page 1826 1 A I was still working for the World Cup USA~1994, correct, 2 yes. 3 Q And at this point, there was no work to do in the World 4 Cup, right? 5 You were working basically exclusively on Major 6 League Professional Soccer? 7 A No, that's not correct. 8 Q But the World Cup had ended how many months before? 9 A In July, middle of July. 10 Q This is now October. 11 What were you still doing on the World Cup? 12 A We had a -- World Cup didn't officially wind down until 13 much later than this. We had hundreds of employees. We had 14 a wind-down of a nine-city event that had thousands of 15 volunteers. 16 Primary thing I was working on at this stage was in 17 our World Cup Accommodation Bureau where we had hundreds of 18 hotel contracts and still had a major settlement with the 19 principals that ran that department which was an outside 20 company -- World Cup Accommodation Bureau, was our name for 21 it, but the group that ran it was based out of Manchester, 22 England, and we had quite a bit of unfinished business with 23 them. 24 Q The nine-city event was the Legacy Tour? 25 A No, it was the World Cup. page 1827 1 Q After the World Cup, was there anymore events going on? 2 A No. What I said was we had a major wind-down from a 3 nine-city multi-million spectator event. 4 Q Oh, okay. 5 A So it didn't all of a sudden the next day everyone 6 stopped working after the final. 7 Q Let's take a look at MLS 046190. 8 Under Salary Ratings, it says, Players to be 9 reviewed at scouting combines and assigned salary ratings on 10 January 24, 1994, and all teams and players notified. Bill 11 Sage/David Dir/Sunil Gulati to be responsible for assigning 12 salary ratings to players. 13 Now, you were doing that, right, at this time in 14 October 1994? 15 A I don't remember. We had some salary ratings. I don't 16 know if we were doing it specifically in October of '94 or 17 not. 18 Q What were salary ratings? 19 A I think Mr. Sage had created a system that said 20 particular players would be at certain ability levels. I 21 don't know if it was an A-F or 1-10 system. I don't recall 22 specifically. 23 Q And based on that, you assigned the salary you were 24 going to pay them? 25 A A range of where we believe they fit, yes. page 1828 1 Q Okay. 2 And making up those salary ratings, did you do any 3 examination as to how much any competing Division I leagues 4 were paying for players? 5 MR. CARDOZO: Objection. 6 THE COURT: Sustained to the form of the 7 question. 8 Q Did you look at what other leagues were paying for 9 players? 10 A I certainly had some idea what other leagues in the 11 world were paying for Division I players, some idea, yes. 12 Q Well, did you gather that information in any systematic 13 way? 14 A Did we have a list that varies average player 15 compensation in Division I leagues around the world? The 16 answer is no. 17 Did I have an idea of what those salaries were? 18 The answer is yes. 19 Q Okay. 20 Did you study the salary ratings in the US of any 21 of the leagues? Did you compile that in some way to look at 22 what was there? 23 A I'm not sure that that information was available to us 24 on a formal basis. 25 Q Was the Division I leagues available to you on a formal page 1829 1 basis? 2 A Not individually, no, but you could get ranges. 3 Q Where did you get the ranges from? 4 A It was various publications, various soccer 5 publications. 6 Q Looking at the next page, it talks about player 7 endorsements. A player endorsement policy must be finalized 8 by the Player Issues Committee. 9 And you were on that committee; that is correct? 10 A I guess so. I'm not sure we had a Formal Players 11 Committee, but we had a group that talked about these 12 issues. 13 Q And what that led to was the terms in the Standard 14 Player Contract that said what the players' endorsement 15 rights would be? 16 A That meeting or discussions, I don't know about that. 17 It's -- it would have been part of the process, I think, but 18 I don't recall. 19 Q By the way, right above that is Player Pension Plan, and 20 nobody is assigned to work on that. 21 Did anybody ever get assigned to work on that? 22 A We never had the chance to sit down with any group of 23 players to talk about that. 24 Q So the answer would be no? 25 MR. CARDOZO: Objection. page 1830 1 THE COURT: No, you may answer that. 2 A Did we ever develop a player pension program and discuss 3 it with players? No. 4 Did we ever think about it or talk about it? I 5 don't recall what was done internally. 6 Q Now, sometime in 1995, you became aware of the fact that 7 you were permanently certified as the Division I soccer 8 league of USSF; is that correct? 9 A Yes, I think we looked at documents last week that 10 reflected that, so, yes, at some point. 11 Q Okay. 12 And did you attend any meetings with APSL 13 representatives trying to convince them to accept that 14 decision? 15 A That MLS had been sanctioned as Division I? 16 Q Permanently, yes, and to no longer challenge it. 17 A I don't recall specifically the designation permanently 18 as oppose to the provisional. I don't recall specifically 19 going to meetings with the APSL and trying to get them to 20 accept that, no. 21 General issue, yes. Specific meetings, no. 22 Q Well, do you recall meeting with your friend, 23 Mr. Groff -- 24 Did Mr. Groff become an APSL official? 25 A He became a commissioner of the APSL. page 1831 1 Q Right. 2 Mr. Groff, your former friend, became commissioner 3 of APSL. Did you ever sit down with Mr. Groff and tell him, 4 Richard, you know, you guys have got to stop. You've got to 5 go away, something like that, accept this decision? 6 A My former friend is not a good characterization. 7 Mr. Groff is a friend today. 8 And did I use those words? No. Did -- do I recall 9 a specific meeting with Mr. Groff? No. Am I sure that we 10 discussed the need for one Division I league and trying to 11 work together in some way, the answer is yes, I'm sure we 12 did that. 13 Q And you were urging him to accept that position in 1994, 14 correct? 15 A Mr. Groff does not get urged very easily. And I know 16 him pretty well, so I don't know if I would use the word 17 "urging" him. 18 Trying to convince him, I'm sure I was. 19 Q Trying to convince. You were trying to convince. 20 And eventually, Mr. Groff gave up, right? 21 MR. CARDOZO: Objection. 22 THE COURT: You may answer it. 23 A He gave up on what? 24 Q Eventually, the APSL said, We give up. We understand 25 we're not going to be a Division I league. We'll just stay page 1832 1 Division II? 2 MR. ROBBINS: Objection. 3 THE COURT: No, you may answer it. 4 A Eventually, the APSL changed their name to the A-League 5 and merged with -- merged with what at that time was the 6 USISL. 7 Q And, in fact, they then entered into an agreement with 8 you where MLS pays money to the former APSL, now the 9 A-League, right? 10 A We have an agreement with the -- what is now the USL 11 about player development, yes. 12 Q Let me show you Plaintiffs' Exhibit 482. 13 MR. KESSLER: I believe there's no objection 14 to this, your Honor. 15 THE COURT: Any objection? 16 MR. CARDOZO: Are you offering it? 17 MR. KESSLER: Yes. 18 MR. CARDOZO: No objection. 19 THE CLERK: It's marked and entered. 20 (Plaintiffs' Exhibit No. 482 received in evidence.) 21 Q And would you look at this, Mr. Gulati. 22 It starts out with a memo from you to Mr. Logan, 23 Mr. Sage, et cetera, Mr. Gazidis, saying, Attached please 24 find our signed agreement with the USISL. 25 You negotiated that agreement; is that correct? page 1833 1 A Most of it, yes. 2 Q Okay. 3 And under this agreement, the APSL became a 4 Developmental League -- or the APSL now merged with the 5 USISL, became a Developmental League for Major League 6 Soccer; is that right? 7 A The USISL became a Developmental League. No, that's a 8 mischaracterization. 9 In this agreement, they agreed to cooperate with us 10 on certain things. They didn't become a Developmental 11 League. Some of their owners believed that that's what they 12 should do. Others did not. 13 But they agreed that we could get players under 14 certain conditions from their teams, that we would play some 15 games with their teams, with our MLS teams, and so on. 16 Q On. 17 And now at this point by '97, APSL had merged with 18 USIS, correct? 19 A The A-League had merged with the USISL. 20 Q And APSL had become the A-League, right? 21 A In corporate names, that may be the case, but I don't 22 know which of the teams. We can go through it case by case. 23 By the time of this document -- I don't know if 24 you've got an exhibit at the end of this. There aren't too 25 many of the APSL teams, as you referred to them, in the page 1834 1 league. 2 Q By the time of this document, there's no longer any 3 separate APSL, right? That's gone? 4 A That's correct. 5 Q And there's no longer any separate A-League; that's 6 gone, correct? 7 A That's not correct. The Division II league within the 8 USISL is called the A-League. 9 Q Okay. 10 So USISL is a Division II A-League, and it has a 11 Division~III, right? 12 A And a women's league and youth league and so on, yes. 13 Q Okay. 14 But there's no separate APSL at this time anymore 15 in '97? 16 A The APSL turned into the A-League. They then became 17 part of the USISL, so that would be correct. 18 Q In fact, if you look at Page 210821, which we'll refer 19 to the exhibit, some of the former APSL teams are listed 20 there, like the Colorado Foxes; is that correct? 21 That was a former APSL team? 22 A Colorado -- 23 Q Right on the top left, Colorado Foxes. 24 A Oh, yes, Colorado Foxes were a former APSL team. 25 Q Seattle Sounders were a former APSL team? page 1835 1 A Yes, they were. 2 Q Now, take a look at Page MLS 210818 of this agreement. 3 Under (d), you'll see it says, MLS hereby grants to 4 USISL and the USISL teams the exclusive right and license to 5 use the designation "Developmental Team/League of Major 6 League Soccer" for the term of this agreement. 7 Does that refresh your recollection that it became 8 the Developmental Team or League of Major League Soccer? 9 MR. CARDOZO: Objection. The witness didn't 10 indicate any need for his recollection to be refreshed. 11 THE COURT: Overruled. You may answer it. 12 A That doesn't characterize the enter relationship. What 13 it says is that they can use that if they want to, or 14 individual teams, for talking about the relationship. It's 15 not -- 16 They did not become our Developmental League. Not 17 all of their owners wanted that sort of relationship or sort 18 of moniker. Other teams did, so we gave them the right to 19 use that if they wanted to. 20 Q So they didn't become it, but they had the right to call 21 themselves that; is that your testimony? 22 A They've got the right to use a certain name. That 23 doesn't mean I am that name. That's what I'm saying, yes. 24 Q Well, when you generally tell the public you're 25 something, aren't you usually truthful about it? page 1836 1 A Absolutely, Mr. Kessler. And certain of the teams 2 wanted to use that designation. Others did not. 3 For example, if a shoe manufacturer gives everyone 4 the right to use that sells their shoes the official shoes 5 or official sales, not all shoe stores will use it. That 6 doesn't mean they don't have a relationship, whether it's 7 Nike or Buster Brown. 8 Q Take a look at Page MLS 210816. 9 You agreed under Consideration to pay this league, 10 which had the right to call itself the Developmental League, 11 $500,000 for 1997 and $500,000 for 1998, correct? 12 A I signed the document. 13 Q Right. 14 And then subsequently, you've continued to pay them 15 in 1999 and 2000? 16 A Lower amounts than this, but, yes. 17 Q Okay. 18 And so the APSL, which is no longer in existence 19 but merged into the A-League, today to the extent it exists 20 at all has the right to call itself the Developmental League 21 of MLS and gets paid money by MLS, right? 22 A I don't know if we use the same language of 23 "Developmental League" in the new agreement, but some of the 24 teams that were in the APSL which became the A-League then 25 formed or joined with the USISL are covered by this page 1837 1 agreement, yes. 2 Q Okay. 3 Now, in 1998 the APSL was no longer in existence, 4 so it was in no position then to apply for Division I 5 certification, right? 6 A Anyone that could put together an effort could apply, 7 but the APSL, as we know it from the documents we've been 8 discussing, was no longer in existence. 9 That's correct. 10 Q Well, in fact, USISL couldn't apply for Division I 11 certification without breaching this agreement with MLS, 12 right? 13 A Where would that be? 14 Q Well, under this agreement, they have to make their 15 players available to you when you want them, right? 16 A In certain cases during certain parts of the year, we 17 have a call-up arrangement which means we can have certain 18 players from the USISL join MLS teams. 19 Q Right, right. 20 And under this -- they couldn't continue to have a 21 call-up arrangement with you, it says, and call themselves 22 the Developmental League if they had any interest in 23 becoming a Division I league, right? 24 A I don't think that says that anywhere in here. 25 Q So you think they could sign this agreement with you and page 1838 1 become a Division I league? Is that your testimony? 2 MR. CARDOZO: Objection, your Honor. He seems 3 to be arguing with the witness now. 4 MR. KESSLER: So I know his position. 5 THE COURT: I think it's calling for 6 construction of the contract. Sustained. 7 MR. KESSLER: He negotiated it, your Honor. 8 THE COURT: That doesn't mean he can construe 9 it. 10 Go ahead. 11 MR. KESSLER: Okay. 12 Q In the negotiations, was there any discussion as to 13 whether USISL was going to stay Division II or become 14 Division I? 15 A I don't recall discussing the issue of Division I with 16 USISL, no. 17 Q Okay. 18 Now, when you got the permanent Division I 19 designation, there was -- the USSF took the position that 20 somebody could theoretically apply for Division I 21 designation starting with the 1998 season, correct? 22 MR. ROBBINS: Object to the word 23 "theoretically," your Honor. 24 THE COURT: Go ahead. You may answer that. 25 A That's exactly what I was going to say. The USSF's page 1839 1 position was not that someone could theoretically apply. 2 MR. KESSLER: Thank you for helping the 3 witness, Mr. Robbins. 4 A With all due respect, I have the same conclusion of the 5 word "theoretical." 6 But the USSF made a decision that any first 7 division leagues could start after a couple of years. So 8 the answer is yes, they could start in two years. 9 Q Now, when you signed most of the MLS players in 1995 for 10 the 1996 season, you signed most of them to three-year 11 options, right, through the 1998 season, correct? 12 A Two. 13 Q When you signed the players starting -- 14 MLS started to play in 1996, right? 15 A That's correct. 16 Q And 90 percent or more of the players signed contracts 17 where they had options in MLS's favor covering the 1998 18 season, right? 19 A Most of them did, yes. 20 Q Okay. Most of them did. Okay. 21 So in 1998, when another league might be able to 22 apply for Division I certification, most of the players that 23 MLS signed were still going to be under option to MLS, 24 right? 25 MR. ROBBINS: Excuse me, I object to the date, page 1840 1 your Honor, because the date of 1998 for the right to apply 2 is just incorrect. 3 MR. KESSLER: Your Honor, can we approach 4 instead of argument? I don't think it's appropriate. 5 THE COURT: Why don't you rephrase it and 6 leave the date out, whenever it was. 7 MR. ROBBINS: Or get the right date. 8 MR. KESSLER: Okay. 9 Q In 1998 -- let me ask it this way -- most of the players 10 were still under option to MLS in their original contract, 11 correct? 12 A Most of the players that were playing in the league? 13 Q Yes. 14 A Many of them were still under contract to the league, 15 yes. 16 Q Okay. 17 And if MLS wanted them, you had the right for those 18 players under option to keep those players in MLS for the 19 1998 season, right? 20 A Those that had options that extended to such, yes. 21 Q Okay. 22 So if a league wanted to apply in 1998 for 23 Division I certification, they couldn't sign for the 1998 24 season any of the MLS players who you wanted to exercise the 25 option for for that season, right? page 1841 1 A They could not sign those players without talking to 2 MLS. 3 Q They need MLS's permission? 4 A And the player's agreement, sure. 5 Q Okay. 6 But let's assume, isn't it true, that MLS would not 7 have given permission to a rival Division I league in 1998 8 to take any of its players; that's fair, isn't it? 9 A It's fair for you to assume that? 10 Q Well, is it fair? 11 Would MLS have given permission in 1998 to a rival 12 Division I league to take its players who it wanted to keep? 13 A To talk about its players or transfer possibility, yes, 14 sure, but to take its players? 15 Q Yes, to assign them. 16 A If they talked to MLS and worked out an arrangement or 17 an agreement, as is done in international soccer, it's 18 possible that some of those players could move, sure. 19 Q If they paid you money? 20 A As MLS pays money for players. 21 Q Okay. 22 So if they gave you transfer fees for the players, 23 maybe you would have sold them some players? 24 A We wouldn't have sold them some players. We would have 25 released the players from contracts with MLS, and this rival page 1842 1 league had a number of sources for players. 2 Q You'd agree with me, wouldn't you -- in fact, I think 3 you've previously testified -- that there are a limited 4 quantity of Division I caliber players in the United States, 5 of United States citizens? 6 A There are a number of US citizens who are more than 7 capable of playing in Division I -- at a Division I level, 8 however you choose to define that, that are not playing in 9 the United States right now that would have been available 10 to such a rival leagues. 11 There are at least four or five international 12 players that would have been available to a rival leagues; 13 and, frankly, a rival league could have asked the Federation 14 for a short-term waiver on that or a longer term waiver. 15 There are any number of people who are permanent 16 residents who live in the United States or live outside the 17 United States for some period of time that would have been 18 available that are capable, and there are any number of 19 players playing in the USISL that would have been available 20 to a rival leagues. 21 Q In divisions -- from Division II or III? 22 A Which is what this call-up arrangement that MLS has with 23 its Developmental League covers, yes. 24 Q Right. 25 But all the Division I caliber players who were page 1843 1 playing in the United States were playing with MLS, right? 2 A No, that's not correct. 3 Q Okay. 4 Do you think there's Division I caliber players in 5 the United States who weren't playing for MLS, who were 6 playing for some other league in the United States? 7 A Yes, I do. 8 Q Could you identify specific such players? 9 A In 1996, Henry Gutierrez, Scott Sweitzer, Hector 10 Marinaro, all players we offered contracts to and chose to 11 play either in the A-League or in the indoor leagues. 12 Q Were you offering them more than they were making in the 13 minor leagues or less? 14 A I don't know when they were making specifically. 15 Q What did you offer them, $24,000? 16 A No. We offered at least some of those players 17 considerably more than that, and it's possible we offered 18 some players who chose to stay in Division II or in the NPSL 19 24,000. 20 In a couple of those cases, we offered them more 21 than that. 22 Q Now, the minimum salary in MLS has been $24,000 every 23 year of its existence, right? 24 A Yes. 25 Q It's never moved up. It's 24,000 in '96; 24,000 today page 1844 1 in 2000, correct? 2 A The minimum salary, yes. 3 Q Okay. 4 And that's for a 12-month contract, the player is 5 obligated, except for six weeks' vacation, to be available 6 for 12 months? 7 A The base salary of players under MLS is a 12-month -- 8 covers a 12-month contract. Various -- you are obligated 9 for, in your terminology, ten and a half months; but some 10 aren't, and that's still the base salary, yes, the minimum 11 salary. 12 Q And in the off-season, players are obligated to play in 13 international games, if the teams have any? 14 A Some players play international games. Other teams 15 don't have any off-season activity. 16 Q They're prohibited, without MLS's permission, for 17 working for another soccer league, right? 18 A For working for another? 19 Q For another soccer league in the off-season. 20 A As is true in all Standard Player Agreements. 21 Q Now, Mr. Gulati, let me next show you a copy of 22 Plaintiffs' Exhibit 75VI, which is already in evidence. 23 MR. KESSLER: May I approach, your Honor? 24 THE COURT: You may. 25 Q Mr. Gulati, do you recognize this as a copy of Mr. David page 1845 1 Vaudreuil's short-form agreement that you signed on the 2 second page? 3 Is that your signature? 4 A No, it's not. 5 Q Do you know whose signature that is under Major League 6 Professional Soccer under SSVP? 7 A I'm not sure, but it looks like it's Mr. Abbott's. 8 Q Okay. 9 Now, at this time, Mr. Gulati -- 10 MR. KESSLER: If you could put it up, please. 11 Q This was in October of '95. You were working on 12 negotiating player contracts in October of 1995; is that 13 correct? 14 A Yes. 15 Q Was Mr. Vaudreuil one of the negotiations that you were 16 involved in in some way? 17 A Yes. 18 Q Okay. 19 Now, this document came from the WCOC legal 20 department. Was that located where you were working, the 21 same facility? 22 A The document did not come from the WCOC legal 23 department. The document came from a fax machine that had 24 either been bought or rented from the -- the World Cup 25 Organizing Committee. page 1846 1 It did not come from the WCOC legal department. 2 Q Where was that fax located, that fax machine? 3 A At the offices of MLPS or MLS, whichever it was called 4 at that point. 5 Q So the WCOC legal department somehow gave its fax 6 machine to MLS or MLPS at that time? 7 A As I just said a minute ago, it did not give it. It 8 either sold it or rented it. 9 Q Isn't it correct that the WCOC legal department was 10 working on these contracts while they were being paid by 11 WCOC? 12 A No, it is not correct. 13 Q Let me show you a copy of Plaintiffs' Exhibit 294. 14 MR. KESSLER: Your Honor, there's no objection 15 to this. 16 MR. CARDOZO: No objection. 17 THE COURT: Okay. 18 THE CLERK: Marked and entered. 19 (Plaintiffs' Exhibit No. 294 received in evidence.) 20 Q Mr. Gulati this is a document you received in World Cup 21 USA in April of 1995; is that correct? 22 A It's addressed to me and that was my address at the 23 time. 24 Q Were you a member of the Board of Directors of the USSF 25 Foundation at that time? page 1847 1 A Yes, I was. 2 Q Okay. 3 The Foundation was the entity that oversaw the 4 funds that came in from the World Cup; is that correct? 5 A That received the funds that came from the World Cup in 6 the United States, yes. 7 Q You were being given this document in your capacity as a 8 Board member of the Foundation; is that correct? 9 A Yes, I think that's correct. 10 Q Okay. 11 And in April of 1995, had you already decided to 12 work for Major League Soccer by that time? 13 A No, I had not. 14 Q It wasn't until a month layer? 15 A I think we've said now four or five times on the record 16 that I decided in July or August or September of 1995. 17 Q Let's look down under the WCOC Note. 18 It says, At some point prior to the 1994 World Cup, 19 World Cup USA~1994 formed a corporation named Major League 20 Professional Soccer. The purpose of MLPS was to organize 21 Major League Soccer. From time to time, the WCOC has loaned 22 MLPS money to fund the organizational effort. MLPS promised 23 to repay the note to WCOC in accordance with the terms of 24 the Intercompany Note attached hereto as Exhibit "A". 25 The note has been, and is now, the property of page 1848 1 WCOC. It is anticipated that the note will be included in 2 the surplus transferred by the WCOC to the Foundation. 3 Now, you were a member of the Board of the 4 Foundation. You're aware that the $5 million loan was to be 5 transferred as a loan now to the Foundation, is that 6 correct, from MLS? 7 A I'm sure -- not the loan but the receivable or the 8 agreement, the loan agreement. 9 Q Okay. 10 And did you vote to approve that transfer? 11 A The transfer vote would have been made by the World Cup 12 Organizing Committee, not by the Foundation. 13 Q Okay. 14 Did the Foundation have any vote at all in this? 15 A To accept the $5 million receivable or to reject it? 16 Q Yes. 17 A I doubt they would have rejected it. 18 Q Prior to the 1994 World Cup, the National Board of 19 Directors granted MLPS exclusive Division I professional 20 status. As we are all aware, the note and the granting of 21 exclusive Division I professional status have both been 22 controversial. 23 Now, what was everyone aware of that was being 24 referred to here, everyone on the Board? 25 MR. CARDOZO: Object to the form. page 1849 1 THE COURT: Sustained. 2 Q Well, did you know what Mr. Hamilton was talking about 3 when he said as, We are all aware, the note and the granting 4 of exclusive Division I professional status have both been 5 controversial? 6 A I don't know what my recollection was at the time, but 7 certainly those were issues that have been raised by -- 8 whether it was by people in the APSL or by people in the 9 Federation, the answer is yes, of course. 10 Q Okay. 11 It says, In response to the controversy, the 12 Professional Development Committee was formed. Included in 13 the responsibility given the Professional Development 14 Committee was the responsibility to reevaluate the status 15 granted MLS by the Board. 16 Then it says, The Professional Development 17 Committee recently submitted a report to the NBOD containing 18 its findings. 19 Now, one of those findings was that the note had to 20 be repaid as a condition of continued Division I status; is 21 that correct? 22 A Is the question is it correct in here or do I have -- 23 Q Do you have an independent recollection that one of the 24 conditions of continued Division I status was that the note 25 was supposed to be repaid, in fact, by 1996? page 1850 1 A I don't have specific recollection of that. That the 2 Professional Development Committee would have wanted the 3 note paid, of course, makes sense; but I don't remember 4 specifically that it was a condition. 5 MR. KESSLER: Okay. 6 Q Let me show you Plaintiffs' Exhibit 27. 7 MR. KESSLER: Your Honor, I have ten more 8 minutes. I know what your Honor said, but I'm on my last 9 subject. 10 THE COURT: All right. 11 MR. KESSLER: Would you like me to take the 12 ten minutes and finish? 13 THE COURT: Yes. 14 MR. KESSLER: May I approach, your Honor? 15 THE COURT: You may. 16 MR. KESSLER: There's no objection to 17 Plaintiffs' Exhibit 27, your Honor. 18 MR. CARDOZO: No objection. 19 THE CLERK: It's mark and entered. 20 (Plaintiffs' Exhibit No. 27 received in evidence.) 21 Q Okay, Mr. Gulati, Plaintiffs' Exhibit 27 is the 22 Recommendations of the Professional Development Committee 23 which were referred to in the letter that we just looked at 24 which was 294. 25 And you'll notice in the bottom of this first page, page 1851 1 it says, certain -- The NBOD reaffirms its endorsement of 2 MPLS subject to the following five conditions. Okay. 3 And the second condition, (b), was that MLS must 4 agree to repay, consistent with the promissory note it 5 executed, all of the monies loaned it by the World Cup USA 6 within 60 days of the closing of its financing and in no 7 event later than February 1, 1996. Alternatively, MLPS will 8 have the option to securitize the loan within the period 9 specified on a reasonable commercial basis, provided that 10 the security is independent of the interest in the league. 11 Do you see that? 12 A I do. 13 Q Now, in the Foundation letter sent to you, going back to 14 Plaintiffs' Exhibit 294, you were being told that the MLS 15 investors didn't want to meet this condition; is that 16 correct? 17 Take a look at Page 2, if we can, of that document. 18 We're now on Plaintiffs' Exhibit 294. 19 It says here, All representatives -- upon 20 returning, I was presented with the following repayment 21 proposal. And you'll see this was a meeting attended by -- 22 Who was Mr. Hamilton who wrote this document, James 23 Hamilton? 24 A Chairman of the US Soccer Federation Foundation. 25 Q Okay. page 1852 1 And he attended a meeting, did he not, with 2 representatives of MLPS, their investors; is that correct? 3 A It says -- 4 Q On the morning of April 11, 1995, I met with a group of 5 investors. 6 A That's what it says, yes. 7 Q The only portion of the meeting I was involved in was 8 that portion relating to the WCOC note. And it says, Upon 9 returning, I was presented with the following repayment 10 proposal. 11 MR. CARDOZO: Your Honor, I object. 12 Mr. Kessler says he's out of time. He's asking Mr. -- 13 THE COURT: Yes. Let's get to a question for 14 the witness. 15 MR. KESSLER: Well, he was the main recipient 16 of this letter. He's only the recipient of this letter, as 17 far as I can tell. 18 THE COURT: Get to a question. 19 MR. KESSLER: Okay. 20 Q The question is, you were told as a member of the 21 Foundation on April 19, 1995, you learned that MLS was not 22 going to repay its note until 1998 under its proposal, 23 correct? 24 A That's what this says. That was the proposal. And this 25 document, to correct something you just said, Mr. Hamilton page 1853 1 generally individualizes his letters, so this went to all 2 Board members if it went to me. But what this says is MLS's 3 proposal or MLPS's proposal was as outlined here. 4 Q Okay. 5 And Mr. Hamilton told you this was an important and 6 controversial issue, right? 7 MR. CARDOZO: Objection. 8 THE COURT: No, go ahead. You may answer it. 9 A It's written here. 10 Q Okay. 11 Now, he also told you the NBOD adopted these 12 conditions, and he was asking for your view as to whether 13 the condition should be waived, right? 14 That was the purpose of this letter, to get the 15 views of the members of the boards of the Foundation? 16 A What it says is the purpose is to provide us some 17 background for a meeting we were going to have. 18 Q Okay. 19 Did MLS ever repay any of its money to the 20 Foundation? 21 A I believe it did, yes. 22 Q How much did it repay? 23 A About a million dollars. 24 Q A million out of five. 25 So 4 million is still owed, correct? page 1854 1 A No, there's interest payments on the money so about a 2 million dollars have been paid. About that. And it's more 3 than five that was due because there's interest. 4 Q Okay. 5 A It's a commercial agreement with an interest rate 6 attached to it. 7 Q Okay. 8 So it's true, isn't it, that the conditions set by 9 the USSF Board that the money be repaid as a condition of 10 MLS getting its Division I status has never been satisfied, 11 but your Division I status has never been revoked, right? 12 A That's not what USSF said, from your own document that 13 you've given me here. 14 The second sentence is, Alternatively, MLPS will 15 have the option to securitize the loan within the period 16 specified on a reasonable commercial basis provided that the 17 security is independent from in the league itself. 18 Q What security -- 19 MR. CARDOZO: Objection. Objection, your 20 Honor, the witness -- 21 THE COURT: Go ahead, finish. 22 A So it may well be the case that MLS had an agreement 23 that securitized the loan on an original commercial basis. 24 Q What security was provided? 25 A Player contracts, from what I understand. page 1855 1 Q Player contracts are not part of MLS in the league? 2 A Not the interest of the league itself. In the entity of 3 the league. 4 Q Mr. Gulati, just to conclude, it's correct, isn't it, 5 that from 1996 to date -- no, from 1996 until 1999 when you 6 left your position as deputy commissioner, any player in the 7 world who wanted to play Division I soccer in the United 8 States had to negotiate either with you or people who worked 9 for you? 10 A Yes. Players that wanted to -- any player who wanted to 11 play in the United States in a Division I league had to 12 negotiate in that period of time with the Division I league 13 in the United States, with MLS. 14 Q Okay. 15 And you were in charge of all those negotiations? 16 A I oversaw that department, yes. 17 Q Okay. 18 So that every salary that was paid to any player in 19 Division I soccer in the United States for that four-year 20 period had to be approved, ultimately, by you? 21 A Umm, I wouldn't characterize it that way, but I have -- 22 Was I involved in most of those discussions? Yes. 23 Were there discussions that Mr. Gazidis or Mr. Durbin had 24 and agreed to terms that I didn't approve, either before or 25 after the fact? Of course. page 1856 1 Q But ultimately, you could say yes or no, you had 2 authority? 3 A Well, ultimately, the Board of Directors had the 4 authority. 5 Q But they never reversed you once? 6 A And I don't remember ever reversing Mr. Gazidis or 7 Mr. Durbin. 8 Q Now, Mr. Gulati, you or Mr. Rothenberg during this time 9 were the two most powerful people in soccer in the United 10 States; isn't that fair? 11 A If we're going to talk about what a columnist may have 12 written or something, if there was a columnist or Soccer 13 America article that said that. I wouldn't necessarily 14 characterize it as that. 15 Q Did you know anybody else you could identify in all of 16 professional soccer in the United States who was more 17 powerful than you or Mr. Rothenberg? 18 A Yes. 19 Q And who would that be? 20 A Well, Mr. Anschutz owns three teams or is an 21 investor/operator in three teams. I think he has 22 significantly more say in professional soccer than I do, or 23 Mr. Rothenberg. 24 Mr. Logan was commissioner, and I'm no longer at 25 MLS because of Mr. Logan's decision. Mr. Subotnick has page 1857 1 invested 30 or $40 million, so I think he has more 2 influence, and so -- 3 I can continue, if you like. 4 Q Those would be defendants in this case, Mr. Anschutz and 5 Mr. Subotnick? 6 MR. CARDOZO: Objection. 7 THE COURT: Sustained. 8 Q Okay. 9 Mr. Logan was fired, wasn't he? 10 MR. CARDOZO: Objection. 11 THE COURT: Sustained. 12 Q Is Mr. Logan still the commissioner of MLS? 13 A No, he's not. 14 Q And he was let go because the league wasn't doing well 15 in ticket sales and revenues, right? 16 A In most revenue areas, that's correct. 17 Q It wasn't because he was paying too much for player 18 salaries, right? 19 A It's because the league was losing a lot of money, and a 20 lot of that was the revenue side, yes. 21 Q The revenue side. Okay. 22 Mr. Gulati, in fact, you knew that many people 23 complained that Mr. Rothenberg had too much power in soccer, 24 right? 25 A A number of people have raised that issue over the page 1858 1 last -- over some period of time, yes. 2 Q And the people who raised it were people including 3 people who were members of the Board of Directors of the 4 USSF, right? 5 A In the last 15 years when I've been involved with the US 6 Soccer Federation, I can't think of a time where there 7 haven't been people on the Board that have said the 8 president had a too much power. 9 Q Mr. Groff said it, right? 10 A And a number of other people said it. 11 Q Mr. des~Bordes said it, right? 12 A I'm not sure -- Mr. des Bordes I'm sure raised that 13 issue as a campaign when he ran against Mr. Rothenberg for 14 the Federation presidency, yes. 15 Q Mr. Fricker said it? 16 A Who lost to Mr. Rothenberg in election, yes, he said it. 17 Q Thank you, Mr. Gulati. 18 A You're welcome. 19 THE COURT: We'll take the morning recess. 20 (Whereupon, the jury left the courtroom.) 21 (Recess.) 22 (Whereupon the jury entered the courtroom.) 23 THE COURT: All right. 24 You may proceed. 25 page 1859 1 CROSS-EXAMINATION 2 BY MR. CARDOZO 3 Q Good morning, Mr. Gulati. 4 A Good morning. 5 Q Are you the diabolical conspirator that Mr. Kessler was 6 asking you -- 7 MR. KESSLER: Objection, your Honor. 8 Q -- about in the last few days? 9 THE COURT: Sustained, argumentative. 10 Q Let's explore, Mr. Gulati, both your background and some 11 things about the USSF. 12 First of all, very quickly, are you married? 13 A Yes. 14 Q Any children? 15 A One son, almost three. 16 Q Three? 17 A Yes. 18 Q Could you briefly tell us your educational background? 19 A I went to high school in Connecticut. 20 Undergraduate, a degree in economics -- political 21 science and economics from Bucknell University, and a 22 master's and MPhil from Columbia University in economics. 23 Q Have you ever taught economics? 24 A I did for a number of years at Columbia, first as a 25 graduate student and then as a lecturer and an assistant page 1860 1 professor. 2 Q Other than your teaching experience in economics, have 3 you held any other posts as an economist? 4 A Yes, I was an economist at World Bank for a couple of 5 years in the early '90s. 6 Q What's the World Bank? 7 A World Bank is an affiliate of the United Nations which 8 primarily gives advice to developing countries and also 9 loans, low-interest-rate loans and development advice to the 10 developing countries. 11 Q Now, you've also had a career as a volunteer in soccer; 12 is that correct? 13 A I've been a volunteer for many years, yes. 14 Q And then also have held paid positions in soccer; is 15 that right? 16 A Yes. 17 Q Did you ever play soccer? 18 A I did. 19 Q When? 20 A Starting when I was six or seven years old in 21 Connecticut. 22 Q For how long did you play soccer? 23 A In some form I still play it now, but for a long time. 24 Q Have you ever played -- did you play in college? 25 A Yes. page 1861 1 Q As a -- competitively, undergraduate? 2 A Yes. 3 Q Did you ever play soccer professionally? 4 A No. 5 Q Now, aside from playing soccer, have you been -- how 6 have you been involved in the game as an adult? 7 A As an adult I've been involved in coaching, in 8 refereeing at youth levels and administration, primarily in 9 different capacities and in different levels of the game in 10 the US. 11 Q Do you have -- we've arranged the exhibits that 12 Mr. Kessler showed you. We have arranged them in numerical 13 order. 14 Can you take a look at Plaintiffs' 777, probably 15 near the bottom of that pile, which is your resumé. 16 Do you have it in front of you? 17 A Yes. 18 MR. CARDOZO: If we can put it on the board 19 again so the jurors can see it. 20 Q I certainly don't want to review everything again, but 21 take a look in the 1993 period. 22 MR. CARDOZO: Just blow up what you did for 23 US Soccer Federation. 24 Q One thing Mr. Kessler didn't ask you about, have you, in 25 your voluntary efforts for US soccer, have you been involved page 1862 1 in any charitable activities for US soccer? 2 MR. KESSLER: Objection, your Honor. 3 Relevance. 4 THE COURT: Overruled. You may answer. 5 A In 1993 and 1994, I created an effort and oversaw the 6 effort, we gave a million dollars to UNICEF and the 7 Children's Defense Fund for their Universal Child 8 Immunization Program, shots for kids, basically. 9 Q Whose idea was that? 10 A It was mine. 11 Q Was this through the US Soccer Foundation we have heard 12 about? 13 A No, this was the Soccer Federation through US Cup '93. 14 We solicited contributions from teams and from all the 15 participants, and then staged a benefit game in 1994 just 16 prior to the World Cup. So it wasn't the Foundation but the 17 Federation. 18 Q Now, moving toward the bottom of this -- I'm sorry, top 19 of the resume, with respect to the your present activities, 20 what is it that you do, again, for Kraft Soccer? 21 A I oversee the soccer part of the operation for the two 22 Kraft investor-operated teams, San Jose Earthquakes and New 23 England Revolution, the team here in Boston. 24 Q You've been doing that since when? 25 A October of last year. page 1863 1 Q Now, do you also hold a position today at US Soccer? 2 A Yes. 3 Q What position is that? 4 A Executive vice-president of the Soccer Federation. 5 MR. CARDOZO: We can put this down now. 6 Q Now, we heard a lot about this National Board of 7 Directors of the US Soccer Federation. 8 Between 1993 and 1995, was this a group that was 9 controlled by Mr. Rothenberg? 10 A No, it was not. It was a very varied group. 11 Q Is it accurate to say that when MLS was approved as a 12 Division I league -- 13 MR. KESSLER: Objection. 14 Leading, your Honor. 15 Q -- that -- 16 THE COURT: Sounds leading. 17 Sustained. 18 Q Let me ask you this. 19 When the Board voted in 1993 to certify MLS 20 provisionally as the only Division~I league, who controlled 21 the Board? 22 A No one controlled the Board. 23 Different constituencies elected the members of the 24 Board. 25 Q Let's explore that a little bit more. page 1864 1 First of all, what is the United States Soccer 2 Federation, Mr. Gulati? 3 A It's millions of members. It's players that are under 4 eight. It's referees. It's coaches. It's administrators. 5 It's teams formed of those people. It's pro teams. It's -- 6 in a broad way it's soccer, in many ways, in the US. 7 Q How long has it been in existence? 8 A We had our 75th anniversary in 1988. So 1913, I guess, 9 is when the Soccer Federation was formed. 10 Q Did you have an understanding as to where the USSF gets 11 its authority to control soccer? 12 MR. KESSLER: Objection, your Honor, 13 foundation. 14 THE COURT: Overruled, you may answer. 15 A The Soccer Federation gets -- 16 MR. KESSLER: Your Honor, we also have an 17 in-limine motion. I don't know if this is going to go into 18 that area. 19 THE COURT: Go ahead. You can have it. 20 A Has its authority essentially from two areas: One is 21 from the United States Olympic Committee, which designates 22 US Soccer Federation at the national governing body for this 23 sport in the United States under the Amateur Sports Act, and 24 second is from FIFA, which is the international governing 25 body of soccer, and the US Soccer Federation is a member of page 1865 1 FIFA. 2 Q You referred to the Amateur Sports Act. 3 What were you referring to? 4 MR. KESSLER: Your Honor, we have a motion on 5 this point. 6 THE COURT: You may answer. 7 A It's an act of Congress which outlines the ways, 8 especially for the Olympic effort, how teams be organized, 9 how players have certain rights and so on and so forth. 10 Q Now, you said that the USSF is composed of everyone 11 who's involved in soccer in this country in one form or 12 another? 13 A Not everyone, but of millions of members. It's possible 14 that you could be involved in soccer but not be a member of 15 the US Soccer Federation, but you talk about all the kids 16 that play and all the referees that participate and all 17 those people, most of them are either directly or indirectly 18 affiliated with the Soccer Federation, yes. 19 Q Now, is US Soccer Federation composed just of people who 20 play the sport? 21 A No. It's got registered referees, registered coaches, 22 people that are part of the administration. So all of them. 23 Q Well, how is the US Soccer Federation governed or 24 organized? 25 A It's -- at its grassroots level, it's got players that page 1866 1 are parts of teams. 2 At the other end of the spectrum, in terms of 3 governance, we've got a National Council, a National Board 4 of Directors, and lots of organizational structures in 5 between. 6 MR. CARDOZO: Your Honor, with your 7 permission, I would like to put a board up next to 8 Mr. Gulati and have him sketch out exactly how the USSF is 9 organized. 10 THE COURT: All right. 11 MR. CARDOZO: Mr. Gulati, could you just put 12 that board up and I'll ask you some specific questions. 13 (Whereupon, the witness stepped down.) 14 THE COURT: Mr. Gulati, as you move away from 15 the microphone, remember to keep your voice up good and 16 loud. 17 THE WITNESS: Can I move this up, your Honor? 18 (Discussion off the record.) 19 Q Again, Mr. Gulati, if you could not sketch anything 20 until I ask you a question, and then you can sketch or 21 articulate the answer. 22 Is there a Youth Soccer Division, did you say? 23 A There is. 24 Q Could you explain to the jury how the Youth Soccer 25 Division is organized starting from the player all the way page 1867 1 up? 2 A Well, if you were a player. 3 Q And keep your voice up, as his Honor said. 4 A If you were a player -- let's say here you're a 5 ten-year-old player in this part of the country, in the 6 Boston area. You might, for example, belong to a soccer 7 team, and let's call that the U-10 Jets. So it's an 8 under-10 team, be it a boys' team or girls' team that plays. 9 So you're part of a team there. 10 That team will belong to, very likely, a club. And 11 that's going to be all of the teams that are part of this 12 club. So it's a U-10, could be a U-14, girls team and so 13 on. 14 So let's think of that as the Marlboro Soccer Club, 15 which is down the road and had one of our national team 16 players play in it. 17 That club would then likely belong to one or two or 18 three different organizations somewhere in the country, its 19 districts, it could be sections, and so on. 20 So you've got your team. 21 You belong to a club. Your club is a member -- it 22 could be a league, and that's the teams you generally play 23 against. 24 Then that district or section or whatever it is is 25 going to belong to a state association, and in Massachusetts page 1868 1 for the youth that would be called the Massachusetts Youth 2 Soccer Association. 3 In this framework your team is, let's say, 18 4 players, could be 20, could be 16. Marlboro Soccer Club 5 could be -- 6 MR. KESSLER: Could we at least have a 7 question? 8 THE COURT: No. 9 A Your Marlboro Soccer Club would be some number of teams. 10 So it could be anything. 11 Districts, depends on where you are in the country. 12 And Massachusetts Youth Soccer, the state 13 association which oversees youth soccer, and by "youth 14 soccer" it's players under the age of 19, has, in this case 15 180,000 roughly, registered players. 16 Finally, drawing a little bit smaller so we don't 17 run out of room, Mass. Youth belongs to something called 18 USYSA, which is the governing body for youth soccer in this 19 setup, and USYSA is itself split into four regions, which 20 we'll mention over here, Region I through Region IV. 21 Those are geographic regions. 22 So the Mass. Youth Soccer Association belongs to 23 Region I, which is the East Coast states, essentially, not 24 the southeast, and that has roughly a million members. 25 And finally, USYSA belongs to, in two different page 1869 1 ways, something called the National Council as well as the 2 NBOD. 3 And those are the two organizations at the top end 4 of the governance, if you will. 5 The National Council is 4-, 5-, 600 people. It's 6 the top group. And the NBOD is the policy-making group. 7 So that's essentially how the youth player is 8 involved in all of this. 9 Somewhere in this process, generally at the state 10 level, we'll put it over here, you've got coaches, 11 registration and referees. 12 Referees are generally administered by the state. 13 Coaches get licenses by the state, but they're part 14 of these teams down here, but they're a direct affiliation 15 the state association. 16 Q So before you go on now, the NBOD that you referred to, 17 that's the National Board of Directors that voted in 18 December of 1993? 19 A Yeah, that's the National Board of Directors. 20 Q And how are the representatives of the US Youth Soccer 21 Association selected to go to the NBOD? 22 A Well, it's a couple of different ways this process 23 happens. 24 Just working through it very quickly from the 25 bottom, it's unlikely that you've got elections of who's page 1870 1 going to be running a particular team. That's going to be 2 parents. That's going to be volunteers. 3 Someone is going to organize a club. So think of 4 it as the person who is leading that group of parents, got a 5 little extra time or wants to participate. 6 Generally, you're going to have elections for the 7 position at district or section level, which is more than 8 one person that wants to volunteer their time, and it's 9 almost always volunteer time. 10 Almost always you have contested elections at the 11 state associations. So it's the state associations that are 12 really the building block for the Soccer Federation the way 13 we're governed and the way the Amateur Sports Act says we 14 have to be governed. 15 Once these state associations -- I talked a little 16 bit about Region I. These state associations that form 17 Region I select a head. It's called the Region I director. 18 That person sits on the National Board of Directors, as do 19 the other three regions. 20 So you've got now four Board of Directors' members 21 who come from those four regions that are decided on by 22 about 55 of these state associations. 23 Q And there are 55 state associations? 24 A Yes, there -- well, there's five or six states that are 25 split into two based on geography. Texas has two. New York page 1871 1 has two. California has two and so on. 2 So those four regional directors sit on the 3 Federation's Board as well as the person that all 55 elect 4 as their chairperson, and today their vice chairperson as 5 well as a couple of independent people that they decide 6 collectively. 7 Four based on geography, others by the entire USYSA 8 group of 55 state associations. 9 Q Now, you said there was a contested -- frequently 10 contested elections at the state level. 11 Who votes, I guess it would be, for the MYSA head? 12 A All these clubs. 13 I'm a little bit more familiar with Connecticut. 14 There would be a couple of hundred clubs that will 15 send delegates that will select the president, the treasurer 16 and vice president and so on, as well as their sectional 17 people in specific parts of the state. 18 Q Now, that's the -- you just described the Youth Soccer 19 Division. 20 Now, is there another division of US Soccer 21 Federation in addition to the Youth Soccer Division? 22 A There are a couple of them. 23 The adult structure in US Soccer is pretty similar 24 to this and that covers players over the age of 19. 25 So we start here. These are now the player who's page 1872 1 24 years old, just finished college, whatever, and is 2 playing in the area. He plays on -- well, we'll call them 3 the "Freedom Fighters." And that's a team that's in the 4 Boston area. They play on the Boston Football Club. 5 "Soccer" is often called "football." That's their club. 6 It's analogous to the Marlboro Soccer Club. 7 More likely than not they're organized as a league, 8 and we can call that the LASA League, which is in 9 Massachusetts. 10 And the same thing, they have a state association 11 which, in this case, is the Massachusetts Amateur Soccer 12 Association. 13 I'm going to definitely run out of room. 14 You've got the same body here. It's called the 15 US Amateur Soccer Association. 16 So the structure is very similar: Leagues that are 17 formed by clubs that are formed by teams. 18 Those leagues elect officers in the state 19 association. 20 The same geographic breakdown that applies over 21 here. The country is split into four regions, Regions I 22 through IV based on geography. 23 Those comprise the US Amateur Soccer Association, 24 and they elect their members of the national council or the 25 Board in roughly the same way. page 1873 1 Q Now, when you talked about the last couple of minutes 2 what's marked in blue, are those professionals or amateurs? 3 A They could be professionals, but they're amateur teams. 4 There could be a player that's been a professional but 5 they're amateur teams. 6 Q And so the Amateur Division selects its representatives 7 to the NBOD and National Council in basically the same way 8 as the Youth Division? 9 A Very similar in the way they elect people for these 10 positions as well as the upper positions within the state. 11 Q Now, is there any other divisions comprising the US 12 Soccer Federation other than the Amateur Division and the 13 Youth Division? 14 A In terms of divisions there is. 15 There is -- we're talking about what period of time 16 here? 17 Q Let's focus on the 1993 period. 18 A In 1993, you've also got something called a Professional 19 Division. 20 And that's, obviously, teams that are professionals 21 and players that earn their living from the game. 22 And in 1993, you've got -- depending on when in 23 '93, I guess, the APSL, is one league in the Professional 24 Division. 25 And the USISL is another league in the Professional page 1874 1 division, and clearly these leagues have teams. So this 2 could be the Colorado Foxes, and this could be Minnesota 3 Thunder, for example, and then clearly on these teams we're 4 back to players. 5 Players form their teams, are part of teams that 6 are part of leagues which form the Professional Division, 7 and the Professional Division elects or selects 8 representatives to the National Council and the National 9 Board of Directors. 10 Q Okay. 11 A And there's also a few other affiliated groups. At that 12 time, we had a group called AYSA, American Youth Soccer 13 Association. We had a called group called Soccer 14 Association for Youth. We had a group called the NSCAA, a 15 few organizations that are, what we call, affiliated members 16 of soccer, of the Soccer Federation. 17 Q And did they have representatives on the National 18 Council and the NBOD? 19 A Yes, they did. Plus there is a few others that I 20 haven't put up there, but all three of those had 21 representatives, yes. 22 Q Okay. I think you can sit down. 23 (Whereupon, the witness resumed the stand.) 24 MR. CARDOZO: Your Honor, I would like to 25 offer this in evidence. page 1875 1 THE COURT: Okay. 2 MR. CARDOZO: As soon as Mr. Geritano returns, 3 we'll get a number. 4 I offer 1280 in evidence. 5 MR. KESSLER: No objection. 6 THE CLERK: So marked and entered. 7 (Defendants' Exhibit No. 1280 received in 8 evidence.) 9 Q Now, is there a -- well, let me show you what's been 10 marked as Plaintiffs' Exhibit 150. 11 MR. CARDOZO: Your Honor, this is Plaintiffs' 12 Exhibit 150, to which I don't believe there is any 13 objection. I offer it in evidence. 14 MR. KESSLER: No objection. 15 THE COURT: Okay. 16 THE CLERK: So marked and entered. 17 (Plaintiffs' Exhibit No. 150 received in evidence.) 18 Q Can you tell us what this document is, Mr. Gulati? 19 A It's a copy of the US Soccer Federation Official 20 Administrative Rulebook. 21 Q For what period of time does it cover? 22 A 1993 to 1994. 23 Q And, basically, what is this document? What does it 24 deal with? What issues does it deal with? 25 A It's the bylaws of the Soccer Federation, I guess the page 1876 1 kind of constitution. And at this time it probably had 2 policies that have been adopted by the Board in addition to 3 bylaws. 4 Q Does this document, which I don't want to go through in 5 any detail, spell out the various amateur divisions, youth 6 divisions, et cetera, that you just described? 7 A It does. It may not talk about specific teams and 8 districts and so on but it describes the governance 9 structure, sure. 10 Q Now, you talked about the National Council. 11 What is the National Council? 12 A The National Council is like the shareholders of the 13 Soccer Federation. It's the ultimate decision-making body 14 and has four or five, 600 people in it. And it's the 15 shareholders. It's the final decision-making body of the US 16 Soccer Federation. 17 Q Let me ask you to look at Page 12 of this document and 18 ask Mr. Geritano to put it up on the screen. 19 On the bottom of the page, it says, The National 20 Council shall be the legislative body of the United 21 States -- 22 MR. CARDOZO: And go on to the next page. 23 Q -- Soccer Federation and shall have ultimate 24 responsibility for all matters of the Federation. 25 And then it lists its powers; is that right? page 1877 1 A Yes. 2 Q And the powers include -- 3 MR. KESSLER: Objection, your Honor. He's 4 just reading it. Unless he has a question -- 5 THE COURT: You have to tie it to a question. 6 Q Its powers, Mr. Gulati, relate to determining and 7 accepting individuals or entities for membership? 8 A It's one of the provisions or powers of the National 9 Council, yes. 10 Q And how are the representatives chosen to this council? 11 A Well, if I refer back to this diagram, that's why we've 12 got lines from some of those organizations to the council. 13 The National Council has representation from each 14 of the state associations. So those roughly 55 youth 15 associations, 55 amateur associations -- 110 in all -- have 16 an average of three or four people that they designate to be 17 their representatives at the National Council meeting. 18 So it's, ballpark number, between four and 450 of 19 them. And then the Professional Division has representation 20 from its teams. 21 So at any given time, that could be -- at that 22 time, it would have been eight from the APSL and more when 23 the USISL joined. And the other affiliates, whether it's 24 the AYSO, say, the NSCAA or other affiliate members of the 25 Soccer Federation have one or two representatives. page 1878 1 Q And when the 600 -- four to 600 people get together, do 2 they meet on any regular basis? 3 A They meet once a year or certain years where there is a 4 second meeting called, but in general, it's once a year. 5 Q Does everybody have a vote -- one person, one vote -- or 6 how does it work? 7 A No. 8 In rough terms, each of those three areas of the 9 game has about 32 percent of the vote, roughly a third, just 10 under a third; and that third is comprised of its affiliate 11 members. 12 So the third that is the youth is comprised of the 13 55 state associations, so roughly 55 times three or four 14 people per state decide how that is going to go or decide 15 how they're going to vote. 16 The pros have roughly a third, but it's a smaller 17 number of people. And some of other organizations that are 18 affiliate members have one or two out of 600. 19 Q Was this the way the National Council was organized in 20 1993? 21 A In general terms, yes. Very close. 22 Q In 1991, also? 23 A In 1991, the USISL was not a member of the Professional 24 Division. 25 Q Now, does the USSF have elected officers? page 1879 1 A It does. 2 Q How many? 3 A At the national level, I guess I would say three or 4 four. It has a president, a vice president, and a 5 treasurer. And when I say three or four, because the past 6 president is involved in the Federation governance, and he 7 or she was elected previously. 8 Q I see. 9 And who elects these three or four officers that 10 you just referred to? 11 A The National Council. 12 Q So when Mr. -- when was Mr. Rothenberg elected president 13 of the USSF? 14 A In 1990. 15 Q And how many people voted for him? 16 I don't mean what the vote was, but how many people 17 participated in the election process? 18 A Somewhere between four and 600. 19 Q And how were these 600 people selected? 20 A Just the way we've outlined, by state associations for 21 two of the divisions, and when he was elected, there was 22 only one professional league, which was the indoor soccer 23 league, so they represented roughly a third of the voting 24 strength of the Federation. 25 Q So, to the best of your knowledge, do all parts of the page 1880 1 United States soccer community participate in electing its 2 president? 3 A Either directly or indirectly, all members of the Soccer 4 Federation have some representation, yes. 5 Q Now, looking at the president elections, are these sort 6 of rubber stamps? You proposed a slate and everybody votes, 7 Yea? 8 A For the presidential elections? 9 Q Yes. 10 A Certainly was not the case in 1990, '94, or '98. If you 11 have a contested election, which has been the case in all 12 three of those, it is hotly contested. 13 Q We'll come back to that. 14 Now, the vice president that you referred to, is 15 that formerly the executive vice president? 16 A That's correct. 17 Q Who is the elected vice president today? 18 A I am. 19 Q When were you elected? 20 A A couple of months ago. 21 Q Is the election process for the executive vice president 22 the same as for the president? 23 A Yes. It's the same group of people that vote, the 24 National Council. 25 Q Are those elections contested? page 1881 1 A I have run three times, lost twice, so I assume they 2 were contested the two times I lost them. 3 Q When did you lose? 4 A In 1992 and 1998. 5 Q Now, in 1992 when you ran, who was president? 6 A Mr. Rothenberg. 7 Q The terms are not the same? That is, Mr. Rothenberg was 8 elected in 1990, and there was an election for executive 9 vice president in 1992? 10 A That's correct. 11 Q How long is the term of the president? 12 A It's four years now. 13 Q What did it used to be? 14 A In the '80s, it was two years for some part of that 15 period. 16 Q And who was president in 1998 when you -- I'm sorry. In 17 199 -- yes, 1998? 18 A Doctor Contiguglia. 19 Q When you ran in 1992, Mr. Rothenberg was president, 20 right? 21 A That's correct. 22 Q But you lost, right? 23 A That's correct. 24 Q Who did you lose to in 1992? 25 A Mr. des Bordes. page 1882 1 Q Is that the person who we testified about this morning 2 who was in charge of the Division~I process when 3 Mr. Rothenberg disqualified himself from participating? 4 A Yes, it is. 5 Q Now, moving to the National Board of Directors, let's 6 take a look again at Plaintiffs' Exhibit 150, Page 29. 7 Can you tell the jury what the purpose and role of 8 the National Board of Directors is, Mr. Gulati? 9 That's the same document that I just put in front 10 of you. 11 A The Board acts in place of the council. It's the same 12 sort of responsibilities that a board of a corporation would 13 have. You have a shareholders meeting once a year, which is 14 our National Council, and the Board sets policy during the 15 course of the year. 16 Q And how are you selected to be on the Board? 17 A At that period of time, in any number of different ways. 18 From one of the divisions, the Region I representative, as I 19 mentioned, is on it, as is the other regional 20 representative, a referee representative, a coaching 21 representative, the elected officers. 22 So any number of different groups that have 23 selected you and elected you to serve. 24 Q Have you ever been a member of the National Board of 25 Directors? page 1883 1 A Starting in 1995, I was on the Board. 2 Q And who were you representing on the Board in 1995? 3 A Major League Soccer. 4 Q And MLS has a certain number of delegates to the Board; 5 is that right? 6 A Yes, that's correct. 7 Q How many people are on the Board in total? 8 A Currently, there's 40. 9 Q And are you -- when were you an MLS delegate? 10 A From 1995, late '95 until two months ago when I was 11 elected vice president. 12 Q Who are the MLS delegates, or who were they up until the 13 time you became vice president? 14 A To the Board, MLS had five representatives. They were 15 the commissioner, Don Garber; Jonathan Kraft, 16 investor/operator of the team in Boston and San José; Peter 17 Wilt, who is the general manager of the Chicago Fire; and 18 Kevin Payne, who is the president of the team in DC. I was 19 the fifth. That seat is currently vacant. 20 Q All those people were there as representatives of MLS? 21 A They were designated representatives of the MLS, yes. 22 Q Why didn't MLS choose disinterested people who had 23 nothing to do with MLS to be their representatives to the 24 US Soccer Federation Board? 25 A It's a membership organization, so you're going to have page 1884 1 people that know what you're about, how to represent you. 2 And it's natural -- I mean, the people that 3 represent youth soccer, the state association of people that 4 are involved in youth soccer, the people that are 5 representatives of referees are involved in refereeing 6 issues. And the people that represent professional soccer 7 are going to be people who come from the professional part 8 of the game. 9 Q So are the representatives from the amateur division or 10 the youth division, are they people who were involved in 11 their representative divisions? 12 A Absolutely. 13 Q And those people are affiliated to their leagues, going 14 all the way down to the bottom of your chart? 15 A That's correct. 16 Q So is there anyone on the National Board of Directors 17 who doesn't have a relationship with one of the soccer 18 entities that you've described? 19 A No. 20 There is one other group that we haven't outlined 21 up there, which is the Board has athletes representatives; 22 and, clearly, they're going to come from different parts of 23 that. 24 But we're required to have 20 percent participation 25 at all of the decision-making levels from what essentially page 1885 1 elite athletes, Olympic or National Team athletes. 2 Q Let's go back to Plaintiffs' 150, the 1993 Rulebook, and 3 take a look at the inside page entitled National Board of 4 Directors. 5 Who are these people, Mr. Gulati? 6 A The list is a list of the Board of Directors of the 7 Soccer Federation. 8 Q Now, was MLS represented on the National Board of 9 Directors in 1993? 10 A No, it was not. 11 Q Was the APSL? 12 A Yes. 13 Q Looking over this list, who represented the APSL on the 14 National Board of Directors? 15 A First, the only one that's visible on that part of the 16 document is Doctor de la Pena, who was the vice president of 17 the Professional Division. 18 At that time, there was only one professional 19 league, and so Doctor de la Pena was chairperson of that 20 league. 21 Q Let's go back down a little bit to the next section. 22 Were these people all members of the Board of 23 Directors? 24 A Yes. 25 Q And so were there any other people representing the APSL