Last Tuesday, February 8, 2022, New Amsterdam FC and Chicago House AC filed suit in Delaware’s Chancery Court seeking to force NISA to add the teams as competitors in the league’s 2022 season. The two plaintiffs asked the court to enforce that via a temporary restraining order(TRO) then a preliminary injunction. On Friday, the court denied the TRO and, yesterday, the plaintiffs dismissed the case.

The public version of the complaint is heavily redacted which removes most of the details behind the case including information related to the agreement that National Independent Soccer Association, LLC requires its member clubs to execute. The agreement itself is included as an exhibit with the complaint but is under seal. NISA LLC was the defendant in the case and the league’s entire answer along with attached exhibits are also under seal.

All three parties, New Amsterdam Football Club, LLC, Chicago Football Club, P.B.C. d/b/a Chicago House Athletic Club, and National Independent Soccer Association, LLC are companies formed in Delaware. It should be pointed out that New Amsterdam Football Club, LLC is a different business entity than New Amsterdam Football Club, P.B.C.

While the LLC is a plaintiff in this case the PBC is not. New Amsterdam Football Club, LLC was formed as a Delaware business entity on November 4, 2019. In the complaint, the LLC is presented as the club that is a member of NISA, that runs the professional team, and that has developed NAFC’s Youth Academy.

On the other hand, New Amsterdam Football Club, P.B.C. was formed as a Delaware business entity on March 16, 2020 a month before it was officially announced that New Amsterdam FC had joined NISA. The PBC is not mentioned in any of the non-redacted portions of the complaint. The PBC is the company that owns the New Amsterdam FC trademarks, that runs the official New Amsterdam FC website (www.nafcny.com), and has registered with the SEC. The PBC is also the company that has been seeking investors via Fundly and WeFunder.

On October 8, 2021, the PBC filed a Form D with the SEC showing the company had raised $897,500 in equity shares to investors. This came two days after Laurence Girard, CEO of the PBC, issued a press release stating that New Amsterdam FC would issue equity ownership stakes to all of the team’s players. A letter sent to the PBC from a collections agency was included as an exhibit in a separate lawsuit against Laurence Girard’s company, Fruit Street. That letter sought any receivables that the PBC was sending to Fruit Street.

The Form D filed with the SEC notes the PBC’s officers: Girard as CEO; Christopher Meatto as Treasurer/CFO; Michael Hitchcock as President; and Daniel Gerken as Corporate Secretary. Non-redacted information in the complaint does not provide information on the formal business relationship between New Amsterdam Football Club, LLC and New Amsterdam Football Club, P.B.C. Nor does it provide information on why the PBC is involved in most of the practical and public business of New Amsterdam FC while the LLC is the entity with the official relationship with NISA.

The public version of the complaint also does not provide information on the business relationship between NAFC’s LLC and Chicago Football Club P.B.C. Publicly, Lindsey Morgan Sacks, Laurence Girard’s wife, is the primary owner of Chicago House AC. Girard verified the complaint for plaintiff, NAFC LLC, while Peter Wilt, President and CEO of Chicago House, verified for Chicago Football Club P.B.C.

THE CASE

As noted above, NAFC and CHAC sought a TRO then an injunction to participate in the 2022 season and/or something else that was redacted.

The basic facts of the relationship between the league and the clubs are stated but even those are redacted.

Paragraphs 10 and 11 note when the two teams actually joined the league. But, it’s important to note that redactions hide what the complaint calls the relationship between the teams and the league. In addition, a phrase at the end of paragraph 11 seems to add additional information about Chicago’s relationship with the league that is not included in NAFC’s relationship.

Paragraphs 13 through 23 provide information on the agreement between the clubs and NISA. Everything of substance is redacted in these paragraphs.

The following paragraphs lay out, in somewhat general terms, the time, money and effort that each team expended in order to meet the terms of the Agreement and to compete in the league itself. A paragraph also specifies NAFC’s development of a Youth Academy.

As noted above, the Youth Academy is publicly marketed via the PBC-controlled NAFC website. A recent announcement for academy tryouts was made on that website. The complaint states that the Youth Academy is a source of revenue for plaintiff New Amsterdam Football Club, LLC with an estimated revenue of $200,000 to $400,000 for the coming spring.

Paragraph 29 explicitly states how much each team expended to operate in the league. It also makes a claim to a “collectively estimated” shareholder value of $5 million for both plaintiffs.

The complaint touts each team’s commitment to their communities and advancement of social missions.

And, in another interesting redaction, notes Chicago’s addition to the league raised NISA’s profile.

The information on the events leading up to the lawsuit is also heavily redacted. The little substance available basically shows that the back and forth between the parties took place during December, January, and February. This ended with NISA leaving Chicago and NAFC off their announced list of U.S. Open Cup participants as well as releasing the 2022 league schedule.

The plaintiffs’ claims for relief are also heavily redacted.

Paragraph 70, though, provides a specific unredacted point of contention. That the two clubs’ ability to play in the 2022 league season was dependent on NISA requesting an extension of its deadline with the USSF to finalize the league’s roster of teams.

Paragraph 73 begins to lay out the harm the teams would sustain without the court’s judgment. The paragraph itself is heavily redacted but subparagraphs laying out examples of possible harm are not.

These examples include harm to the teams’ brands and reputations, including NAFC’s Youth Academy “the viability of which is directly tied to its team being sanctioned and competing in a professional men’s soccer league.” Other harms include “relegation to amateur status.”, decreasing ability to compete due to loss of stable reputations, and loss of goodwill and reputation with investors, vendors, and sponsors. Paragraph 74 states that harm and injustice will fall on players and coaches who expected to take part in the 2022 NISA season.

The following paragraphs, again heavily redacted, state that NISA will not sustain any harm by seeking an action that is redacted.

The plaintiffs state that NISA’s decision to not let them take part in the league season before a decision is rendered by an arbitrator is “premature”.

The plaintiffs request the court enter judgment in their favor on three points. The first two are heavily redacted but the third is not. In that one they request that NISA seek an extension from the USSF to extend its deadline and add both teams to their roster of teams competing in the 2022 season.

It is not known at the time of the writing of this article what the next steps are for the two plaintiffs in this case.