IN THE UNITED STATES DISTRICT COURT
 
IN AND FOR THE MIDDLE DISTRICT OF
FLORIDA TAMPA DIVISION
 
NEW YORK YANKEES PARTNERSHIP AND
ADIDAS AMERICA, INC.,
 
 Plaintiffs.
 
 vs. .
 
 MAJOR LEAGUE BASEBALL ENTERPRISES,
 INC.; GREG MURPHY; MAJOR LEAGUE
 BASEBALL PROPERTIES, INC.; MAJOR
 LEAGUE BASEBALL CANADA, INC.;
 
 
 Defendants.
 
 CASE NO.
 
 97-1153-civ-T-25B
 
 COMPLAINT PRELIMINARY AND
 PERMANENT INJUNCTIVE RELIEF
 REQUESTED JURY TRIAL DEMANDED
 
 Plaintiffs New York Yankees Partnership
 ("Yankees") and adidas America, Inc. ("adidas")
 for their complaint aver upon personal
 knowledge as to their own acts and status and
 upon information and belief as to all other
 matters:
 
 I. Nature of this Action
 
 1. Organized baseball, which according to four
 justices of the United States Supreme Court
 began on June 19, 1846 when the New York Nine
 defeated the Knickerbockers 23 to 1, today
 consists of 30 major league teams (the "Major
 League Clubs"). Each of the 30 Major League
 Clubs are separate, independent businesses with
 separate, independent owners.
 
 2. Through a series of agreements and
 understandings, the Major League Clubs work
 and cooperate together to produce baseball
 games. However, apart from cooperating together
 to the extent necessary to produce games, the
 Clubs compete with each other both on and off
 the field in ventures both related and unrelated to
 the exhibition of baseball games.
 
 3. The New York Yankees are, and have long
 been, the most successful baseball Club in
 history. Since the Club began playing in 1903,
 the Yankees have won more games (8,184), more
 league pennants (34), and more World Series
 championships (23) than any other Club.
 
 4. At least since the Yankees purchased Babe
 Ruth from the Boston Red Sox in January 1920,
 many Clubs have expressed envy and enmity
 towards the Yankees for their aggressive
 competitiveness in acquiring players, for their
 expansive advertising and promotion of the Club,
 and for the unparalleled competitive success of
 the New York Yankees both on and off the field--
 including in the promotion, development, and
 licensing of Yankee trademarks.
 
 5. This action arises out of a concerted effort by
 defendants (in violation of the federal and Florida
 state antitrust laws, the Florida laws forbidding
 tortious interference with contracts and
 misappropriation of trade secrets, and the
 fiduciary duties owed by defendants to the
 Yankees) to combine and conspire together to
 restrain competition in the businesses of the
 licensing of Club trademarks and of retail and
 wholesale baseball merchandise sales, and to
 misappropriate rights and revenues belonging to
 the Yankees and adidas.
 
 6. For example, the defendants have recently
 undertaken a concerted effort to interfere with a
 Florida contract between adidas and the Yankees
 pursuant to which adidas and the Yankees have
 agreed that adidas will be a Yankees sponsor,
 that the Yankees will license Yankee trademarks
 to adidas, and that the two organizations will
 cooperate in creating and marketing more
 competitive merchandise using the Yankees and
 adidas trademarks.
 
 7. The defendants have also imposed a
 requirement that Major League Clubs exchange
 confidential pricing and other competitive data
 for the purpose and effect of restraining
 competition in trademark licensing, corporate
 sponsorships, and retail and wholesale baseball
 merchandise sales.
 
 8. The defendants also have combined to prevent
 individual Clubs from marketing merchandise
 under the individual Club's own trademarks, and
 to impose sanctions on any Club or licensee that
 seeks to do so. Defendants seek to prevent the
 Yankees and adidas from selling merchandise
 with the Yankees own trademarks in the Yankees
 own stadium, and to prevent adidas from
 acquiring the right to use Yankee trademarks in a
 competitive marketplace.
 
 9. Defendants have combined and agreed not to
 license their trademarks to adidas or to do
 business with adidas except on monopolistic
 terms and conditions. By combining and agreeing
 to prevent Major League Clubs from competing
 against one another in licensing of trademarks,
 defendants have created a horizontal restraint--an
 agreement among competitors on the way in
 which they will compete with one another. For
 example, through the 1995 Agency Agreement,
 defendants have illegally conspired to establish a
 horizontal division of markets, the sole purpose
 of which is to stifle competition among Major
 League Clubs who might wish to do business
 with adidas. Defendants' conduct in this respect
 also has included a group boycott, in concert with
 Nike and Reebok, and other restraints of trade
 without legitimate justification.
 
 10. Defendants have also acted to penalize the
 Yankees for licensing and marketing behavior
 which defendants characterize as over-aggressive
 competition, and in general to restrain the
 competition which they find difficult,
 uncomfortable, or simply contrary to their narrow
 self interest.
 
 11. Defendants have also acted to penalize adidas
 for entering a sponsorship agreement with the
 Yankees, including threats of litigation against
 adidas for entering an agreement with the
 Yankees, and to restrain competition by adidas
 which they find against their narrow self interest.
 
 12. Defendants' actions to restrict and prevent
 competition in trademark licensing, corporate
 sponsorships, and retail and wholesale baseball
 merchandise sales are unrelated to, and outside
 the reasonable scope of, any exception the
 business of baseball may have from the antitrust
 laws. Moreover, any exemption from the antitrust
 laws the business of baseball may have cannot
 justify the defendants' tortious interference with
 contracts and breach of fiduciary duties.
 
 13. The defendants' actions adversely affect
 consumers and consumer welfare by limiting
 consumer choice, increasing the prices consumers
 pay, and adversely affecting the quality of goods
 available.
 
 14. Adidas and the Yankees seek damages and
 injunctive relief for violations of the Sherman
 Antitrust Act (15 U.S.C. Section 1 et seq.) and
 for violations of the Florida Antitrust Act of 1980 
(Fla Stat. Section 542.15 et seq.). In addition,
 the Yankees seek damages and injunctive relief
 for breaches of fiduciary duties under Florida law.
 In addition, adidas and the Yankees seek
 damages and injunctive relief for tortious
 interference with contractual relations under
 Florida law, misappropriation of trade secrets in
 violation of the Florida Uniform Trade Secrets
 Act (Flat Stat. Section 688.001 et seq.), and a
 declaratory judgment pursuant to 28 U.S.C.
 Sections 2201-02.
 
 15. Since the Yankees/adidas contract was signed
 on March 2, 1997, the Yankees and adidas have
 made repeated attempts to resolve this
 controversy short of litigation. The Yankees have,
 at defendants' request, furnished copies of the
 contract for defendants' review. The Yankees
 have repeatedly pointed out the antitrust and
 other legal problems raised by defendants'
 attempts to restrain competition and to force the
 Yankees to join in a boycott of adidas, and have
 asked defendants to reconsider their position (see,
 e.g., Exhibits 5, 8, and 13, which accompany this
 Complaint).
 
 16. Rather than reconsider their decision to
 implement a cartel for the licensing of club
 trademarks and for retail and wholesale baseball
 merchandise sales, defendants have reaffirmed
 their intent to continue and even expand their
 cartel. Indeed, defendants have required the
 Yankees and adidas to reveal confidential
 competitive information to competitors, to require
 the Yankees and adidas to submit all proposed
 competitive initiatives (including competitive
 initiatives permitted by all applicable rules) to a
 committee composed of competitors of the
 Yankees at odds with the Yankees, and to pay
 "severe sanctions" if the Yankees and adidas
 compete without the committee's prior
 permission. (See, e.g., Exhibits 7, 15, and 16)
 
 17. Defendants have gone so far as to take the
 position that, under the threat of severe sanctions,
 the Yankees and adidas must add a "subservience
 clause" to their agreement that would provide
 that at any time the defendants may change the
 rules so as to invalidate what the Yankees and
 adidas have agreed (consistent with all existing
 rules) to do. (See, e.g., Exhibits 15 and 16).
 Defendants concede that the Yankees/adidas
 contract is consistent with existing rules.
 However, defendants take the position that they
 are free to change the rules at any time, and that
 the Yankees and adidas must agree that if such a
 change is inconsistent with their contract that the
 contract will, to that extent, be invalidated
 retroactively. The Yankees' compromise proposal
 that the Yankees and adidas add a "subservience
 clause" limited to existing rules was rejected.
 
 18. In the last 10 days defendants have further
 taken the position that the Yankees cannot even
 sell in the Yankees own stadium t-shirts with the
 Yankees and adidas' trademarks without
 defendants' permission.
 
 II. The Parties
 
 A. Plaintiffs
 
 19. Plaintiff New York Yankees Partnership is an
 Ohio limited partnership and the owner and
 operator of the New York Yankees, a member
 Club of the American League of Professional
 Baseball Clubs.
 
 20. The Yankees' home field is in New York,
 New York, and the Yankees maintain executive
 and administrative offices in New York City and
 Tampa, Florida.
 
 21. The Yankees Partnership has three general
 partners, each of whom resides in Tampa,
 Florida. The Yankees Partnership also operates
 its Major League spring training facility, its
 Player Development operations, and two minor
 league teams (one in the Florida State League
 and the other in the Gulf Coast League) in the
 Tampa and St. Petersburg metropolitan area.
 
 22. Plaintiff adidas America, Inc. ("adidas") is a
 Delaware corporation with its principal place of
 business in Beaverton, Oregon.
 
 23. Adidas and its affiliated companies are a
 leading worldwide supplier of sporting goods and
 apparel. Adidas is the leading supplier of soccer
 related goods and apparel. Although adidas is not
 now a leading supplier of baseball goods and
 apparel it is making a substantial effort to
 increase its competitiveness in this area,
 principally through the contract between adidas
 and the Yankees described herein.
 
 B. The Major League Baseball Properties
 Defendants
 
 24. Defendant Major League Baseball
 Enterprises, Inc. ("MLB Enterprises") is a New
 York corporation with its principal place of
 business in New York, New York.
 
 25. Defendant Greg Murphy is the President of
 MLB Enterprises.
 
 26. Defendants Major League Baseball
 Properties, Inc. ("MLB Properties") and Major
 League Baseball Properties Canada, Inc. ("MLB
 Properties Canada") are subsidiaries of MLB
 Enterprises.
 
 27. Defendant Robert Gamgort is the President of
 MLB Properties and MLB Properties Canada.
 
 28. The defendants identified in paragraphs 24 to
 27 are sometimes referred to herein as the "MLB
 Properties Defendants".
 
 
 C. The Agency Agreement
 
 29. The Yankees, like the 29 other Major
 League Clubs, possess ownership rights in a
 series of trademarks and trade names that
 distinguish the Club from its competition and set
 products originating from and associated with the
 Yankees apart in the marketplace. These
 distinctive marks are sometimes referred to
 herein as the "Yankees marks". These marks
 include, but are not limited to, the mark "NY"
 (stylized letters)(Reg. No. 1,076,665), the mark
 "NEW YORK" (stylized letters)(Reg. No.
 1,677,662), the mark "NEW YORK YANKEES"
 (Reg. No. 1,073,346), the mark "YANKEES"
 (Reg. No. 1,571,731), the mark "YANKEES" in
 script (Reg. No. 1,161,865), and the mark
 "YANKEES" in script with a bat (Reg. No.
 1,542,501). The Yankees' rights in these marks
 are a significant asset of the Club.
 
 30. On or about January 1, 1984 the Major
 League Clubs, acting on the insistence of the less
 successful Clubs, established a cartel to control
 certain licensing of the marks of all (at that time)
 26 Clubs (including the Yankees), as well as the
 marks of Major League Baseball and its events
 (such as the silhouetted batter logo and the All-
 Star Game and World Series marks) and the
 marks of the American and National Leagues.
 This cartel was established by the Clubs pursuant
 to an Agency Agreement signed with MLB
 Properties, the vehicle created for operation of the
 cartel. A similar agreement was signed with
 MLB Properties Canada, further extending the
 reach of the cartel.
 
 31. The MLB Properties cartel was organized at
 the behest of a large group of the less successful
 Major League Clubs. These Clubs induced and
 coerced successful Clubs, including the Yankees,
 to participate in the cartel, including threatening
 the Yankees and other Clubs' existing and future
 local broadcast contracts, which are essential to
 the financial livelihood of each Club as sources of
 Club revenue.
 
 32. To perpetuate the cartel, the less successful
 Major League Clubs not only coerced Clubs such
 as the Yankees to join, but imposed a provision
 enabling a vote of only three-fourths of the Clubs
 to continue the cartel's existence and even expand
 its scope. These Clubs also imposed a provision
 that requires all new Clubs entering the
 American and National Leagues to join the MLB
 Properties cartel. The Yankees' efforts to resist
 the cartel have been unavailing because, as
 Defendants have stated, they have the votes to act
 without the consent of the Yankees.
 
  33. The January 1, 1984 Agency Agreement
 establishing Major League Baseball's retail
 licensing and sponsorship cartel was later
 renewed and amended pursuant to an Agency
 Agreement dated January 1, 1991. The current
 agreement establishing the cartel is the Amended
 and Restated Agency Agreement dated December
 1, 1995 ("the 1995 Agency Agreement"). The
 Agency Agreement with MLB Properties Canada
 has been similarly renewed and amended, and the
 current agreement extending the cartel to Canada
 is also dated December 1, 1995. Although the
 Yankees have not signed these agreements,
 because more than three fourths of the Major
 League Clubs have agreed to their terms,
 defendants take the position that the Yankees are
 bound to the cartel.
 
 34. Under the 1995 Agency Agreement, MLB
 Properties is designated as the exclusive agent for
 the promotional and retail licensing of the marks
 of the Major League Clubs both in the United
 States and in international markets. Under the
 Agreement, the individual Clubs retain only
 certain rights to license and otherwise exploit
 their marks within their limited Home Licensing
 Territory (rights which MLB Properties has
 repeatedly sought to curtail).
 
 35. MLB Properties has consistently sought the
 most expansive interpretation of its rights under
 the Agency Agreement. Most recently, MLB
 Properties disrupted the contractual relationships
 between several regional banking institutions and
 a substantial number of Major League Clubs,
 including the Yankees, by insisting that
 "financial card services" are within the ambit of
 its asserted exclusive agency to license Club logos
 for "retail products". When the Yankees sought to
 simply discuss MLB Properties' interpretation of
 the scope of its agency, MLB Properties once
 again responded that no discussion was necessary
 because it "had the votes" to act without the
 Yankees' consent.
 
 36. MLB Properties' broad interpretation of its
 rights under the Agency Agreements includes the
 interpretation that local licensees of the Clubs,
 and even the Clubs themselves operating in their
 own stadiums, are required to obtain permission
 from MLB Properties prior to exploitation of
 their own marks.
 
 37. To facilitate its goal of operating as the
 exclusive agent for all 30 Clubs in the broadest
 possible area, MLB Properties has also dealt
 harshly with those Clubs who have questioned its
 role and favorably with those who have supported
 its monopoly. To this end, MLB Properties has
 routinely ignored activities which clearly violated
 its exclusive agency when such activity has been
 conducted by Clubs supportive of the current
 cartel (or by players signed to such favored
 Clubs). On the other hand, Clubs opposed to the
 cartel, such as the Yankees, have been routinely
 harassed, received threats from MLB Properties,
 and have had contracts clearly outside MLB
 Properties' agency obstructed by the Office of the
 Commissioner, the Executive Council, and MLB
 Properties itself.
 
 38. Under the 1995 Agency Agreement, MLB
 Properties distributes to the Clubs the income
 from MLB Properties' domestic promotional
 licensing and retail licensing activities, after
 subtracting its commissions for such activity
 (30% of income under $50 million and 15` of
 income greater than $50 million for each
 category of licensing) and the fees and expenses
 it incurs for trademark litigation and sub-agent
 commissions. MLB Properties also retains for
 itself all income from international promotional
 and retail licensing and all income from sources
 other than promotional and retail licensing.
 
 39. Each Major League Club receives the same
 share of income distributed by MLB Properties--
 despite the fact that the individual value of the
 Clubs' marks, the Clubs' contributions to the
 value of their marks, the strength of the Club's
 individual markets, and the Clubs' efforts to
 promote themselves and their marks vary widely.
 
  40. The marks of a small number of the larger
 and more successful Clubs--including the
 Yankees--account for the great bulk of the
 income generated each year by MLB Properties.
 Despite the wide disparity between the
 contributions made by the marks of these Clubs,
 each Club receives an identical distribution of the
 MLB Properties income.
 
 41. As a result of this distribution of income, the
 operation of MLB Properties deprives the
 individual Major League Clubs of incentives to
 promote and protect their own Club's marks. -
 
 42. The cartel hinders efficiency by creating the
 incentive for free-riding. The equal distribution
 of revenues from MLB Properties diminishes the
 incentives for individual Clubs to promote and
 invest in their marks and in the success of their
 own Clubs.
 
 43. In the absence of the cartel established and
 enforced by Major League Baseball through the
 Agency Agreement and MLB Properties, the
 Major League Clubs would compete with one
 another in the markets for professional baseball
 trademark licensing, sponsorships, and retail and
 wholesale merchandise--which would in turn lead
 to more competitive pricing, increased output,
 improved quality, and greater market efficiency.
 
  44. Perhaps as a result of its retention of all
 international income from Club marks, MLB
 Properties has failed to exercise sufficient caution
 in the protection of the Major League Club marks
 overseas. In fact, MLB Properties may have, in
 certain instances, exposed the Major League
 Clubs, including the Yankees, to potential claims
 that those Clubs have abandoned their ownership
 rights in their Club marks.
 
 45. Because of the Yankees' advocacy within
 Major League Baseball for elimination of the
 cartel, the Yankees have suffered repeated
 retaliation from those Clubs supportive of the
 current cartel, from the Office of the
 Commissioner, from the Executive Council, and
 from MLB Properties, all in violation of the
 antitrust laws and the fiduciary duties owed by
 such defendants to the Yankees.
 
 
 D. The Interference by Major League Baseball
 Officials with the adidas Agreement
 
 46. On March 3, 1997 counsel for the Yankees
 wrote to Defendant Selig regarding anonymous
 press leaks by Major League Baseball personnel,
 including personnel from the Office of the
 Commissioner, extremely critical of the adidas
 Agreement and clearly designed to create
 negative publicity regarding the Agreement.
 
 47. The Yankees received a response from
 counsel for Mr. Selig the next day. Failing to
 discuss steps taken to investigate the press leaks,
 such counsel instead insisted that a copy of the
 adidas Agreement be turned over to the Office of
 the Commissioner--despite the confidentiality of
 the adidas Agreement--pursuant to an alleged
 "long-standing requirement that any significant
 contract to be entered into by a Club be reviewed"
 by that Office.
 
 48. The "long standing requirement" referred to
 guidelines issued by the Office of the
 Commissioner regarding certain transfers of
 team ownership rights (typically broadcasting
 contracts, stadium leases, or loan agreements)
 referred to by baseball officials as "control
 interest transfers". Although the regulations
 purport to grant the Office of the Commissioner
 the authority to review prior to signing all
 contracts with a potential duration of five years or
 longer, in practice this aspect of the
 Commissioner's review powers have been largely
 ignored. Indeed, the requirement has keen almost
 completely ignored for contracts--like the adidas
 Agreement--clearly unrelated to any plausible
 change of ownership. Further, there is no
 provision in the 1995 Agency Agreement
 requiring submission to or approval by the
 Executive Council or the Office of the
 Commissioner.
 
 49. The Yankees offered a proposal designed to
 assure protection of the contracting parties'
 proprietary rights while permitting the Acting
 Commissioner or his counsel to review the
 Agreement to assure themselves that there was no
 conflict with Major League rules.
 
 50. After a copy of the adidas Agreement was in
 fact produced to the Acting Commissioner and
 his counsel, the Major League Executive Council,
 convening and acting without the knowledge of
 George M. Steinbrenner, III (Managing General
 Partner of the Yankees and a member of the
 Executive Council appointed from the American
 League), demanded that a copy of the adidas
 Agreement be immediately turned over to
 officials of the Office of the Commissioner and of
 MLB Properties.
 
 51. Accompanying their demand that the
 contract be turned over, the Executive Council
 imposed a $25,000 fine against the Yankees for
 each day beyond the day after the demand that
 the adidas Agreement was not produced.
 
 52. In light of the threat of such a steep fine, the
 Yankees turned over the adidas Agreement the
 next day. In a letter accompanying the contract,
 the Yankees reiterated their concerns that they
 were subjected to Major League approval
 requirements not imposed on other, more
 favored, Clubs and sought assurances that the
 competitively sensitive contract would not be
 shared with any other team or team owner or, as
 had been a repeated problem, leaked from the
 Office of the Commissioner or MLB Properties to
 the press.
 
 53. The fact of the production of the contract,
 and the fines threatened by the Executive
 Council, were in fact immediately leaked to the
 press by baseball personnel.
 
 54. Despite the Yankees' requests, the members
 of the Executive Council (again, absent Mr.
 Steinbrenner) next required--as a condition of the
 contract's supposed "approval" and despite the
 fact that each owner on the Council directly
 competes with the Yankees--that each council
 member be permitted to individually review the
 adidas Agreement.
 
 55. Upon review of the adidas Agreement,
 Defendant Selig and the Executive Council
 acknowledged that its terms do not violate the
 Yankees' obligations under Major League Rules
 or the terms of the 1995 Agency Agreement.
 
 56. Despite this recognition, the Executive
 Council nevertheless imposed a condition on the
 adidas Agreement that is wholly unprecedented
 and completely without a basis in the Major
 League Agreement, the Major League Rules, or
 even the 1995 Agency Agreement. Defendant
 Selig and the Executive Council, citing the
 undertaking by adidas and the Yankees to
 "develop projects for their mutual benefit to
 associate adidas with the Yankees and for the
 exploitation of that association", required the
 Yankees and adidas to present any proposed
 projects for review and approval prior to agreeing
 to such projects (see Exhibits 15 and 16 attached
 hereto). The six-member reviewing committee
 includes the National League President, counsel
 to the Milwaukee Brewers, the General Counsel
 of the Office of the Commissioner, the General
 Counsel of MLB Properties, and Claude Brochu
 and Jerry Reinsdorf, two owners of competing
 Major League Clubs who have been particularly
 aggressive in their personal interrogation of Mr.
 Steinbrenner regarding the adidas Agreement
 ("the Special Committee to Limit Competition").
 Acting on behalf of Mr. Selig, the Executive
 Council, and the Special Committee to Limit
 Competition, counsel for the Milwaukee Brewers
 emphasized that failure to present projects prior
 to implementation "will be dealt with in a most
 severe manner".
 
 57. This requirement of review and approval by
 the Yankees' competitors, a requirement that
 even the Control Interest Transfer guidelines do
 not impose, presents a naked restraint by the
 Special Committee to Limit Competition, the
 Executive Council, the Office of the
 Commissioner, MLB Properties, and the Major
 League Clubs on the rights of the Yankees and
 adidas to compete effectively in the market for
 professional baseball sponsorships and retail
 licensing relationships.
 
 58. Moreover, the requirement that
 competitively sensitive information be made
 available to the Yankees' competitors (and
 through them to adidas' competitors) itself
 violates the antitrust laws' prohibition of
 concerted exchanges of competitive price and
 other data. Indeed, Defendant Jerry Reinsdorf,
 who received a copy of the adidas Agreement as
 a member of both the Executive Council and the
 Special Committee to Limit Competition, has
 admitted publicly his intention to use the
 confidential pricing information contained in the
 adidas Agreement for the competitive benefit of
 his Club, the Chicago White Sox.
 
 59. The Major League Club Defendants have
 acted in an arbitrary and discriminatory manner
 against the Yankees and adidas, and in violation
 of the fiduciary duties arising under Florida law
 from their mutual contracts and agreements with
 the Yankees, by establishing this unprecedented
 oversight committee to monitor the Yankees'
 agreement with adidas.
 
 60. The Yankees have been denied the right to
 develop, free of the knowledge and consents of its
 competitors, a relationship with a significant
 corporate sponsor. Adidas has now been denied
 the right to associate itself with the most
 successful team in baseball history. Absent
 judicial relief, the Yankees and adidas will
 continue to suffer injury. The acts of the
 Defendants alleged herein have and, if unabated,
 will continue to diminish the value of both the
 Yankees franchise and adidas.
 
 61. Defendants' misconduct is causing
 irreparable injury to the Yankees and adidas, and
 unless enjoined, will continue to do so. Plaintiff
 has no adequate remedy at law with respect to
 future misconduct by Defendants.
 
 E. Anticompetitive Effect and Injury to adidas
 and the Yankees
 
 62. As a direct, actual, probable, and intended
 result of defendants' unlawful agreements and
 conduct, defendants have substantially lessened
 competition in the professional baseball
 sponsorship markets and the professional baseball
 retail licensing markets. Defendants' conduct has
 the effect of increasing the prices consumers pay
 in these markets. In addition, output is lower than
 it would otherwise be and is unresponsive to
 consumer preferences But for the unlawful
 restrictions of the cartel, the Yankees and others
 would offer for sale many sponsorship and retail
 licensing opportunities to adidas and others not
 now available in the marketplace.
 
 63. As a direct, actual, probable, and intended
 result of defendants' conduct, the Yankees,
 adidas, and others have been denied the right to
 compete freely in the professional baseball
 sponsorship markets and the professional baseball
 retail licensing markets and have been denied
 profit to which they would otherwise be entitled.
 The Yankees have been denied profits as the
 owner of the Yankee marks, as well as the right
 to enter into efficient and lucrative relationships
 with adidas and others wishing to associate
 themselves with the Yankees and to offer
 products for sale in the consumer marketplace.
 Adidas has been denied profits from lost
 sponsorship and retail opportunities with the
 Yankees and others. The Yankees and adidas
 have also suffered substantial injury from
 defendants' efforts to punish and harass them for
 their opposition to the MLB Properties cartel.
 Absent judicial relief, the Yankees and adidas
 will continue to suffer injury through at least
 November 30, 2000.
 
 64. The MLB Properties cartel has also
 diminished incentives to create innovative
 products in the professional baseball sponsorship
 markets and the professional baseball retail
 licensing markets, to market and promote the
 Major League Clubs and their marks nationally,
 and otherwise to compete vigorously in the
 professional baseball sponsorship markets and the
 professional baseball retail licensing markets.
 
 65. The 1995 Agency Agreement, and
 defendants' continuing conduct, present a
 significant threat of future injury to the Yankees
 and adidas in particular and to competition in
 general.
 
  III. Claims for Relief
 
 A. Restraint of Trade in Violation of Section 1 of
 the Sherman Act
 
 66. Plaintiffs incorporate the averments of
 paragraphs 1 through 152 above.
 
 67. Since at least January 1, 1984 and
 continuing through the present, defendants have
 acted in concert with the purposes, intent, and
 effect of unreasonably restraining trade and
 commerce. Defendants operate a horizontal
 cartel, through which the Major League Clubs
 have agreed not to compete with each other and
 thereby to fix prices and to reduce output below
 competitive levels in the (i) professional baseball
 retail licensing markets and (ii) the professional
 baseball sponsorship markets. Through MLB
 Properties, the Agency Agreements and
 defendants' conduct, defendants have, with only
 limited exceptions, precluded all competition for
 the licensing of the Major League Club marks.
 
 68. The intentional and anticompetitive conduct
 by which defendants have restrained output in the
 professional baseball retail licensing markets and
 the professional baseball sponsorship markets is
 not reasonably necessary to the furtherance of any
 legitimate, procompetitive goal of Major League
 Baseball, MLB Properties, the Executive
 Council, the Special Committee or the Major
 League Clubs.
 
 69. Defendants' anticompetitive conduct has
 directly and proximately caused injury and
 damage to the business and property of the
 Yankees and adidas, as set forth above. The
 Yankees and adidas will continue to be so injured
 unless defendants are enjoined from continuing to
 engage in the foregoing violations of law.
 
 70. The actual, probable, and intended effects of
 the foregoing acts and practices, and the
 continuing course of defendants' anticompetitive
 conduct, has caused injury to consumers and to
 competition in the professional baseball retail
 licensing markets and the professional baseball
 sponsorship markets as set forth above.
 
 71. Pursuant to Section 16 of the Clayton Act,
 15 U.S.C. Section 26, the Yankees and adidas
 are entitled to an injunction to restrain these
 violations of the Sherman Act, 15 U.S.C. Section
 1, and to an award of the costs of this action,
 including reasonable attorneys' fees.
 
 72. Pursuant to Section 4 of the Clayton Act, 15
 U.S.C. Section 15, the Yankees and adidas are
 also entitled to recover treble the damages that
 they have suffered or will suffer as a result of
 these violations of the Sherman Act.
 
  WHEREFORE, Plaintiffs demand judgment
 granting to them:
 
 (a) the damages sustained as a result of
 defendants' violations of the Sherman Act in an
 amount to be determined at trial;
 
 (b) a trebling of any and all damages awarded
 pursuant to 15 U.S.C. Section 15;
 
 (c) an award of interest and costs, pursuant to 15
 U.S.C. Section 15;
 
 (d) an award of reasonable attorneys' fees
 pursuant to 15 U.S.C. Section 15;
 
 (e) an award of preliminary or permanent
 injunctive relief, pursuant to 15 U.S.C. Section
 26, to the degree the Court may deem
 appropriate; and
 
 (f) such other and further relief as this Court
 deems just and proper.
 
 
  IV. Prayer for Relief
 
 WHEREFORE, Plaintiffs demand judgment
 against Defendants granting to them:
 
 (a) Monetary damages sustained as a result of
 injury due to the Defendants' violations of the
 Sherman Act, 15 U.S.C. Section 1, in an amount
 to be ascertained at trial pursuant to 15 U.S.C.
 Section 15;
 
 (b) Monetary award of treble damages for injury
 due to the Defendants' violations of the Sherman
 Act, 15 U.S.C. Section 1, in an amount to be
 ascertained at trial pursuant to 15 U.S.C. Section
 15;
 
 (c) Monetary damages sustained as a result of
 injury due to the Defendants' violations of the
 Sherman Act, 15 U.S.C. Section 2, in an amount
 to be ascertained at trial pursuant to 15 U.S.C.
 Section 15;
 
  (d) Monetary award of treble damages for injury
 due to the Defendants' violations of the Sherman
 Act, 15 U.S.C. Section 2, in an amount to be
 ascertained at trial pursuant to 15 U.S.C. Section
 15;
 
  (e) Monetary damages sustained as a result of
 Defendants' breach of their fiduciary duties to the
 Yankees in an amount to be ascertained at trial;
 
  (f) Punitive damages sustained as a result of
 injury due to the Defendants' breach of their
 fiduciary duty in an amount to be ascertained at
 trial;
 
  (g) Preliminary or permanent injunctive relief, to
 the degree the Court may deem appropriate,
 enjoining the Defendants' continuing breach of
 fiduciary duty;
 
  (h) Monetary damages sustained as a result of
 injuries caused by Defendants' misappropriation
 of trade secrets in an amount to be ascertained at
 trial;
 
  (r) Punitive damages sustained as a result of
 Defendants' misappropriation of trade secrets in
 an amount to be ascertained at trial;
 
 (s) Interest to the extent provided by law;
 
 (t) All costs, disbursements and expenses
 incurred by Plaintiff as a result of Defendants'
 unlawful conduct, including reasonable attorneys'
 fees;
 
 (u) such other and further relief as this Court
 deems just and proper.
 
  IX. Jury Trial Demanded
 
 Plaintiffs demand trial by jury of all issues so
 triable in this cause.
 
 DATED this 6th day of May, 1997
 
 Mark Shaughnessy, Atty.
 The Shaughnessy Law Firm
 1200 Fifth Avenue
 New York, NY 21033
 (212) 444-1000 (212)
 444-3000 (FAX)
 
 and
 
 By:
 Robert E. Hunker, Atty.
 Hunker and Associates
 Post Office Box 145151
 Tampa, FL 33601
 (813) 220-7011
 (813) 220-8013 (FAX)