Canadian MMA promotion sues WSOF for breach of Franchise Agreement

February 15, 2018

A Canadian mixed martial arts regional promotion has filed a lawsuit against MMAWC, LLC and associated entities with the World Series of Fighting promotion in Clark County Superior Court in Nevada.

The lawsuit, filed on February 1, 2018, also names Carlos Silva, Ray Sefo and Keith Redmond.  Aggression Fighting Championship (“AFC”) claims that in mid-2013 was approached by WSOF looking to expand its business into the Canadian market.  WSOF claimed it wanted to acquire AFC and rename it World Series of Fighting Canada.  According to the lawsuit, it claims that WSOF represented that it had “substantial money behind the company” and an “ironclad network deal with NBC” and had retained IMG to sell events internationally.  AFC claims that WSOF would “cover all increased costs of events to rebrand the AFC, and Plaintiff would be reimbursed all event expenses.”  WSOF claimed it would share all broadcast revenues.

AFC executed a 5-year “licensing agreement which began on August 21, 2013 and expired on August 21, 2018.  But, AFC claims WSOF never provided a Franchise Offering Circular, financial statement or any of the required disclosures for selling a Franchise.

The lawsuit states that after WSOF took over AFC, that WSOF was “forcibly evicted from their office space and there was internal fighting related to non-payment of loans, expenses and vendors.”

AFC claims that it “advanced several tens of thousands of dollars for costs and expense for these events.”  It also paid a “monthly stipend” to WSOF.  Despite requests for payment, WSOF did not “honor the terms of the Franchise Agreement.”

AFC claims that WSOF has failed to pay any Canadian broadcast or streaming revenue to AFC or merchandise revenue.

Interestingly, AFC notes that as part of the “Franchise Agreement,” AFC can use the “Professional Fighters League” name in Canada.

There are ten causes of action in the Complaint, among the claims AFC claims breach of contract of the Franchise Agreement, the implied covenant of good faith and fair dealing in contract, failing to inform AFC that they did not honor the obligations of the Franchise Agreement, intentional interference with prospective economic advantage and tortious interference with contract. It also claims that Silva, Sefo, Redmond and Bruce Deifik breached their fiduciary duty as managers, directors and/or officers of WSOF/PFL. There is also a Civil RICO claim as a result of these claims.

Payout Perspective:

Notably, next week a hearing is scheduled fora Motion to Dismiss and/or compel arbitration in the case of WSOF and Shawn Wright as trustee for a company (WSOF Global, LLC) that provided loans to WSOF.  That case also deals with the issues related to the WSOF and PFL.  Here, it appears that the Canadian company is attempting to recoup money after a broken franchise deal from WSOF.  Since the new ownership took over, AFC probably feels duped that they were not compensated from the still existing franchise agreement.  One would assume that the new investors would take over the liabilities of the previous regime.  Then again, the multitude of lawsuits reflect ongoing issues with the structure of the prior company.  One would think we see this case go to arbitration as well as the Shawn Wright situation.  MMA Payout will keep you posted.


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