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Friday, January 25, 2008
The Substance of WVU v. Rodriguez

In an interview yesterday about West Virginia's suit against Rich Rodriguez, I made two points to a reporter (prior posts here and here). First, I think the case is going to end up back in state court--the university is an arm of the state and not subject to diversity jurisdiction in federal district court, not to mention the uncertainty about where Rodriguez was living on December 27. Second, I think this controversy could have significant future effects on the relationship between coaches and schools, the mobility of coaches, and the ability of schools to protect themselves from vagabond coaches.

Today's Charleston (W. Va.) Gazette prints in full a letter Rodriguez sent earlier this month to WVU Athletic Director Ed Pastilong (this is the letter that had as a return address Rodriguez's West Virginia residence and was used by the school as evidence that he remained a West Virginia citizen). The letter seems to hint at what Rodriguez's substantive case will be in the lawsuit and it includes the following:

On Page 6 of the lawsuit (Article 17) it mentions that the University and I mutually understood and agreed on all the terms, conditions and understandings either oral and or written. It also mentioned that any further modification or amendment was effective only if made in writing and signed by both parties. This is not true - several issues were promised and discussed and were oral agreements that I thought would be upheld. Verbal promises and statements made by Mike Garrison, Craig Walker and several Board of Governor members were a factor in my agreeing to sign the second amendment. They include:

a) Mike Garrison stated that he did not believe in buyouts and that if I wanted to leave that "the buyout would be reduced to 2 million or eliminated altogether". He knew I did not want to sign it with the large buyout but assured me that as soon as he took office he would address it. I told him the four million buyout was unfair and Garrison agreed but said the Board of Governors would not change it at the time due to publicity concerns (the University leaked the term sheet information to the press in violation of the Agreement. I was also misled when I was told when I originally agreed to sign the term sheet in December that the boosters who paid my salary "insisted" that I have the four million dollar buyout clause. I have found out that this was not true.)

b) I told Garrison that I knew everyone was under pressure to get me to sign the contract (I was getting calls by Board Members, the President and the Governor.) I told him I was not comfortable signing it with the buyout clause and other issues but Garrison said it would be a personal favor for him and several Board Members and said I needed to do it to help Garrison's start as the new President.

In other words, Rodriguez is arguing that he does not owe $ 4 million; he owes at most $ 2 million or maybe nothing at all, because university officials orally agreed to waive the clause, although it remained in the agreement. Now, it was been almost 15 years since I dealt with contract law (back when I was slogging through Contracts as a 1L). But am I completely off in remembering that a basic doctrine of contract law prohibits a party from arguing in court that an oral agreement altered or overrode a contract term--that the terms of the contract control over any oral representations to the contrary, unless the contract allows for oral amendment? Can anyone educate me on this part of contract law?

Clearly, those facts could set up an issue of fraudulent inducement, either as an affirmative defense or counterclaim. But can he defeat the university's basic breach of contract claim in this way?


I think the parol evidence rule may apply here in not allowing any of this extrinsic evidence of oral an oral agreement. At the same time, doesn't an exception to the rule apply in that the oral agreement R.R. is alluding to was subsequent to the written contract? So, if the exception does apply then this evidence should be allowed and taken into consideration by the court.

However, does it first depend on whether there is a merger/integration clause in the written contract? If there is an integration clause, then the written instrument is totally integrated and the extrinsic evidence should not be allowed.

So...if there was not an integration clause, then the evidence of an oral agreement between R.R. and the University should be allowed. Is this right?

Blogger cooleystudent333 -- 1/25/2008 3:56 PM  

In regards to integration, whether the k is deemed partially or fully integrated, contradicting evidence can never be admitted. Here, it appears that the 2 million dollars buyout clearly contradicts the 4 million dollar buyout. A court will most likely rule void the extrinsic oral agreement. Further, i think a four corner test (which I'm not sure whether WVU follows) would demonstrate that the document is complete for it already includes the buyout price of 4 million.

As to finding an exception, i feel like he can make arguments based on bad faith, undue influence, or concealment and misrepresentation. To win on any of these claims, one must demonstrate that they detrimentally relied on the information or that WVU's comment that they would change the buyout later was purposefully misleading.

Anonymous Anonymous -- 1/25/2008 8:15 PM  

In regards to integration, my understanding of the law is that any relevant evidence is admissible to prove that the written K was not intended to be final.

I agree with you in that a four corners test would find the writing totally integrated. Conversely, the majority Williston test may allow the extrinsic evidence if Rich Rod can convince the court(as you point out)that what appears to be an integration clause ("On Page 6 of the lawsuit (Article 17) it mentions that the University and I mutually understood and agreed on all the terms, conditions and understandings either oral and or written. It also mentioned that any further modification or amendment was effective only if made in writing and signed by both parties.") was obtained through fraud.

Blogger cooleystudent333 -- 1/26/2008 2:41 PM  

The way it was taught to me, the parole evidence rule isn't applied all that rigorously. Maybe my prof was too into legal realism, but he basically told us the court will or will not use the parole evidence rule depending on the outcome and the circumstances of the case. Generally it's more fair to have all of the relevant evidence factor into the decision, so the parole evidence rule is set aside.

Integration can be a circular concept anyway: often you can't know if a contract is complete unless you look to outside evidence.

Anonymous Columbiaaa -- 1/28/2008 1:51 AM  

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