They Paid $2.5 Million for a High-School Football Franchise. Now They Say the League Wasn’t What They Were Sold.

Case Analysis | September 14, 2026

Buying the Denver Broncos means buying into an ecosystem that already exists.

The NFL has 32 teams. It has national media contracts, established sponsors, collective-bargaining agreements, league rules, decades of financial history and an audience whose existence does not depend on the next investor presentation.

Buying a franchise in a startup sports league is different.

You may be buying a team.

But you may also be buying a promise about what the league around that team will someday become.

A new federal lawsuit in Colorado puts that distinction squarely at issue.

On September 10, 2026, UPSWING Foundation, G2G Ventures LLC, Mile High City Prep Local LLC and Mile High City Prep National LLC sued Prep Super League LLC and its founder, Brian P. Woods, in the U.S. District Court for the District of Colorado. The case is UPSWING Foundation et al. v. Prep Super League LLC et al., No. 1:26-cv-04252. The plaintiffs demanded a jury trial. The public docket identifies the dispute as a diversity-based contract action.

According to reporting based on the complaint, the plaintiffs allege that Prep Super League and Woods fraudulently induced them to spend $2.5 million on the Denver franchise by misrepresenting the league’s size and corporate sponsorships, and later failed to comply with a settlement agreement. Those are allegations, not findings. Prep Super League and Woods have not been found liable, and as of the currently available public docket there has been no merits ruling at all.

That procedural point matters.

This is not yet a story about who won.

It is a story about what the plaintiffs now have to prove—and why the dispute could matter far beyond one spring-football team.

The complaint was filed September 10, although the lawsuit first drew broader legal-news attention on September 11. That distinction is worth keeping straight.

The plaintiffs are:

The defendants are:

The docket presently reflects the complaint, summonses and appearances by plaintiffs’ counsel. There is not yet a motion to dismiss, summary-judgment ruling, trial decision or appellate opinion.

So there is no holding to analyze yet.

That does not make the case unimportant. It simply changes the analysis.

At this stage, the useful questions are:

Did the defendants make specific factual representations before the purchase? Were those representations false when made? Did the buyers reasonably rely on them? And were they statements of existing fact—or merely optimistic predictions about a startup league’s future?

Those distinctions will likely determine whether the fraud theory survives.

The Denver relationship began publicly in late 2023.

Sports Business Journal reported on November 30, 2023 that Prep Super League had sold its Denver franchise to UPSWING Foundation in a transaction the parties described as worth “seven figures.” At the time, PSL was presented as a startup aiming to launch a 12-team national spring football league for high-school athletes outside the traditional state-association structure.

The planned economics mattered.

Woods described UPSWING as an investor-operator under a model he compared structurally to MLS: most local revenue would remain with the team while national revenue would be shared. The other teams were initially expected to be operated centrally by the league.

That means the value of Denver could never depend solely on Denver.

Its economics necessarily depended in part on the national product.

A franchise buyer in that structure would care deeply about questions such as:

How many viable teams actually exist?

How many markets will really operate?

Which national sponsors are signed?

How much centralized revenue is likely?

What media distribution has been secured?

Will top players participate?

Will NIL relationships attract athletes and commercial partners?

Will the league survive long enough for the franchise rights to appreciate?

Those are not side issues.

They are the product.

UPSWING’s own tax filing confirms that it formed Mile High City Prep Local LLC on December 1, 2023 to purchase the rights to operate a Colorado team in a national high-school football league.

And UPSWING did more than passively hold a franchise certificate. It says it operated Mile High Prep’s staffing, technology, recruitment, media and infrastructure. Mile High Prep went 5-0 in its first season and continued competing in 2025.

So the plaintiffs are not complaining that they bought nothing.

They bought and operated an actual football team.

Their alleged theory is more subtle: they paid for a franchise whose value depended on representations about the league surrounding it.

That is where startup optimism can become litigation.

Colorado fraud law imposes a demanding line between a bad prediction and an actionable lie.

A plaintiff generally must show that the defendant made a false representation of material fact; knew it was false; intended the recipient to act on it; that the recipient did not know it was false and reasonably relied on it; and that the reliance caused damages.

That matters enormously in an emerging-league case.

Suppose someone says:

“We expect to have 12 teams next year.”

That may be a projection.

Now suppose the statement is:

“We currently have binding agreements with 12 franchise operators.”

That is much closer to a representation of present fact.

Or consider sponsorship.

“We expect Nike-level brands to be interested.”

Very difficult fraud case.

“Brand X has already signed a national sponsorship agreement.”

Completely different question if no such agreement exists.

Startup sports businesses live in the space between those statements.

League founders necessarily sell a future that has not yet arrived. Investors know that. Sophisticated buyers cannot transform every missed forecast, failed sponsorship negotiation or canceled market into fraud simply because the business later underperforms.

The plaintiffs therefore will need more than evidence that Prep Super League did not become as large or commercially successful as they hoped.

They need evidence tying the purchase to specific false or misleading representations that were material when made.

Because this is federal court, ordinary notice pleading is not enough for the fraud allegations.

Federal Rule of Civil Procedure 9(b) requires fraud to be pleaded with particularity.

The Tenth Circuit describes that requirement in practical terms: the complaint generally needs the who, what, when, where and how of the alleged fraud—the time and place of the representation, its contents, who made it and what happened because of it.

That makes an early motion to dismiss an important inflection point.

The defendants can be expected to scrutinize whether the complaint identifies particular statements rather than simply alleging that “the league” exaggerated its prospects.

Who allegedly claimed particular sponsors existed?

When?

In what presentation, conversation or document?

Was the statement about an executed sponsorship agreement, negotiations underway or future expectations?

What was represented about league size?

Had teams already been contractually committed, or were they merely projected markets?

Which plaintiff heard which statement?

And what money was transferred in reliance on it?

Those details matter because fraud law is hostile to hindsight.

A startup that ultimately fields fewer teams than planned has not necessarily lied.

A startup that knowingly tells an investor those teams are already committed when they are not presents a different case.

One potentially important point favors the plaintiffs at the doctrinal level.

Defendants in commercial disputes often argue that a disappointed buyer is trying to convert an ordinary contract claim into a tort claim simply to obtain broader damages.

Colorado recognizes that concern through the economic loss rule, which generally preserves the boundary between contract and tort by preventing parties from using tort law to recover purely economic losses arising solely from contractual duties.

But the Colorado Supreme Court drew an important distinction just this summer.

In Veolia Water Technologies, Inc. v. Antero Treatment LLC, 2026 CO 52, decided June 23, the court reaffirmed that fraudulent inducement based on pre-contract misrepresentations that cause a party to enter the contract in the first place can rest on an independent tort duty and therefore is not automatically barred by the economic loss rule.

The court emphasized the difference between:

failing to perform the contract, and

lying to get someone to sign the contract.

That distinction could become central here.

If UPSWING’s theory boils down to “PSL promised to provide a successful 12-team national league and failed to do so,” the defendants have a stronger argument that this is fundamentally a contract dispute.

If the plaintiffs can prove something more specific—say, that they were told particular sponsorships or league commitments already existed when the defendants allegedly knew they did not—that looks much more like classic inducement fraud.

Colorado law leaves room for that claim.

It does not establish that these plaintiffs can prove it.

Even a false statement is not enough.

The buyers must show that their reliance was justified.

And that inquiry becomes particularly interesting where sophisticated parties buy an expensive asset in a startup league.

A $2.5 million transaction is not an impulse purchase.

The defense will have obvious questions.

What diligence did the buyers perform?

Did they request copies of sponsorship agreements?

Did they ask for franchise or market commitments?

Did they examine league financials?

Were there disclaimers concerning forward-looking projections?

Did the purchase agreement contain an integration clause?

Were there representations and warranties identifying exactly what the league promised?

Did the buyers have independent advisers?

Were publicly available facts inconsistent with anything they say they were told privately?

Those questions do not necessarily defeat reliance. Fraud cannot always be immunized by telling a buyer to perform more diligence.

But contractual drafting will matter.

The franchise agreement could ultimately be one of the most important exhibits in the case.

If it specifically warrants that certain teams, sponsors or commercial relationships exist, the plaintiffs' case becomes easier to frame.

If instead it contains broad disclaimers, a carefully drafted integration clause and explicit acknowledgment that the league is a speculative startup whose markets and sponsors may change, the defendants have significantly better terrain.

The battle may therefore become less about football than about what was written down before anyone kicked one.

There is another potentially revealing piece of context.

By March 2024—shortly before PSL’s inaugural season—On3 reported that Woods still anticipated approximately 400 players across 12 teams and hoped eventually to grow to 16 to 30 teams.

But the same report also said PSL had not signed an apparel sponsor at that point, although it had spoken with companies about a presenting sponsorship.

That does not prove any allegation in the new lawsuit.

It does, however, illustrate why discovery about timing could be decisive.

A representation can be true in November and false in March.

A sponsorship can be expected, negotiated, verbally agreed, executed or terminated—five very different factual conditions that often become flattened into one word: “sponsor.”

Likewise, a “12-team league” can mean 12 announced markets, 12 planned teams, 12 funded operations or 12 fully functioning franchises.

Those differences may sound semantic in a pitch deck.

In fraud litigation, they are the case.

Reporting on the complaint also says the plaintiffs accuse the defendants of reneging on a later settlement agreement.

That could eventually matter more than the headline fraud theory.

Fraudulent inducement requires proof about what someone knew and intended years earlier. Those cases can become document-heavy fights over emails, drafts, investor presentations, financial forecasts and witness credibility.

A settlement agreement can be much simpler.

What did the agreement require?

Did the condition occur?

Was payment due?

Did someone perform?

Was there a release?

Was the agreement materially breached?

Without the actual settlement terms and the defendants’ response, it would be premature to say more. But strategically, plaintiffs often plead a later breach because it offers a second path to recovery that does not require proving the original transaction was fraudulent.

The irony is familiar in commercial litigation:

Sometimes the easiest contract to enforce is the one the parties signed to resolve the fight over the first contract.

Almost everything.

The court has not decided that Woods made false statements.

It has not decided that Prep Super League misstated its sponsorships.

It has not decided that the Denver buyers reasonably relied on anything.

It has not decided that $2.5 million was lost because of any alleged misrepresentation.

It has not decided that the settlement agreement was breached.

And it certainly has not decided that the Prep Super League franchise model itself was fraudulent.

Those are allegations that will have to survive pleading challenges and eventually be supported with evidence.

That limitation is especially important because Mile High Prep unquestionably became an operating sports property. UPSWING publicly described the team as the Denver PSL franchise, operated it, fielded athletes and celebrated an undefeated inaugural season.

This is therefore not a simple case in which someone allegedly paid millions for an imaginary football league.

The harder dispute is over whether the commercial ecosystem was accurately represented when the franchise was sold.

Emerging sports are increasingly becoming investable assets.

New leagues in women’s sports, startup basketball, alternative football, combat sports, fitness competitions and technology-driven formats are selling equity, franchises and territorial rights before their economics are fully established.

That creates an unavoidable valuation problem.

An established franchise can be priced from historical revenue, media distributions, sponsorship income, ticket demand and comparable sales.

A startup franchise often gets valued from assumptions.

How many teams?

How fast will the league expand?

What sponsors are coming?

How large will the media deal become?

What athletes will participate?

Will the governing structure last?

How valuable will the brand be in five years?

The more speculative the underlying asset, the more important the line becomes between forecast and fact.

That lesson cuts both ways.

League founders should be extraordinarily disciplined about separating:

“signed,”

“committed,”

“negotiating,”

“expected,” and

“targeted.”

Investors should demand the same precision.

A pitch deck may treat those words as cousins.

A fraud complaint will not.

The practical lesson is not “never buy an emerging-league franchise.”

It is that buying one requires diligence on two separate businesses.

First, there is the local team:

facilities, staffing, player pipeline, sponsors, ticket demand and operating costs.

Then there is the league platform:

central funding, other franchises, media, sponsorship, IP, governance, schedule stability, insurance, athlete rules and national revenue.

A buyer can execute perfectly locally and still lose money if the central league never reaches critical mass.

That creates a diligence checklist that resembles venture investing as much as traditional sports-franchise acquisition.

A sophisticated purchaser should want documentary proof of material league-wide claims whenever possible.

Executed sponsorship agreement—not “brand interest.”

Signed media agreement—not “distribution strategy.”

Binding team commitment—not “planned market.”

Funding in the bank—not “capital pipeline.”

Existing NIL partnership—not projected monetization.

None of that guarantees success.

It does make the difference between accepting business risk knowingly and later claiming the risk was sold under false pretenses.

The first major development will likely be the defendants’ response to the complaint.

A motion to dismiss would probably focus heavily on Rule 9(b), arguing that any fraud allegations lack sufficient particularity or improperly convert failed business expectations into statements of present fact.

Reliance and contract language may also become important, particularly if the franchise documents contain integration clauses, disclaimers, risk disclosures or specific representations and warranties.

If the fraud claims survive, discovery becomes much more dangerous.

Investor presentations, sponsorship negotiations, internal projections, franchise-development records, emails discussing prospective markets and communications surrounding the settlement could all become important evidence.

The fundamental factual question would then be simple to state and difficult to answer:

When the defendants described the national league that Denver was buying into, did they describe what existed—or what they hoped would exist?

That difference may decide the case.

And for the rapidly expanding market in startup sports properties, it is a question worth asking before the next $2.5 million changes hands.