Ryan Pate v. National Association of Intercollegiate Athletics, et al.

1 WO [5] 6 IN THE UNITED STATES DISTRICT COURT 7 FOR THE DISTRICT OF ARIZONA [8] 9 Ryan Pate, No. CV-25-03173-PHX-SHD 10 Plaintiff, ORDER 11 v. 12 National Association of Intercollegiate Athletics, et al., [13] Defendants. [14] 15 Pending before the Court is Plaintiff Ryan Pate’s second motion for a temporary 16 restraining order (“TRO”) and preliminary injunction, filed November 4, 2025, seeking to 17 require Defendant, the National Association of Intercollegiate Athletics (“NAIA”), to 18 allow him to play a final season of college basketball at Park University (“Park”). For the 19 reasons explained below and on the record at the November 24, 2025 hearing on the 20 motion, the motion is denied. 21 I. BACKGROUND 22 The parties are familiar with the facts underlying this dispute, as summarized in the 23 Court’s previous order. (See Doc. 17 at 1–5). Relevant to the motion now pending, Pate is 24 a graduate college athlete attending Park’s satellite campus in Gilbert, Arizona. (Doc. 18 25 ¶¶ 13, 15.) The NAIA is “an unincorporated private association that acts as a governing 26 body of college sports” for “over 230 member colleges and universities,” including Park. 27 (See id. ¶¶ 4, 14.) “The NAIA and its members have adopted regulations governing all 28 aspects of college sports,” including rules that regulate players’ eligibility. (See id. ¶ 14.) 1 Central to this dispute are two categories of NAIA eligibility regulations: the Term Limits, 2 and a set of provisions Pate refers to as “the NAIA’s Junior College (‘JUCO’) Eligibility 3 Limitation Bylaws.” (Id. ¶ 2.) 4 Under the NAIA’s Term Limits, a student-athlete may participate in intercollegiate 5 athletics only during a limited number of academic terms and a limited number of seasons 6 of competition. (Id. ¶¶ 27–31.) The NAIA’s “Terms of Attendance” limit the number of 7 terms a student can be enrolled at an institution. (See id.) Article V, Section F, Item 1 of 8 the NAIA’s Bylaws (the “Bylaws”) states, “[a] student terminates athletic eligibility at the 9 end of a term upon completing [12] semesters.”1 (Doc. 37 at 17.) The Bylaws maintain 10 “[a] term of attendance is any quarter, semester or trimester . . . in which the student becomes 11 identified at a single institution.” (Id.) The Bylaws allow a student to “play out a term if 12 they have two-thirds of a term left.” (Id.) This limit on Terms of Attendance operates 13 independently of, but concurrently with, the NAIA’s separate limit on the Seasons of 14 Competition. (See id.) Article V, Section F, Item 3 of the Bylaws provides, “[n]o student 15 shall be permitted to participate in intercollegiate athletics for more than four seasons in any 16 sport.” (Id.) Thus, to maintain eligibility, a student-athlete must have at least one unused 17 Season of Competition and at least one remaining Term of Attendance; the exhaustion of 18 either renders the athlete ineligible to compete. (See id.) 19 The NAIA also enforces what Pate refers to as the “JUCO Eligibility Limitation 20 Bylaws,” which govern the treatment of eligibility for student-athletes who previously 21 attended junior colleges. (Doc. 18 ¶ 176.) The Bylaws count years spent at Junior Colleges 22 (“JUCOs”) “against the athlete’s four seasons of allowed competition at an NAIA 23 institution.” (Id.) 24 Pate competed at multiple institutions between 2018 and 2024. (Id. at ¶¶ 16–21.) 25 During that time, he accumulated three Seasons of Competition and 11.33 Terms of 26 Attendance under the NAIA’s eligibility framework. (Id. at ¶¶ 25, 42.) Then, in 2024, Pate [27] 1 Typically, the Bylaws limit Terms of Attendance to 10 semesters, but Pate was 28 granted two additional semesters due to COVID-related eligibility exceptions. (See Doc. 37 at 5, 49.) 1 verbally committed to play basketball for Park during the 2024–2025 academic year 2 pending his NAIA eligibility determination. (Id. at ¶ 40.) In June 2024, the NAIA declared 3 Pate eligible to play basketball for Park for the Fall 2024 term. (Id. at ¶¶ 41–42.) The NAIA 4 eligibility portal showed Pate used 11.33 Terms of Attendance and three Seasons of 5 Competition. (Id. at ¶ 42.) Although the portal showed Pate had 0.00 Terms of Attendance 6 remaining, the parties do not dispute that 0.67 Terms of Attendance remained. (Id. at ¶¶ 42– 7 43; Doc. 37 at 11.) 8 Pate participated in a limited number of games during the Fall 2024 semester 9 because of an injury. (Doc. 18 ¶ 60.) Then, at the start of the Spring 2025 semester, Pate 10 was informed he “only had one [semester] to play when he enrolled at Park for the Fall 2024 11 [semester] and his last [semester of eligibility] was exhausted following the conclusion of 12 the Fall 2024” semester. (Id. ¶ 69.) Pate was not eligible to participate in the Spring 2025 13 portion of Park’s basketball season. (Id. ¶¶ 67, 69.) 14 Park appealed the eligibility decision to, and requested an exemption from, the 15 NAIA but was unsuccessful. (Id. ¶¶ 87, 90, 95, 98, 100, 109.) After he received a final 16 decision from the NAIA, Pate retained counsel to obtain NAIA records and was told that 17 the NAIA’s decision was final as of February 2, 2025. (Id. ¶¶ 109, 125, 126.) 18 After unsuccessful negotiations with the NAIA, Pate initiated this litigation on 19 August 29, 2025, when he filed his first motion for a temporary restraining order and 20 preliminary injunction. (See Docs. 1, 3.) Pate’s first TRO sought an order requiring the 21 NAIA to declare him eligible to compete for an additional season of basketball at Park. 22 (See Doc. 3 at 17.) Pate’s first complaint asserted three claims, each of which he argued 23 provided a basis for injunctive relief: (1) the NAIA’s Attendance-Based Restrictions 24 violate Section 1 of the Sherman Act; (2) the NAIA’s application of those restrictions, as 25 applied to Pate, violates Section 1 of the Sherman Act; and (3) the NAIA made negligent 26 misrepresentations regarding his eligibility. (Id. at 7–13.) Pate did not challenge “a 27 governing body’s general ability to set limits on how long a college athlete may play 28 college sports.” (Doc. 12 at 1–2.) 1 At oral argument on September 12, 2025, Pate clarified that his challenge focused 2 on the “season-splitting” dilemma created by the interaction of the NAIA’s attendance3 based rules with sports spanning both fall and spring semesters. Pate contended that the 4 NAIA’s Terms of Attendance Rule creates a “season-splitting dilemma,” which affects 5 student-athletes who have only one remaining term of attendance in sports that span both 6 the fall and spring semesters. According to Pate, such athletes must choose between 7 competing during the fall semester or saving their final term of attendance for the spring 8 semester, effectively preventing them from participating in a full season. 9 On October 20, 2025, the Court denied Pate’s motion for injunctive relief. (See 10 Doc. 17.) The Court concluded that Pate lacked standing because the injury he identified, 11 his inability to compete in the Spring 2025 semester due to the season-splitting dilemma, 12 was a past harm that could not be remedied by prospective relief. (Id. at 7–10.) The Court 13 noted that, although Pate retained a Season of Competition, he had exhausted his remaining 14 Term of Attendance, and the NAIA could not apply the season-splitting rule to him in the 15 future. (Id. at 9.) Because Pate could not demonstrate a real and immediate threat of future 16 harm similar to that suffered in Spring 2025, he lacked standing to pursue a TRO or 17 preliminary injunction. (Id.) 18 On November 4, 2025, Pate filed the present motion, along with an Amended 19 Complaint adding Park as a defendant. (Doc. 18, 19.) Pate seeks an order compelling the 20 NAIA to allow him to participate in the remainder of Park’s 2025–2026 basketball season 21 along with damages and a permanent injunction prohibiting the NAIA from “enforcing 22 NAIA Bylaws” against him. (Doc. 18 at 86–87.) 23 Pate’s Amended Complaint upon which the second motion for a TRO and 24 preliminary injunction is based reasserts his Sherman Act challenges to the NAIA’s season25 splitting dilemma and his negligent-misrepresentation claim, and also asserts three new 26 claims which, he argues, justify injunctive relief: (1) a Sherman Act challenge to the 27 NAIA’s Term Limit, alleging that the attendance-based eligibility rule as a whole 28 constitutes an unreasonable restraint of trade under Section 1 of the Sherman Act; (2) a 1 parallel Sherman Act challenge to the NAIA’s JUCO Eligibility Limitation Bylaws; and 2 (3) a breach of contract claim against the NAIA, alleging that he is a third-party beneficiary 3 of a contract between Park and the NAIA. (Doc. 19 at 6–13.) 4 Pate acknowledges that he has exhausted his permissible Terms of Attendance but 5 maintains that he still retains one Season of Competition under NAIA rules. (See id. at 2.) 6 He asserts that the only barrier to his participation this year is the NAIA’s attendance-based 7 eligibility limitation. (Id.) It is undisputed that he retains one Season of Competition 8 because he played a limited number of games during the 2024–2025 season due to injury. 9 (Id. at 2–3; see Doc. 32 at 3.) Pate seeks injunctive relief permitting him to use that 10 remaining Season of Competition to participate in the 2025–2026 basketball season at Park. 11 The Court held a hearing on the preliminary injunction and temporary restraining 12 order on November 24, 2025, during which the parties presented oral argument, but did not 13 call any witnesses or provide additional evidentiary materials. At the hearing, the Court 14 denied Pate’s motion and stated that this order would follow. 15 II. LEGAL STANDARD 16 Courts may issue a TRO or preliminary injunction while an action is pending. See 17 Fed. R. Civ. P. 65. To obtain either, a plaintiff must establish that he is (1) “likely to 18 succeed on the merits,” (2) “likely to suffer irreparable harm in the absence of preliminary 19 relief,” (3) “that the balance of equities tips in his favor,” and (4) “that an injunction is in 20 the public interest.” Winter v. Nat. Res. Def. Council, Inc., 555 U.S. 7, 20 (2008).2 21 However, “if a plaintiff can only show that there are serious questions going to the merits,” 22 rather than a likelihood of success, “a preliminary injunction may still issue if the balance 23 of hardships tips sharply in the plaintiff’s favor, and the other two Winter factors are 24 satisfied.” Shell Offshore, Inc. v. Greenpeace, Inc., 709 F.3d 1281, 1291 (9th Cir. 2013) 25 (quotation marks omitted). This is because the “elements of the preliminary injunction test 26 must be balanced, so that a stronger showing of one element may offset a weaker showing [27] 2 The Winter factors apply to both motions for TROs and for preliminary injunctions. 28 See Stuhlbarg Int’l Sales Co. v. John D. Brush & Co., 240 F.3d 832 , 839 n.7 (9th Cir. 2001) (stating that the “analysis is substantially identical for the injunction and the TRO”). 1 of another.” Lopez v. Brewer, 680 F.3d 1068, 1072 (9th Cir. 2012). A plaintiff must meet 2 all four requirements—failure to satisfy his burden on even a single factor justifies denying 3 relief. See DISH Network Corp. v. FCC, 653 F.3d 771 , 776–77 (9th Cir. 2011). 4 Ultimately, a preliminary injunction is “an extraordinary and drastic remedy, one 5 that should not be granted unless the movant, by a clear showing, carries the burden of 6 persuasion.” Lopez, 680 F.3d at 1072 (citation modified). Where, as here, the plaintiff 7 seeks a “mandatory injunction”—an injunction that “orders a responsible party to take 8 action”—relief must be denied “unless the facts and law clearly favor the moving party.” 9 Garcia v. Google, Inc., 786 F.3d 733, 740 (9th Cir. 2015) (en banc) (citations omitted). 10 Mandatory injunctions are “particularly disfavored” because they “go[] well beyond 11 simply maintaining the status quo.” Id. (citation omitted). 12 Before reaching the preliminary injunction factors, however, courts “must assure 13 [themselves] that the constitutional standing requirements are satisfied.” Bates v. United 14 Parcel Serv., Inc., 511 F.3d 974, 985 (9th Cir. 2007). “Standing must be shown with 15 respect to each form of relief sought, whether it be injunctive relief, damages or civil 16 penalties.” Id. The “burden of establishing Article III standing remains at all times with 17 the party invoking federal jurisdiction.” See Scott v. Pasadena Unified Sch. Dist., 306 F.3d 18 646, 655 (9th Cir. 2002). 19 A. Article III Standing 20 Two theories asserted in the present TRO and preliminary injunction application 21 mirror those advanced in Pate’s August 2025 TRO and preliminary injunction application: 22 (1) the Sherman Act challenge to the NAIA’s season-splitting dilemma, and (2) the 23 negligent-misrepresentation claim. (Compare Doc. 3 at 7–12; with Doc. 19 at 6–8, 12– 24 13.) In its October 20, 2025 order, the Court denied injunctive relief on those theories after 25 finding that Pate lacked standing. (Doc. 17 at 8–9.) The Court found “Pate does not face 26 any future harm that injunctive relief could prevent.” (Id. at 9.) Pate’s renewed motion 27 presents those theories in materially identical form and identifies no intervening facts or 28 legal developments undermining the prior analysis. Accordingly, Pate lacks standing to 1 pursue injunctive relief on those claims for the reasons stated in the order at Doc. 17. (See 2 Doc. 17 at 8-9.) 3 Pate’s Amended Complaint and renewed TRO, however, assert new claims 4 challenging the NAIA’s authority to restrict student-athlete eligibility. Unlike the claims 5 addressed in the Court’s October 20, 2025 order, these theories identify a concrete and 6 imminent injury: but for the NAIA’s Term Limits and JUCO Eligibility Limitation Bylaws, 7 Pate would be eligible to compete for an additional season. Because these restrictions 8 operate now to bar his participation, Pate has alleged an ongoing and particularized injury 9 that injunctive relief could remedy. He therefore has standing to pursue these claims. 10 B. Likelihood of Success on the Merits 11 The Court begins with the “most important” factor in the Winter analysis, Pate’s 12 likelihood of success on the merits, and concludes that he has not carried his burden. See 13 Disney Enters., Inc. v. VidAngel, Inc., 869 F.3d 848, 856 (9th Cir. 2017). Because this 14 showing is a threshold requirement, the remaining Winter elements need not be addressed. [15] Id. (“[i]f a movant fails to meet this threshold inquiry, the court need not consider the other 16 factors” (citation omitted)). [17] 1. The Term Limit and JUCO Eligibility Limitation Bylaws Are Not 18 Subject to the Sherman Act 19 Pate alleges that the NAIA Term Limits and JUCO Eligibility Limitation Bylaws 20 violate Section 1 of the Sherman Antitrust Act of 1890 (“the Sherman Act”), which 21 provides that “[e]very contract, combination in the form of trust or otherwise, or 22 conspiracy, in restraint of trade or commerce among the several States, or with foreign 23 nations, is declared to be illegal.” 15 U.S.C. § 1 . For their part, Defendants contend that 24 under O’Bannon v. NCAA, 802 F.3d 1049, 1065 (9th Cir. 2015), the NAIA rules are not 25 subject to scrutiny under the Sherman Act because the rules are not commercial, but rather, 26 are “[t]rue eligibility rules.” (Doc. 37 at 9.) 27 The Supreme Court has long held that “restraint of trade” means “undue restraint.” 28 Nat’l Collegiate Athletic Ass’n v. Alston, 594 U.S. 69, 81 (2021); Nat’l Collegiate Athletic 1 Ass’n v. Bd. of Regents of Univ. of Okla., 468 U.S. 85, 98 (1984) (“[A]s we have repeatedly 2 recognized, the Sherman Act was intended to prohibit only unreasonable restraints of 3 trade.”). “By its plain language, this section applies . . . only if the rule is commercial in 4 nature.” Worldwide Basketball and Sport Tours, Inc. v. Nat’l Collegiate Athletic Ass’n, [5] 388 F.3d 955, 958 (6th Cir. 2004); United States v. Brown Univ. in Providence in State of 6 R.I., 5 F.3d 658, 668 (3d Cir. 1993) (“It is axiomatic that section one of the Sherman Act 7 regulates only transactions that are commercial in nature.”) Thus, before courts can 8 determine whether a restraint on trade is reasonable, they must first decide whether the 9 challenged rule regulates a commercial activity—that is, an “activity from which the actor 10 anticipates economic gain.” See O’Bannon, 802 F.3d at 1065 . 11 Whether athlete eligibility rules, like those Pate challenges, regulate “commercial 12 activity” remains unsettled. No binding precedent categorizes all college eligibility rules 13 as commercial in nature. In Alston, the Supreme Court upheld a permanent injunction of 14 the NCAA’s rules limiting education-related compensation under the Sherman Act. 594 15 U.S. at 80–84. The district court found that the rules at issue were commercial in nature 16 because they limited the size of the athletic scholarships that schools were permitted to 17 offer in exchange for students’ athletic services. In re Nat’l Collegiate Athletic Ass’n 18 Athletic Grant-in-Aid Cap Antitrust Litig., 375 F. Supp. 3d 1058, 1063, 1066 (N.D. Cal. 19 2019), aff’d, Alston. On appeal, the Supreme Court held that the NCAA was undoubtedly 20 a commercial enterprise, Alston, 594 U.S. at 94–96, but its decision concerned “only a 21 narrow subset of the NCAA’s compensation rules” and future challenges to the NCAA 22 rules would require a fact-specific assessment, id. at 108 (Kavanaugh, J., concurring). The 23 Court further directed that whether an antitrust violation exists necessarily depends on a 24 careful analysis of the market realities. Id. at 93. 25 Since Alston, neither the Supreme Court nor the Ninth Circuit Court of Appeals has 26 addressed whether college sports bylaws—apart from those at issue in Alston—are subject 27 to antitrust scrutiny. In the wake of Alston, the NCAA shifted course and allowed student28 athletes to earn compensation for their name, image, and likeness (“NIL”). See, e.g., 1 Tennessee v. Nat’l Collegiate Athletic Ass’n, 718 F. Supp. 3d 756 , 759 (E.D. Tenn. 2024); 2 Pavia v. Nat’l Collegiate Athletic Ass’n, 760 F. Supp. 3d 527 , 532 (M.D. Tenn. 2024). 3 Courts have increasingly recognized that the economic realities of college athletics are 4 rapidly evolving in the NIL era. See, e.g., Pavia, 760 F. Supp. 3d at 536–37. Some courts 5 have found NIL compensation has blurred the line between rules that are plainly 6 commercial, and eligibility rules once viewed as purely non-commercial. See id.; Hasz v. 7 Nat’l Collegiate Athletic Ass’n, 2025 WL 2083853 , at *3 (D. Neb. 2025). 8 Numerous cases have challenged the NCAA’s “five-year rule,” which is akin to the 9 NAIA’s Term Limits, as well as the NCAA’s JUCO Rule, which is akin to the NAIA’s 10 JUCO Eligibility Limitation Bylaws. The lower courts that have confronted the issue have 11 reached differing conclusions about whether the comparable NCAA rules are subject to 12 scrutiny under the Sherman Act. Compare Johnson v. Nat’l Collegiate Athletic Ass’n, 2025 13 WL 1790345 , at *10 (D. Mont. 2025) (denying injunctive relief to preclude enforcement 14 of the Five-Year Rule “[b]ecause the Challenged Rules are true eligibility rules, they are 15 not commercial in nature and are not subject to antitrust scrutiny under the Sherman Act”); 16 and Hasz, 2025 WL 2083853 , at *4–5 (holding plaintiff failed to meet his burden to show 17 the Five-Year Rule falls within the scope of the Sherman Act because there was no 18 evidence in the “record demonstrating how the Five-Year Rule could be read as regulating 19 compensation for student-athletes.”); with Elad v. Nat’l Collegiate Athletic Ass’n, 2025 20 WL 1202014 , at *7 (D.N.J. 2025) (holding that the JUCO Rule is subject to the Sherman 21 Act “because a NIL agreement is a commercial transaction and the JUCO Rule limits who 22 is eligible to play and therefore to negotiate a NIL agreement.”); and Pavia, 760 F. Supp. 23 3d at 537 (finding the NCAA’s eligibility rules are subject to the Sherman Act because “it 24 necessarily follows that restrictions on who is eligible to play and therefore to negotiate 25 NIL agreements is also commercial in nature”). To date, this Court has not identified any 26 decision addressing whether any NAIA rules are commercial or noncommercial, nor have 27 the parties cited any. [28] 1 Pate relies on Elad and Pavia to argue that the NAIA restrictions at issue are 2 restrictions on competition opportunities and operate as commercial restraints. (Doc. 33 at 3 5.) That reliance is misplaced. Elad is distinguishable because it was decided on a 4 significantly more developed factual record. Elad was a collegiate football player who 5 sought to enjoin the NCAA’s enforcement of its Five-Year Rule as it applied to his JUCO 6 time. Id. at *1. Elad supported his request for injunctive relief with testimony from 7 multiple witnesses, including a Division I head football coach and an economics expert 8 specializing in labor relations in sports. Id. at *2. The economics expert offered detailed 9 market analysis addressing how the challenged rule suppressed competition for athlete 10 services, depressed recruitment prices, and prematurely shortened athletes’ careers. Id. 11 The court relied on the economic expert’s testimony to conclude that “the JUCO Rule is 12 commercial in nature because a NIL agreement is a commercial transaction and the JUCO 13 Rule limits who is eligible to play and therefore to negotiate a NIL agreement.” Id. at *7. 14 Notably, what was at stake in Elad was a NIL deal that entailed “$550,000 compensation 15 with an additional $100,000 incentive bonus if [Elad was] named to the All-Big Ten First 16 Team.” Id. at *6. Similarly, in Pavia, the plaintiff challenged NCAA eligibility rules in 17 the context of a well-established NIL marketplace. Pavia, 765 F. Supp. 3d at 532. There, 18 the plaintiff estimated that he could earn over $1 million in NIL compensation in the 2025– 19 26 season, and the court recognized that access to Division I competition directly 20 determined his ability to participate in that market. Id. at 534. 21 Neither Elad, nor Pavia, nor Alston compel the conclusion that the Sherman Act 22 applies to the pertinent rules in this case. On the record presented, Pate’s Sherman Act 23 theory fails at the threshold because he has not shown that the NAIA Term Limits or JUCO 24 Eligibility Limitation Bylaws “regulate or restrain trade” in any commercial market 25 covered by the Act. Although Pate relies heavily on cases addressing NCAA regulations, 26 those cases involved circumstances in which the NCAA rules at issue restricted access to 27 a well-developed NIL marketplace. See Elad, 2025 WL 2025 WL 1202014 at *6; Pavia, 28 765 F. Supp. 3d at 532. 1 Here, Pate has failed to show that the NAIA’s Bylaws limit his access to any 2 commercial marketplace. Pate first asserts that the NAIA Bylaws may diminish his 3 professional scouting exposure or impede his long-term athletic trajectory. (Doc. 33 at 9.) 4 While the Court does not discount the significance of these concerns to Pate personally, 5 such harms do not transform what courts have recognized as “true eligibility rules” into 6 regulations of a commercial nature subject to antitrust scrutiny. All eligibility rules, by 7 their nature, impact an athlete’s competitive opportunities and professional exposure 8 because they limit when and how many seasons a student-athlete may compete. Yet no 9 court has held that such effects convert a traditional eligibility rule into a rule subject to the 10 Sherman Act. See O’Bannon, 802 F.3d at 1066 (reasoning that true eligibility are not 11 related to the NCAA’s commercial or business activities); see also Smith v. NCAA, 139 12 F.3d 180 , 185–86 (3d Cir. 1998) (holding that the Sherman Act did not apply to an 13 eligibility rule governing the number of years student-athletes may compete), vacated on 14 other grounds by NCAA v. Smith, 525 U.S. 459 (1999). Furthermore, Pate cites to no 15 authority suggesting that these consequences alter the noncommercial nature of eligibility 16 rules. 17 Pate also argues generally that “the NAIA allows athletes to enter into contractual 18 agreements for their [NIL].” (Id. at 7.) At oral argument, he further suggested that he may 19 be missing out on potential NIL opportunities. Yet Pate acknowledged that he did not 20 engage in any NIL activity during his previous basketball season and identified no specific 21 NIL offers, inquiries, or negotiations that he has lost or foregone because of the NAIA’s 22 eligibility rules. He provided no examples of NAIA athletes who have secured NIL 23 agreements. And he did not submit information regarding the scope, frequency, or 24 economic value of NIL opportunities within the NAIA more broadly. The absence of an 25 economic expert or other competent evidence further underscores this deficiency. 26 Defendants also represented that they were not aware of any NAIA athlete who has entered 27 into an NIL agreement. 28 Pate has not established a likelihood that he can successfully prove that the NAIA’s 1 Term Limit or JUCO Eligibility Limitation Bylaws operate as commercial restraints 2 because Pate has not provided evidence linking these rules to any cognizable commercial 3 market or that they have reduced NIL opportunities for Pate or NAIA athletes generally. 4 The speculative and hypothetical harms alleged do not satisfy Pate’s burden to show that 5 the rules likely meaningfully restrain trade in a commercial market. Accordingly, the Court 6 cannot find that the challenged rules implicate commercial activity subject to the Sherman 7 Act at this stage of the case. This is not to say that Pate will be unable to produce such 8 evidence at a later stage, but at the present time, the Court cannot say he has met his burden 9 to show the Term Limits and JUCO Eligibility Limitation Bylaws falls within the scope of 10 the Sherman Act. Pate has therefore failed to demonstrate a likelihood of success on the 11 merits of his Sherman Act claim. [12] 2. Pate Has Also Failed to Demonstrate a Likelihood of Success Under 13 His Breach of Contract Claim 14 Pate also asserts a breach-of-contract claim, alleging that as a college athlete and 15 intended third-party beneficiary of a contract between Park and the NAIA, he is entitled to 16 fair and reasonable enforcement of the NAIA’s rules, and the NAIA breached this 17 obligation by denying him eligibility for the 2025–26 men’s basketball season. 18 Pate’s breach of contract claim is governed by Arizona law. See Smith v. Central 19 Ariz. Water Conservation District, 418 F.3d 1028, 1034 (9th Cir. 2005). Under Arizona 20 law, a party outside of a contract may recover as a third-party beneficiary only if (1) an 21 intention to benefit the claimant is indicated in the contract; (2) the contemplated benefit 22 is both intentional and direct; and (3) it definitely appears the parties intended to recognize 23 the third party as the primary party in interest. Brock Fam. P’ship, LLP v. Tellurian Dev. 24 Co., 2022 WL 678040 , at *3 (Ariz. Ct. App. 2022) (citing Nahom v. Blue Cross & Blue 25 Shield of Ariz., Inc., 180 Ariz. 548, 552 (App. 1994) (internal quotation omitted)). 26 Here, Pate has failed to meet these requirements. Pate has not identified or 27 submitted evidence of any specific contract between the NAIA and Park, has not cited 28 contractual language indicating that the parties intended to confer a direct and intentional 1 || benefit on him, and has not shown that he is the primary party in interest under the contract. || Without such evidence, Pate cannot establish the threshold element necessary to succeed || as a third-party beneficiary. Accordingly, Pate cannot show a likelihood of success on 4|| the merits of his breach of contract claim. 5 Accordingly, 6 IT IS ORDERED that Pate’s motion for a TRO and preliminary injunction (Doc. 7|| 19) is denied. 8 Dated this 9th day of December, 2025. 9 / 10 2 / 11 ) ( 2 H le Sharad H. Desai 13 United States District Judge [28] -13-