.

(CA-00-35-A)

Argued: June 5, 2001

Decided: September 7, 2001

Before WILKINSON, Chief Judge, NIEMEYER, Circuit Judge,

and Irene M. KEELEY, Chief United States District Judge

for the Northern District of West Virginia,

sitting by designation.
Affirmed by published opinion. Chief Judge Keeley wrote the opinion, in which Chief Judge Wilkinson and Judge Niemeyer joined. 

COUNSEL

ARGUED: David Boies, BOIES, SCHILLER & FLEXNER, L.L.P.,

Armonk, New York, for Appellant. Paul J. Mode, Jr., WILMER,

CUTLER & PICKERING, Washington, D.C., for Appellees. ON

BRIEF: Alan B. Vickery, Christopher M. Green, BOIES, SCHILLER & FLEXNER, L.L.P., Armonk, New York; Jonathan D. Schiller,

Carol J. Nichols, BOIES, SCHILLER & FLEXNER, L.L.P., Washington, D.C., for Appellant. David P. Donovan, Melanie D. Coates,

Laura B. Kotanchik, Joshua R. Stebbins, WILMER, CUTLER &

PICKERING, Washington, D.C.; Thomas C. Green, Mark D. Hopson,

Griffith L. Green, Kristin Graham Koehler, SIDLEY & AUSTIN,

Washington, D.C., for Appellees.

OPINION

KEELEY, Chief District Judge: 

In this case we are asked to determine whether JKC Holding Company LLC ["JKC Holding"] engaged in wrongdoing to prevent the

sale of the Washington Redskins professional football team to Washington Sports Ventures, Inc. ["WSV"]. WSV failed in its attempt to

purchase the Redskins from the Estate of Jack Kent Cooke and

alleges a variety of claims, including breach of contract and fraudulent inducement against JKC Holding. Because of the speculative

nature of the evidence on which WSV relies, we affirm the district

court’s grant of summary judgment to JKC Holding. 

I.

At the time of his death in April 1997, Jack Kent Cooke held 90%

of the shares of JKC, Inc., which in turn owned the Washington Redskins, Jack Kent Cooke Stadium and the Redskins’ training facility in

Virginia. His son, John Cooke, Sr. ["Cooke"], owned the remaining

2 JKC HOLDING v. WASHINGTON SPORTS VENTURES
10% of the shares. Jack Kent Cooke’s will provided that his estate

["Estate"] was to sell his stock in JKC, Inc. and use the proceeds to

fund a charitable foundation benefitting underprivileged youth. Cooke

was one of the executors of the Estate, as well as a director of JKC,

Inc. and JKC Holding, which was formed for the purpose of selling

the team and its related assets. A Special Committee, consisting of all

of the JKC, Inc. directors except Cooke, was created to oversee the

sale. Cooke recused himself from sitting on the Special Committee

because he wished to bid on the team himself.

After a controlled auction for the stock, which began in September

1998 and ended in January 1999, the Special Committee accepted an

$800 million bid from WSV, a group of investors led by Howard P.

Milstein ["Milstein"], his brother Edward L. Milstein, and Daniel

Snyder ["Snyder"]. Cooke and his group of investors had offered the

second highest bid of $725 million. 

On January 9 and January 10, 1999, representatives of the Special

Committee and WSV met to finalize the Stock Purchase Agreement

["Agreement"]. Prior to the exchange of signature pages, representatives of the Special Committee advised WSV’s representatives that

Cooke was disappointed, upset and emotional over the pending sale

of the Redskins to WSV, but stated that they thought he would get

over his disappointment. WSV’s representatives have testified they

understood that Cooke was potentially hostile to WSV’s bid and that

the transaction could fail as a result. Importantly, the Special Committee gave WSV time to reconsider proceeding with the Agreement in

light of this information. Nevertheless, WSV decided to proceed, and

the signature pages were signed and exchanged on January 10, 1999.

The Agreement between the parties is 64 pages in length and teams

of lawyers participated in the negotiations of its terms. It conditioned

the sale of stock upon WSV obtaining the approval of the National

Football League ["NFL"] for its ownership of the Washington Redskins. The parties agreed to "consult and use commercially reasonable

efforts to make or obtain all Approvals as soon as is reasonably practicable after execution of this Agreement." Art. VII, §7.2. 

Each party was contractually obliged to use its best efforts to

secure NFL approval for WSV. In addition, WSV was required to

JKC HOLDING v. WASHINGTON SPORTS VENTURES 3
provide a $30 million irrevocable letter of credit, which JKC Holding

could exercise if a "Deposit Forfeiture Event" occurred. Under the

Agreement, the following three conditions must exist for a "Deposit

Forfeiture Event" to occur: (1) the Agreement was terminated prior to

the closing date, in accordance with the termination provisions set

forth in Section 9.1 of the Agreement;1 (2) the Agreement was terminated prior to WSV obtaining NFL approval to own the Redskins; and

(3) the NFL Commissioner did not advise JKC Holding in writing

that the reason WSV did not obtain NFL approval was solely due to

problems with JKC Holding’s capital structure. The closing date was

originally set for March 31, 1999, but this was later amended to April

14, 1999. 

The NFL owners scheduled a vote on WSV’s proposed ownership

of the Washington Redskins on April 7, 1999. Eight negative votes

would prevent WSV from obtaining NFL approval, but it was aware

of only three. Shortly before the NFL owners were to vote, however,

WSV entered into a separate agreement with the NFL, negotiated by

Commissioner Paul Tagliabue and Finance Committee Chairman

Robert Kraft. According to this separate agreement, the NFL owners

agreed to pay WSV the amount of any loss (up to $30 million) that

it actually incurred with respect to the irrevocable letter of credit provided to JKC Holding under the Agreement, if WSV would voluntarily withdraw its bid and agree not to sue the NFL over its application

and subsequent withdrawal. The NFL owners then voted to accept

1Section 9.1 of the Agreement provides that "This Agreement may be

terminated and the Stock Purchase may be abandoned at any time prior

to the Closing Date: (a) by mutual written consent of Seller and Acquiror; (b) by either Seller or Acquiror, if (i) the Stock Purchase shall not

have been consummated by 5:00 p.m. Eastern Time on the Termination

Date; provided, however, that the right to terminate this Agreement pursuant to Section 9(b)(i) shall not be available to any party whose failure

to fulfil any covenant or obligation under this Agreement has been the

cause of, or result in, the failure of the Closing to occur on or before such

date; . . . or (e) by Seller of Acquiror, if they are notified in writing by

the Commissioner that the NFL considered and voted upon the Stock

Purchase (and the other Transactions, if any, requiring NFL Approval)

at a meeting held in accordance with NFL Rules and that the NFL did

not approve of the Stock purchase (or any other such Transactions)."

Agreement, Art. IX. (emphasis in original). 

4 JKC HOLDING v. WASHINGTON SPORTS VENTURES
WSV’s voluntary withdrawal from the approval process, and resolved

to approve the agreement with WSV on condition that a satisfactory

and enforceable final agreement be prepared encompassing such

terms. 

Following the withdrawal of WSV’s bid, Cooke renewed his bid

for the Redskins, but the Special Committee again rejected it and, in

July 1999, sold the team to a group headed by Snyder, the Milsteins’

former minority partner, for $800 million.2

Pursuant to its agreement with WSV, JKC Holding demanded payment under the $30 million irrevocable letter of credit on January 5,

2000. It filed a declaratory judgment action against WSV to establish

its right to exercise the letter of credit, contending that all of the

requirements for a Deposit Forfeiture Event had occurred. WSV

counterclaimed against JKC Holding, WFI Group, Incorporated (formerly JKC, Inc.), the Estate of Jack Kent Cooke, and three individuals who were executors of the Estate, managers of JKC Holding and

formerly directors of JKC, Inc. [collectively "counterclaim defendants"]. It did not sue Cooke in this action, although the record indicates that WSV has filed a separate action against him elsewhere. 

WSV alleged that the counterclaim defendants breached the Agreement by failing to use their best efforts to cause the Estate, and specifically Cooke, to support its proposed deal to purchase the Redskins,

and that they fraudulently induced WSV to enter into the Agreement

by representing that Cooke would not interfere in the approval process. In its appeal, WSV has not challenged the district court’s earlier

dismissal of its breach of fiduciary duty, business conspiracy, and tortious interference with business relations claims. 

On October 26, 2000, the district court granted JKC Holding’s

motion for summary judgment on its declaratory judgment count and

dismissed WSV’s remaining counterclaims. The district court found

that WSV’s withdrawal from the NFL approval process amounted to

a repudiation of the Agreement and that WSV could not complain,

and no jury could find, that JKC Holding prevented WSV from gain2As part of the sale, JKC Holding reimbursed Daniel Snyder his $10

million share of the irrevocable letter of credit. 

JKC HOLDING v. WASHINGTON SPORTS VENTURES 5
ing NFL approval when it was WSV that prevented a vote from being

taken by withdrawing its application.

On appeal, WSV contends that the $30 million irrevocable letter of

credit agreed to by the parties is unenforceable as an illegal penalty

under New York law,3 and that JKC Holding caused WSV to withdraw its application before the NFL approval process was completed.

WSV further argues that the district court erred in limiting the damages it could recover under the Agreement, and in granting summary

judgment on its fraudulent inducement claim. 

II.

We review a grant of summary judgment de novo. Virtual Works,

Inc. v. Volkswagen Of Am., Inc., 238 F.3d 264, 269 (4th Cir. 2001).

Summary judgment is appropriate only if "the pleadings, depositions,

answers to interrogatories, and admissions on file, together with affidavits, if any, show that there is no genuine issue as to any material

fact and that the moving party is entitled to judgment as a matter of

law." Fed.R.Civ. P. 56(c). The existence of an alleged factual dispute

between the parties will not defeat a properly supported motion for

summary judgment, unless the disputed fact is one that might affect

the outcome of the litigation. Hooven-Lewis v. Caldera, 249 F.3d 259,

265 (4th Cir. 2001). Mere speculation by the non-movant cannot

create a genuine issue of material fact. Cox v. County of Prince William, 249 F.3d 295, 299 (4th Cir. 2001). A material fact is one where

its existence or non-existence could result in a different jury verdict.

See Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248 (1986). 

Any permissible inferences to be drawn from the underlying facts

must be viewed in the light most favorable to the party opposing the

motion. Matushita Elec. Indus. Co. Ltd. v. Zenith Radio Corp., 475

U.S. 574, 587-88 (1986). However, such inferences must "fall within

the range of reasonable probability and not be so tenuous as to

amount to speculation or conjecture." Thompson Everett, Inc. v.

National Cable Advert., L.P., 57 F.3d 1317, 1323 (4th Cir. 1995). 

3The Agreement provides that it would be governed by and construed

in accordance with the laws of New York, without regard to any applicable principles of conflicts of law. Art. X, § 10.10. 

6 JKC HOLDING v. WASHINGTON SPORTS VENTURES
The function of the judge at the summary judgment stage is not to

determine the truth of a matter or to weigh credibility but to determine

whether there is any genuine issue of fact that can only properly be

resolved by a finder of fact because it could reasonably be resolved

in favor of either party. Anderson, 477 U.S. at 250. WSV and JKC

Holding waived their respective rights to a jury trial under the terms

of the Agreement,4 and we are cognizant that discovery had closed

and the district court was provided with thousands of pages of deposition transcripts and documents as part of the cross-motions for summary judgment. Consequently, although we still review the grant of

summary judgment de novo, as a practical matter, we recognize that

summary judgment may be particularly appropriate given the circumstances, because it is favored as a mechanism to secure the just,

speedy and inexpensive determination of a case, where its proper use

can avoid the cost of a trial. See Thompson Everett, 57 F.3d at 1322-

23 (quoting Fed.R.Civ.P. 1). "One of the principle purposes of the

summary judgment rule is to isolate and dispose of factually unsupported claims or defenses." Celotex Corp. v. Catrett, 477 U.S. 317,

323-24 (1986). 

III.

We first consider whether JKC Holding breached the Agreement

by failing to meet its contractual obligation to use its best efforts to

secure NFL approval for WSV. Under the terms of the Agreement,

JKC Holding is entitled to exercise the letter of credit unless it

breached the Agreement and such breach was the cause of WSV’s

failure to gain NFL approval. 

Because we consider the facts in the light most favorable to the

non-movant, we must assume that Cooke acted improperly following

the announcement that the Special Committee had accepted WSV’s

bid. Even assuming that Cooke expressed his disappointment that his

bid had been rejected and refused to support WSV’s bid publicly, the

evidence does not support a finding either that JKC Holding, and the

other counterclaim defendants, violated the Agreement by failing to

take disciplinary action against Cooke, or that Cooke’s actions influ4Art. X, §10.12. 

JKC HOLDING v. WASHINGTON SPORTS VENTURES 7
enced the NFL owners so that it would have been futile for WSV to

proceed with the approval process. 

Before WSV can prevail on its breach of contract counterclaim, it

must establish that its alleged damages would not have occurred but

for the alleged wrongful acts or omissions of the counterclaim defendants. See Krofft Entertainment, Inc. v. CBS Songs, A Div. of CBS,

Inc., 653 F.Supp. 1530, 1534 (S.D.N.Y. 1987). Damages are limited

to those losses and pecuniary disappointments that are "caused by"

the breach. Id. (quoting Corbin on Contracts (1964)). "New York

contract law adheres to the rule that there can be no recovery where

the plaintiff fails to prove that his injury was caused by the defendant’s breach." Id.

JKC Holding could not and did not guarantee that Cooke would

publicly support the sale of the Redskins to an entity outside of the

Cooke family. Proposed language in the Agreement that would have

committed JKC Holding to using its best efforts to cause its "direct

and indirect owners" to use their best efforts to get NFL approval was

replaced with language committing it, instead, to using its best efforts

to cause the "Companies and the Estate" to so act. Moreover, WSV’s

representatives knew Cooke was popular with the NFL owners but

chose to proceed with the Agreement, notwithstanding Cooke’s disappointment at losing the Redskins, and despite being aware that this

could affect WSV’s ability to secure NFL approval. 

The Special Committee discussed removing Cooke as an officer

and director but, with WSV’s assent, concluded that such a move

would be detrimental to the NFL approval process. Furthermore, the

Special Committee actively sought to persuade Cooke to support the

proposed sale because it was in all of their best interests to secure the

highest possible price for the team. Therefore, even viewing the evidence in the light most favorable to WSV, we conclude that the counterclaim defendants met their contractual "best efforts" obligations

and, consequently, did not breach the Agreement. 

We also affirm the district court’s finding that it was WSV who

breached the Agreement by voluntarily withdrawing from the NFL

approval process. WSV contends that proceeding with the approval

process would have been futile because of an alleged conspiracy

8 JKC HOLDING v. WASHINGTON SPORTS VENTURES
between Cooke and other NFL team owners to reject Milstein,

WSV’s controlling partner, as an owner. There is simply insufficient

evidence from which the trier of fact could reasonably find for WSV

on this issue. Not only can WSV not establish how the NFL owners

would have voted had they been given the opportunity to do so, but

it also cannot show that the counterclaim defendants’ actions were the

proximate cause of the owners’ concerns about Milstein and WSV. 

Those NFL owners who were deposed testified that Cooke was "irrelevant" and a "non-factor" in the approval process, and they refused

to concede that proceeding to a vote would have been futile. Rather,

the evidence establishes that the owners had grave reservations both

about the illiquidity of WSV’s financing and also Milstein’s character. Specifically, they were concerned about: (1) the highly-leveraged

nature of the proposed financing transaction and the unprecedented

high level of debt involved; (2) the relatively illiquid family real

estate partnerships comprising a large part of Milstein’s wealth; (3)

Milstein’s authority (or lack thereof) to sell family assets and holdings; (4) the non-responsive and misleading responses Milstein gave

to NFL inquiries into his finances; (5) Milstein’s record of litigiousness and his questionable conduct in prior litigation; (6) his perceived

mismanagement of the New York Islanders; (7) his treatment of his

minority partners when bidding on the Cleveland Browns; (8) WSV’s

political public relations lobbying campaign; and (9) the possibility

that Milstein would seek to reverse important NFL policies on licensing and revenue-sharing. 

WSV’s contention that Cooke somehow sabotaged the approval

process or conspired with other NFL owners to secure his purchase

of the team is belied by the ultimate sale of the team to Snyder, Milstein’s former partner at WSV. That sale strongly suggests that the

difficulties WSV encountered in seeking NFL approval stemmed

from concerns about Milstein himself and were not caused by Cooke

or the counterclaim defendants. 

No reasonable finder of fact could infer from the evidence presented either that proceeding with the approval process would have

been futile or that the owners’ misgivings about Milstein’s qualifications to be an NFL owner were proximately caused by or linked to

the counterclaim defendants. WSV’s failure to secure NFL approval

JKC HOLDING v. WASHINGTON SPORTS VENTURES 9
was not the result of any wrongdoing on the part of the seller. On the

contrary, its decision to withdraw voluntarily from the process and

enter into a separate deal with the NFL appears to have been motivated by a desire to protect itself from the anticipated loss of its $30

million irrevocable letter of credit.5

IV.

WSV next argues that if JKC Holding is entitled to exercise the

$30 million letter of credit pursuant to the terms of the Agreement,

the deposit constitutes an unenforceable penalty under New York law

and should be struck from the Agreement. WSV correctly notes that

the district court misapplied the legal test, under New York law, for

considering the validity of the provision. However, the $30 million

deposit passes muster even under the proper two-prong inquiry set

forth in Truck Rent-A-Center, Inc. v. Puritan Farms 2nd, Inc., 361

N.E.2d 1015 (N.Y. 1977):

The rule is now well-established. A contractual provision

fixing damages in the event of a breach will be sustained if

the amount liquidated bears a reasonable proportion to the

probable loss and the amount of actual loss is incapable or

difficult of precise estimation. If, however, the amount fixed

is plainly or grossly disproportionate to the probable loss,

the provision calls for a penalty and will not be enforced. 

Id. at 1018. 

In interpreting a provision fixing damages, it is immaterial what the

parties choose to call the provision. Id. Furthermore, "the agreement

should be interpreted as of the date of its making and not as of the

date of its breach." Id. at 1019. See generally X.L.O. Concrete Corp.

v. John T. Brady & Co., 482 N.Y.S.2d 476, 478-79 (App. Div. 1984)

(summarizing the principles by which liquidated damages clauses are

evaluated). New York law permits the use of liquidated damages

5

In light of our ruling that JKC Holding did not breach the contract,

we need not consider WSV’s claim that the district court erred in holding

that it was precluded from recovering damages other than its out-ofpocket expenditures in the event of a breach under the Agreement. 

10 JKC HOLDING v. WASHINGTON SPORTS VENTURES
clauses in contracts and provides that the validity of such clauses is

a question of law to be determined by the court. Brecher v. Laikin,

430 F.Supp. 103, 106 (S.D.N.Y. 1977) (citing Mosler Safe Co. v.

Maiden Lane Safe Deposit Co., 93 N.E. 81 (N.Y. 1910)). 

The district court correctly concluded that the $30 million irrevocable letter of credit provided to JKC Holding by WSV on January 13,

1999 bore a reasonable proportion to the probable loss. This amount

represents only 3.75% of the total purchase price and is less than half

of the $75 million difference between WSV’s bid and the next highest

bid. See e.g., Brazen v. Bell Atlantic Corp., 695 A.2d 43 (Del. 1997)

(upholding reasonableness of a $550 million liquidated damages provision in merger agreement where sum represented only 2% of one

corporation’s market capitalization). 

Furthermore, when the parties entered into their Agreement, the

amount of the actual loss in the event WSV’s bid to buy the Washington Redskins failed was incapable of precise estimation. Morgan

Stanley, the investment bank which oversaw the controlled auction,

advised the Special Committee that if the bid failed the value of the

shares would likely decrease and potential buyers could lose interest,

thus resulting in a lower sale price, as well as added transaction and

administrative costs. The Special Committee requested the letter of

credit as an incentive to insure that WSV did not suffer buyer’s

remorse but used its best efforts to secure NFL approval. 

Liquidated damages provisions are based on the principle of just

compensation and may not be used to reap a windfall or to secure performance by the compulsion of disproportion. In re: Coastline Steel

Prod., Inc., 402 N.Y.S.2d 947, 950 (Sup. Ct. 1978). Given the quality

and quantity of lawyers working on its behalf, the sophistication of

the parties and the parity of their bargaining power, WSV’s claims

that this provision is illegal and was imposed on them in terrorem is

unsubstantiated by the evidence and defies commonsense. 

Accordingly, JKC Holding is entitled to exercise the letter of credit

because it neither breached the Agreement nor caused the NFL’s failure to approve WSV within the time period provided. Furthermore,

the $30 million irrevocable letter of credit is an enforceable liquidated

damages provision under New York law because the damages flowJKC HOLDING v. WASHINGTON SPORTS VENTURES 11
ing from the failure of WSV’s bid were difficult to ascertain at the

time the parties entered into the Agreement, and the amount of damages is not plainly disproportionate to the injury. 

V.

Finally, we turn to WSV’s contention that the district court erred

in deciding that there was no evidence upon which a reasonable factfinder could conclude that JKC Holding’s representatives misrepresented material facts during the contract negotiations. Given their

later testimony that they had no idea what Cooke would do at that

time, WSV argues that these representatives misled it about Cooke’s

present state of mind when they reported they were sure he would get

over his disappointment and would live up to his agreements. WSV

further alleges that the seller’s representatives fraudulently omitted

material facts by not fully disclosing all of the information given to

them by NFL staff, such as the NFL wanting to see Cooke’s bid,

whether or not it was selected. 

"The elements of common law fraud are a material, false representation, an intent to defraud thereby, and reasonable reliance on the

representation, causing damage to the plaintiff." Katara v. D.E. Jones

Commodities, Inc., 835 F.2d 966, 970-71 (2nd Cir. 1987). Each element must be established by clear and convincing evidence. Id. at

971. See also Jo Ann Homes at Bellmore, Inc. v. Dworetz, 250 N.E.2d

214, 217 (N.Y. 1969) (listing the five elements of fraudulent misrepresentation as "a representation of fact, which is either untrue or recklessly made, and which is offered to deceive the other party and to

induce them to act upon it, causing injury."). 

WSV’s claims fail as a matter of law because JKC Holding’s representatives were merely reporting what they had been told about

Cooke’s reaction. Their comments were opinions and predictions of

what they hoped or anticipated would happen, not statements of material fact. See Plautus Corp. Pension Plan v. Nazareth, 705 N.Y.S.2d

649, 650 (App. Div. 2000) ("The rule is that a representation of opinion or a prediction of something which is hoped or expected to occur

in the future will not sustain an action for fraud."); Chase Inv., Ltd.

v. Kent, 681 N.Y.S.2d 319, 320 (App. Div. 1998) (same). Moreover,

WSV was given the opportunity to walk away from the proposed deal

12 JKC HOLDING v. WASHINGTON SPORTS VENTURES
in light of the information. Instead, it chose to proceed and thereby

assumed the risk of the "Cooke" factor. WSV’s own representatives

testified that they were aware that Cooke’s opposition to the deal

could make it harder for WSV to secure NFL approval. A knowing

misrepresentation is a fundamental and essential element of a cause

of action for fraud, Marine Midland Bank v. John E. Russo Produce

Co., 405 N.E.2d 205 (N.Y. 1980), and there was no such knowing

misrepresentation here. 

WSV’s fraud by omission claim also fails under New York law,

which recognizes that a party to a business deal has a duty to speak

in only the following three situations:

[F]irst, where the party has made a partial or ambiguous

statement, on the theory that once a party has undertaken to

mention a relevant fact to the other party it cannot give only

half of the truth; second, when the parties stand in a fiduciary or confidential relationship with each other; and third,

where one party possesses superior knowledge not readily

available to the other, and knows that the other is acting on

the basis of mistaken knowledge. 

Brass v. American Films Tech. Inc., 987 F.2d 142, 150 (2nd Cir.

1993) (internal citations omitted). None of these situations exists here.

The parties were not in a confidential or fiduciary relationship. JKC

Holding disputes that it had superior knowledge. However, even

assuming that it did, there is no evidence either that WSV would not

have entered into the Agreement had it known that the NFL wished

to see Cooke’s bid, or that JKC Holding was aware that WSV was

acting on the basis of mistaken knowledge. 

Milstein had previously bid on the Cleveland Browns and was

familiar with the process of bidding on and purchasing professional

sports teams. One of his representatives in the final negotiations with

JKC Holding was David Seldin, the former president of the Jacksonville Jaguars. Seldin testified that he was aware of the impact that

Cooke would have on the NFL approval process and that the deal

could fail if he opposed it. Consequently, we affirm the district

court’s ruling because WSV has failed to raise a triable issue of fact

as to whether there was fraud in the inducement. 

JKC HOLDING v. WASHINGTON SPORTS VENTURES 13
VI.

For the foregoing reasons, the judgment of the district court is

AFFIRMED.

14 JKC HOLDING v. WASHINGTON SPORTS VENTURES