Contract Law: Key Elements & Interpretation

Essential Elements of a Contract

• There are four essential elements: agreement, consideration, capacity, and legality
• Agreement requires both offer and acceptance.
• Consideration requires a mutual exchange of value.
• Capacity requires all parties must be legally competent.
• Legality requires the agreement must not violate the law.

Contract Interpretation

• Contract interpretation involves examining the rules of construction, differentiating between oral and written contracts, understanding the Statute of Frauds, addressing disparity of bargaining power, and recognizing limitations on authority.

Statute of Frauds in Sports Organizations

• Examples of agreements that must be in writing include those for the sale of land, contracts for the sale of goods costing $500 or more, and contracts that cannot be completed within one year.

Imbalance of Power

• Disparity of bargaining power occurs when one party dictates contract terms, leaving the other with no room to negotiate; the National Letter of Intent is an example.

Authority Limits

• An agent acting on behalf of a principal must act consistently with their authority, encompassing both actual and apparent authority.

Contract Breach Remedies

• Available remedies include compensatory, mitigation, and liquidated damages, specific performance, rescission and restitution, and promissory estoppel.

Employment at Will

• In an employment at will arrangement, an employer can terminate an employee for any reason, and an employee can quit at any time.
• Exceptions to at-will employment include public policy exceptions like discrimination and whistleblowing.

Contractual Employment Agreements

• Contractual agreements can be written or verbal and should specify the start date, salary, job duties, and duration.
• Standard provisions include the contract term, duties, compensation, termination clauses, and remedies for wrongful termination.
• Agreements for coaches often include clauses related to mitigation, reassignment, restrictive covenants, moral conduct, NCAA compliance, and dispute resolution.

Tort Theories

• Relevant tort theories include defamation, negligent misrepresentation/fraud, and tortious interference with relations.

Vicarious Liability

• The general principle of vicarious liability operates under "respondent superior."
• Vicarious liability exceptions dictate that an employer is only responsible for employee negligence within the scope of employment.

Intentional Acts of Violence

• Generally, intentional acts of violence by employees are outside the scope of employment, unless stemming from excessive zeal in competition, sexual harassment, or condonation by the employer.

Employer Negligence

• Negligence relates to primary negligence in employment-related decisions using the "Reasonably Prudent Manager Standard".

Independent Contractors

• An employer is generally not liable for independent contractor acts/omissions, avoiding vicarious liability.
• Independent contractor status relies on factors such as control over work, distinct occupation, provision of tools/workplace, and payment method.

Discrimination

• Discrimination can be based on race, sex, age, or religion.
• Title VII prohibits discrimination in hiring, firing, training, and other employment practices, protecting classes based on race, color, religion, sex, and national origin.
• Title VII does not apply to independent contractors.

Title VII Remedies

• Remedies include back pay, front pay, reinstatement, retroactive seniority, injunctive relief, attorney's fees, and compensatory/punitive damages.

Theories of Liability

• Disparate treatment necessitates intentional discrimination.
• Disparate impact involves neutral practices with discriminatory effects.
• Both theories use burden-shifting/McDonnell Douglas tests.

Bona Fide Occupational Qualification (BFOQ)

• The BFOQ defense is available in cases of gender, national origin, and religious discrimination, but not race/color.
• Employers use the BFOQ defense to show that discrimination was justified due to essential job function requirements.

Age Discrimination in Employment Act (ADEA)

• Examples of Age Discrimination in Employment Act (ADEA) discrimination include forcing retirement, including age preference in job ads, assigning older workers to jobs without opportunity for competition, promoting a younger worker based on age and/or hiring a younger, less qualified worker.

ADEA Legal Analysis and Defense

• ADEA claims are analyzed like Title VII disparate treatment claims.
• ADEA defenses include good cause, BFOQ, reasonable factors other than age, and seniority.

Americans with Disabilities Act (ADA)

• Key elements of an ADA claim include being discriminated against, having a covered disability that limits a major life activity, and a failure to provide reasonable accommodation.
• Covered disabilities can be physical or mental and include infectious diseases.

Harassment

• Harassment in the workplace includes sexual, racial, and same-sex harassment; employers can be held liable for harassment.

Quid Pro Quo Sexual Harassment

• This occurs when job benefits are conditioned upon sexual behavior or sexual bribery.

Hostile Environment Harassment

• Hostile environment harassment requires repeated, unwelcome behaviors that create an abusive work environment.
• A sexually hostile work environment involves unwelcome actions and/or sexually suggestive content.

Racial Harassment

• Racial harassment has similar standards to a hostile environment.
• It also necessitates tests (subjective/objective) to determine if the environment is abusive.

Employer Liability

• Employers are held strictly liable where they knew about the harassment and had tangible employee action; a defense is disproving the plaintiff’s claims.
• Vicarious liability occurs when based on employee's negligence, offering a defense if the company had a harassment policy and proactively addressed reported incidents.

Harassment Policy

• Crucial elements encompass a zero-tolerance stance, definitions of harassment citing examples, clear reporting avenues, fair investigative practices, defined disciplinary measures, and appeal options.

Competitive Advantage

• Adopt competitive advantage strategies for sexual and racial harassment

Provoking Adverse Actions

• Employee actions like whistleblowing or dress code violations might spark adverse employment actions

Employee Rights

• While private employers can dictate speech, state and federal employees can speak on matters of public concern.

Pickering Analysis

• In Pickering Analysis, a threshold question is whether the speech addresses public concern.
• Speech related to official duties isn't a public concern.

Religious Freedom

• The Free Exercise Clause safeguards religious practice, unless the beliefs cause societal harm.
• The Establishment Clause maintains government neutrality regarding religion.

Team Prayer

• The Free Exercise Clause safeguards employee prayer while the Establishment Clause mandates public-employee coaches remain neutral; activity timing and a coach's leadership role can impact whether this speech is protected by Free Exercise Clause or prohibited by Establishment Clause.

Accomodations

• Religious accommodations for are required, factoring in staff size, the employee's job, employee accommodation requests, willingness to accommodate, cost, administrative load, and how similar employees are treated.

Explore the essential elements of a contract: agreement, consideration, capacity, and legality. Learn about contract interpretation, the Statute of Frauds, and addressing imbalances of power in sports organizations. Understand the importance of written agreements for land sales and high-value contracts.