Hennigan v. Chargers Football Company

• Decision Date: 27 July 1970
• Docket Number: No. 28376.,28376.
• Citation: 431 F.2d 308
• Parties: Charles T. HENNIGAN, Plaintiff-Appellee, v. CHARGERS FOOTBALL COMPANY, a Partnership, d/b/a the San Diego Chargers, and Eugene V. Klein and Samuel Schulman, General Partners in that Partnership, Defendants and Third-Party Plaintiffs-Appellants, v. HOUSTON OILERS, INC., Third-Party Defendant.
• Court: U.S. Court of Appeals — Fifth Circuit

431 F.2d 308 (1970)

Charles T. HENNIGAN, Plaintiff-Appellee, v. CHARGERS FOOTBALL COMPANY, a Partnership, d/b/a the San Diego Chargers, and Eugene V. Klein and Samuel Schulman, General Partners in that Partnership, Defendants and Third-Party Plaintiffs-Appellants, v. HOUSTON OILERS, INC., Third-Party Defendant.

No. 28376.

United States Court of Appeals, Fifth Circuit.

July 27, 1970.

Harold Peterson, Beaumont, Tex., Ernest C. Hurst, Houston, Tex., for appellants.

Floyd W. Addington, Jasper, Tex., for appellee.

Daniel L. Martin, New York City, for American Football League, amicus curiae.

Before WISDOM, AINSWORTH and CLARK, Circuit Judges.

AINSWORTH, Circuit Judge:

In this Texas-based diversity case¹ we must determine whether a former professional football player is entitled to compensation from his Club for the 1967 season of the American Football League (AFL). The player was sent home when he reported for the team's 1967 training camp too injured to play. Terminated without pay, he seeks redress under the terms of the contract establishing the various rights and obligations of the player and his Club during the so-called option year to which every AFL player commits himself when he signs a standard contract to play football in the League. The District Court granted a summary judgment in favor of the player. This appeal by the Club requires us to consider basic aspects of the Standard Players Contract employed by member clubs of the AFL. The issues with which we deal are (1) whether the team's "renewal" of the player's 1964-1966 contract obligated the Club to pay the player salary in 1967 under the injury clause of the contract and (2) whether this "renewal" required the Club to pay the player under the "no-cut" clause of the 1964-1966 contract.

I.

The undisputed facts in this case are as follows. On March 19, 1964, Charles T. Hennigan, appellee, signed an AFL Standard Players Contract (AFL Contract) for three years with the Houston Oilers, Inc., a member club of the AFL. A "no-cut" clause was made a part of that contract as an addition to paragraph 6. Both the Standard Players Contract form and the "no-cut" clause form used by the parties are among the standard forms the League requires its member clubs to use.

Paragraph 1 of Hennigan's AFL Contract states:

"The term of this contract shall be from the date of execution hereof until the first day of May following the close of the football season commencing the calendar year 1966, subject, however, to termination, extension or renewal as specified herein. The phrase `football season\' as used herein shall mean the period commencing with the first and ending with the last football game on the League\'s regular schedule for any year."

(Printed form matter is in regular type; inserted typewritten matter the numerals "66" is in italics.) Thus Hennigan's services as a professional football player were to be regulated by the provisions of the AFL Contract through the 1966 football season, and the term of the Contract was expressly made subject to "termination, extension or renewal as specified" elsewhere in the Contract.

Paragraph 6 of the AFL Contract specifies grounds upon which an AFL club may terminate its obligations to a player under the Contract. It reads as follows:

"The Player represents and warrants that he has and will continue to have during the entire term hereof both the excellent physical condition and the highly developed skills in all types of football team play necessary to play professional football of the caliber required by the League and the Club, and agrees to perform his services hereunder to the complete satisfaction of the Club and its Head Coach. Player shall undergo a complete physical examination by the Club physician at the start of each training season during the term hereof. If Player fails to establish his excellent physical condition to the satisfaction of the Club physician by the physical examination, or after having so established his excellent physical condition, if in the opinion of the Head Coach does not maintain himself in such excellent physical condition or fails at any time during the football seasons included in the term of this contract to demonstrate sufficient skill and capacity to play professional football of the calibre required by the League and by the Club, or if in the opinion of the Head Coach the Player\'s work or conduct in the performance of this contract is unsatisfactory as compared with the work and conduct of other members of the Club\'s squad of players, the Club shall have the right to terminate this contract, such termination to be effective when the Club sends to the Player written notice of such termination."

In Hennigan's AFL Contract the following sentence (the "no-cut" clause) was added to paragraph 6:

"Notwithstanding the foregoing, the Club, so long as the Player fulfills his representation and warranty that he has and will continue to have excellent physical condition and fulfills his agreement that he will perform services hereunder as directed by the Club and its Head Coach (except to the extent the Player is excused from such performance pursuant to paragraph 15 hereof), agrees that it will not, prior to the first day of May following the close of the football season beginning in the calendar year 1966, terminate this contract because of the Player\'s lack of skill or capacity to play professional football of the caliber required by the League and by the Club or because the Player\'s work or conduct in the performance of this contract is unsatisfactory as compared with the work and conduct of other members of the Club\'s squad of players."

(Form matter is in regular type; inserted typewritten matter the numerals "66" is in italics.) This was the clause bargained for by Hennigan.

Paragraph 15 of the Contract, which excuses "such performance" as is referred to in paragraph 6, as amended by the "no-cut" clause, is the standard injury provision contained in AFL player contracts. It reads in pertinent part as follows:

"In the event that Player is injured in the performance of his services under this contract, and if Player gives written notice to the Club physician of such injury within thirty-six hours of its occurrence, the Club will: (1) provide, during the term of his contract, such medical or hospital care as in the opinion of the Club physician may be necessary; and (2) continue during the term of this contract to pay Player his salary as provided in paragraph 3 or 10 hereof, whichever is applicable, if and so long as it is the opinion of the Club physician that Player, because of such injury, is unable to perform the services required of him by this contract. * * * Except as provided in this paragraph, Player\'s failure for any reason whatsoever to perform this contract or the services required of him by this contract * * * shall entitle the Club at its option to terminate this contract, such termination to be effective when the Club sends to the Player written notice of such termination. Player\'s death shall automatically terminate this contract. The rights of termination set forth in this paragraph shall be in addition to the rights of termination set forth in paragraph 6 hereof and any other rights of termination under the law."

As stated in paragraph 1 of Hennigan's AFL Contract, the term of the contract was to be from the date of its execution, March 19, 1964, until the first day of May following the 1966 football season, "subject, however, to termination, extension or renewal as specified herein." "Renewal" is specified in paragraph 10 of the Contract:

"The Club may, by sending notice in writing to the Player, on or before the first day of May following the football season referred to in paragraph 1 hereof This was the 1966 season in Hennigan\'s contract., renew this contract for a further term of one (1) year on the same terms as are provided by this contract, except that (1) the Club may fix the rate of compensation to be paid by the Club to the Player during said further term, which compensation shall not be less than ninety per cent (90%) of the sum set forth in paragraph 3 hereof and shall be payable during the football season in such further term in installments proportionate to those in such paragraph 3, and (2) after such renewal this contract shall not include a further option to the Club to renew the contract. The phrase `rate of compensation\' as above used shall not be understood to include bonus payments or other payments of any nature whatsoever unless specifically agreed to by the Club and the Player."

The only express reference in the Contract to "extension" is found in paragraph 14:

"Should Player become a member of the Armed Forces of the United States or any other country or retire from professional football as a player prior to the expiration of this contract or any option contained herein, and subsequently be released from the Armed Forces or return to professional football as a player, then and in either event the time elapsed between Player\'s induction into the Armed Forces and his discharge therefrom, or between his retiring from professional football as a player and his return thereto, shall be considered as tolled, and the term of this contract shall be considered as extended for a period beginning with Player\'s release from the Armed Forces or his return to professional football as a player, as the case may be, and ending after a period of time equal to the portion of the term of this contract which was unexpired at the time Player entered the Armed Forces or retired from professional football as a player; and the renewal option contained herein shall be considered as continuously in effect from the date of this contract until the end of such extended term. * * *"

(Emphasis added.)

Paragraph 3 is the compensation provision of the Contract which is applicable to the express contract term (the 1964-1966 seasons in Hennigan's...