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Friday, November 03, 2006
CBS Mostly Loses Case Against Former Broadcaster Brent Jones

Yesterday, Judge Chin of the U.S. District Court for the Southern District of New York issued an opinion dismissing the bulk of the CBS network’s claims against former football commentator and one-time 49er tight end Brent Jones. Jones walked away from CBS in the middle of week four of the 2005 NFL season, purportedly to spend more time with his family. The problem, in CBS’s eyes, was that Jones had been paid on a weekly basis between January and October, 2005 (based on an annual salary of $200,000). Yet at the time he quit, Jones had only called three games that season (out of 17). CBS sued to recover 14/17 of the money it had paid Jones.

In his opinion in CBS Broadcasting Inc. v. Jones, 2006 WL 3095916 (S.D.N.Y. Nov. 2, 2006), Judge Chin largely dismissed CBS’s breach of contract and unjust enrichment claims against Jones. The judge explained:
The Agreement does not reference the number of football games Jones was expected to call each year, nor does it contain a provision for the return of any payment to CBS in the event Jones terminated the Agreement prematurely. Rather, paragraph 19 of the Agreement provides in relevant part that: "If Contractor or Artist at any time materially breaches any provision of this Agreement ... CBS may ... reduce Contractor's compensation pro rata, and/or CBS may, by so notifying Contractor during or within a reasonable time after such period, terminate this Agreement." "[P]ro rata" is not defined.
Thus, some ambiguity:
Here, the Agreement is not wholly without ambiguity. It provides that in the event that Contractor or Artist breaches, CBS may "reduce Contractor's compensation pro rata," but it does not define "pro rata." Nonetheless, as between the two competing interpretations before the Court, I conclude that a reasonably intelligent and objective person could give the Agreement only one interpretation--that "pro rata" means a proportion based not on the number of games called out of seventeen, but rather, on the number of weeks out of the year the Agreement was in effect.

First, the express language of the Agreement undermines CBS's argument. . . . Second, the Agreement does not include any language to support CBS's position There is no reference to the number of games that Jones was obligated to call per year. Thus, there is no explanation for CBS's contention that Jones was obligated to call seventeen games, the number of games in the NFL's regular season. Furthermore, there is no provision in the Agreement for reimbursement in the event of a breach by Jones. The remedy set out in the Agreement is reduction and/or termination. CBS, in accordance with the Agreement, terminated the contract at the time of breach. If the parties had contemplated the extraordinary remedy of reimbursement in the case of a breach, they surely would have spelled that out in the Agreement.
Third, CBS's interpretation does not make sense. The number of games was not specified. There could have been more than seventeen games, including exhibition games, playoff games, and the Pro Bowl. Also, Jones's obligations were not limited to calling games. The Agreement references other duties, such as attending seminars, program conferences, and trade shows.
The court also dismissed CBS’s unjust enrichment claims, since under New York law there can be no claim in quasi-contract where a valid contract sets forth the parties’ rights.

The court did, however, preserve one small piece of CBS’s claim:
The amended complaint alleges that Jones improperly charged certain personal expenses to CBS, through his corporate credit card and otherwise. If any personal expenditures charged to CBS remain unpaid, Jones shall reimburse CBS. The Court is hopeful that the parties can resolve this issue themselves.


Interesting dynamic of a real year vs. a "sports year" (i.e. a season). Here CBS is "out" 8 months of salary--January-August, 2005. I use "out" in reference to those months that Jones was being paid during the offseason and was presumably doing jack squat for CBS. Had Jones been a NASCAR commentator (i.e. season that starts in Feb.) who quit 4 weeks into the season, CBS would have only "been out" a month and change in salary...I presume this will prompt CBS to make some alterations to the language in their contracts for the talent (though I am a little curious as to how they couldnt have predicted this and therefore wonder if there is some reason the language is the way it is)

Anonymous Anonymous -- 11/03/2006 8:42 PM  


Should not CBS have specified a start date and end date (on a yearly basis) for this contract?

Other ambiguous ( as you pointed out) appear in this document.

Sloppy work gets sloppy results.

Anonymous Richard Mock -- 11/03/2006 10:47 PM  

thank you

Anonymous kurtlar -- 2/13/2009 1:30 PM  

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