Explain at least 2 ways Argovitz violated his fiduciary duty in Detroit Lions & Billy Sims v. Argovitz.

Document: Detroit Lions, Inc. v. Argovitz, 767 F.2d 919 | Court: 6th Circuit Court of Appeals | Date: June 6, 1985 G Select Language | MAD Goto Page Page. \\ Search Document Q ( 1 of2 Results list ) Shepard's Detroit Lions, Inc. v. Argovitz, 767 F.2d 919 Reason for Shepard's Signal"? 07 Export Citation View the top citing reference No subsequent appellate United States Court of Appeals for the Sixth Circuit history. Prior history available. Citing Decisions (4) June 6, 1985 Positive (1) Nos. 84-1360; 84-1368 1 Cited By (3) Reporter 767 F.2d 919 * | 1985 U.S. App. LEXIS 14360 - Shepardize@ this document THE DETROIT LIONS, INC., a corporation, and BILLY SIMMS, Plaintiffs-Appellees, Cross-Appellants, v. JERRY A. ARGOVITZ, individually and as > About This Document President of the Houston Gamblers, Inc. a corporation, the ARGOVITZ-LERNER-LOBETKIN JOINT VENTURE, the JOINT VENTURE, the HOUSTON GAMBLERS, a CLICK AIRLENC DIVISION, INC., a corporation, and ARGOVITZ CLINIC MANAGEMENT DIVISION, INC., a corporation, Defendants-Appellants, Cross-Appellees ? Notice: .[.-1]. Not recommended for full-text publication Sixth Circuit Rule 24 limits citation to specific situations. Please see Rule 24 ng in a proceeding in a court in the Sixth Circuit. If cited, a copy must be served on other parties and the court. This notice is to be prominently displayed if this decision is reproduced. Prior History: ON APPEAL FROM THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF MICHIGAN. Core Terms district court, negotiations, domicile, football, motion to amend, fiduciary duty, rescission Case Summary Procedural Posture eam, cross-appealed a play football executed between the player and the second football team , Overview he agent manipulated and misrepresented the state of the player's contract negotiations with the first football team in light of his own interest in the second football team, and failed to inform the first football team of football team of the second football te l team's offer, which the player accepted. The agent and second footbal ball teamed claimed that the trial court erred in finding that it had personal jurisdiction down there andor twenty a ofeach or nounary duty, and that rescission was an improper remedy. the player and the first football was not in error in finding that it had long-arm jurisdiction. The court stated that the finding of fact that the agent failed to make material disclosures was not clearly erroneous. The court determined that the trial court's factual finding that the player was not material information concerning his contract with the second football team, key to the rescission issue, was not dearly erroneous. The court stated that the trial court abused its discretion by denying the motions to amend without explanation. Outcome The court affirmed the trial court's rescission of the contract between the player and the second football team, and remanded the matter for consideration of the motions to amend the first football team's and player's complaints. LexisNexis@ Headnotes Civil Procedure > Appeals . > Standards of Review . > Clearly Erroneous Review View more legal topics HNI Standards of Review, Clearly Erroneous Review question of intent: what is the fixed location to which he intends to return when he is elsewhere? As such, determination of domicile is primarily a question of fact, that will not be reversed unless clearly erroneous. The releva oneous. The relevant time at which to determine citizenship and one's intent to remain domiciled in a given state is the time suit is filed. Q More like this Headnote ShepardizeB - Narrow by this Headnote (Q) Civil Procedure > ... > In Rem & Personal Jurisdiction . > In Personam Actions > > Foreseeability View more legal topics Michigan's long arm statutes provide for personal jurisdiction over individuals, partnerships, and corporations that transact business in the state. Mich. Comp. Laws Ann. 55 600.701, 500.721, 600.725, 600.715. The goal of Michigan's jurisdictional statutes is to reach the outer limits of personal jurisdiction consistent with due process. Due process requires certain minimum contacts with the state such that the maintenance of the sure does not on ss in the forum state. Foreseeability has been emphasized as critical, with the conduct and connection with the forum state being such that he should reasonably anticipate being haled into court there. Q More like this Headnote nardizen - Narrow by this Headnote (Q) Business & Corporate Law > ... > Causes of Action & Remedies > > Breach of Fiduciary Duty > > General Overview view more legal topics HN32 Causes of Action & Remedies, Breach of Fiduciary Duty under federal shescandal mass course to me or mis principal in a transaction in which he purports to act on t affect the principal's judgment. This remains true even if the contract is fair. Q More like this HeadnoteKnowledge ardize@ - Narrow by this Headnote (Q) Opinion [*919] BEFORE: JONES and KRUPANSKY, Circuit Judges; and EDWARDS, Senior Circuit Judge. OPINION Per Curiam. This is a cross-appeal from a judgme peal from a judgment by which the district court rescinded a contract to play football executed between Billy Sims and ston Gamblers, a United States Football League (USFL) franchise. The this appeal, Argovitz assigns numerous errors in the district court's finding of fact. The Detroit Lions and Sims primarily appeal the district court's denial of two motions to amend their complaints. Upon review of the issues before.["*2]. us, we affirm the district court's rescission of the contract and remand the case for consideration by the district court of two motions to amend the Detroit Lions' and Billy sims' [Simms'] complaints. In 1980 the Detroit Lions, a National Football League franchise, drafted Sims and signed him to a four-year contract that expired on February 1, 1984. Argovitz entered 984. Argovitz entered into an agency agreement with Sims early in 1980 and counselled him on numerous matters. Sims and Argovitz developed a confidential relat confidential relationship in which, Argov D in which, Argovitz testified, Sims looked up to him like a father. Sims sought Argovitz's advice on significant professional, financial, and personal matters. From April 1982 through June 1983, Argovitz negotiated with the Lions for a renewed contract with Sims. On May 5, 1983, Argovitz announced at a press conference that his application for what became ler's franchise had been a the press conference. The district court found that Argovitz manipulated Sims' co been approved. Sims was present at during the spring of 1983 in light of Argovitz's own interest in the Gamblers. The court also found that Argovitz misrepre the Lions as not progressing when in fact they were progressing well. Sims received information on the Lions' negotiations only from Argovitz, the court found. During May or June, 1983, Argo Argovitz decided to seek a contract for Sims with the Gamblers. On June 29, 1983, Sims arrived in Houston, believing that the Lions were not negotiating in good faith and were not really interested in his services. On June 30, 1983 the Gamblers offered Sims a $3.5 million, five year contract that included nonmonetary fringe benefits Sims valued greatly. Argovitz told Sims that he thought the Lions would match the Gamblers' financial package and offered to telephone them. Although Sims told Argovitz not to call the Lions, the district court found that to have two teams bidd or a single athlete is "the dream of every ms by not following the common practice described by both expert witnesses of agent," and that Argovitz breached his fiduciary duty to Sims by not following the common practic fromming the tons of the camtiers offers on the afternoon or June so, while negotiations were proceeding, the tions attorney called p.m., when the Lions' attorney had left for the July 4th weekend. The district court found these actions to further breach Argovitz's fiduciary duty towards Sims. Argovitz then left for the holiday weekend. The next day, July 1, 1983, Sims signed an exclusive contract with the Gamblers. In July 1983, uninformed by anyone of these events, the Lions sent Sims a further offer through Argovitz, On November 12, 1983, at Argovitz's instigation, Sims met with him and reexecuted the Gamblers' contract. Sims also signed a waiver of any claim he might have against Argovitz, Although at this time Argovitz had sold his agency business and no longer represented sims, Aroovitz did not inform aims new agent of his intention to have Sims sign a waiver. Nor did Argovitz, despite his fiduciary relationship with Sims, advise S milan renown device before signing the waiver. On December 16, 1983, Sims executed a second exclusive contract with the Lions for $1 million more than his Gamblers' contract. On December 18, 1983, the Lions and Sims brought this suit in Michigan state court against Argovitz and the Gamblers seeking rescission e Gamblers contract with Sims. .[5). After an evidentiary hearing, the district court found that it had subject matter jurisdiction on the basis of complete diversity of citizenship. Argovitz and the Gamblers challenge this finding on the ground that Sims' domicile was Texas, and complete diversity is lacking. HN17 A person's domicile determines his citizenship for diversity purposes. Kaiser v. Loomis, 391 007, 1009 (6th Cir. 1968). The location of a person's domicile at any given time is a question of intent: what is the fixed location to rich he intends to return when he is elsewhere? Mas v. Perry, 489 6.2d 1396. 1399 (5th Cir.), cert. denied, 419 U.S. 842 (1974). As such, determination of domicile is primarily a question of fact, that will not be reversed unless clearly erroneous. Holmes v. Sopuch. 659 1.2d time at which to determine citizenship and one's intent to remain domiciled in a given state is the time suit is filed. Napletana v. Hillsdale College. 385 F.2d 871. 872 (6th Cir. 1967). ["-6]. During the four y ouring the four years preceeding this controversy Sims was employed in Michigan, owned and resided in a home there. he also owned a ranch in Hooks, Texas. No evidence emphasized by the appellants establi definite and firm conviction in our minds that the district court erred when it found that Sims' domicile was Michigan at the time of this suit. Argovitz and the Gamblers simply ask this court to reweigh the evidence on a cold record. The district court found that it had personal jurisdiction over Argovitz individually and over the numerous partnerships and corporations e represented as an agent. HN27 Michigan's long arm statutes provide for personal jurisdiction over individuals, partnerships, and corporations that transact business in the state. See M.C.L.A. 56 600.701, 600.721, 600.725, 600.715. The goal of Michigan's jurisdictional statutes is to reach "the outer limits of personal jurisdiction consistent with due process." Speckine v. Stanwick International, Inc., 503 . 1057 (W.D. Mich. 1980), Due Process requires "certain minimum contacts with with [the state] such that the maintenance of the suit does not offend 'traditional notions of.["-21. fair play and substantial justice." International Shoe Co. v. Washington. 326 0.5. 310, $10 (1945) (quoting milliken v. Mever, 511 015: 95243051090)). under Hanson yo benchla $5/10-3. 265 (1958), the defendants must forseeability as critical: "the defendant's conduct and connection with the forum State are such that he should reasonably anticipate being haled into court there." World-Wide Volks wagen Corp. V. Woodson, 444 U.S. 286,297 (1980). Argovitz had conducted business in Michigan for over three years as the agent of Sims tative organizations in doing so. The Houston Gamblers defendants contracted with Billy Sims as an attraction for their football team, which planned to use his contracted services in football games conducted in Michigan under USFL auspices and contracts. The contract between Billy Sims and the egotiated and signed in Texas, but it certainly was to be performed in part in Michigan. [* *8]. The district court was not in error. The district court granted resossion of the contract between the Gamblers and sims because it found that Argovitz had breached his fiduciary duty as Sims' agent and confidant. It is uncontested that Argovitz had a personal interest in Sims contracting with the Gamblers, who as a new team in a new football league would greatly benefit from the star attraction of a player of Sims' caliber. Argovitz's dealing arose from this conflict with his fiduciary duty to advance Sims' best interests. As the district court found, HNS' under Texas law, where an agent has an interest adverse to that of his principal within his knowledge that might affect the ndads's judgment Burleson Famest 153 5 Wad 860. 874-75 (Tex. Cl. App. 1941), This emains true even if the contract is fair. Id. The district court found as a matter of fact that " Sims aware" of all material facts regarding Argovi involvement with the Gamblers and I-1. Argovitz's failure to pursue Sims' interests of dieddating simply by tolson sims that he was partial owner of the Gamblers and by to ing sims that the lions would match the financial elements of the Gamblers' offer. A review of the facts as found by the district court reveals that these are but a few of the material disclosures that Argovitz should have made. The district court was not clearly erroneous. above meitems that rescission of the contract, an equ manuals remedy, is improper for a number of reasons having to do wilma behavior during 1983. The key to these issues is that the district court found as a matter of fact that Sims was not aware of all material imformation [information] concerning his contract with the Gamblers until at least December 1983. Argovitz and the Gamblers do not point to evidence of behavior by Sims that would render the district court's factual findings clearly erroneous. The district court denied the Lions and Sims' motions to amend their complaints witho , and in one case without Content coreduties for 313 53d 1052 1065 2 7 (6th cir 1093) The district court should reconsider the motions to amend in joke of the standards of Foman, which looks to considerations such as undue delay, bad faith, and futility of the amendment. Id. If, on remand, the district court denies leave to amend, it should state its reasons for doing so. Therefore, the district court's rescission of the contract between Billy Sims and the Houston Gamblers is AFFIRMED. The matter is REMANDED for consideration of the motions to amend the Lions' and Sims' complaints. Lexis Nexis' About LexisNexiss Privacy Policy Cookie Policy Terms & Conditions Copyright @ 2023 Lexis Nexis. RELX