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August 19, 2021

Rodney Butler 

Chairman, Mashantucket Pequot Tribal Nation 

2 Matt’s Path

P.O. Box 3060 

Mashantucket, CT 06338-3060 

Re: Review of Sports Book Agreement between the Mashantucket Pequot Tribal Nation,

Mashantucket Pequot Gaming Enterprise, and CrownCT Gaming, LLC 

Dear Chairman Butler: 

This letter responds to your January 21, 2021 request for the National Indian Gaming 

Commission’s Office of General Counsel to review an agreement between the Mashantucket

Pequot Tribal Nation (Tribe), Mashantucket Pequot Gaming Enterprise (dba Foxwoods Resort 

Casino), and CrownCT Gaming, LLC, a subsidiary of DraftKings, Inc. (DraftKings). 

Specifically, you have asked for my opinion whether the agreement is a management contract 

requiring the NIGC Chairman’s approval under the Indian Gaming Regulatory Act. You also 

asked for my opinion whether the agreement violates IGRA’s requirement that the Tribe have the 

sole proprietary interest in its gaming activity.

In my review, I considered the following submissions: 

• Sports Book Agreement between Crown CT Gaming, LLC, Mashantucket Pequot Tribal

Nation, and Mashantucket Pequot Gaming Enterprise (August 18, 2021 version;

unexecuted, 46 pages)

o Exhibit A - Definitions

• Connecticut Sports Betting Financial Model (June 1, 2021 projections)

The Sports Book Agreement was unexecuted but represented to be in substantially final form. 

After careful review, it is my opinion that the Sports Book Agreement is not a management 

contract and does not require the approval of the NIGC Chairman. It is also my opinion that the 

Sports Book Agreement does not violate IGRA’s sole proprietary interest requirement. 

Sports Book Agreement: 

The Agreement governs on-reservation sports wagering at a retail sportsbook to be 

located at Foxwoods Casino and internet and mobile wagering for bettors located within the 


Letter to Chairman Butler, Mashantucket Pequot Tribal Nation 

Re: Review of Sports Book Agreement between the Mashantucket Pequot Tribal Nation, 

Mashantucket Pequot Gaming Enterprise, and CrownCT Gaming, LLC 

Page 4 of 8

 The Agreement contains the following provision that prohibits DraftKings from 

managing the retail and online sportsbooks and is specific to sports betting functions: 

Notwithstanding any provision in this Agreement, Crown CT shall not engage in 

any of the following: planning, organizing, directing, coordinating, or controlling 

all or any portion of the Gaming Activities (collectively, “Management 

Activities”); provided, however, that Crown CT will not be in violation of the 

foregoing restriction solely because Crown CT enforces compliance with any 

term in this Agreement that does not require the Gaming Activities to be subject 

to any third-party decision-making as to any Management Activities. Regarding 

wagers governed by this Agreement, FRC shall retain the ability to decide which 

sports betting wagers it will or will not accept and/or whether or not FRC wishes 

to change the lines of a particular game for the Sports Book, and MPTN shall 

retain the ability to decide which sports betting wagers it will or will not accept 

and/or whether or not MPTN wishes to change the lines of a particular game for 

the Game Offering, regardless of Crown CT’s recommendations. FRC shall retain 

control over the day-to-day operations of the Gaming Activities for the Sports 

Book, and MPTN shall retain control over the day-to-day operations of the 

Gaming Activities for the Game Offering. Notwithstanding any other possible 

construction of any provision(s) contained in this Agreement, it is agreed that 

within the meaning of IGRA: (x) this Agreement does not and shall not provide 

for the management of all or any part of the Gaming Activities by any person 

other than FRC or MPTN, or deprive FRC or MPTN of the sole proprietary 

interest and responsibility for the conduct of the Gaming Activities; and (y) 

Crown CT will not exercise any remedy or otherwise take any action under or in 

connection with this Agreement in a manner that would constitute management of 

all or any part of the Gaming Activities or that would deprive FRC or MPTN of 

the sole proprietary interest and responsibility for the conduct of any Gaming 

Activities.24

Management Contracts:

The NIGC has defined a “management contract” to mean “any contract, subcontract, or 

collateral agreement between an Indian tribe and a contractor or between a contractor and a 

subcontractor if such contract or agreement provides for the management of all or part of a 

gaming operation.”25 A “collateral contract” is defined as “any contract, whether or not in 

writing, that is related, either directly or indirectly, to a management contract, or to any rights, 

duties or obligations created between a tribe (or any of its members, entities, or organizations) 

and a management contractor or subcontractor (or any person or entity related to a management 

contractor or subcontractor).”26

 

24 Id. § 6(m). 25 25 C.F.R. § 502.15. 26 25 C.F.R. § 502.5.
Letter to Chairman Butler, Mashantucket Pequot Tribal Nation 

Re: Review of Sports Book Agreement between the Mashantucket Pequot Tribal Nation, 

Mashantucket Pequot Gaming Enterprise, and CrownCT Gaming, LLC 

Page 5 of 8

While NIGC regulations do not define “management,” the Agency has clarified that the 

term encompasses activities such as planning, organizing, directing, coordinating, and 

controlling.27 A “primary management official” includes “any person who has the authority ... 

[t]o set up working policy for the gaming operation.”28 Further, management employees are 

“those who formulate and effectuate management policies by expressing and making operative 

the decision of their employer.”29 Whether a particular employee is managerial is not controlled 

by an employee’s actual job responsibilities, authority, and relationship to management.30

Essentially an employee may qualify as management if the employee possesses the actual 

authority to take discretionary actions – a de jure manager – or, in certain circumstances, where 

the employee acts as a de facto manager by directing the gaming operation through others 

possessing actual authority to manage the gaming operation.31

If a contract requires or permits the performance of any management activity with respect 

to all or part of the gaming operation, the contract is a management contract within the meaning 

of IGRA and requires the Chair’s approval.32 Management contracts that have not been approved 

by the Chair are void.33

Management Analysis: 

The Agreement does not permit any management of any gaming activity by DraftKings. 

The scope of services provided by DraftKings is well-defined. The Tribe has the discretion to 

accept or reject DraftKings’ recommendations, including changing lines on events and 

suspending events. The Agreement includes the sportsbook-specific prohibition on management 

as discussed above, and the Agreement states that the Tribe has the ultimate responsibility for the 

retail and online sportsbooks. Accordingly, the Agreement does not raise any management 

concerns.

 

27 See NIGC Bulletin No. 94-5, “Approved Management Contracts v. Consulting Agreements (Unapproved 

Management Contracts are Void).”

28 25 C.F.R. § 502.19(b)(2). 29 N.L.R.B. v. Bell Aerospace Co., 416 U.S. 267, 288 (1974). 30 See Waldau v. M.S.P.B., 19 F.3d 1395, 1399 (Fed. Cir. 1994). 31 Id. at 1399 (citing N.L.R.B. v. Yeshiva, 444 U.S. 672, 683 (1980)). It is uncommon to see de facto management in 

the terms of an agreement, as it is typically an activity that arises in the day-to-day implementation of a consulting 

agreement. If, for example, a tribe is required to make the ultimate decision on whether the accept the advice of a 

consultant, but has no one on staff with the expertise or experience to make such a determination, the consultant may 

become the de facto manager in the sense that he or she is simply executing management decisions through a tribal 

management official.

32 25 U.S.C. § 2711. 33 25 C.F.R. § 533.7; see also Wells Fargo Bank, Nat’l Ass’n v. Lake of the Torches Econ. Dev. Corp., 658 F.3d 684, 

688 (7th Cir. 2011).


Letter to Chairman Butler, Mashantucket Pequot Tribal Nation 

Re: Review of Sports Book Agreement between the Mashantucket Pequot Tribal Nation, 

Mashantucket Pequot Gaming Enterprise, and CrownCT Gaming, LLC 

Page 8 of 8

time elapses, the letter will be made public and objections will no longer be considered.48 If you 

need any additional guidance regarding potential grounds for withholding, please see the United 

States Department of Justice’s Guide to the Freedom of Information Act at 

https://www.justice.gov/oip/doj-guide-freedom-information-act-0.

If you have any questions, please contact NIGC Staff Attorney Steve Iverson at (202) 

632-7003 or by email at steven_iverson@nigc.gov. 

Sincerely, 

Michael Hoenig

General Counsel

cc: Jared Baumgart, Senior Legal Counsel 

 

48 Id.