SPORTS ENTERPRISES, INC., an Oregon corporation v. Marvin Goldklang, an individual

PRECEDENTIAL
UNITED STATES COURT OF APPEALS
FOR THE THIRD CIRCUIT
____________
No. 25-1299
SPORTS ENTERPRISES, INC., an Oregon corporation,
Appellant
v.
MARVIN GOLDKLANG, an individual; M.S. GOLDKLANG &
CO., INC., a New Jersey corporation
On Appeal from the United States District Court
for the District of New Jersey
(District Court No. 2:23-cv-02198)
District Judge: Honorable Jamel K. Semper
Argued on November 12, 2025
Before: RESTREPO, McKEE, and AMBRO, Circuit Judges
(Opinion filed: January 21, 2026)

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Geoffrey S. Brounell
Mohammad B. Pathan
Davis Wright Tremaine
1251 Avenue of the Americas
21st Floor
New York, NY 10020
Alexander M. Naito (Argued)
Tarlow Naito & Summers
2014 NE Broadway
Portland, OR 97232
Counsel for Appellant
Martin B. Gandelman
Eric T. Kanefsky (Argued)
Philip J. Morrow
Kevin Musiakiewicz
Calcagni & Kanefsky
1085 Raymond Boulevard
One Newark Center, 18th Floor
Newark, NJ 07102
Christopher J. Gramiccioni
Kingston Coventry
522 Washington Blvd
Suite 2
Sea Girt, NJ 08750
Counsel for Appellees

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OPINION OF THE COURT
AMBRO, Circuit Judge
Sports Enterprises, Inc. (SEI) owns the Salem-Keizer
Volcanoes, an Oregon-based minor league baseball club. For
years, the Volcanoes maintained a lucrative affiliation with
the San Francisco Giants. That changed in 2020 when Major
League Baseball (MLB) overhauled its relationship with the
minor leagues. It allowed its professional teams to cut
affiliations with over forty minor league teams, and the
Giants dropped the Volcanoes.
SEI blames Marvin Goldklang, a minority owner of an
MLB team who negotiated with MLB on the minor leagues’
behalf. It alleges he schemed to shrink minor league baseball’s
role in America’s national pastime for his personal financial
gain. Even were that true, SEI fails plausibly to allege that
Goldklang owed any fiduciary duty. We thus affirm the
District Court’s order dismissing the complaint for failure to
state a claim.

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I. BACKGROUND1
To bargain collectively with MLB on their behalf,
minor league teams formed the National Association of
Professional Baseball Leagues, Inc. (Association) in 1901. The
arrangement produced results for minor league teams. For over
a century, MLB agreed to guarantee professional affiliations
for each minor league club under that organization’s umbrella.
To do so, it used a series of written agreements called
Professional Baseball Agreements (PBAs) that were set to
expire roughly every ten years. Like clockwork, every decade
since 1901 the parties renewed the PBA with the same basic
bargain providing each club with a guaranteed affiliation.2 That
ended in 2020 when negotiations to renew the then-existing
PBA fell apart. In its place, a smaller group of minor league
teams struck a new deal with MLB, cutting teams like the
Volcanoes out of the picture. To date, there is no agreement
between MLB and the Association, and baseball’s minor
league world is smaller now for it.
For 26 years prior to 2020, the Volcanoes maintained a
professional affiliation with the San Francisco Giants. Though
it was nominally a relationship of independent contract, the
PBA set out the terms and conditions of the affiliation.
Association rules prevented SEI from negotiating with MLB
1 We draw the facts discussed in this section from the
allegations in SEI’s complaint. We accept them as true and
view them in the light most favorable to SEI. See Doe v.
Princeton Univ., 30 F.4th 335, 340 (3d Cir. 2022).
2 There was a hiccup in the 1990s that delayed one PBA
renegotiation cycle, but it did not result in a reduction in
guaranteed affiliations for any minor league clubs.

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directly concerning those terms, and thus, on SEI’s telling, the
arrangement left the Volcanoes no choice but to depend on the
Association to look out for its interests and protect its
affiliation with the Giants.
Enter Marvin Goldklang. He is a minority owner of the
New York Yankees and the majority owner of the Goldklang
Group, which had a majority ownership stake in three minor
league clubs—the Charleston RiverDogs, the Hudson Valley
Renegades, and the St. Paul Saints—during the PBA
renegotiation period. Goldklang was also on the Association’s
Board of Trustees and a member of a committee assembled to
handle the 2020 PBA renegotiation (Negotiating Committee).
SEI alleges he worked behind the scenes to tank the 2020 PBA
renegotiation, effectively ending the affiliation between the
Volcanoes and the Giants.
The operative complaint raises only a breach-of-
fiduciary-duty claim. The District Court found that SEI failed
to allege plausibly the existence of a fiduciary relationship and
dismissed the complaint. It appeals that decision.
II. ANALYSIS3
“We review de novo a district court’s grant of a motion
to dismiss for failure to state a claim under [Federal] Rule [of
Civil Procedure] 12(b)(6).” Klotz v. Celentano Stadtmauer &
Walentowicz LLP, 991 F.3d 458, 462 (3d Cir. 2021). “To
survive a Rule 12(b)(6) motion, a complaint must set forth
enough factual allegations to ‘state a claim to relief that is
3 The District Court had jurisdiction under 28 U.S.C. §
1332(a). We have jurisdiction under 28 U.S.C. § 1291.

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plausible on its face.’” Id. (quoting Bell Atl. Corp. v. Twombly,
550 U.S. 544, 570 (2007)).
A. Whether Goldklang Owes Fiduciary Duties under
Florida’s Non-Profit Law
The Association is a Florida non-profit corporation. SEI
argues that Goldklang thus owed fiduciary duties to it under
Fla. Stat. § 617.0830 (the State’s non-profit law). The
provision states that:
(1) A director shall discharge his or her duties
as a director, including his or her duties as a
member of a committee:
(a) In good faith;
(b) With the care an ordinarily prudent
person in a like position would exercise
under similar circumstances; and
(c) In a manner he or she reasonably
believes to be in the best interests of the
corporation.
Goldklang does not dispute that, as a member of the
Association’s Board of Trustees, he was a “director” within the
meaning of the statute, and that he owed fiduciary duties to the
Association under that law. SEI says his duties do not stop
there by asserting that the statute also creates fiduciary duties
between Goldklang and the Association’s members. In Florida,
a non-profit corporation “may have one or more classes of
members,” or “may have no members at all.” Fla. Stat. §
617.0601(1)(a). Like owning stock in a for-profit corporation,
being a member carries with it a set of rights and obligations
set out by the non-profit’s articles of incorporation and

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bylaws.4 SEI alleges that it is a member of the Association,5
and therefore, on its reading of the statute, it had its own
fiduciary relationship with Goldklang.
Florida’s Supreme Court has not addressed whether
directors owe fiduciary duties to members under the non-profit
law. Without the benefit of its guidance, we begin our analysis
with the statute’s text. To repeat, it states that “[a] director shall
discharge his . . . duties . . . [i]n a manner he . . . reasonably
believes to be in the best interests of the corporation.” Fla. Stat.
§ 617.0830(1)(c). It does not say he owes duties to the
corporation’s members. “When the words of a statute are plain
and unambiguous and convey a definite meaning, courts have
no occasion to resort to rules of construction.” Nicoll v. Baker,
668 So.2d 989, 990-91 (Fla. 1996). Hence, we do not engraft
onto the statute words that create a fiduciary duty of non-profit
directors to Association members.6
4 Florida defines a member as “one having membership rights
in a corporation in accordance with the provisions of its articles
of incorporation or bylaws or the provisions of [the non-profit
law].” Fla. Stat. § 617.1401(12).
5 Goldklang disputes that SEI is a member of the Association,
arguing that the Association’s bylaws confer membership
solely to the leagues that comprise the organization, and not
the individual clubs that compete in those leagues, such as
SEI’s Volcanoes. Because we hold that the non-profit statute
does not create a fiduciary relationship between directors and
members, we need not address Goldklang’s argument on this
point.
6 We would reach the same conclusion applying federal rules
of statutory construction. The statute’s express mention of the
“corporation,” without more, implies the exclusion of other

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SEI challenges our conclusion by pointing to Fla. Stat.
§ 607.0830 (the State’s for-profit law). It governs a corporate
director’s fiduciary duties in the for-profit context and uses the
same language as the non-profit law, providing that a for-profit
director must discharge his duties “[i]n a manner
he . . . reasonably believes to be in the best interests of the
corporation.” Fla. Stat. § 607.0830(1)(b). SEI points out that
Florida courts extend a for-profit director’s fiduciary duties to
the corporation’s shareholders. See Taubenfeld v. Lasko, 324
So.3d 529, 538 (Fla. Dist. Ct. App. 2021). It asks us to read the
non-profit statute the same.
SEI’s argument does not persuade us. Florida common
law—not its for-profit statute—creates the for-profit
shareholder’s cause of action. See Fox v. Pro. Wrecker
Operators of Fla., Inc., 801 So. 2d 175, 180 (Fla. Dist. Ct. App.
2001) (“[A]t common law the directors of a private corporation
are considered by equity to be in a fiduciary relationship with
the corporation and its shareholders . . . .”). Because the for-
profit statute is not the source of the claim, we decline to read
a parallel cause of action into the non-profit law merely
because the two statutes use identical text.
Moreover, no court to our knowledge has held that
Florida common law supplies an analogous cause of action to
non-profit members. In a concurrence, Judge Edward LaRose
of Florida’s Second District Court of Appeal suggested that
categories of fiduciary obligees. See United States v. Nasir, 17
F.4th 459, 471-72 (3d Cir. 2021) (“As a familiar canon of
construction states, . . . the expression of one thing is the
exclusion of the other.”).

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such a cause of action does not exist.7 Sharma v. Ramlal, 76
So.3d 955, 956-57 (Fla. Dist. Ct. App. 2011) (LaRose, J.,
concurring). But there is no state court decision squarely
addressing the issue. SEI argues the Fifth District Court of
Appeal’s decision in Fox compels us to carry over a for-profit
shareholder’s common law rights to supply SEI with a direct
breach-of-fiduciary-duty claim here. In that case, the Court
borrowed common law principles from the for-profit context
to permit non-profit members to bring derivative suits
notwithstanding the non-profit law’s silence on the topic. Fox,
801 So.2d at 179-80.8 While SEI’s suit is not a derivative one,
we still consider whether Fox’s reasoning applies here, and if
so, whether other sources of Florida law compel a different
result from the one it suggests.
To evaluate Fox’s reasoning, we begin, as that Court
did, with a brief detour into Florida’s 1993 amendments to its
non-profit law. Prior to those amendments, non-profit
members “could bring a derivative action as a matter of
statutory law.” Larsen v. Island Devs., Ltd., 769 So.2d 1071,
1072 (Fla. Dist. Ct. App. 2000). They could do so because
7 The majority decided that case on separate grounds and did
not reach the question. Sharma v. Ramlal, 76 So.3d 955, 956
(Fla. Dist. Ct. App. 2011).
8 The nature of the alleged injury determines whether a claim
is direct or derivative. Fox, 801 So.2d at 179. “[I]f the injury is
to the corporation, and only indirectly harms the shareholder,
the [shareholder’s] claim must be pursued as a derivative
claim.” Id. SEI alleges an injury to itself, not the corporation,
and thus its claim is direct. Its counsel conceded as much at
oral argument. And in any event, SEI has not complied with
the pre-suit requirements for filing a derivative claim codified
at Fla. Stat. § 617.07401.

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Florida law at the time made the provisions of its for-profit law
applicable to non-profit corporations, and the for-profit law
permitted shareholder derivative actions. Id. The 1993
amendments eliminated the statutory “bridge” between the for-
profit and non-profit laws, and with it any statutory source of a
non-profit member’s derivative cause of action against a
director. Id.
Larsen was the first case to address the effect of the
1993 amendments. It held that non-profit members could still
bring derivative actions despite the elimination of the statutory
cause of action because the right “was not initially granted by
the legislature,” but instead “derived from the common law as
an equitable remedy” for “relief from ‘faithless directors and
managers.’” Id. (quoting Cohen v. Beneficial Indus. Loan
Corp., 337 U.S. 541, 548 (1949)). The distinction between the
for-profit and the non-profit context mattered little to the
Larsen court. In fact, to support the proposition that non-profit
derivative suits are a creature of the common law, it cited cases
primarily from the for-profit context. Id.9
9 Larsen cited three cases recognizing a for-profit
shareholder’s common law right to bring a derivative suit. The
first is Cohen, in which the U.S. Supreme Court discussed the
equitable roots of a shareholder derivative action. 337 U.S. at
548. The second is Orlando Orange Groves Co. v. Hale,
whereby the Florida Supreme Court recognized the same. 144
So. 674, 678 (Fla. 1932). And the final one is James Talcott,
Inc. v. McDowell, a decision of a lower Florida court also
recognizing the same. 148 So.2d 36, 37 (Fla. Dist. Ct. App.
1962). The only case Larsen cited that explicitly recognized a
non-profit member’s common law right to bring a derivative
suit is Kirtley v. McClelland, in which an Indiana state court

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Fox was the second case to address the 1993
amendments, and it followed Larsen’s lead but went further. In
addition to finding Larsen “persuasive,” it articulated policy-
based reasons to treat for-profit shareholders like non-profit
members. Fox, 801 So.2d at 180. The Court reasoned that “it
makes little sense to us to place members of a no[n]-profit
corporation . . . in the predicament of having to persuade the
corporation’s directors to take action on its
behalf[,] . . .especially if they are the cause of the
mismanagement.” Id. And furthermore, it saw “no reason to
treat members of no[n]-profit corporations differently from
[shareholders] of for-profit corporations” with respect to the
common law right to bring a derivative suit because there is
“nothing about the remedy, which seeks redress for breach of
fiduciary duty, that warrants distinctive treatment based upon
corporate purpose.” Id. To contend with the 1993 amendments,
Fox chalked up the apparent elimination of the derivative cause
of action to “legislative neglect or inattention.” Id.
Before deciding whether to follow either case’s
rationale, there are reasons to read them on their own terms not
to supply SEI with a direct action. For example, Larsen cites
the U.S. Supreme Court’s decision in Cohen as evidence of a
non-profit member’s common law right to bring a derivative
suit. 769 So.2d at 1072. Cohen suggests that equity only
permits derivative suits to proceed where a shareholder cannot
applied Indiana law to reach that result. 562 N.E. 2d 27, 29-30
(Ind. Ct. App. 1990). Kirtley is more candid than Larsen in its
reasoning, acknowledging that “few examples of derivative
actions brought by members of no[n]-profit
corporations . . . can be found in Indiana case law,” but
concluding anyway that the same common law right should
extend to non-profit members. Id.

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bring a direct one. 337 U.S. at 548 (“Equity . . . allow[s] the
[shareholder] to step into the corporation’s shoes and . . . seek
in its right the restitution he c[an]not demand in his own.”).
The case Larsen cites for the availability of the derivative suit
at common law thus contemplates the unavailability of a direct
suit in the very same breath. Perhaps then, to borrow language
from Fox, there may be “reason to treat members of no[n]-
profit corporations differently from [shareholders] of for-profit
corporations” in the context of direct actions. 801 So. 2d at 180.
But to us Fox paints broadly enough to render meaningless the
suggestion from Cohen. The former reasoned that
[b]ecause at common law the directors of a
private corporation are considered by equity to
be in a fiduciary relationship with the
corporation and its shareholders, and because the
right to assert a claim for the tort of breach of
fiduciary duty derives from the common law, we
agree with the conclusion reached in Larsen that
the purpose for which a corporation is formed
(profit versus nonprofit) is immaterial.
Fox, 801 So. 2d at 180 (citation modified). The suggestion of
this syllogism is that Florida law supplies non-profit members
all the same breach-of-fiduciary-duty claims as for-profit
shareholders. Extending Fox’s reasoning would compel
recognizing a direct action against Goldklang to mirror the one
SEI would have against him if the Association were a for-profit
corporation.
Our inquiry is not done, however, merely because SEI’s
reading of Fox may be plausible. As a federal court applying
state law, our role is to “predict how [the Florida Supreme
Court] would decide the precise legal issues before us.”
Koppers Co., Inc. v. Aetna Cas. & Sur. Co., 98 F.3d 1440, 1445

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(3d Cir. 1996). To be sure, we should not decline to follow the
reasoning of an intermediate appellate state court without good
reason. The general rule is to follow their opinions unless we
are “convinced by other persuasive data that the highest court
of the state would decide otherwise.” Nationwide Mut. Ins. Co.
v. Buffetta, 230 F.3d 634, 637 (3d Cir. 2000) (quoting West v.
AT&T Co., 311 U.S. 223, 237 (1940)). This is one such case.
Permitting SEI’s suit to go forward based on Fox’s
reasoning would require us to look beyond the plain text of
Florida’s non-profit law to recognize a new dimension to a
common law right. But Florida’s Supreme Court admonishes
lower courts to “read . . . statute[s] as written, for to do
otherwise would constitute an abrogation of legislative
power.” Nicoll, 668 So.2d at 991. Following Fox’s approach
would put us out of step with that instruction.
The Fox court frames its decision as adding to a statute
in order to cure a case of “legislative neglect or inattention.”
801 So.2d at 180. Florida’s Supreme Court warns not to change
a statute’s meaning based on legislative intent. Daniels v. Fla.
Dep’t of Health, 898 So.2d 61, 64 (Fla. 2005) (“When the
statute is clear and unambiguous, courts will not look behind
[its] plain language for legislative intent . . . .”). Accordingly,
we decline to consider whether the non-profit law’s omission
of a direct cause of action for members is a product of the
legislature’s neglect or inattention. Even if the non-profit law
revokes a common law right, as Fox’s reasoning suggests it
might, that is only more reason to construe it strictly. Id.
(explaining that statutes “in abrogation of the common
law . . . are to be strictly construed”).
Our concerns about undermining legislative power are
heightened by Fox’s reliance on policy arguments. The policy
rationale Fox articulates—to offer recourse to injured non-

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profit members—may be a noble one. But courts have
articulated policy reasons not to recognize a fiduciary
relationship between non-profit members and directors. For
example, in Ballard v. 1400 Willow Council of Co-Owners,
Inc., the Kentucky Supreme Court rejected such a relationship
because members “could have competing agendas, which may
not be in the best interests of the [non-profit corporation].” 430
S.W.3d 229, 241 (Ky. 2013). We express no view on the
strength of that policy argument. We note it, however, because
we are reluctant to recognize a new dimension of a common
law right against a backdrop of competing public policy
considerations in a statute. See also Squeri v. Mount Ida Coll.,
954 F.3d 56, 67 (1st Cir. 2020) (“Common law courts are not
free to impose additional and likely conflicting fiduciary duties
not imposed by statute.”). We instead leave the resolution of
policy disagreements, as Florida’s Supreme Court requires, to
that State’s legislature. We conclude that Florida law does not
supply SEI with a direct cause of action for breach of fiduciary
duty.
B. Whether Goldklang Owes Express or Implied
Fiduciary Duties
Setting Florida’s non-profit statute aside, SEI argues in
the alternative that Goldklang owed it express and implied
fiduciary duties.10 Express fiduciary duties can be created by
10 For-profit case law suggests that a shareholder may only sue
a director for breach of fiduciary duty “where there is
a . . . statutory or contractual duty owed by the [director] to
the . . . shareholder.” Strazzulla v. Riverside Banking Co., 175
So. 3d 879, 885 (Fla. Dist. Ct. App. 2015). Because we go on
to hold that SEI fails plausibly to allege the existence of an
express or implied fiduciary duty, we do not decide whether

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contract or legal proceedings, whereas implied ones “are
premised upon the specific factual situation surrounding the
transaction and the relationship of the parties.” Cap. Bank v.
MVB, Inc., 644 So. 2d 515, 518 (Fla. Dist. Ct. App. 1994).
SEI’s complaint fails to fit a fiduciary relationship under either
theory.
SEI cannot point to a contract or legal proceeding that
expressly creates fiduciary duties here. True, the National
Association Agreement—which operates as the Association’s
bylaws—provides that “all decisions and actions of the Board
of Trustees . . . must be made for the benefit of the National
Association as a whole.” App. 155. Goldklang was indeed on
that Board. But the provision does not explicitly reference a
fiduciary relationship, let alone create one specifically between
Goldklang and SEI. Cf. Nationwide Mut. Ins. Co. v. Nat’l
Catastrophe Adjusters, 185 F. Supp. 2d 854, 861 (S.D. Ohio
2022) (declining to find an express fiduciary relationship under
Virginia law where a contract makes no “explicit reference” to
one). The Agreement thus does not impose on Goldklang new
fiduciary duties beyond the ones he already owes the
Association under Florida’s non-profit statute.11
Strazzulla confines a non-profit member to suing on a statutory
or contractual theory.
11 SEI points to other contractual language which it says “a
factfinder could reasonably interpret . . . as creating fiduciary
obligations.” Opening Br. 37. It cites language providing that
the Association exists “[t]o promote and protect the interests of
such baseball leagues as may qualify to operate under this
Agreement,” App 319, and that “[t]he Board of Trustees shall
have the power to determine policies and enact rules and
regulations which shall be necessary and proper for carrying

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SEI’s implied fiduciary duty theory fares no better. An
implied fiduciary relationship exists where “confidence is
reposed by one party and a trust accepted by the other.” Cap.
Bank, 644 So. 2d at 518 (quoting Dale v. Jennings, 90 Fla. 234,
244 (Fla. 1925)). SEI does not allege a single transaction
between SEI and Goldklang. And the only interactions it
alleges between them are (1) that the Negotiating Committee
wrote a letter to all the minor league clubs informing them that
it had met with MLB and (2) that the Committee represented
to the Association that it was making progress on a new PBA
with MLB. These are simple progress updates. Without more,
they do not show the existence of a fiduciary relationship.
into execution the objectives of the National Association, as
expressed in this Agreement.” App. 316. And it points to
language, which we do not reproduce here in full, that sets out
the Association President’s powers to negotiate with MLB,
limitations on the ability of Association leagues and clubs to
negotiate with MLB, and requirements that leagues and clubs
comply with decisions made by the Association President and
the Board. SEI argues that “[t]hese contractual provisions give
rise to a reasonable inference that both the National
Association clubs and the [Board] members understood the
[Board’s] role included acting to further the economic interests
of the member clubs, including SEI.” Opening Br. 39. Even if
true, nothing in the contractual language SEI cites creates an
express fiduciary duty. We agree that a factfinder could
conclude that a Board member like Goldklang “understood”
that he holds significant power over the economic interests of
the Association’s leagues and clubs. But a factfinder could not
find an express fiduciary duty based on inferences she draws
from the agreement about how a Board member ordinarily
would understand the nature of his role.

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The theme of SEI’s complaint is not that it had a
relationship of trust and confidence with Goldklang, but that
the Association’s rules forced SEI to rely on the Negotiating
Committee—and therefore, Goldklang—to protect its
affiliation with the San Francisco Giants. But that is not
enough. SEI must allege both “a degree of dependency on [its]
side . . . and an undertaking on the other side to protect . . . or
benefit” it. Crusselle v. Mong, 59 So. 3d 1178, 1181 (Fla. Dist.
Ct. App. 2011) (quoting Masztal v. City of Miami, 971 So.2d
803, 809 (Fla. Dist. Ct. App. 2007)). The complaint does not
allege any undertaking on Goldklang’s part to benefit SEI, and
thus it does not allege an implied fiduciary relationship.
* * *
The District Court was correct to dismiss SEI’s
complaint for failing to state a claim. We hold that Fla. Stat. §
617.0830 does not create a fiduciary relationship between a
director of a non-profit and its members. And even if Florida
law permits SEI to pursue a breach-of-fiduciary-duty claim
based on an express or implied theory, it does not allege
sufficient facts to survive a Rule 12(b)(6) motion to dismiss.
Accordingly, we affirm.

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