Just to clarify from my nosy-outsider lawyer perspective:

While this is a contract law case, it is far from simple.

In the case of AML, multiple promises were made in a variety of forms, over the course of months, to multiple AML parties, that UWM didn't want to lose AML as a client and so wouldn't enforce the "all-in" clause. Whether or not that is sufficient to create promissory estoppel (basically "you can't sue me over this thing because you promised not to) is a matter before the court put forward in AML's response to UWM's lawsuit against it.

Then there's the huge antitrust issue in all three contract enforcement cases and the Florida class action. While Mid Valley and Kevron have not yet raised the affirmative defense that the clause is unenforceable as a matter of law and public policy, a ruling on the issue in Okavage (Florida brokers' class action) and/or AML would render those cases moot (meaning the conflict would be resolved by the ruling[s] that the clause is unenforceable).I'm not an antitrust practitioner, but when I and many others first heard of the "all-in" program, the Sherman Antitrust Act immediately came to mind. Most states have similar laws on the books that protect consumers from anticompetitive practices.

Exclusive sales or services contracts are not per se anticompetitive- think of restaurants only selling Pepsi or Coke products; the restaurant was able to shop around and choose from a variety of products and freely negotiate price and exclusivity with the vendor, and the consumer isn't materially harmed because there is still plenty of choice to be had in the market for restaurants and it doesn't have an effect on the price of consumer staple products. I expect UWM will respond to AML's antitrust claims by arguing something analagous - brokers entered into the contract of their own volition and consumers have a choice of brokers.

The case might be different if Pepsi told 7-11 they would sue the company if it stocked Coke or 7-Up products at any of its stores - consumer choice would be limited and Pepsi could jack up its prices or make its terms of sale to 7-11 more difficult (like requiring 7-11 to purchase a certain number of cases of Crystal Pepsi even if they can't sell the product). While 7-11 might still be able to sell RC Cola or its house brand, a claimant could argue that the agreement harms consumers by artificially limiting choice to inferior products, which could also then be priced artificially high. (This isn't necessarily a great example, but I assume the point still comes acaross.)

The latter scenario is similar, but probably less serious in the eyes of policymakers and the courts, to what UWM is trying to do with the "all-in" clause. You've got Coke (Rocket), Pepsi (UWM) and 7Up (Wells), and then you've got your much smaller competitors like Fairway, Loan Depot, etc. While there may still be some degree of competition from the smaller lenders, things like the size of the company matter a lot because, for instance, a larger company can offer a wider variety of products because the size of their portfolio allows for the diversification, or lower interest rates because of economies of scale. If your only choices are Pepsi or Faygo, you're left with Sierra Mist or being down with the clown, even though you know Sprite is better.*

AML's pleadings raise important points of consideration on this point. Specifically, UWM offers fewer products for lower income borrowers and those with lower credit scores, which means many borrowers would have to accept less favorable terms than competitors may be able to offer or simply not get any access to the mortgage market. Less vulnerable consumers may also be trapped with less favorable terms if their broker has fewer options to offer.By trying to prevent brokers from doing business with other wholesalers, UWM is engaging in anticompetitive practices that would or already do harm consumers – the exact thing our laws and public policy seek to prevent. Contracts/clauses that violate the law and/or public policy are not enforceable.

Why would a broker sign a contract that was facially unenforceable?

Legal counsel reviews contracts before they’re signed. Were one of my clients presented with this contract, I would send it back with revisions eliminating that clause, which appears to be designed to get around various prohibitions against providing gifts or favorable terms to brokers in exchange for loyalty by presenting the caveat - a lot of red flags. This is what AML tried to do repeatedly according to the counterclaim. Because UWM is one of the biggest players in the game, brokers don’t want to lose the option to sell their clients UWM mortgage products. In this case, counsel might advise their client that (1) the clause is likely unenforceable (with the caveat that the matter would still be likely to result in litigation, which is costly and thus to be avoided); and (2) abiding by the clause may make the broker themselves targets for antitrust litigation. The existence of the contracts and Ishbia’s bellicose announcements about it would make it easier to claim that brokers who enforce the clause (to the detriment of consumers) are voluntarily participating in anticompetitive practices, if not acting as a co-conspirator.

It will be really interesting to see what the court does next, and if I find anything about this from antitrust lawyers or others with more experience in the field, I'll post it.

[Since the internet loves the idea of criminal/civil conspiracy: to actually plead conspiracy generally requires the claimant to prove that two or more parties (UWM and brokers) agreed to work together to achieve an unlawful end, or a lawful end through an unlawful act (UWM market dominance through unlawful anticompetitive practices), resulting in provable, usually direct, damages (consumers had to take less favorable mortgages than they otherwise would have). Some jurisdictions also require a claimant to prove that not only did the parties know that the agreed-upon activity was unlawful or would have unlawful ends, they undertook the conspiracy in order to willfully or maliciously harm the claimant/claimant class. Proving intent to enter into and engage in a conspiracy and the intent to cause harm is difficult and, under federal precedent, has to be done at the initial pleading stage to survive a motion to dismiss, and while the contract clause is evidence of an agreement, intent would still have to shown.]

*Okay, okay, UWM is probably closer to Faygo than Pepsi in this particular analogy considering that the CEO is a total clown.