The Supreme Court of Pennsylvania has held that a written agreement between the Pittsburgh Steelers and Steelers fans, who purchased “stadium builder licenses” from the team, supercedes any other agreements regarding SBLs that the two may have had.
The decision reinstated the Order of the Court of Common Pleas of Allegheny County entered December 28, 2001,
This dispute centered on the sale of SBLs, which are essentially “licenses” that grant the licensee the right to buy annual season tickets to Pittsburgh Steelers football games. The Steelers sent its prospects a brochure in October of 1998, which advertised a new football stadium that the Steelers planned to construct and advised them of the opportunity to purchase SBLs for football games in that stadium.
Among other things, the brochure promised each purchaser an assigned seat and the right and obligation to buy season tickets for that seat as long as the Steelers football team continues to play in the new stadium. It also gave the purchaser the right “to either transfer their rights to purchase season tickets or terminate their SBLs if at some point in the future they determined that they no longer wanted to purchase season tickets for the seats assigned to them,” wrote the court.
Once the prospect had expressed a desire to buy a SBL, the team asked them to fill out a written application, and submit it along with the required deposit. After sending in their application and required deposit, the plaintiffs were notified in August 1999 that they had been assigned SBL seats and notifying them of the stadium sections in which their seats were located.
“Like the earlier diagrams included in the SBL Brochure, the August 1999 Diagrams only offered a general description of the location of each section, and did not indicate how many rows or how many seats were in any given section,” wrote the court. “However, in spite of the lack of specificity in both sets of diagrams, it was apparent that the parameters of the sections in the August 1999 Diagrams varied from those in the earlier diagrams.”
Nevertheless, the plaintiffs signed the necessary paperwork to secure their season tickets. Finally, in the spring of 2001, the club informed the plaintiffs of the specific locations of their SBL seats. After attending their first game, the plaintiffs discovered that the seats were not located where they expected them to be based on the diagrams in the SBL Brochure.
The plaintiffs sued, alleging that the Steelers breached their contract.
They also charged that the Steelers were guilty of fraud and negligent misrepresentation by: (1) making false assurances both in the SBL Brochure and on “the Steeler web page” that they “would honor requests for specified SBL Sections, or reduce the purchase price if the highest priced Section selected was unavailable . . . .””; and (2) awarding SBL applicants seats in certain sections when the Steelers knew that such seats were not available. R.R. at 93a-94a. In addition, they claimed that the Steelers violated the Unfair Trade Practices and Consumer Protection Law (UTPCPL), 73 P.S. § 201-1 et seq., n14 by essentially making false representations regarding the sale of SBLs.
On November 20, 2001, the trial court held a hearing regarding [*18] the Steelers’ preliminary objections and subsequently, on December 28, 2001, entered an order and opinion sustaining the Steelers’ preliminary objections and dismissing the plaintiffs’ complaint. Central to its decision was that the SBL Agreement was a fully integrated agreement that represented all of the terms of the parties’ agreement, and superseded all of the parties’ previous negotiations and agreements, including the terms in the SBL Brochure. It also sustained the Steelers’ preliminary objections to the plaintiffs’ claims of fraud and negligent misrepresentation, finding that because these claims were directly based on the parties’ contractual agreement, they could only be brought as part of their breach of contract claims rather than as separate tort claims. Finally, it found that the plaintiffs’ claims that the Steelers had violated the UTPCPL “failed as a matter of law because private causes of action under the UTPCPL may only be brought based on the sale of goods or services and SBLs are neither goods nor services.”
The plaintiffs were partially successful when they appealed to the Commonwealth Court, when that appeals court reversed the trial court’s dismissal of the plaintiffs’ claims for breach of contract, violation of the UTPCPL, and declaratory relief. The most provocative aspect of that ruling was that the court found that the terms in the SBL Brochure constituted the terms of the parties’ contract.
Now, it was the team’s turn to appeal, citing the parol evidence rule as a bar to the plaintiffs’ reliance on the terms of the SBL Brochure.
The high court explained the parol evidence rule as follows:
“Where the parties, without any fraud or mistake, have deliberately put their engagements in writing, the law declares the writing to be not only the best, but the only, evidence of their agreement. All preliminary negotiations, conversations and verbal agreements are merged in and superseded by the subsequent written contract . . . and unless fraud, accident or mistake be averred, the writing constitutes the agreement between the parties, and its terms and agreements cannot be added to nor subtracted from by parol evidence. Gianni v. Russell & Co., 281 Pa. 320, 126 A. 791, 792 (Pa. 1924) [*30] (citations omitted); see also Scott v. Bryn Mawr Arms, Inc., 454 Pa. 304, 312 A.2d 592, 594 (Pa. 1973).”
Applying that rule to the instant case, the high court noted that “the SBL Agreement clearly represented the parties’ contract concerning the sale of SBLs. Unlike the SBL Brochure, the SBL Agreement reflected a promise by the Steelers to actually sell the plaintiffs a specific number of SBL seats in a specified section. Furthermore, the SBL Agreement detailed all of the terms and conditions of that sale, i.e., the precise number of seats to be sold to the named Licensee, the exact section in which those seats were located (including a visual depiction of that location), the total amounts due for each SBL, the dates those amounts were due, and all of the rights and duties associated with owning an SBL, including the Licensee’s right to transfer the SBL. Most importantly, the SBL Agreement explicitly stated that it represented the parties’ entire contract regarding the sale of SBLs.”
The high court found that the breach of contract claims must fail, as must the plaintiffs’ claim that the Steelers violated the UTPCPL, “because the allegations in plaintiffs” complaint fail to establish that they are entitled to relief on that claim.” Yocca et al. v. The Pittsburgh Steelers Sports, Inc. et al.; S.Ct.Pa.; No. 32 WAP 2003; 6/20/04
Attorneys of Record: (for defendants): Charles B. Gibbons, Michael J. Manzo and Christine L. Donohue, James F. Glunt and Mark Raymond Hornak
(for plaintiffs): William James Helzlsouer.
