E-FILED 2023 JUN 21 1:56 PM POLK - CLERK OF DISTRICT COURT

IN THE IOWA DISTRICT COURT IN AND FOR POLK COUNTY

IOWA HIGH SCHOOL ATHLETIC Case No.

ASSOCIATION,

Plaintiff,

v.

CELLULAR 29 LTD. d/b/a CHAT MOBILITY PETITION FOR DECLARATORY

and IP BROADCASTING & MEDIA, LLC d/b/a RELIEF
IOWA HIGH SCHOOL SPORTS NETWORK,

Defendants.

Plaintiff Iowa High School Athletic Association states as follows for its Petition for

Declaratory Relief:

Introduction

1. The Iowa High School Athletic Association (“IHSAA”) brings this declaratory-

judgment action to seek the Court’s assistance and guidance with respect to a media rights

agreement, an addendum, and a purported extension. The defendants claim rights as assignees.

They are intending to charge the public a fee for live broadcasts of events which have previously

been made available to the public at no charge, alleging they have full discretion to monetize the

media rights of IHSAA events. Imposing such fees on the public is contrary to the terms of the

agreement and also undermines the IHSAA’s goal of free public broadcasts of state tournament

events.

The defendants have anticipatorily breached with respect to the 2023 Iowa High School

Boys State Baseball Tournament, which they refuse to stream via the internet for free. This

constitutes a repudiation.

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In addition, the parties have a dispute regarding the term of the media rights agreement as

amended. The IHSAA seeks a declaration that the purported extension until 2029, which does

not address compensation to the IHSAA, is not enforceable.

The Parties

2. The IHSAA is a non-profit corporation, organized under the laws of the state of

Iowa, with its principal place of business at 1605 S. Story Street in Boone, Iowa 50036.

3. Cellular 29 Ltd. is an Iowa corporation with its principal place of business at 404

Howland Street, Emerson, Iowa 51533. The fictitious name of Cellular 29 Ltd. is Chat Mobility.

Cellular 29 Ltd. is referred to herein as “Chat Mobility.”

4. iP Broadcasting & Media, LLC (referred to herein as “iP Broadcasting”) is a

limited liability company, organized under the laws of the state of Iowa, with its principal place

of business at 404 Howland Street in Emerson, Iowa 51533. The fictitious name of iP

Broadcasting is Iowa High School Sports Network.

Factual Statement

The IHSAA

5. The history of the IHSAA dates back to 1903, when the Iowa High School

Principals Club appointed a committee to draft rules and regulations for high school athletics.

6. The IHSAA was formed in 1904.

7. Today, membership in the IHSAA is open to all high schools in the state of Iowa

that are approved by the State Department of Education.

8. The IHSAA works to promote, develop, direct, protect, and regulate amateur

interscholastic athletic relationships between member schools and to stimulate fair play, friendly

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rivalry, and good sportsmanship among contestants, schools, and communities throughout the

state of Iowa.

9. The IHSAA currently sanctions annual state tournament events in baseball, boys

basketball, boys bowling, boys cross country, football, boys golf, boys soccer, boys swimming,

boys tennis, boys track and field, and boys wrestling.

10. It is important to the IHSAA, its member schools, student-athletes, and the public

that IHSAA’s state tournament events are broadcast and made available free of charge to all

Iowans.

11. Live broadcasts of IHSAA events provided free of charge to the public date back

to the 1950s, when the boys state basketball tournament was broadcast on television.

2010 Agreement

12. In June 2010, the IHSAA and Krogman and Associates, L.L.C. d/b/a/ Iowa High

School Sports Network (“IHSSN”) entered into an Exclusive Broadcast, Marketing, and Media

Rights Agreement (“2010 Agreement” – Attached as Exhibit A).

13. Under the 2010 Agreement, the IHSAA transferred to IHSSN certain Event

Rights, in exchange for compensation by IHSSN, to assure that families of student-athletes, fans,

and other members of the public would be able to view quality broadcasts of certain state

tournament events. (2010 Agreement).

14. The 2020 Agreement defines “Events” as follows:

… the following Iowa High School State Championships sanctioned by the IHSAA: Iowa
High School Boys State Baseball Tournament, Iowa High School Boys State Cross
Country Championships, Iowa High School Boys State Golf Championships, Iowa High
School Boys State Football Playoffs, Iowa High School Boys State Swimming
Championships, Iowa High School Boys State Wrestling Tournament, Iowa High School
State Boys Bowling Championships, Iowa High School Boys State Basketball
Tournament, Iowa High School Boys State Tennis Championships, Iowa High School
State Boys Track Meet, lowa High School Boys State Soccer Tournament and any other

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Iowa High School State Tournament/ Championship the IHSSA (sic) may sanction
during the term of this Agreement …

(2010 Agreement p. 1).

15. The 2010 Agreement defines “Event Rights” as follows:

… certain rights and privileges associated with the Events including but not be limited to
television, radio, internet, closed circuit television, broadband, streaming, pay per view,
mobile television, website marketing, signage, scorers tables, pull up banner displays,
vehicle displays, LED displays, LED video displays, video displays, sport specific
standards, exhibit displays, on-premise promotions, aftermarket which shall include
rebroadcast, video on demand, DVD's, compact discs and other formats of delivering and
marketing audio and video of the Events …

(2010 Agreement ¶ 2).

16. Under the 2010 Agreement, IHSSN agreed to pay to IHSAA an annual base

license fee as well as an additional fee if IHSSN’s annual gross revenues exceeded a specified

amount. (2010 Agreement ¶ 5).

17. The term of the 2010 Agreement was July 1, 2010 to June 30th, 2016. (2010

Agreement ¶ 1).

Free Live Broadcasts

Continued Under the 2010 Agreement

18. After execution of the 2010 Agreement, the public continued to enjoy free live

broadcasts.

19. These live free broadcasts have included television broadcasts and internet

streaming.

2014 Addendum to 2010 Agreement

20. In 2014, IHSAA and IHSSN executed an “‘Addendum’ to Original Exclusive

Broadcast, Marketing and Media Rights Agreement” (“2014 Addendum” – Attached as Exhibit

B).

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21. The 2014 Addendum extends the term of the 2010 Agreement to 2024, stating:

“Agreement to extend through 2018-2019 with an automatic extension through 2023-2024

providing the NFHS Network (or future potential owner/network if sold) renews accordingly.”

(2014 Addendum Section I). 1

22. The 2014 Addendum revises the compensation paid by IHSSN to IHSAA,

providing “Guaranteed Rights Fees with no percentage of fees/revenue.” (2014 Addendum

Section II).

23. Under the 2014 Addendum, IHSSN agreed to pay to IHSAA $60,000 for 2014-

2015, $60,000 for 2015-2016, $65,000 for 2016-2017, $70,000 for 2017-2018, and $75,000 for

2018-2019.

24. The 2014 Addendum also provides: “With automatic extension, guaranteed rights

fee to become $80,000 per year through 2023-2024.” (2014 Addendum Section II).

25. The 2014 Addendum revises the Events Rights, removing media rights associated

with bowling, cross country, golf, swimming and tennis. (2014 Addendum Section III).

Purported 2015 Extension

26. In 2015, IHSSN presented to the IHSAA a document entitled: “Extension to the

‘Addendum’ to the Original Exclusive Broadcast, Marketing and Media Rights Agreement

(Dated June 23, 2010)” (“Purported 2015 Extension” – Attached as Exhibit C).

27. IHSSN signed the Purported 2015 Extension on June 3, 2015, and the IHSAA

signed the Purported 2015 Extension on June 8, 2015. (Purported 2015 Extension).

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To further its goal of making Iowa high school events available for public viewing, IHSAA has entered into
agreements with NFHS Network Holdings, LLC (“NFHS”) regarding broadcast of certain events that do not
constitute Events under the 2010 Agreement as amended. IHSAA entered into an agreement with NFHS effective
as of August 9, 2014, which was amended in May 2015 and August 2018.

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28. The Purported 2015 Extension states: “The parties hereby agree to extend the

initial term of the Agreement from a period of five (5) years to a period of ten (10) years,

meaning that this agreement shall terminate effective as of July 31, 2029, unless otherwise

extended by mutual agreement of the parties.” (Purported 2015 Extension).

29. The Purported 2015 Extension does not address compensation to be paid to the

IHSAA. (Purported 2015 Extension).

Alleged Assignment and Assumption Agreement

30. On information and belief, in 2021, Chat Mobility formed iP Broadcasting.

31. On information and belief, in 2021, IHSSN entered into an assignment and

assumption agreement with Chat Mobility and/or iP Broadcasting pursuant to which Chat

Mobility and/or iP Broadcasting claim to have acquired IHSSN’s rights under the 2010

Agreement as amended.

32. Hereinafter, Chat Mobility and iP Broadcasting are collectively referred to as

“Iowa High School Sports Network” or “IHSSN”.

Free Live Broadcasting by Iowa High School Sports Network

33. After the alleged assignment and assumption in 2021, IHSSN continued to

provide live broadcasting of Events to the public at no charge.

Iowa High School Sports Network Has Adopted a New Revenue Model

34. IHSSN has recently taken the position it has full discretion with respect to

monetization of the Event Rights under the 2010 Agreement as amended. (Exhibit D p. 7 – 5-26-

23 letter).

35. According to the IHSSN, it has determined “what the market will bear in terms of

revenue generation” with respect to Event Rights. (Exhibit D p. 7 – 5-26-23 letter).

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36. According to the IHSSN, it has determined the market will support “a new

payment model” that includes charging the public to watch Events previously live streamed on

the internet for free. (Exhibit D p. 7 – 5-26-23 letter).

37. IHSSN admits the IHSAA objects to its “new model.” (Exhibit D p. 12 – 6-13-23

letter).

Iowa High School Sports Network’s June 20, 2023 Press Release

38. On June 20, 2023, Iowa High School Sports Network issued a press release

announcing a “new platform.”

39. The June 20, 2023 press release states that “IHSSN’s championship broadcasts

will still be available live and for free through its Iowa cable and broadcast television affiliates”

but “watching these same contests via a streaming device (i.e., phone, desktop, iPad, etc.”) will

now” require a fee.

40. According to the June 20, 2023 press release: “You can watch a single

game/match for $9.99, or you can pay $18.99 for a tournament pass, which gives you access to

all the championship games or matches for that sport.”

41. The June 20, 2023 press release indicates this “new platform” “will go into effect

for this year’s state baseball championships, which will be held July 17-21, 2023.”

42. The June 20, 2023 press release references the “business decision” of Iowa High

School Sports Network.

Iowa High School Sports Network Refuses to Provide a Free Live Stream of
Iowa High School Boys State Baseball Championship Finals

43. The 2010 Agreement as amended provides: “IHSSN agrees to video stream live to

the internet the Iowa High School Boys State Baseball Championship Finals.” (2010 Agreement

¶ 4.2).

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44. The IHSAA does not believe charging a fee to the public to stream live broadcasts

of Events, including the State Baseball Championship Finals, is appropriate or consistent with

the terms of the 2010 Agreement as amended, including but not limited Paragraph 4.2.

Iowa High School Sports Network Has Taken the Position

the 2010 Agreement as Amended Extends to 2029.

45. Iowa High School Sports Network has taken the position that by virtue of the

Purported 2015 Extension, the term of the 2010 Agreement as amended extends to 2029.

(Exhibit D p. 9 – 5-26-23 letter).

46. The IHSAA does not believe the Purported 2015 Extension is an enforceable

contract. (Exhibit D pp. 3-4 – 5-12-23 letter).

47. The IHSAA believes the term of the 2010 Agreement as amended ends in 2024.

(Exhibit D pp. 3-4 – 5-12-23 letter); (Exhibit D p. 11 – 6-6-23 letter).

48. Iowa High School Sports Network has taken the position that under the Purported

2015 Extension, IHSAA is entitled to annual payments of $80,000 through 2029. (Exhibit D p. 8

– 5-26-23 letter).

49. The IHSAA did not agree to annual compensation of $80,000 through 2029, and

that amount of compensation would not be sufficient to adequately compensate the IHSAA. It

would be particularly unfair for Iowa High School Sports Network to pay the same amount of

annual compensation through 2029 when the 2014 Addendum recognized the need for increases

in the annual compensation to the IHSAA.

Declaratory Relief is Warranted.

50. There is a substantial, justiciable controversy between the parties having adverse

legal interests.

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51. This controversy is of sufficient immediacy and reality to warrant declaratory

judgments.

52. There are uncertainties regarding the parties’ rights, duties, and legal relationship

under the 2010 Agreement, as amended, and the 2015 Purported Extension.

53. The IHSAA is interested in the 2010 Agreement as amended; and the rights of the

IHSAA and its legal relationships are affected by the agreement.

54. There are questions regarding the construction of the 2010 Agreement as

amended.

55. There are questions regarding the validity and enforceability of the 2015

Purported Extension.

56. The IHSAA has standing and seeks a declaration of the rights, duties, status, and

legal relationship of the parties.

Count I – Request for Declaratory Relief Regarding Live Broadcasting of Events Free to
the Public.

57. The IHSAA realleges and incorporates by reference all preceding paragraphs.

58. Under the 2010 Agreement as amended, the IHSAA transferred only certain

rights.

59. Paragraph 3 of the 2010 Agreement states:

IHSSA (sic) hereby exclusively transfers to IHSSN the Event Rights, described in Para.
2, for the term of this Agreement, and for any extension thereof, for the use and
enjoyment by IHSSN and to the exclusion of all others. IHSSA (sic) shall use its best
efforts to negotiate with Event venues to protect the interests of IHSSN to receive the
financial benefits associated with the Events Rights. By means of example, IHSSA (sic)
shall use its best efforts to stop or limit any unfair or unreasonable restrictions place on
IHSSN’s access to or use of LED video displays or banner displays at Event venues.
Should the IHSSN elect not to provide selected “Event Rights” for certain "Events'', the
IHSAA shall have the right to request to provide those selected "Events Rights” with
terms and conditions mutually agreeable to the IHSSN and IHSAA. Such requests shall
not be unreasonably withheld.

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(2010 Agreement ¶ 3).

60. The IHSAA retained all rights not explicitly transferred to the IHSSN under the

2010 Agreement as amended.

61. The IHSAA’s retained rights include rights with respect to media concepts,

marketing strategies, and the right to decide whether to charge the public to watch broadcasts of

Events.

62. Section 4.15 of the 2010 Agreement provides: “IHSSN agrees that the IHSAA is

transferring only those rights specifically and explicitly described herein. All other rights,

concepts and marketing strategies specific to the IHSAA are strictly and retained by the IHSAA,

provided, however, if other Event related media or promotional rights or components become

available through improvements in technology or for any other reason, then IHSAA shall afford

IHSSN an opportunity to negotiate in good faith with IHSAA about IHSSN’s acquisition or use

of such new rights or components before IHSAA offers them to any other person or company.”

(2010 Agreement ¶ 4.15).

63. Iowa High School Sports Network’s decision to charge the public to view live

broadcasts of Events is a concept and marketing strategy of which the IHSAA does not approve.

64. Iowa High School Sports Network’s “new model,” based on its determination of

“what the market will bear in terms of revenue generation,” is a concept and marketing strategy

of which the IHSAA does not approve

65. The IHSAA also has retained rights of preapproval and refusal, including with

respect to value added benefits and programming.

66. The 2010 Agreement provides: “IHSAA shall retain the right of preapproval and

right of refusal relating to the selection of all on-air talent, interviews and value added

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benefits/programming. These rights shall include the right of immediate dismissal of an air talent

at the sole discretion of the IHSAA in the event that the behavior of the on-air talent conflicts

with or reflects negatively on the IHSAA and its principles.” (2010 Agreement ¶ 4.10).

67. Iowa High School Sports Network’s desire to charge the public to view live

broadcasts of Events is subject to the IHSAA’s rights of preapproval and refusal.

68. With respect to Iowa High School Boys State Baseball Championship Finals, the

2010 Agreement as amended requires live video streaming on the internet that is available for

free to the public.

69. Section 4.2 of the 2010 Agreement provides: “IHSSN agrees to video stream live

to the internet the Iowa High School Boys State Baseball Championship Finals.” (2010

Agreement ¶ 4.2).

70. The intent of the parties was live free broadcasting to the public.

71. In addition, the IHSAA has rights applicable when IHSSN elects to not exercise

Events Rights for Events.

72. Section 3 of the 2010 Agreement provides: “Should the IHSSN elect not to

provide selected ‘Events Rights’ for certain ‘Events,’ the IHSAA shall have the right to request

to provide those selected ‘Event Rights’ with terms and conditions mutually agreeable to the

IHSSN and IHSAA. Such requests shall not be unreasonably withheld.” (2010 Agreement ¶ 3).

73. The IHSAA requests a declaration that the IHSAA has the right to review and the

right to refuse any concept or strategy adopted by IHSSN by which the public would be charged

to watch live broadcasts of Events.

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74. The IHSAA requests a declaration that, pursuant to Section 4.2, IHSSN is

required to video stream live to the internet at no charge to the public the Iowa High School Boys

State Baseball Championship Finals.

75. The IHSAA requests a declaration that if Iowa High School Sports Network does

not provide live free internet streaming for any Event, the IHSAA has the right to itself provide

live free internet streaming for the Event.

WHEREFORE, the IHSAA seeks declaratory relief and such further relief as the Court

deems warranted.

Count II – Repudiation and Anticipatory Breach

76. The IHSAA realleges and incorporates by reference all preceding paragraphs.

77. Iowa High School Sports Network has expressly stated it will charge the public a

fee to watch live internet streaming of the 2023 Iowa High School Boys State Baseball

Championship Finals.

78. Iowa High School Sports Network has positively indicated it will not perform its

contractual obligations under Section 4.2 of the 2010 Agreement as amended.

79. Iowa High School Sports Network has clearly expressed an intention to not

perform under any interpretation of the 2010 Agreement as amended other than its own.

80. Iowa High School Sports Network has definitely and unequivocally repudiated

the 2010 Agreement as amended by evidencing an intention to refuse to perform in the future.

81. Iowa High School Sports Network has anticipatorily breached by repudiation.

82. The anticipatory breach by Iowa High School Sports Network has caused damage

to the IHSAA.

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83. The IHSAA is relieved from and excused from performance due to anticipatory

breach by Iowa High School Sports Network of the 2010 Agreement as amended.

WHEREFORE, the IHSAA seeks an award of damages, judgment in its favor, and such

further relief as the Court deems warranted.

Count III– Request for Declaratory Relief Regarding the Term of the 2010 Agreement as
Amended and Compensation Owed to the IHSAA

84. The IHSAA realleges and incorporates by reference all preceding paragraphs.

85. The Purported 2015 Extension purports to extend the term of the 2010 Agreement

as amended from 2024 to 2029.

86. The Purported 2015 Extension does not address compensation to be paid to the

IHSAA.

87. The compensation to be paid to the IHSAA is an essential term and an essential

detail.

88. The Purported 2015 Extension lacks essential terms and essential detail.

89. When the Purported 2015 Extension was signed, there was not a meeting of the

minds about the core term of compensation to be paid to IHSAA after 2024.

90. The Purported 2015 Extension is not a binding contract.

91. The Purported 2015 Extension lacks consideration or lacks sufficient

consideration.

92. The Purported 2015 Extension is void.

93. The IHSAA seeks a declaration that the Purported 2015 Extension is not an

enforceable agreement.

94. The IHSAA seeks a declaration that the term of the 2010 Agreement as amended

ends in 2024.

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95. Alternatively, in the event the Court finds the Purported 2015 Extension to be

enforceable (which is denied), the IHSAA seeks a declaration regarding the annual compensation

owed by Iowa High School Sports Network to the IHSAA.

WHEREFORE, the IHSAA seeks declaratory relief and such further relief as the Court

deems warranted.

Date: June 21, 2023 Respectfully submitted,

/s/ Jeffrey D. Harty

Jeffrey D. Harty, AT0003357
NYEMASTER GOODE, P.C.
700 Walnut Street, Suite 1600
Des Moines, IA 50309-3899
Telephone: (515) 283-3100
Facsimile: (515) 283-3108
Email: jharty@nyemaster.com

Brian J. Humke, AT0003847

NYEMASTER GOODE, P.C.
1416 Buckeye Avenue, Suite 200
Ames, IA 50010-8070
Telephone: (515) 956-3911
Facsimile: (515) 956-3990
Email: BJH@nyemaster.com

ATTORNEYS FOR PLAINTIFF

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