Motion To Dismiss

Case 2:21-cv-01189-RFB-BNW Document 17 Filed 09/10/21 Page 1 of 27
1 WILLIAM A. ISAACSON (pro hac vice pending)

(wisaacson@paulweiss.com)
2 PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP
3 2001 K Street, NW
Washington, DC 20006
4 Telephone: (202) 223-7313; Fax: (202) 379-4937
5 STACEY K. GRIGSBY (pro hac vice)

(sgrigsby@cov.com)
6 COVINGTON & BURLING LLP
7 One CityCenter
850 Tenth Street, NW
8 Washington, DC 20001
Telephone: (202) 662-5238
9
DONALD J. CAMPBELL #1216
10
(djc@cwlawlv.com)
11 J. COLBY WILLIAMS #5549
(jcw@cwlawlv.com)
12 CAMPBELL & WILLIAMS
710 South 7th Street, Las Vegas, NV 89101
13 Telephone: (702) 382-5222; Fax: (702) 382-0540
14 Attorneys for Defendants Zuffa, LLC
and Endeavor Group Holdings, Inc.
15
16
UNITED STATES DISTRICT COURT
17 DISTRICT OF NEVADA
18
19 KAJAN JOHNSON and CLARENCE Case No.: 2:21-cv-01189-RFB-BNW

DOLLAWAY, on behalf of themselves and all
20 DEFENDANTS’ MOTION TO
others similarly situated,
DISMISS THE CLASS ACTION
21 COMPLAINT AND
Plaintiffs, MEMORANDUM OF POINTS AND
22 v. AUTHORITIES IN SUPPORT
THEREOF
23
ZUFFA, LLC, (d/b/a Ultimate Fighting
24 (Oral Argument Requested)
Championship and UFC) and Endeavor Group
25 Holdings, Inc.,
26 Defendants.
27
28
DEFENDANTS’ MOTION TO DISMISS

CASE NO.: 2:21-cv-01189-RFB-BNW
1 MOTION TO DISMISS
2 Defendants Zuffa, LLC (d/b/a Ultimate Fighting Championship and UFC) and Endeavor
3 Group Holdings, Inc. (“Endeavor”) hereby move for an Order dismissing the Class Action
4 Complaint (“Complaint”) (ECF No. 1), with prejudice, pursuant to Federal Rule of Civil Procedure
5 12(b)(6). Defendants base this motion on the accompanying Memorandum of Points and
6 Authorities; and any oral argument that may be permitted.
7 PRELIMINARY STATEMENT
8 Whether conduct violates competition laws depends on the current market realities. See
9 Ohio v. Am. Express Co., 138 S. Ct. 2274, 2285 (2018). Yet, according to Plaintiffs, the mixed
10 martial arts (“MMA”) industry remains frozen in time. Counsel for plaintiffs in Cung Le, et al. v.
11 Zuffa, LLC d/b/a Ultimate Fighting Championship and UFC, No. 2:15-cv-01045-RFB-BNW (D.
12 Nev.) (“Le”) have initiated another putative class action on behalf of MMA athletes, in an attempt
13 to stake a claim on another four years of damages from MMA promoter UFC and now its parent
14 company Endeavor. As this Court is well-aware, the 2014 complaint in Le proposed a class period
15 that closed on June 30, 2017. Class counsel now seeks to extend the class period by another four
16 years through the initiation of this follow-on action. In this new 2021 Complaint, apart from a
17 change in the market definition alleged, the Johnson Plaintiffs repeat the
18 monopolization/monopsonization claims under Section 2 of the Sherman Act and have cloned the
19 factual allegations of the 2014 complaint, as if to say that nothing in this industry could have
20 changed in seven years.1 This, of course, is not true. This Court should dismiss the Complaint for
21 multiple reasons.
22 First, the Complaint adds a new defendant—Endeavor—which acquired a majority stake
23 in Zuffa in 2016. Plaintiffs allege no facts implicating Endeavor in an antitrust violation.
24 Plaintiffs’ sole basis for naming Endeavor as a defendant is that it owns Zuffa. But it is well
25 established that a corporate parent is not vicariously liable for the alleged antitrust violations of its
26
27
1
A side-by-side comparison of the Le complaint (Dec. 16, 2014) and the Johnson complaint
28 (June 23, 2021) is provided for illustrative purposes as Exhibit A to this Motion.
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1 subsidiary absent extraordinary circumstances (discussed below)—which are not existent, nor
2 alleged here. At a minimum, Endeavor should be dismissed from this case.
3 Second, by relying on the factual allegations from the Le complaint, Plaintiffs fail to allege
4 facts plausibly demonstrating that UFC has monopolized the alleged “output market” for the
5 promotion of mixed martial arts (“MMA”) events or monopsonized the alleged input market. The
6 Le complaint was initially filed in December 2014, yet this Complaint clones the facts of the Le
7 complaint as if it is still the year 2014. The Complaint makes no allegations of plausible claims
8 of monopoly or monopsony power for the years 2017 to date and should be dismissed for this
9 reason.
10 Third, and related, two clusters of allegations are time-barred and subject to dismissal based
11 on laches. Under binding Supreme Court and Ninth Circuit precedent, Plaintiffs’ allegations
12 concerning UFC’s 2011 acquisition of Strikeforce (Compl. ¶¶ 111-114) are time-barred under the
13 Clayton Act’s four-year statute of limitations. Similarly, Plaintiffs’ allegations concerning UFC’s
14 “use of threats, intimidation, and retaliation” (id. ¶¶ 104-107) are copied from the Le complaint
15 and concern alleged behavior in the 2006-2011 timeframe. The Complaint makes not a single new
16 allegation of such behavior, nor any within the preceding four years. These allegations are time-
17 barred and should be dismissed.
18 Finally, Plaintiffs’ new market definitions are woefully under-inclusive, excluding
19 reasonably interchangeable substitutes—contrary to recently clarified Ninth Circuit case law.
20 Further, the Complaint relies on the vague, undefined concept of a “top-ranked” fighter. Id. ¶¶ 60,
21 62, 78, 79. Other courts in this Circuit have recognized that, to adequately plead an antitrust
22 violation, the alleged market, cannot rely on vague and undefined terms. The Complaint should
23 be dismissed for this additional reason.
24
25 STATEMENT OF FACTS
26 A. The Le Litigation
27 In 2014, a putative class of athletes filed “a civil antitrust action under Section 2 of the
28 Sherman Act” against Zuffa alleging that it operated an “overarching anticompetitive scheme to
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1 maintain and enhance the UFC’s (a) monopoly power in the market for promotion of live Elite
2 Professional [MMA] Fighter bouts, and (b) monopsony power in the market for live Elite
3 Professional MMA Fighter services.” Le Compl. at ¶ 1. Plaintiffs sought certification of a class
4 of persons who “competed in one or more live professional UFC-promoted MMA bouts taking
5 place or broadcast in the United States from December 16, 2010 to June 30, 2017.” Compl. ¶ 1.
6 (quoting Le, ECF No. 518 at i).
7 The Court denied Zuffa’s motion to dismiss the Le complaint, concluding that plaintiffs
8 had alleged Zuffa’s conduct was more than “merely ‘strong competition.’” 216 F. Supp. 3d 1154,
9 1164-65 (D. Nev. 2016). In addition, the Court concluded that the Le plaintiffs’ proposed markets
10 for “live Elite Professional MMA bouts” and “live Elite Professional MMA Fighter services” were
11 adequately defined for purposes of a motion to dismiss, accepting plaintiffs’ contention that the
12 “‘Elite’ designation is well understood in the industry.” Id. at 1165-67. The Court further
13 concluded that, “as a whole,” plaintiffs had sufficiently pleaded facts showing that the alleged
14 “scheme” was anticompetitive. Id. at 1169.
15 B. The Current Suit

16 In 2021, Kajan Johnson and Clarence Dollaway filed this “similar” class action (Compl.
17 ¶ 1) seeking to represent “All persons who competed in one or more live professional UFC-
18 promoted MMA bouts taking place or broadcast in the United States during the period July 1, 2017
19 to the present,” excluding individuals who are not U.S. citizens or residents and who were not paid
20 by UFC to compete in “a bout fought or broadcast” in the United States. Id. ¶ 34.
21 1. UFC and the History of MMA

22 The Complaint describes MMA as an interdisciplinary sport, combining attributes of
23 boxing, wrestling, karate, muay thai, Brazilian jiu jitsu, and others. Id. ¶¶ 83-84. In 1993, UFC
24 was founded as one of the earliest promotions for MMA. Id. ¶ 93. After purchasing UFC in 2001,
25 Defendant Zuffa built UFC into an international brand that, in many instances, has been
26 synonymous with the rapidly growing sport. Id. ¶¶ 93-94. Plaintiffs acknowledge that MMA is
27 “one of the most popular and fastest growing spectator sports in the U.S. and North America.” Id.
28 ¶ 83.
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1 The Complaint confines itself to the history of MMA through 2014—when the Le
2 complaint was filed—but even so, it acknowledges that many new MMA promoters emerged after
3 2006 and that those promoters compete with UFC for both fighter services and the promotion of
4 live events. Id. ¶¶ 121-27. Many of these competitors, backed by well-funded individuals or
5 corporations, established television distribution, and/or attracted athletes whom the Complaint
6 expressly acknowledges are prominent fighters.
7 • Legacy Fighting Alliance is an American promotion broadcast “on the UFC’s Internet
8 broadcast subscription service ‘Fight Pass.’” Id. ¶ 123. Legacy Fighting Alliance is operated
9 by Ed Soares, a “prominent manager of many Professional MMA Fighters.” Id. ¶¶ 121, 123.
10 • Titan Fighting Championship is promoted by “multi-millionaire Jeff Aronson.” Id. ¶ 122.
11 • Invicta Fighting Championship, which focuses on the promotion of women’s MMA bouts, is
12 owned by “a veteran of the MMA Industry” and has secured distribution “on the UFC’s
13 Internet broadcast subscription service ‘Fight Pass.’” Id. ¶ 124.
14 • Bellator, the “second largest MMA promoter in the world after UFC,” was founded in 2008
15 and now has “an enviable roster of new prospective athletes” and “well-known free agents
16 from the United States and abroad.” Le, ECF No. 706 at 3 (Aug. 5, 2019); see also Compl.
17 ¶¶ 115, 126.
18 Plaintiffs also ignore the existence of several other large promoters, including Professional
19 Fighters League (“PFL”) and ONE Championship, a premier martial arts organization based in
20 Singapore.
21 2. The Alleged Markets

22 Plaintiffs allege two relevant product markets: (1) the input market—the market for
23 “Professional MMA Fighter services,” and (2) the output market—the market for “the promotion
24 of live Professional MMA bouts.” Compl. ¶¶ 42, 63. Plaintiffs define “Professional MMA
25 Fighter” as “a person who is compensated as a combatant in a [MMA] bout.” Id. ¶ 26(i). While
26 relying on the same (baseless) factual allegations as the 2014 Le complaint, the Complaint
27 abandons the limited “Elite” fighters market definition used in Le. Le Compl. ¶ 30(d). Instead,
28 Plaintiffs’ allegations of anticompetitive conduct rely on Defendants’ alleged control of “top-

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1 ranked” Professional MMA Fighters, even though that term is absent from the alleged market
2 definition and is not defined in the Complaint. Compl. ¶¶ 60, 62, 78, 79; compare id. ¶¶ 42, 63.
3 Plaintiffs allege that the relevant geographic market for both the input and output markets is “the
4 United States, and, in the alternative, North America.” Id. ¶¶ 50, 72.
5 3. The Alleged Anticompetitive Conduct

6 Plaintiffs allege that Defendants engaged in a so-called anticompetitive “scheme” to
7 monopsonize and monopolize the relevant markets. According to Plaintiffs, the first part of the
8 “scheme” is Zuffa’s use of exclusive agreements with athletes, which include options to extend or
9 toll the length of the agreements. Compl. ¶ 97.
10 The second part of the alleged “scheme” is coercion. Specifically, Plaintiffs allege that
11 Zuffa threatened to punish or ban athletes who contracted with, or considered contracting with,
12 competing promoters. Id. ¶¶ 104-07. The third part is acquisitions. Referencing acquisitions from
13 2006 to 2011, Plaintiffs allege that Zuffa acquired other MMA promoters “to eliminate competing
14 titles from the marketplace.” Id. ¶ 146; see also id. ¶¶ 11-14, 108-09.
15 The Complaint does not include any additional factual allegations about Zuffa’s purported
16 anticompetitive conduct since the 2014 Le complaint—including during the putative class period
17 from July 1, 2017 to the present. Rather, the allegations of Zuffa’s conduct in support of the
18 claimed antitrust violations are effectively identical to those in the Le complaint.
19 ARGUMENT
20 I. LEGAL STANDARD
21 To survive a motion to dismiss under Federal Rule of Civil Procedure 12(b)(6), a complaint
22 must contain sufficient factual matter “to ‘state a claim to relief that is plausible on its face.’”
23 Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009) (quoting Bell Atl. Corp. v. Twombly, 550 U.S. 544,
24 570 (2007)). “A claim has facial plausibility when the plaintiff pleads factual content that allows
25 the court to draw the reasonable inference that the defendant is liable for the misconduct alleged.”
26 Iqbal, 566 U.S. at 678 (citing Twombly, 550 U.S. at 556). The Court need not “accept as true
27 allegations that are merely conclusory, unwarranted deductions of fact, or unreasonable
28 inferences.” Sprewell v. Golden State Warriors, 266 F.3d 979, 988 (9th Cir. 2001). A district
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1 court may dismiss a claim as untimely if “the running of the statute [of limitations] is apparent on
2 the face of the complaint” and “the assertions of the complaint . . . would not permit the plaintiff
3 to prove that the statute was tolled.” Jablon v. Dean Witter & Co., 614 F.2d 677, 682 (9th Cir.
4 1980).
5 II. CLAIMS AGAINST ENDEAVOR MUST BE DISMISSED.

6 As a threshold matter, the claims against Endeavor must be dismissed, because the
7 Complaint contains no allegations that Endeavor has done anything to violate the antitrust laws—
8 it is simply the corporate parent of Zuffa, the party against whom Plaintiffs’ substantive allegations
9 are directed.
10 A parent company cannot be liable for alleged anticompetitive conduct of its subsidiary
11 purely based on the fact of its ownership. United States v. Bestfoods, 524 U.S. 51, 61 (1998)
12 (noting broadly that “It is a general principle of corporate law deeply ingrained in our economic
13 and legal systems that a parent corporation (so-called because of control through ownership of
14 another corporation’s stock) is not liable for the acts of its subsidiaries.” (internal quotation marks
15 omitted)). Rather, there must be “allegations of anticompetitive conduct by the parent” to find the
16 parent liable under Section 2 of the Sherman Act. Arnold Chevrolet LLC v. Tribune Co., 418 F.
17 Supp. 2d 172, 178 (E.D.N.Y. 2006) (dismissing all antitrust claims against parent of alleged
18 antitrust violator). In particular, a plaintiff must allege that “the subsidiary is the alter ego of the
19 parent” or that the parent “controls, dictates or encourages the subsidiary’s anticompetitive
20 conduct.” Climax Molybdenum Co. v. Molychem, L.L.C., 414 F. Supp. 2d 1007, 1012 (D. Colo.
21 2005) (internal quotation marks omitted). “Approval and consent [are] not enough.” In re
22 Suboxone (Buprenorphine Hydrochloride & Nalaxone) Antitrust Litig., No. 13-MD-2445, 2015
23 WL 12910728, at *3 (E.D. Pa. Apr. 14, 2015) (dismissing claims against parent of subsidiary).
24 In In re Suboxone, Plaintiffs brought antitrust claims under Section 2 against a
25 pharmaceutical company and its Parent. 2015 WL 12910728, at *3. On reconsideration, the court
26 dismissed the claims against the Parent, holding that Plaintiffs had failed to allege that the Parent
27 had market power. Plaintiffs’ allegations that the pharmaceutical company had market power and
28 that the Parent “controlled or encouraged” the pharmaceutical company’s conduct, taken together,
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1 were insufficient to state a claim. Rather, a separate market power allegation on behalf of the
2 Parent was required. Similarly, here Plaintiffs have failed to make any independent allegation of
3 Endeavor’s market power—or other participation in any alleged anticompetitive conduct—and so
4 the Complaint should be dismissed.
5 The entirety of the factual allegations concerning Endeavor can be found in paragraphs 29
6 and 30 of the Complaint. Endeavor is alleged to have acquired 50.1% ownership of Zuffa in 2016,
7 and the remainder in 2021. Compl. ¶ 29. Plaintiffs allege that as Zuffa’s corporate parent,
8 Endeavor undertakes various lawful activities on Zuffa’s behalf, such as “licens[ing] UFC media
9 and sponsorship rights,” “produc[ing] more than 40 live UFC events,” licensing UFC’s intellectual
10 property, and owning and operating UFC’s streaming platforms. Id. But the Complaint does not
11 allege that any of these acts are themselves unlawful, or otherwise support Plaintiffs’ Section 2
12 claims. All of the allegedly anticompetitive conduct in the Complaint is alleged to have been
13 performed by Zuffa/UFC—not Endeavor. For example, the allegedly anticompetitive athlete
14 contracts that Plaintiffs challenge (¶¶ 97-114) are between Zuffa/UFC and athletes. And, as
15 discussed in greater detail below, most, if not all, of the conduct alleged in the Complaint predated
16 Endeavor’s full acquisition of Zuffa in 2021. Plaintiffs’ only ostensible basis for naming Endeavor
17 as a defendant is its ownership of Zuffa, requiring dismissal of Endeavor from this lawsuit.
18 III. PLAINTIFFS FAIL TO STATE A CLAIM FOR MONOPOLIZATION OR

MONOPSONIZATION.
19
In addition to lacking any substantive allegations concerning Endeavor, the Complaint
20
should be dismissed because Plaintiffs fail to acknowledge the market realities in the MMA
21
industry. As pled, the Complaint requires the Court to draw the unreasonable inference that the
22
competitive landscape has frozen over since 2014. Relying on the stale allegations in the Le
23
complaint, Plaintiffs make no effort to support their new monopoly or monopsony claims with
24
factual allegations showing that Zuffa had monopoly or monopsony power during the relevant
25
period.
26
To establish liability for unlawful monopolization or monopsonization under Section 2, “a
27
plaintiff must prove: (1) the possession of monopoly power in the relevant market; (2) the willful
28
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1 acquisition or maintenance of that power; and (3) causal antitrust injury.” Fed. Trade Commn. v.
2 Qualcomm Inc., 969 F.3d 974, 990 (9th Cir. 2020) (internal quotation marks and further citations
3 omitted). Monopoly power has long been defined as the “power to control prices or exclude
4 competition.” United States v. Grinnell, 384 U.S. 563, 571 (1966) (internal quotation marks and
5 further citations omitted). Monopsony power is defined as “market power on the buy side of the
6 market.” Weyerhaeuser Co. v. Ross-Simmons Hardwood Lumber Co., 549 U.S. 312, 320 (2007).
7 Conclusory allegations of “dominance” without any factual allegations tied to the relevant time
8 period, are not enough to establish either monopoly power or monopsony power. See Hoilien v.
9 OneWest Bank, FSB, No. 11-00357-DAE-RLP, 2012 WL 1379318, at **12-13 (D. Haw. Apr. 20,
10 2012) (“[V]ague and sweeping assertions are woefully insufficient to state a claim for
11 monopolization or attempted monopolization in violation of the Sherman Act.”); cf. Twombly, 550
12 U.S. at 557 (“naked assertion” of an antitrust violation “without some further factual
13 enhancement” is insufficient). Timely allegations of fact are entirely absent from the Complaint,
14 which cuts and pastes the allegations of monopoly and monopsony power as if it is still 2014.
15 By filing a complaint nearly identical to the Le complaint, the Johnson Plaintiffs ask this
16 Court to draw unwarranted deductions of fact and unreasonable inferences, which the Court is not
17 required to accept as true.” Sprewell, 266 F.3d at 988. Problems with such inferences are
18 particularly salient when they require the Court to assume that Defendants’ “dominant” position
19 in the market has held steady for at least four years without any concrete allegations showing this
20 to be true. The recitation of outdated facts in the Complaint, without any new allegations
21 describing the current competitive landscape, fails the Twombly standard.
22 It is unreasonable to suggest the world has not changed since 2014, yet Plaintiffs have done
23 nothing to address market realities since the Le complaint was filed. Even apart from the passage
24 of time, a complaint alleging that Pepsi has monopoly power in a market for soda that does not
25 account for other sodas cannot survive a motion to dismiss. An antitrust complaint alleging
26 monopoly power in a relevant market may be dismissed for declining to make allegations that
27 confront public knowledge and commonsense. E.g., In re German Auto. Mfrs. Antitrust Litig., 497
28 F. Supp. 3d 745, 759 (N.D. Cal. 2020) (dismissing complaint that contained no allegations
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1 contradicting the Court’s “commonsense inference”); Westlake Servs., LLC v. Credit Acceptance
2 Corp., No. CV-15-07490-SJO(MRWx), 2015 WL 9948723, at *6 (C.D. Cal. Dec. 7, 2015)
3 (dismissing complaint for insufficiently alleging that defendant ecommerce auto loan company
4 possessed market power given “the availability of other sources of financing for automobile
5 purchases—including banks, automotive companies, and financial companies”); Concord Assoc.,
6 L.P. v. Entertainment Trust Props., 817 F.3d 46, 54 (2d Cir. 2016) (affirming dismissal of
7 monopolization claims that alleged a Catskills region casino market and noting that the market
8 definition excluded “well-known” gambling facilities in Connecticut, Pennsylvania, and New
9 Jersey that plaintiff’s complaint failed to take into account); Cobb Theaters III v. AMC
10 Entertainment Holdings, Inc., 101 F. Supp. 3d 1319, 1329-30 (N.D. Ga. 2015) (considering
11 presence of other movie theaters in Atlanta area in determining whether plaintiffs had adequately
12 pleaded monopoly power).
13 To be clear, Defendants do not ask the Court to decide factual matters on a motion to
14 dismiss. However, the Court’s reliance on “judicial experience and common sense” is entirely
15 appropriate when assessing the facial plausibility of allegations contained in a complaint. Hicks
16 v. PGA Tour, Inc., 897 F.3d 1109, 1117 (9th Cir. 2018) (quoting Twombly, 550 U.S. at 679).
17 A. The Complaint Fails To Allege Monopoly Power.

18 As the Le plaintiffs did in 2014, the Johnson Plaintiffs allege rivals “are unable to secure
19 sufficient public interest or sponsors and venues large enough or prestigious enough” to generate
20 sustainable revenues. Johnson Compl. ¶ 119; Le Compl. ¶ 139. And just as the Le plaintiffs did
21 in 2014, the Johnson Plaintiffs allege again that rivals cannot offer their fighters “substantial
22 earnings potential on PPV broadcasts, major network, or subscription-based outlets.” Johnson
23 Compl. ¶ 119; Le Compl. ¶ 139. Although these allegations may have been sufficient to survive a
24 motion to dismiss in 2014, the exact same allegations cannot support follow-on claims seeking
25 damages from 2017 through the present—particularly in light of public information revealing a
26 market that has changed dramatically since 2014.
27 Consider Plaintiffs’ allegations as to UFC’s competitor Bellator, which both Le and
28 Johnson dismiss in identical terms as a “minor league” organization. Le Compl. ¶¶ 146-50;

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1 Johnson Compl. ¶¶ 126-29. To justify this claim, both complaints repeat the identical allegation
2 that “Bellator’s bout purses, gate revenues, attendance figures, merchandise sales, television
3 licensing fees and ad rates are minimal compared to those obtained by the UFC.” Le Compl. ¶ 147;
4 Johnson Compl. ¶ 127. Plaintiffs neglect to define “minimal” entirely, but whatever it may have
5 meant in 2014, its bare repetition in 2021 cannot plausibly create the basis for demonstrating that
6 UFC has monopoly power. Plaintiffs’ Complaint ignores that, since 2017, the Viacom-owned
7 Bellator, was televised on CBS Sports Network and is now on Showtime.2 The Complaint ignores
8 Bellator’s lucrative sponsorship deals, including a global three-year partnership with Monster
9 Energy, renewed in 2018.3
10 And while the Complaint discusses rivals that existed in 2014, it completely ignores rivals
11 that exist today, including the PFL which is not even referenced in the Complaint. In January
12 2018, PFL, which counts NBA and NHL owner Ted Leonsis as an investor, announced that it had
13 reached a multi-platform distribution deal for the inaugural 2018 season with NBC Sports Group
14 and Facebook.4 In 2019, PFL executed a broadcasting deal with ESPN—the same network that
15 broadcasts UFC events.5 PFL is sponsored by household names such as Geico, Bose, and the Air
16 Force Reserve.6 Looking forward, PFL plans to continue its growth by using $175 million its
17 raised in financing to fund expansion and talent acquisitions.7
18
19 2
Dade Hayes, Showtime To Air Bellator MMA Bouts in New Showcase For ViacomCBS-Owned
20 Circuit, Deadline, (Feb. 9, 2021), https://deadline.com/2021/02/showtime-to-air-bellator-mma-
bouts-viacomcbs-1234690806/.
21 3
Eric Kowal, Monster Energy and Bellator Renew Global Partnership in Three-Year
Agreement, MMA News, 2018, https://mymmanews.com/monster-energy-bellator-renew/.
22 4
Professional Fighters League Reaches Exclusive Multi-Platform Distribution Agreements with
23 NBC Sports Group and Facebook, Business Wire, January 29, 2018,
https://www.businesswire.com/news/home/20180129005882/en/Professional-Fighters-League-
24 Reaches-Exclusive-Multi-Platform-Distribution.
5
PFL signs broadcast deal with ESPN for second season, MMA Junkie, February 25, 2019
25 (https://mmajunkie.usatoday.com/2019/02/pfl-espn-multiyear-broadcast-deal-second-season-
tournament-kayla-harrison).
26 6
Sponsors, PFL, (last visited Sept. 9, 2021), https://www.pflmma.com/sponsors.
27 7
Alan Dawson, Professional Fighters League raises $65 million financing round to fuel
international expansion and accelerate growth, Insider, February 18, 2021,
28 https://www.insider.com/pfl-adds-65-million-of-financing-to-accelerate-firms-growth-2021-2.
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1 The Complaint similarly fails to mention ONE Championship (“ONE”), a promotion that
2 was founded in 2011, but had a valuation approaching $1 billion by 2016. Le, ECF No. 727-2 at
3 ¶¶ 122, 128 n.350. This omission is particularly striking given that the Le plaintiffs’ own expert,
4 Hal J. Singer, Ph.D., included ONE in his market share analysis for the relevant input market. Id.
5 at ¶ 127. ONE’s prominence has continued to grow, in particular in the United States. In 2018,
6 ONE signed a three-year partnership with U.S.-based Turner Sports to broadcast its live events.8
7 Earlier this year, a ONE fight series aired on major network TNT, including bouts between former
8 UFC and Bellator champions.9 It would defy common sense to believe that such formidable rivals
9 had absolutely no influence on the competitive landscape since 2017.
10 The Johnson Plaintiffs plead no facts describing the current competitive landscape—which
11 has drastically evolved since 2014—let alone sufficient facts to establish that at any point from
12 2017 through the present, Defendants actually raised market prices above competitive levels,
13 restricted market output, or successfully excluded competitors from their proposed market. For
14 this reason, their monopoly allegations fail the Twombly standard.
15 B. The Complaint Fails To Allege Monopsony Power.

16 For many of the same reasons set forth above, the Johnson Plaintiffs’ failure to update their
17 Complaint to reflect current realities in the market for professional MMA athletes requires
18 dismissal. Just as the emergence of meaningful competitive threats impacts any promoter’s
19 purported power in Plaintiffs’ relevant output market, this same competition would inevitably
20 constrain any promoter’s buyer power in Plaintiffs’ relevant input market. Once again, Plaintiffs
21 have chosen to ignore real, observable buyer power exhibited by UFC’s competitors over the past
22 four years. Since 2017, champion fighters have left the UFC to join competing promoters.10 And
23
8
One Championship Bringing MMA to B/R Live and TNT, Bleacher Report, Dec. 13, 2018,
24 https://bleacherreport.com/articles/2810627-one-championship-bringing-mma-to-br-live-and-tnt.
9
25 The Real Winners and Losers from One on TNT I, Bleacher Report, Apr. 14, 2021,
https://bleacherreport.com/articles/2939616-the-real-winners-and-losers-from-one-on-tnt-i.
26 10
Dave Doyle, Former UFC champion Anthony Pettis signs with PFL, MMA Junkie, December
23, 2020, https://mmajunkie.usatoday.com/2020/12/mma-news-anthony-pettis-signs-with-pfl;
27 Shaun Al-Shatti, Lyoto Machida signs with Bellator, MMA Fighting, June 22, 2018,
https://www.mmafighting.com/platform/amp/2018/6/22/17494522/lyoto-machida-to-sign-with-
28 bellator?
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1 PFL has indicated that a portion of its $175 million funding will be used to acquire “top talent”
2 and build out PFL’s existing tournament roster.11 Yet the Johnson Plaintiffs have simply reiterated
3 the same factual allegations intended to support their monopsony claims, ignoring the ways the
4 world has changed. Without allegations concerning this current MMA industry, the Complaint
5 fails to plausibly allege monopsony power.
6 Given the passage of time and absence of any factual allegations showing Defendants had
7 monopoly or monopsony power during the relevant period, Plaintiffs cannot rely on the Court’s
8 order denying the Motion to Dismiss in Le. Defendants ask this Court to rely on “judicial
9 experience and common sense,” and dismiss the Johnson complaint for failure to plead factual
10 content that would allow the court to draw a reasonable inference that Defendants are liable for
11 violations of federal competition laws from 2017 through the present. Hicks, 897 F.3d at 1117
12 (quoting Twombly, 550 U.S. at 679).
13 IV. PLAINTIFFS’ ANTITRUST CLAIMS CONCERNING PAST ACQUISITIONS

AND PAST “THREATS AND RETALIATION” ARE TIME-BARRED.
14
Federal antitrust claims seeking damages are subject to a four-year statute of limitations.
15
15 U.S.C. § 15b. Claims brought outside of that period “shall be forever barred.” Id. With some
16
exceptions—none of which apply here—the four-year statute of limitations begins to run “from
17
the commission of the act.” Pace Indus., Inc. v. Three Phoenix Co., 813 F.2d 234, 237 (9th Cir.
18
1987). Plaintiffs filed the Complaint on June 23, 2021. Therefore, to be timely, Plaintiffs’ claims
19
must have accrued on or after June 23, 2017. But, by cloning the 2014 Le complaint, the Johnson
20
Complaint alleges conduct far predating 2017, including allegedly anticompetitive acquisitions
21
consummated over a decade ago and alleged threats and intimidation that occurred nearly two
22
decades ago. Claims relying on this conduct are barred by the statute of limitations, are not subject
23
to tolling, and should be dismissed. Related claims for equitable relief should also be dismissed
24
under the doctrine of laches.
25
26
27 11
Alan Dawson, Professional Fighters League raises $65 million financing round to fuel
international expansion and accelerate growth, Insider, February 18, 2021,
28 https://www.insider.com/pfl-adds-65-million-of-financing-to-accelerate-firms-growth-2021-2.
- 12 -
A. The Alleged Conduct Occurred Outside The Statute Of Limitations Period

1 And Is Not A Continuing Violation.
2 Any attempt to bring older conduct into a current complaint must meet the stringent
3 requirements of the continuing violation doctrine. To state a continuing violation of antitrust law,
4 a plaintiff must allege that—during the limitations period—the defendant completed “a new and
5 independent” overt act and inflicted “new and accumulating injury on the plaintiff.” Samsung
6 Elecs. Co. v. Panasonic Corp., 747 F.3d 1199, 1202 (9th Cir. 2014). Alleged conduct that merely
7 affirms a defendant’s prior acts is not sufficient. Pace Indus., 813 F.2d at 238; Aurora Enters.,
8 Inc. v. Nat’l Broad. Co., 688 F.2d 689, 694 (9th Cir. 1982). To hold otherwise would “destroy”
9 the statute of limitations “since parties may continue indefinitely to receive some benefit as a result
10 of an illegal act performed in the distant past.” Aurora Enters., Inc., 688 F.2d at 694.
11 Tracking the Le complaint, the Johnson Complaint challenges three alleged species of
12 anticompetitive conduct: (1) standard-form athlete contracts (Compl. ¶¶ 97–103); (2) UFC’s
13 acquisitions from 2006 to 2011 (id. ¶¶ 108-09, 111-14); and (3) “use of threats, intimidation, and
14 retaliation” from 2006 to 2011 (id. ¶¶ 104-07). Both the second and third categories center on
15 conduct outside the limitations period—indeed, they are based on the very same allegations as the
16 Le Complaint—without any non-conclusory allegations that the violations are continuing. Claims
17 based on that conduct therefore should be dismissed.
18 1. Plaintiffs Cannot Rely On UFC’s Acquisition Of Strikeforce Or Any

Other Companies Prior To 2017.
19
Acquisitions of alleged competitors that occurred outside of the limitations period cannot
20
be challenged as Section 2 violations ad infinitum because the “continuing violation doctrine does
21
not make sense in the context of anticompetitive mergers.” Reveal Chat Holdco, LLC v. Facebook
22
Inc., 471 F. Supp. 3d 981, 994-95 (N.D. Cal. 2020). Federal courts have declined to apply the
23
“continuing violation” doctrine to allegedly anticompetitive mergers, requiring that any challenge
24
to the acquisition be brought within four years. Z Tech. Corp. v. Lubrizol Corp., 753 F.3d 594,
25
598-99 (6th Cir. 2014); Midwestern Mach. Co. v. Nw. Airlines, Inc., 392 F.3d 265, 271 (8th Cir.
26
2004) (“Applying [the continuing violation] rationale to mergers makes no sense”); Complete
27
Entm’t Res. LLC v. Live Nation Entm’t, Inc., No. CV 15-9814, 2016 WL 3457177, at *1 (C.D.
28
- 13 -
1 Cal. May 11, 2016) (“It cannot be the case that if a merger leads to monopoly power then anything
2 anticompetitive that the newfound monopolist does is a ‘continuing violation’ that began with the
3 merger, allowing the merger to be challenged indefinitely under Section 2 of the Sherman Act. If
4 that were true, the statute of limitations . . . would be written out of the law.”); see also In re
5 Google Digital Advert. Antitrust Litig., No. 20-CV-03556-BLF, 2021 WL 2021990, at *4 (N.D.
6 Cal. May 13, 2021) (dismissing plaintiffs’ Sherman Act claim where the complaint challenged
7 acquisitions outside of the four-year statute of limitations).
8 The Complaint describes allegedly anticompetitive acquisitions that occurred between
9 2006 and 2011. Compl. ¶¶ 13, 108-09, 113-14. In particular, the Complaint alleges that Zuffa
10 acquired World Extreme Cagefighting and World Fighting Alliance in 2006, Pride in 2007, and
11 Strikeforce in 2011. Id. ¶¶ 108-09, 111-14. Because all mergers alleged in the Complaint fall far
12 outside of the four-year statute of limitations, Plaintiffs’ allegations related to those acquisitions
13 should be dismissed.
14 2. Plaintiffs Cannot Rely On Allegations Of Threats, Intimidation, And

Retaliation Outside Of The Relevant Period.
15
General allegations that harm has continued, without more, are not sufficient to allege an
16
overt act, and instead merely describe the “reaffirmation of a previous act.” Pace Indus. Inc., 813
17
F.2d at 238. Without specific allegations showing overt acts within the limitations period, a
18
complaint is subject to dismissal under Twombly. Faircloth v. AR Res., Inc., No. 19-CV-05830-
19
JCS, 2020 WL 820307, at *8 n.4 (N.D. Cal. Feb. 19, 2020).
20
In the case of In re Animation Workers Antitrust Litig., the court considered the relationship
21
between Twombly’s pleading requirements and the continuing violation doctrine in the antitrust
22
context. 87 F. Supp. 3d 1195, 1211-12 (N.D. Cal. 2015). Like Plaintiffs here, the Animation
23
Workers plaintiffs enumerated acts that occurred outside the limitations period, and then asserted
24
that defendants continued to “invade Plaintiffs’ interests” during the limitations period. Id. at
25
1212. The Court found that this was insufficient to assert overt acts within the limitations period.
26
Id. It observed that a “review of the specific factual allegations . . . reveals no alleged wrongful
27
communications or specific conduct during the limitations period,” and that all the allegations pre-
28
- 14 -
1 dated the limitations period. Id. So too here. The only specific acts identified by Plaintiffs
2 occurred outside the limitations period, and the Complaint’s conclusory allegation that the acts are
3 “continuing” does not suffice. See Faircloth, 2020 WL 820307, at *8 n.4.
4 Plaintiffs assert that Zuffa has threatened, intimidated, and retaliated against MMA fighters
5 who work with Zuffa’s rivals or failed to cooperate in sponsorship deals. Compl. ¶¶ 104-07. To
6 support this assertion, Plaintiffs rely on outdated facts: (i) alleged threats made against MMA
7 fighters who refused to assign their likeness to THQ, Inc. for use in a video game; (ii) alleged
8 threats to permanently ban Fighter B.J. Penn for signing with a rival promoter; and (iii) the alleged
9 removal of a UFC fighter from promotional materials after he attempted to negotiate with Zuffa.
10 Id. ¶¶ 104-07. These same allegations appear in the Le complaint, originally filed December 14,
11 2014. Le Compl. ¶¶ 116-19. The Johnson Plaintiffs do not allege a single instance of
12 “threatening,” “intimidating,” or “retaliating” conduct within the four years preceding the filing of
13 their Complaint, requiring dismissal of these allegations.
14 B. Plaintiffs Are Not Entitled To American Pipe Tolling.

15 Plaintiffs’ newly-asserted class claims, which rely on facts identical to those asserted in the
16 Le complaint, were not tolled during the pendency of the Le litigation. In narrow circumstances—
17 not present here—the American Pipe doctrine will allow for tolling of the statute of limitations
18 during the pendency of a putative class action. American Pipe & Constr. Co. v. Utah, 414 U. S.
19 538, 552-53 (1974). But Plaintiffs cannot overcome two key limitations of American Pipe: (1) the
20 doctrine does not save claims of non-class members, and (2) the doctrine only applies to individual
21 claims, not class actions.
22 First, American Pipe will only toll claims belonging to members of a putative class. To the
23 extent this new class, as alleged, intends to encompass athletes outside of the proposed Le class,
24 the American Pipe doctrine does not apply. In re Syntex Corp. Securities Litig., 95 F.3d 922, 936
25 (9th Cir. 1996) (declining to apply equitable tolling where new plaintiffs were not “asserted class
26 members” in the initial complaint but were attempting to enlarge the class by expanding the class
27 period beyond the dates asserted in the initial complaint).
28
- 15 -
1 Second, American Pipe tolls individual claims, not class claims. The Supreme Court held
2 in China Agritech, Inc. v. Resh, 138 S. Ct. 1800 (2018) that American Pipe tolling does not permit
3 “the maintenance of a follow-on class action past expiration of the statute of limitations.” Id. at
4 1804. Under Supreme Court precedent, this follow-on class action cannot “piggyback on an
5 earlier, timely filed class action.” China Agritech, 138 S. Ct. at 1806. Plaintiffs’ time-barred
6 claims were filed as a putative class action, and therefore cannot take advantage of American Pipe.
7 C. The Doctrine Of Laches Bars Plaintiffs’ Claims For Equitable Relief.

8 Federal antitrust claims for equitable relief are controlled by the doctrine of laches, which
9 prevents recovery for a plaintiff, who “with full knowledge of the facts, acquiesces in a transaction
10 and sleeps upon [its] rights.” Danjaq LLC v. Sony Corp., 263 F.3d 942, 950-51 (9th Cir. 2001)
11 (quotation marks omitted). Under the doctrine of laches, equitable claims “will be barred if a party
12 has inexcusably delayed pursuing [its] claim and [its] adversary has been prejudiced as a result.”
13 Oliver v. SD-3C LLC, 751 F.3d 1081, 1085 n.4 (9th Cir. 2014). “The bare fact of delay creates a
14 rebuttable presumption of prejudice.” Int’l Tel. & Tel. Corp. v. Gen. Tel. & Elecs. Corp., 518 F.2d
15 913, 926 (9th Cir. 1975). The four-year statute of limitations serves as a guideline for computation
16 of the laches period. Oliver, 751 F.3d. at 1086; see also,, Aurora Enters., 688 F.2d at 694
17 (dismissing antitrust claims for equitable relief based on the four-year “guideline” furnished by the
18 statute of limitations); Reveal Chat Holdco, 471 F. Supp. 3d at 991-92 (same).
19 Defendants would be prejudiced by a belated action brought pursuant to a new, additional
20 Complaint. The class period proposed in Le closed on June 30, 2017. Should this follow-on action
21 be permitted to go forward, Defendant will be forced to engage in a cumbersome and expensive
22 discovery process will be necessary to, at the very least, supplement the record. Dismissal is
23 appropriate to avoid unnecessarily burdening Defendants and the Court.12
24
25
26
27 12
Should this Complaint be allowed to proceed, consolidation with the Le action would be
appropriate to avoid duplication of discovery efforts—particularly given the expense of
28 discovery in an antitrust case like this one.
- 16 -
V. PLAINTIFFS FAIL TO ALLEGE A PLAUSIBLE PRODUCT MARKET.

1
A well-pled Section 2 claim must include facts to support that the defendant possesses
2
monopoly or monopsony power in properly defined relevant product and geographic markets. Big
3
Bear Lodging Ass’n v. Snow Summit, Inc., 182 F.3d 1096, 1104-05 (9th Cir. 1999). Dismissal is
4
appropriate where the alleged market definitions suffer from a “fatal legal defect” or are “facially
5
unsustainable.” Newcal Indus. Inc. v. Ikon Office Solution, 513 F.3d 1038, 1045 (9th Cir. 2008).
6
The Ninth Circuit has recently clarified that a proposed market definition suffers from a legal
7
defect where it omits economic substitutes. Hicks v. PGA Tour, Inc., 897 F.3d 1109, 1121-23 (9th
8
Cir. 2018) (affirming dismissal when complaint’s market definitions were “not natural,”
9
“artificial,” and “contorted to meet [plaintiffs’] litigation needs”).
10
A. Plaintiffs Fail To Allege A Properly Defined Input Market For “Professional
11 MMA Fighter Services.”
12 Although the Le plaintiffs pleaded a market for “Elite Professional [MMA] Fighter
13 Services,” a term that confounded witnesses and the Le plaintiffs themselves, the Johnson
14 Plaintiffs now define the input market as “Professional MMA Fighter Services.” Compl. ¶ 1. Yet,
15 Ninth Circuit precedent, handed down after the motion to dismiss ruling in Le, makes clear that
16 the Johnson market definition is legally defective. First, Plaintiffs’ suggested input market fails
17 to include obvious sources of MMA athletes: prospective professional fighters and fighters based
18 outside the United States (or North America). Second, Plaintiffs’ allegations rely heavily on the
19 undefined concept of “Top-Ranked” fighters, a metric that is too amorphous and vague to plausibly
20 define the relevant market. Either flaw alone is fatal to Plaintiffs’ claims.
21 1. Plaintiffs’ Alleged Input Market Excludes Reasonably

Interchangeable Alternatives.
22
Plaintiffs’ choice to define a different input market than in Le confirms that the Johnson
23
Plaintiffs’ market does not include reasonably interchangeable alternatives. Unlike in Le, where
24
the plaintiffs alleged that Zuffa controlled the market for “Elite” professional fighters, Plaintiffs
25
here allege that Zuffa has monopsony power over all “Professional MMA Fighters”. Compl. ¶ 77.
26
Even if unsigned or amateur athletes are not reasonable substitutes for “elite” fighters, they are
27
certainly reasonable substitutes for “professional MMA fighters.” Because Plaintiffs’ market
28
- 17 -
1 definition of “Professional MMA Fighter Services” does not rely on the same quality threshold of
2 the athletes being “elite” as in the Le complaint, the market must include more reasonably
3 interchangeable substitutes that could be hired as “Professional MMA Fighters,” such as amateur
4 fighters.
5 It is well settled that failure to include “reasonably interchangeable” alternatives in an
6 alleged relevant market is grounds for dismissal of an antitrust case. United States v. E.I. du Pont
7 de Nemours & Co., 351 U.S. 377, 395 (1956). The Ninth Circuit recently reiterated this principle
8 in Hicks v. PGA Tour, Inc., a suit in which golf caddies alleged that the PGA Tour had monopolized
9 the markets for “Live Action Advertising” and “Endorsements” during professional golf
10 tournaments by requiring the caddies to wear sponsored bibs for no compensation. 897 F.3d at
11 1113-15. At the outset, the Hicks court explained that, in assessing the plausibility of the alleged
12 markets, courts may rely on “judicial experience and common sense.” Id. at 1121 (quoting Iqbal,
13 556 U.S. at 679). Holding that the market definitions were unsustainable, the court noted that the
14 alleged markets omitted “reasonably interchangeable” economic substitutes such as print,
15 television, and radio ads that advertisers would use if the price of “live action advertising”—i.e.,
16 sponsoring a bib that is worn by a caddie—increased substantially. Id. at 1114-15, 1121-23.
17 Although the caddies claimed that other advertising methods were not interchangeable with “live
18 action advertising” because fans could look away or avoid print and television ads, the court found
19 the assumption that fans are not influenced by other forms of advertising implausible. Id. at 1121-
20 22. Instead, the court concluded that the alleged markets were “facially unsustainable” and
21 “contorted to meet [plaintiffs’] litigation needs.” Id. at 1121-23.
22 Similarly, here, Plaintiffs’ alleged markets exclude obvious substitutes. First, Plaintiffs’
23 market definition excludes all amateur and unsigned fighters who may be only a contract away
24 from becoming professionals. These prospective professional fighters constitute a constant supply
25 of new MMA athletes who are training for a professional career and are available substitutes. To
26 find the market definition of “Professional MMA Fighters” plausible, this Court would need to
27 adopt the unsupportable assumption that the only MMA athletes capable of competing
28 professionally are those already under professional contract.

- 18 -
1 Second, Plaintiffs’ input market is flawed because the alleged geographic scope excludes
2 scores of talented MMA athletes not based in the United States or North America. According to
3 the Complaint, the relevant geographic scope for the input market is “the United States, and in the
4 alternative, North America.” Compl. ¶ 72. But this definition fails twice over.
5 Plaintiffs concede that “[s]uccessful foreign fighters have immigrated to the U.S. to
6 participate in Professional MMA bouts.” Compl. ¶ 76. This is a textbook definition of a
7 “reasonably interchangeable” substitute. Yet athletes who are willing to immigrate to the U.S. are
8 not covered by the Plaintiffs’ current definition. Further, Plaintiffs’ definition ignores that MMA
9 athletes do not need to live in the United States to compete in U.S. promotions. Many athletes hail
10 from outside the United States or North America and travel to the U.S. and other venues to
11 compete. Unlike other sports with weekly competitions or team trainings, an athlete normally
12 competes in two or three bouts a year; thus athletes can easily live and train elsewhere and still
13 travel to the venue for competitions. Plaintiff Kajan Johnson’s own seven-bout UFC career, id. ¶
14 32, proves this point: all seven of his UFC opponents were from countries beyond Plaintiffs’
15 alleged geographic market and at least four of them fought in the UFC while living and training
16 outside the alleged market.13 Given the global talent pool for MMA athletes, defining the relevant
17 input market as Professional MMA Fighters in the U.S. or North America excludes reasonably
18 interchangeable alternatives and is therefore facially unsustainable.
19 Perhaps recognizing these flaws, Plaintiffs also allege that UFC has monopsony power in
20 the “market for Professional MMA Fighter services, whether that market includes only the United
21 States, only North America or, alternatively, the entire world.” Compl. ¶ 77. This conclusory
22 allegation is insufficient at the motion to dismiss stage. E.g., Hicks, 897 F.3d at 1122 (dismissing
23
13
E.g., https://www.sherdog.com/fighter/Kajan-Johnson-5615 (listing Kajan Johnson’s UFC
24 bouts); https://tinyurl.com/Tapology (Johnson opponent Tae Hyun Bang fought out of South
Korea); https://tinyurl.com/TapologyLPZ (Johnson opponent Lipeng Zhang fought out of
25 China); https://tinyurl.com/TapologyNK (Johnson opponent Naoyuki Kotani fought out of
Japan); https://www.tapology.com/fightcenter/fighters/adriano-martins (Johnson opponent
26 Adriano Martins from Brazil); https://tinyurl.com/TapologySR (Johnson opponent Stevie Ray
fought out of Scotland); https://www.tapology.com/fightcenter/fighters/40148-islam-makhachev
27 (Johnson opponent Islam Makhachev from Russia);
https://www.tapology.com/fightcenter/fighters/20147-rustam-khabilov (Johnson opponent
28 Rustam Khabilov from Russia).
- 19 -
1 caddies’ claim that advertising purchasers would not switch to other golf advertising products,
2 calling the claim “a legal conclusion veiled as a factual allegation that we do not consider when
3 ruling on a motion to dismiss”). Furthermore, if Plaintiffs wish to cover their bases by alleging
4 that the relevant geographic market is the global pool of MMA athletes, Plaintiffs must also
5 provide support for their claim that Zuffa has monopsony power in the global market for
6 Professional MMA fighters. See Newcal, 513 F.3d at 1044 (“plaintiff must allege both that a
7 ‘relevant market’ exists and that the defendant has power within that market”). Instead, Plaintiffs
8 only offer conclusory statements that Zuffa has monopsony power over the global market for
9 MMA fighters.
10 2. Plaintiffs’ Reliance On The Concept Of “Top-Ranked” Fighters Is

Too Vague To Support A Properly Defined Input Market.
11
Plaintiffs now rely on the concept of a “top-ranked fighter” to support their claims of
12
anticompetitive conduct in a relevant market and have abandoned the designation of “Elite
13
Professional MMA Fighter services” from Le, which this Court knows Zuffa has argued was
14
amorphous, inconsistently used by plaintiffs, and not mentioned by plaintiffs’ own experts. Le,
15
ECF Nos. 518-4 to 518-7; ECF Nos. 727-1 to 727-4. The term “top-ranked fighter” is too vague
16
to provide structure to the relevant market. Just as a properly defined market cannot ignore
17
reasonably interchangeable substitutes, an alleged product market cannot be impermissibly vague.
18
E.g., Universal Grading Serv. v. eBay, Inc., No. C-09-2755 RMW, 2012 WL 70644, at *7 (N.D.
19
Cal. Jan. 9, 2012) (“plaintiffs provide no authority supporting such an overbroad and amorphous
20
market definition [of markets that ‘significantly’ depend on online auctions], which would
21
theoretically encompass the market for every one of the millions of items sold through eBay”),
22
aff’d 563 F. App’x 571 (9th Cir. 2014); see also PSKS, Inc. v. Leegin Creative Leather Prods.,
23
Inc., 615 F.3d 412, 418 (5th Cir. 2010) (“Lastly, ‘women’s accessories’ is too broad and vague a
24
definition to constitute a market.”); Bay Area Surgical Mgmt. LLC v. Aetna Life Ins. Co., 166 F.
25
Supp. 3d 988, 997 (N.D. Cal. 2015) (dismissing antitrust claims because “Plaintiffs’ market
26
definition is vague and should be alleged with greater specificity”).
27
28
- 20 -
1 The concept of “top-ranked” fighters, on which Plaintiffs rely repeatedly, is too vague a
2 metric to support a properly pled market definition. Plaintiffs in Johnson have shifted their
3 description of the alleged anticompetitive conduct to refer to Zuffa’s alleged control of a “critical
4 mass” of “top” or “top-rated” Professional MMA Fighters, which they allege are a necessary input
5 for the successful promotion of live MMA bouts. Compl. ¶¶ 45, 60, 62, 98.
6 But Plaintiffs do not provide any guidance for defining who is a “top-ranked” fighter.
7 Plaintiffs do not even explain whether the “rankings” are limited to UFC or one of the multiple
8 published lists that include athletes from many other promotions, such as Bellator, PFL, ONE,
9 Xtreme Fighting Championship (“XFC”) and Invicta. Plaintiffs never explain whether the top 10,
10 20, or 100 athletes on a given “ranking” are included in their definition of “top-ranked.” Instead,
11 Plaintiffs leave this Court (and Zuffa) to guess which athletes are implicated in the allegations
12 related to “top-ranked” fighters. Such an oversight is fatal to Plaintiffs’ Complaint. E.g., Universal
13 Grading Serv., 2012 WL 70644, at *7; Besser Pub. Co. v. Pioners Press, Inc., 571 F. Supp. 640,
14 642 (N.D. Ill. 1983) (dismissing complaint with a market definition that relied on the unclear term
15 “local,” because “Defendant should not have to make assumptions regarding the meaning of
16 definitions contained in plaintiff’s complaint, particularly where, as here, the market definitions
17 are essential elements of plaintiff’s claims”).
18 The Supreme Court’s decision in International Boxing Club, upholding a market definition
19 that distinguished “championship boxing contests” from “all professional boxing events,” does not
20 save Plaintiffs’ defective Complaint. Intern’l Boxing Club of N.Y. v. United States, 358 U.S. 242,
21 250-51 (1959). Unlike the term “top-ranked,” whether a boxing bout is a championship bout is a
22 clearly defined, easily calculable, unambiguous metric. Id. at 249 (calculating that 36 of the 44
23 championship bouts held were controlled by defendants); id. at 251 (distinguishing a championship
24 bout from a non-championship bout later fought between the same two fighters). In contrast, what
25 constitutes a “top-ranked” MMA fighter is undefined, fluid, and subjective. E.g., Intel Corp. v.
26 Fortress Investment Group LLC, No. 19-cv-07651-EMC, 2020 WL 6390499 at *8 (N.D. Cal. July
27 15, 2020) (finding the market for “high-tech consumer and enterprise electronic devises” to be
28 impermissibly “vague and overbroad”); Reudy v. Clear Channel Outdoors, Inc., 693 F. Supp. 2d
- 21 -
1 1091, 1127 (N.D. Cal. 2010) (adopting Special Master report finding market allegations “vague
2 and conclusory” when Plaintiffs “fail[ed] to adequately describe what they mean[t]”). This is
3 particularly true given that an athlete can be a single fight away from notoriety or obscurity.
4 Golden Boy Promotions LLC. v. Haymon, No. CV-15-3378-JFW-(MRWx), 2017 WL 460736 at
5 *10 (C.D. Cal. Jan. 26, 2017) (rejecting plaintiff’s market definition which relied on the “caliber”
6 of boxers, stating “a Non-Championship-Caliber Boxer can become a Championship-Caliber
7 Boxer as the result of a single fight”).
8 B. Plaintiffs Fail To Allege A Properly Defined Output Market For “Live

Professional MMA Bouts.”
9
Under the same binding precedent discussed above, Plaintiffs’ alleged output market is
10
also insufficient as pled. Merely citing differences between products is not sufficient to support
11
that the products belong in separate markets. E.I. du Pont de Nemours & Co., 351 U.S. at 394
12
(“But where there are market alternatives that buyers may readily use for their purposes, illegal
13
monopoly does not exist merely because the product said to be monopolized differs from others.”);
14
United States v. Oracle, 331 F. Supp. 2d 1098, 1159 (N.D. Cal. 2004) (“[T]he court cannot
15
delineate product boundaries in [antitrust] suits based upon the mere notion that there is ‘something
16
different’ about the [products identified by the complaint] and all others, especially when that
17
‘something different’ cannot be expressed in terms to make a judgement of the court have
18
meaning.”). An antitrust plaintiff must allege facts to plausibly support that a price increase on
19
one product will not lead to increased consumption of the other. Hicks, 897 F.3d at 1122-23
20
(holding that “[t]he fact that golf fans can avoid some forms of advertising fails to indicate that
21
these advertising formats are not reasonably interchangeable with the products in the proposed
22
market such as signs or print advertising”)..
23
Plaintiffs’ alleged output market of “live Professional MMA bouts” fails to include many
24
reasonably interchangeable substitutes that compete for consumer time and attention, such as other
25
combat sports (or other professional sports). Plaintiffs claim that MMA bouts are in a market of
26
their own and do not compete for time and attention with other sporting events, including boxing,
27
kick-boxing, and wrestling. Compl. ¶ 49. To support these allegations, Plaintiffs highlight that
28
- 22 -
1 boxing does not include kicking or grappling and that wrestling is acknowledged to be “staged.”
2 Id. ¶¶ 42-49. To find that these differences plausibly define the market, the Court must accept the
3 underlying assumption that MMA fans are purely interested in the technical aspects of MMA and
4 are not drawn to the sport because of the spectacle and appeal of well-promoted combat between
5 athletes in peak condition. But that assumption is implausible; just as an advertiser in Hicks could
6 turn to other forms of advertisement, a MMA fan could turn to other combat sports (or sports in
7 general) for entertainment if the cost of MMA content increased significantly. Given these
8 considerations, it is implausible to allege that MMA bouts are in a league of their own for the time
9 and interest of consumers. The Complaint should be dismissed in its entirety because of Plaintiffs’
10 failure to adequately define the relevant markets.
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
- 23 -
2 CONCLUSION
3 For the aforementioned reasons, Defendants respectfully request that the Court dismiss
4 all claims against them with prejudice.
5 DATED: September 10, 2021
6 By /s/ William A. Isaacson

7
William A. Isaacson (pro hac vice pending)∗
8 PAUL, WEISS, RIFKIND, WHARTON &
GARRISON LLP
9 2001 K Street, NW Washington, DC 20006
wisaacson@paulweiss.com
10
11 Stacey K. Grigsby (pro hac vice)

COVINGTON & BURLING, LLP
12 850 10th Street, NW Washington, DC 20001
sgrigsby@cov.com
13
Donald J. Campbell (Nev. Bar No. 1216)
14 J. Colby Williams (Nev. Bar No. 5549)
15 CAMPBELL & WILLIAMS
710 South 7th Street Las Vegas, NV 89101
16 djc@cwlawlv.com
jcw@cwlawlv.com
17
18
Attorneys for Defendants Zuffa, LLC and Endeavor
19 Group Holdings, Inc.
20
21
22
23
24
25
26
27
∗
This attorney has complied with LR IA 11-2 by submitting an application for admission to
28 practice in this particular case.
- 24 -
1 CERTIFICATE OF SERVICE
2 The undersigned hereby certifies that service of the foregoing Defendants’ Motion to
3 Dismiss the Class Action Complaint and Memorandum of Points and Authorities in
4 Support Thereof was served on the 10th day of September, 2021 via the Court’s CM/ECF
5 electronic filing system addressed to all parties on the e-service list.
6 /s/ William A. Isaacson

7 William A. Isaacson
10
11
12
13
14
15
16
17
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20
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22
23
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25
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-i-
1 INDEX OF EXHIBITS
2 Exhibit No. Description Pages

3 A Comparison of the Le n/a
complaint (Dec. 16, 2014)
4 and the Johnson complaint
(June 23, 2021)
5
10
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13
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- ii -

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Case 2:21-cv-01189-RFB-BNW Document 17 Filed 09/10/21 Page 1 of 27

1 WILLIAM A. ISAACSON (pro hac vice pending)

5 STACEY K. GRIGSBY (pro hac vice)

19 KAJAN JOHNSON and CLARENCE Case No.: 2:21-cv-01189-RFB-BNW

DEFENDANTS’ MOTION TO DISMISS

6 Authorities; and any oral argument that may be permitted.

22 First, the Complaint adds a new defendant—Endeavor—which acquired a majority stake

23 in Zuffa in 2016. Plaintiffs allege no facts implicating Endeavor in an antitrust violation.

2 alleged here. At a minimum, Endeavor should be dismissed from this case.

17 barred and should be dismissed.

18 Finally, Plaintiffs’ new market definitions are woefully under-inclusive, excluding

19 reasonably interchangeable substitutes—contrary to recently clarified Ninth Circuit case law.

23 be dismissed for this additional reason.

3 Professional MMA Fighter services.” Le Compl. at ¶ 1. Plaintiffs sought certification of a class

6 (quoting Le, ECF No. 518 at i).

14 “scheme” was anticompetitive. Id. at 1169.

15 B. The Current Suit

21 1. UFC and the History of MMA

6 expressly acknowledges are prominent fighters.

10 • Titan Fighting Championship is promoted by “multi-millionaire Jeff Aronson.” Id. ¶ 122.

13 Internet broadcast subscription service ‘Fight Pass.’” Id. ¶ 124.

21 2. The Alleged Markets

28 Plaintiffs’ allegations of anticompetitive conduct rely on Defendants’ alleged control of “top-

5 3. The Alleged Anticompetitive Conduct

9 toll the length of the agreements. Compl. ¶ 97.

18 claimed antitrust violations are effectively identical to those in the Le complaint.

27 allegations that are merely conclusory, unwarranted deductions of fact, or unreasonable

5 II. CLAIMS AGAINST ENDEAVOR MUST BE DISMISSED.

24 In In re Suboxone, Plaintiffs brought antitrust claims under Section 2 against a

3 Endeavor’s market power—or other participation in any alleged anticompetitive conduct—and so

4 the Complaint should be dismissed.

13 performed by Zuffa/UFC—not Endeavor. For example, the allegedly anticompetitive athlete

18 III. PLAINTIFFS FAIL TO STATE A CLAIM FOR MONOPOLIZATION OR

21 describing the current competitive landscape, fails the Twombly standard.

2 Corp., No. CV-15-07490-SJO(MRWx), 2015 WL 9948723, at *6 (C.D. Cal. Dec. 7, 2015)

5 purchases—including banks, automotive companies, and financial companies”); Concord Assoc.,

8 definition excluded “well-known” gambling facilities in Connecticut, Pennsylvania, and New

12 pleaded monopoly power).

17 A. The Complaint Fails To Allege Monopoly Power.

22 earnings potential on PPV broadcasts, major network, or subscription-based outlets.” Johnson

26 market that has changed dramatically since 2014.

27 Consider Plaintiffs’ allegations as to UFC’s competitor Bellator, which both Le and

28 Johnson dismiss in identical terms as a “minor league” organization. Le Compl. ¶¶ 146-50;

9 Energy, renewed in 2018.3

17 raised in financing to fund expansion and talent acquisitions.7

9 had absolutely no influence on the competitive landscape since 2017.

14 this reason, their monopoly allegations fail the Twombly standard.

15 B. The Complaint Fails To Allege Monopsony Power.

5 fails to plausibly allege monopsony power.

12 (quoting Twombly, 550 U.S. at 679).

13 IV. PLAINTIFFS’ ANTITRUST CLAIMS CONCERNING PAST ACQUISITIONS

A. The Alleged Conduct Occurred Outside The Statute Of Limitations Period

17 based on that conduct therefore should be dismissed.

18 1. Plaintiffs Cannot Rely On UFC’s Acquisition Of Strikeforce Or Any

7 acquisitions outside of the four-year statute of limitations).

8 The Complaint describes allegedly anticompetitive acquisitions that occurred between

14 2. Plaintiffs Cannot Rely On Allegations Of Threats, Intimidation, And

3 “continuing” does not suffice. See Faircloth, 2020 WL 820307, at *8 n.4.