Morris v. New York Football Giants, Inc.

• Decision Date: 22 October 1991
• Citation: 150 Misc.2d 271,575 N.Y.S.2d 1013
• Parties: , 141 L.R.R.M. (BNA) 2343 Joseph MORRIS, and Mickey Shuler, Plaintiffs, v. NEW YORK FOOTBALL GIANTS, INC., New York Jets Football Club, Inc., and Paul Tagliabue (on behalf of the National Football League, an unincorporated association), Defendants.
• Court: New York Supreme Court

Page 1013

575 N.Y.S.2d 1013

150 Misc.2d 271, 141 L.R.R.M. (BNA) 2343

Joseph MORRIS, and Mickey Shuler, Plaintiffs, v. NEW YORK FOOTBALL GIANTS, INC., New York Jets Football Club,

Inc., and Paul Tagliabue (on behalf of the

National Football League, an

unincorporated association), Defendants.

Supreme Court, New York County.

Oct. 22, 1991.

McCarter & English, New York City (Richard P. O'Leary, of counsel), for New York Football Giants, Inc., defendant.

Simpson Thatcher & Bartlett, New York City (Charles E. Koeb, of counsel), for Paul Tagliabue, NFL Com'r., defendant.

Weil Gotshal & Manges, New York City (James W. Quinn, of counsel), for Joseph Morris and Mickey Shuler, plaintiffs.

Loeb & Loeb, New York City (Charles H. Miller, of counsel), for New York Jets Football Club, Inc., defendant.

HERMAN CAHN, Justice.

Motions numbered 5, 6, and 7 on the calendar of July 15, 1991 are consolidated for disposition.

By separate motions, defendants New York Football Giants, Inc. (N.Y. Giants), New York Jets Football Club, Inc. (N.Y. Jets), and Paul Tagliabue (on behalf of the National Football League (NFL), an unincorporated association) seek an order, pursuant to CPLR § 7503 and/or the Federal Arbitration Act, 9 U.S.C. § 1 et seq., staying this action and compelling arbitration of all disputed claims. Plaintiffs Joseph Morris and Michael Shuler cross-move for an order, in the event this court submits the dispute to arbitration, appointing a neutral and unbiased arbitrator.

This action arises out of a dispute between two professional football players and their former football clubs over the amount of compensation owed to the players for their services in 1990 prior to the start of the football season (1990 pre-season).

On or about May 30, 1989, Shuler signed a one year standard players contract with the N.Y. Jets pursuant to which he agreed to play for the Jets for the 1990 NFL season. On or about April 30, 1990, Morris executed a one-year standard players contract with the N.Y. Giants wherein he agreed to play for said team for the 1990 season. Paragraph 20 of each of said contracts expressly provided:

DISPUTES. Any dispute between Player and Club involving the interpretation or application of any provision of this contract will be submitted to final and binding arbitration in accordance with the procedure called for in any collective bargaining agreement in existence at the time the event giving rise to any such dispute occurs. If no collective bargaining agreement is in existence at such time, the dispute will be submitted within a reasonable time to the League Commissioner for final and binding arbitration by him, except as provided otherwise in Paragraph 13 of this contract.

On September 4, 1990, after providing the pre-season services in accordance with their agreements, each of the players was released by their respective team and their contracts terminated. Thereafter, a dispute arose in connection with the amount due for players' compensation for the 1990 pre-season. The plaintiffs assert that they are entitled to compensation for their preseason services equal to ten per cent of the contract amount which would have been due for the whole season. Defendants assert that they are only liable for a specific per-diem payment, which is only a small fraction of the amount plaintiffs' claim.

Plaintiffs commenced this action alleging that the respective clubs have breached the terms of their individual player contracts with respect to compensation (Count II and III of the complaint); they have also made a derivative claim against Paul Tagliabue and the NFL for tortious interference with their (players) contracts. (Count I of the complaint). Thereafter, defendants brought on the instant motions alleging that the underlying dispute is not one for the courts, but for arbitration.

In support of the motions, defendants allege that the 1982 Collective Bargaining Agreement ("CBA") between the National Football League Players Association ("NFLPA"), which then acted as the players' union, and the National Football League Management Council ("NFLMC"), the collective bargaining representative of the NFL contains a broad arbitration clause ¹ that embraces the underlying dispute, despite the CBA's formal expiration in August of 1987. Defendants contend that the players representatives, players and clubs have, to date, continued to utilize the grievance and arbitration machinery established by the CBA. ² As a result, defendants allege that the CBA governs.

In opposition to defendants' motion, plaintiff relies on, inter alia, McNeil v. National Football League, et al., ³ 764 F.Supp. 1351 (D.C.Minn.1991), wherein, the court found that the NFLPA continued to represent NFL players in collective bargaining only until November 6, 1989, when the NFLPA notified the NFLMC that it (NFLPA) was relinquishing its role as the players' collective bargaining representative. On December 5, 1989, the NFLPA adopted new by-laws which expressly prohibited it from ever again serving as a collective bargaining representative for NFL players. Upon those facts, the McNeil court held "that the plaintiffs (NFL players) are no longer part of an 'ongoing collective bargaining relationship' with the defendants" Id. at p. 1358. Thus, as of November 6, 1989, there has been no players' collective bargaining representative relating to the NFL. The CBA, which was negotiated with NFLPA, but which by its own terms expired some time ago, does not have any continuing effect. (See, also Mullin v. Los Angeles Rams Football, Case No. CV91-1932 R6, U.S.Dist.Ct. (D.C.Cal.1991)) wherein the court expressly found that the CBA expired on August 31, 1987, and was not extended or renewed (annexed to letter of James Quinn addressed to this court, dated August 7, 1991). The court agrees with the holdings of the McNeil and Mullin courts in those regards.

Hence, plaintiffs' post expiration grievances are not subject to arbitration under the 1982 CBA. (see Litton Financial Printing Division v. NLRB, 501 U.S. ----, 111 S.Ct. 2215, 115 L.Ed.2d 177).

However, the plaintiffs' individual contracts expressly provide that "(I)f no collective bargaining agreement is in existence at such time, the dispute will be submitted within a reasonable time to the League Commissioner for final and binding arbitration by him ..." (Paragraph 20 of the players' contracts). Therefore, arbitration is required herein.

In opposition, plaintiffs argue that said arbitration clause of their contract should be stricken as an unenforceable adhesion contract because they had no opportunity to bargain or negotiate any contract terms other than compensation and length of contractual commitment.

Despite plaintiffs' contentions, the record clearly establishes that plaintiffs are highly paid, sophisticated professional athletes, who possessed considerable bargaining power over the terms of their contracts. They were represented by experienced agents and/or counsel during the negotiation and execution of their player contracts. Significantly, there is absolutely no evidence presented that the plaintiffs ever sought to delete or bargain over the arbitration clause. The arbitration clause is clearly prominently set forth, and is not a trap for the unwary. Nor is there any direct claim made by either plaintiff, by affidavit or otherwise, that they felt that their contracts were presented "on a take-it-or-leave-it basis." Further, the arbitration clause is not by itself "unreasonably favorable" to the defendants. Consequently, the court finds that the contracts-at-issue are not adhesion contracts (Sablosky v. Gordon Co., 73 N.Y.2d 133, 139, 538 N.Y.S.2d 513, 535 N.E.2d 643; Gillman v. Chase Manhattan Bank, N.A., 73 N.Y.2d 1, 537 N.Y.S.2d 787, 534 N.E.2d 824; Paribas Properties v. Benson, 146 A.D.2d 522, 525, 536 N.Y.S.2d 1007 (1st Dept.1989); Williams v. Walker-Thomas Furniture Co., 350 F.2d 445, 449 (D.C.Cir.1965)). Therefore, plaintiffs are bound by their agreements to resolve any disputes relating to their contracts, by arbitration.

A very serious issue is raised as to who the arbitrator should be. The contracts expressly provide that the disputes be submitted to the Commissioner of the NFL. Plaintiffs allege (in support of their c...