Interrelationship of contractual clauses

In discussing contracts there is an inherent interrelationship amongst various clauses. One should look at a contract as a puzzle. The agreement is the completed puzzle. In order to complete this puzzle you have to assemble all of the pieces together. The pieces are, you guessed it, the various clauses within the contract. You see there is no final agreement unless all clauses within the contract are accepted and agreed upon by both sides. Many of these clauses are interrelated. They rely upon each other in order to formulate the agreement itself. I would argue that these interrelated clauses are specifically designed by the contractor to gain advantage over the contractee. As discussed in previous blog posts, the contractor, contractee agreement is all about power. A struggle by both sides to reap the benefits and shift the risk onto the other party. As a contractor the power is essentially in your hands from the beginning. You construct a contract and the contractee either agrees to sign it or doesn’t. This is especially true when discussing contracts such as those of employment and education. A standard agreement, such as the one used by a university (for example) does not have much room for negotiation. It is their way or the highway. The same is true for standard employment contracts. Chances are they are standardized and used on multiple employees. The contract itself provides two options: sign on the dotted line or hit the road. Athletics is a different story, especially at the highest level. There is much room for negotiation and potential for a power struggle. Still this negotiation is centred upon financials, conduct based clauses such as moral clauses are usually not up for debate. The power, once again, falls into the hands of the contractor over the contractee. 

In looking at a a contract for a professional football player there are many instances of interrelationship between clauses. This specific contract is between Arian Foster and the Houston Texans (Olsen, 2012). The contract itself was signed in 2012 and has since expired. This contract is a standard example of what most NFL players would sign to join a team (Roberts, 1992). In looking over the contract, it is abundantly clear that most (if not all) of these clauses are related. Three specific clauses really stood out when it came to empowering the contractor over the contractee. The moral clause, exclusivity clause and the portion concerning rights and image of the player really epitomized this power (Olsen, 2012).

 Moral clauses are inherently problematic because they allow the contractor enormous power over the contractee. In this specific example, it was outlined that the player must act in a way that best represents the team and the league (Olsen, 2012). However, no further detail is given. This allows the owner to dictate to the player what actions are considered appropriate. He need not explain what it is before hand. It is more of “I know it, when I see it” type of deal. Should the player act in an “inappropriate manner” his contract may be terminated (Olsen, 2012). Seems pretty one sided if you ask me. Concerning exclusivity, the player becomes the property of the NFL. Upon signing the contract he is only to compete in events that are sanctioned by the league (Olsen, 2012). This even extends into ones personal life. Extreme sports or activities that are dangerous are essentially forbidden (Olsen, 2012). The result, a termination of contract or non coverage for any non-football related injury. The combination of the moral and exclusivity clauses allow a team to not only employ an athlete but completely dictate his lifestyle. This contract appears to (absent the money) be heavily in favour of the contractor (Olsen, 2012). There is definitely a great advantage when one drafts the contract. The final piece of the NFL contract puzzle is the power of image and rights. This once again relates directly to the owners extreme advantage when it comes to this contract. Not only is the player only able to compete for the NFL and act in an “appropriate manner” but he must also give up his image. To be clear, this does not mean the player cannot profiteer off his own image, its actually the opposite (Olsen, 2012). However, it does mean the league can use his image as a promotion tool for the league in order to generate revenue (Olsen, 2012). From this venture, the player receives nothing (Olsen, 2012). What we have here is three distinct clauses that are clearly related. These clauses put together, create a somewhat clear guide to what is expected of a player upon the signature of a contract. 

To conclude, a contract is a puzzle. If you are missing one piece, the contract is incomplete. The numerous clauses work together to shape the indemnities that both parties are to receive. They also create expectations for each side about what is expected of them. A contract in itself is about power and the shifting of risk from one party to another. In order to create a contract you must have clauses that are interrelated or else you open yourself up to contradiction.