Warner Bros. Discovery’s Legal Battle With The NBA: Did The Entertainment Giant Have The Right To Match Amazon’s Offer?

By Justin Aglow*                                                                              Posted: 09/27/2024

“NBA on TNT” has come to be a tradition basketball fans take for granted.[1]  Since 1989, Turner Network Television (TNT), now owned by parent companies Turner Broadcasting System (TBS) and Warner Bros. Discovery (WBD), has been the familiar broadcasting home for professional basketball.[2] Over the years, fans have come to love television personalities such as Charles Barkley, Shaquille O’Neal, and Ernie Johnson, who all got their broadcasting fame from TNT.[3]  Despite this longstanding tradition, the relationship between the network and the league is now in a sour state.[4]  The two parties are currently engaged in a legal dispute pertaining to the NBA’s broadcasting rights.[5]  The NBA recently accepted an offer from Amazon Prime Video, NBC, and Disney to be the league’s broadcasting partners for the foreseeable future.[6]  However, TNT and WBD believe that the deal they had in place with the league provided the right to match that offer.[7]  Thus, WBD filed a breach of contract complaint against the NBA; however, the issue may not be as clear cut as the entertainment giant claims.[8]

NBA & TNT’s Agreement

The thirty-five-year partners most recently agreed to a deal in 2014, which gave TNT, along with Disney, the right to air NBA games through the 2025 season on its networks.[9]  This deal is the root of the parties’ current dispute, as there was a “matching provision” contained within the agreement permitting TNT to match or mirror, and oblige the NBA to accept, in lieu of a subsequent offer made by a third-party, for the broadcasting rights after the deal’s expiration.[10]  According to the NBA’s attorneys, this matching provision only allowed for a match with regard to distribution of games through “TNT’s linear cable television network . . . and not on a standalone streaming service.”[11]  This means that TNT had the ability to match an offer from a television network, such as NBC, but did not have the right to match one from a streaming service like Amazon Prime Video.[12]  This is significant if indeed true, and potentially detrimental for TNT’s efforts because of the strategy the network took in attempting to match the NBA’s new deal with NBC, Disney, and Amazon Prime Video.[13] 

NBA Chooses Amazon, Disney, & NBC Over TNT

In July of 2024, the NBA accepted an eleven-year media rights offer worth approximately $77 billion from NBC, Disney, and Amazon Prime Video.[14]  The agreement, set to start for the 2025-26 season, is made up of the following: $2.45 billion annually from NBC; $2.6 billion annually from Disney; and $1.8 billion annually from Amazon.[15]  In coming to this agreement, the NBA made the decision to decline the $1.8 billion offer from WBD, representing TNT.[16]  Being as TNT, along with its parent companies, WBD and TBS, believed its 2014 agreement with the NBA allowed them to match a third-party offer, such as Amazon’s $1.8 billion offer which the league accepted, WBD took legal action seeking to prevent what it views as a breach of contract.[17]

Warner Bros. Files Suit & NBA Responds

As previously mentioned, TNT’s agreement in 2014 with the NBA included a matching provision, however, the NBA argues that it is a limited provision.[18]  The contractual term in which TNT, TBS, and WBD rely upon in making claims against the NBA only permits the parties to match an offer seeking to distribute games on cable television.[19]  A party pursuing broadcasting games on streaming services, such as Amazon Prime Video, in the NBA’s eyes, is a completely different venture, and one that is not within the scope of the agreement’s matching provision.[20] 

Thus, after WBD filed its breach of contract complaint against the NBA in New York County Supreme Court in July of 2024, the league was quick to respond with a motion to dismiss the lawsuit a month later.[21]  The motion contests WBD’s allegation that the NBA failed to abide by its 2014 agreement, attesting that the plaintiff was free to match NBC or Disney’s more lucrative offers, but could not opt to match Amazon’s $1.8 billion offer which was not covered by the matching provision.[22]  However, the NBA’s motion to dismiss does not simply attack the matching provision, it also attacks WBD’s $1.8 billion offer itself.[23]

Acceptance or Counteroffer?

At the most foundational level of contract law, there is the requirement of a valid offer and acceptance for there to be a binding agreement.[24]  It is widely held that for an acceptance to legally function as such, meaning for it to be binding upon the party making the offer, it must “mirror” the offer.[25]  Put another way, an acceptance cannot change the terms of an offer and be legally binding.[26]  This merely constitutes a counteroffer, one that the original offeror is free to reject.[27]  This, often called the “mirror-image” rule, is precisely the NBA’s additional argument.[28]  In this case, due to the matching provision in question, Amazon’s offer acts as the offer WBD is responding to in its option to match.[29]  Therefore, the NBA argues that for it to be obligated to accept WBD’s offer in lieu of Amazon’s, the WBD offer must be a “mirror-image” of Amazon’s.[30]

While the total value of the $1.8 billion offer is the same, the two offers are certainly not identical, and the NBA feels there are some material alterations.[31]  Among them include changes to eight of the twenty-seven sections of the contract, and more specifically, over 300 struck words, and 270 additional words, according to the league’s motion.[32]  Significantly, the NBA also notes that WBD’s offer did not match “Amazon’s commitment to pay roughly three years of its rights fees–roughly $5.4 billion–up front in an escrow account.”[33]  Evidently, while the value of the two offers may be equal, the specific terms and provisions making up the value differs rather substantially.[34]  Because of this, WBD and TNT’s efforts to keep the NBA’s broadcast rights under its control likely will be an uphill battle.[35]

*Staff Writer, Jeffrey S. Moorad Sports Law Journal, J.D. Candidate, May 2026, Villanova Charles Widger School of Law

[1] For further discussion of the history of the NBA and TNT’s business relationship, see infra notes 2–4 and accompanying text.

[2] See The Athletic Staff, ‘Inside the NBA’ Memories: From ‘SNL’ Spoofs to Cookie Storage, TNT Show Left Its Mark, The Athletic (July 25, 2024), https://www.nytimes.com/athletic/5478150/2024/07/25/tnt-inside-the-nba-media-tv-rights/ (discussing highlights of thirty-four years that NBA has been broadcasted on TNT).  The network’s pregame and postgame coverage titled “Inside the NBA” is widely described by basketball fans as “appointment television.”  See id. (discussing popularity of “NBA on TNT” and “Inside the NBA”).

[3] See id. (summarizing history of NBA games being broadcasted on TNT).  TNT added former players Kenny Smith (1998), Charles Barkley (2000), and Shaquille O’Neal (2011) as pundits and game analysts during the game broadcasts.  See id. (stating when each show member joined).  The show has been noteworthy for its comedic style, which often leads to unpredictable and unscripted memorable moments.  See id. (discussing show’s most memorable moments).

[4] See Michael McCarthy, ‘Money Over the Fans’: Charles Barkley Rips NBA Owners for New Media Deals, Front Off. Sports (July 26, 2024, 10:47 AM), https://frontofficesports.com/charles-barkley-rips-adam-silver-nba-owners/ (“NBA’s breakup with Warner Bros. Discovery’s TNT is getting ugly fast”).  TNT’s television superstar and former NBA legend, Charles Barkley, voiced criticism over the league’s handling of its situation with TNT.  See id. (“It’s a sad day when owners and commissioners choose money over the fans”).

[5] For further discussion of the ongoing WBD lawsuit against the NBA and the league’s subsequent motion to dismiss, see infra notes 21–23 and accompanying text.

[6] For further discussion of the NBA’s new deal with Amazon, NBC, and Disney, see infra notes 14–17 and accompanying text.

[7] For further discussion of WBD’s complaints, see infra note 17 and accompanying text.

[8] See Antonio Peqeño IV, Warner Bros. Discovery Sues NBA Over Amazon Deal, Forbes (July 26, 2024, 5:19 PM), https://www.forbes.com/sites/antoniopequenoiv/2024/07/26/warner-bros-discovery-sues-nba-over-amazon-deal/ (explaining that Warner Bros. filed complaint for breach of contract in New York County Supreme Court).  WBD believes the NBA was “unjustified” in rejecting its matching of a third-party’s offer.  See id. (stating WBD’s argument that it was their “contractual right” to match Amazon’s offer due to matching provision contained in prior agreement).

[9] See Frank Pallotta, NBA Renews Television Deals With ESPN, TNT, CNN Bus. (Oct. 6, 2014, 10:46 AM), https://money.cnn.com/2014/10/06/media/nba-tv-deal/index.html (discussing NBA’s broadcasting deal with ESPN and TNT which was agreed upon in 2014).  The deal enabled TNT to broadcast sixty-four games each season and was worth $24 billion in total.  See id. (elaborating on details of NBA-TNT 2014 deal).  For further discussion of NBA and TNT’s business relationship, which dates back to 1989, see infra notes 2–4 and accompanying text.

[10] See Baxter Holmes, NBA Files Motion To Dismiss Warner Bros. Discovery Lawsuit, ESPN (Aug. 24, 2024, 2:18 PM), https://www.espn.com/nba/story/_/id/40978381/nba-files-motion-dismiss-warner-bros-discovery-lawsuit (explaining matching provision contained within NBA and WBD’s 2014 agreement which allowed WBD to match third party’s offer for future broadcasting deal).

[11] See id. (discussing alleged limitation on matching provision relied upon by WBD).

[12] See id. (stating NBA’s argument that because Amazon Prime Video is streaming service, matching provision does not allow for WBD to match Amazon’s deal due to provision being limited to “cable television”).

[13] For further discussion of the alleged limitation of the contested matching provision, see infra notes 18–20 and accompanying text.

[14] See Tania Ganguli, Kevin Draper & Nicole Sperling, N.B.A. Announces Lucrative Rights Deals with Disney, Comcast and Amazon, N.Y. Times (July 24, 2024), https://www.nytimes.com/2024/07/24/business/nba-tv-rights.html?smid=url-share (discussing NBA’s broadcasting deal with Disney, NBC, and Amazon which is “more than two and a half times the average annual value of the league’s current rights agreements.”).

[15] See id. (explaining distribution of value making up new NBA broadcasting agreement).

[16] See id. (claiming that NBA publicly stated its rejection of WBD’s offer).  The offer made by WBD was an effort by the party to match Amazon’s offer.  See id. (stating that NBA rejected WBD’s offer in agreeing with Amazon, NBC, Disney).

[17] See id. (explaining WBD’s position that NBA “grossly misinterpreted [their] contractual rights with respect to the 2025-26 season and beyond”).  WBD believed the NBA was legally obligated to accept its $1.8 billion offer due to the matching provision in the parties’ 2014 agreement.  See Peqeño, supra note 8 (discussing WBD’s breach of contract complaint).  The $1.8 billion offer was an effort by WBD to match Amazon Prime Video’s $1.8 billion offer, which the NBA subsequently accepted.  See id. (summarizing negotiations which took place leading to NBA’s acceptance of new deal).

[18] See Holmes, supra note 10 (discussing NBA’s argument that contested matching provision is limited in scope).

[19] See id. (explaining that 2014 agreement’s matching provision did not enable WBD or TNT to match offer regarding distribution of games on streaming services).

[20] See id. (discussing NBA’s argument that WBD and TNT’s process to match Amazon’s offer was flawed due to it choosing to match offer regarding streaming rights instead of broadcasting rights).

[21] See id. (stating that NBA filed motion to dismiss WBD’s lawsuit in late August).  The motion includes arguments that WBD failed to abide by the requirements of the matching provision, and that the company’s match was not a true match.  See id. (discussing arguments contained within NBA’s motion to dismiss WBD’s lawsuit).

[22] See id. (stating NBA’s argument that 2014 agreement’s contested matching provision was limited and WBD’s effort to match was not within provision’s scope).  The motion alleges that WBD’s attempt to match Amazon’s offer instead of NBC’s was “an attempt to save billions of dollars by combining Amazon’s lower price with the linear television rights granted to NBC.”  See id. (discussing NBA’s argument that WBD’s money-saving move of matching Amazon’s offer rather than NBC’s did not constitute match within terms of provision).

[23] See id. (discussing NBA’s argument that WBD’s $1.8 billion offer was not proper pursuant to 2014 agreement’s matching provision).

[24] See Restatement (Second) of Contracts §§ 18, 22 (Am. L. Inst. 1981) (explaining that binding agreements require manifestation of mutual assent, which requires offer and acceptance); see also id. § 24 (defining offer as someone’s “manifestation of willingness to enter into a bargain”).

[25] See Restatement (Second) of Contracts § 50 (Am. L. Inst. 1981) (“Acceptance of an offer is a manifestation of assent to the terms thereof made by the offeree in a manner invited or required by the offer.”); see also Baraliu v. Vinya Capital, L.P., 765 F. Supp. 2d 289, 299 (S.D.N.Y. 2011) (quoting Gram v. Mut. Life Ins. Co. of N.Y., 91 N.E.2d 307, 311 (N.Y. 1950)) (“It is a fundamental rule of contract law that an acceptance must comply with the terms of the offer.”); Ostojic v. Life Med. Techs., Inc., 162 N.Y.S.3d 27, 29 (1st Dept. 2022) (citing Kowalchuk v. Stroup, 873 N.Y.S.2d 43 (1st Dept. 2009)) (“[P]arties’ meeting of the minds must include agreement on all essential terms”).

[26] See id. (explaining that parties must have “meeting of minds” for binding agreement).  For a meeting of the minds between parties to be manifested, an acceptance must agree to “all essential terms” of an offer.  See id. (explaining that acceptance which materially alters offer is not valid).

[27] See Thor Properties, LLC v. Willspring Holdings LLC, 988 N.Y.S.2d 47, 49 (1st Dept. 2014) (citing Woodward v. Tan Holding Corp., 820 N.Y.S.2d 126 (2d Dept. 2006)) (explaining that if offeree conditionally accepts or accepts, but modifies terms of their offer, then acceptance is deemed “both rejection and counteroffer which extinguishes initial offer”).

[28] See Gen. Instrument Corp. v. Tie Mfg., Inc., 517 F. Supp. 1231, 1234 (S.D.N.Y. 1981) (identifying “mirror-image” rule as common law rule that deviation from exact terms of offer creates counteroffer).

[29] See Holmes, supra note 10 (discussing WBD and TNT’s attempt to match Amazon’s offer).

[30] See id. (explaining NBA’s argument that “[f]ar from accepting each term of Amazon’s offer, TBS’s revisions constituted a counteroffer that the [league] was free to reject”).

[31] See id. (identifying differences between Amazon’s offer and WBD’s offer, including several changed words, missing provisions, among other material alterations to various sections).  For further discussion of the differences between the two offers, see infra notes 32–33 and accompanying text.

[32] See id. (listing alleged alterations made by WBD in its attempted match of Amazon’s $1.8 billion offer).

[33] See id. (stating that WBD’s offer lacks material provisions from Amazon’s offer).

[34] For further discussion of the alleged differences between Amazon’s and WBD’s offers, see supra notes 29–33 and accompanying text.

[35] See Michael McCann, TNT Could Sue Over Losing NBA, but Winning May Be a Long Shot, Sportico (July 11, 2024, 10:13 AM), https://www.sportico.com/law/analysis/2024/tnt-nba-media-rights-legal-playbook-1234787452/ (describing TNT’s chances of keeping NBA’s broadcasting rights as “a long shot” amid its legal dispute with league).