CBA and Contracts Discussion: Why don't teams toll (extend) players holding out

[SBPatsFan]

Please feel free to merge this if there is a better thread for it.

Reading through the old CBA leaves me a bit perplexed as to why it is even relevant whether a player like Branch reports after game 10.

As I read it in ARTICLE XVIII, FA occurs automatically once a player has 4 Accrued seasons at the point his existing contract expires. Based on the definitions of an accrued season (only place a could find a definition was ARTICLE XIX), Branch has already completed 4 (2002, 03, 04, and 05). I don’t get why accruing a 5th (6th, 7th, etc) is needed. And, section 1 (b) appears to indicate players don’t accrue a season no matter when they report if they fail to report to the club at least 30 days prior to the start of the season or fail to perform contract services (which by holding out one does). This section 1 (b) was the reason given for why Westbrook (Eagles) stopped his holdout after only a few days last year. So it obviously applies to at least some players.

So it seems to me the key thing for a player with 4+ accrued seasons would be determining when a contract expires. Since it is a 5 year contract, it is safe to say it was written to expire at the end of this season. But in the standard player contract there is a provision for extending a contract if a player refuses to perform his services under the contract (section 16 of player contract below). It would seem to me that a player holding out is the same as refusing to perform services (services defined in section 2 of the player contract below). If that interpretation is true, why wouldn’t a team toll a player and extend the contract “for a period of time equal to the number of seasons (to the nearest multiple of one) remaining at the time the contract was tolled.†And when actually could they toll it? Any legal minds out there want to take a shot at clearing this up?

Below are the sections of the CBA and standard player contracts referenced (from the old CBA – new CBA term sheet doesn’t mention changing any of these areas).

From ARTICLE XIX VETERAN FREE AGENCY
Section 1. Unrestricted Free Agents:
“…[any player] with four or more Accrued Seasons in any Capped Year, shall, at the expiration of his Player Contract, become an Unrestricted Free Agent.â€

From ARTICLE XVIII VETERANS WITH LESS THAN THREE ACCRUED SEASONS
Section 1. Accrued Seasons Calculation:
(a) For the purposes of calculating Accrued Seasons under this Agreement, a player shall receive one Accrued Season for each season during which he was on, or should have been on, full pay status for a total of six or more regular season games, but which, irrespective of the player’s pay status, shall not include games for which the player was on: (i) the Exempt Commissioner Permission List, (ii) the Reserve PUP List as a result of a nonfootball injury, or (iii) a Club’s Practice or Development Squad.
(b) For the purposes of calculating Accrued Seasons under this Agreement, for any League Year during the term of this Agreement beginning with the 1993 League Year, a player shall not receive an Accrued Season for any League Year in which the player is under contract to a Club and in which he failed to report to such Club at least thirty days prior to the first regular season game of that season, or in which the player thereafter failed to perform his contract services for the Club for a material period of time, unless he demonstrates to the Impartial Arbitrator extreme personal hardship causing such failure to report or perform, such as severe illness or death in the family. The determination of the Impartial Arbitrator shall be made within thirty days of the application by the player, and shall be based upon all information relating to such hardship submitted by such date. The determination of the Impartial Arbitrator shall be final and binding upon all parties.

From APPENDIX C NFL PLAYER CONTRACT
2. EMPLOYMENT AND SERVICES. …Player will report promptly for and participate fully in Club’s official mandatory mini-camp(s), official pre-season training camp, all Club meetings and practice sessions, and all pre-season, regular season and post-season football games scheduled for or by Club.
16. EXTENSION. Unless this contract specifically provides otherwise, if Player becomes a member of the Armed Forces of the United States or any other country, or retires from professional football as an active player, or otherwise fails or refuses to perform his services under this contract, then this contract will be tolled between the date of Player’s induction into the Armed Forces, or his retirement, or his failure or refusal to perform, and the later date of his return to professional football. During the period this contract is tolled, Player will not be entitled to any compensation or benefits. On Player’s return to professional football, the term of this contract will be extended for a period of time equal to the number of seasons (to the nearest multiple of one) remaining at the time the contract was tolled. The right of renewal, if any, contained in this contract will remain in effect until the end of any such extended term.

 

[arrellbee]

Please feel free to merge this if there is a better thread for it.

Reading through the old CBA leaves me a bit perplexed as to why it is even relevant whether a player like Branch reports after game 10.

As I read it in ARTICLE XVIII, FA occurs automatically once a player has 4 Accrued seasons at the point his existing contract expires. Based on the definitions of an accrued season (only place a could find a definition was ARTICLE XIX), Branch has already completed 4 (2002, 03, 04, and 05). I don’t get why accruing a 5th (6th, 7th, etc) is needed. And, section 1 (b) appears to indicate players don’t accrue a season no matter when they report if they fail to report to the club at least 30 days prior to the start of the season or fail to perform contract services (which by holding out one does). This section 1 (b) was the reason given for why Westbrook (Eagles) stopped his holdout after only a few days last year. So it obviously applies to at least some players.

So it seems to me the key thing for a player with 4+ accrued seasons would be determining when a contract expires. Since it is a 5 year contract, it is safe to say it was written to expire at the end of this season. But in the standard player contract there is a provision for extending a contract if a player refuses to perform his services under the contract (section 16 of player contract below). It would seem to me that a player holding out is the same as refusing to perform services (services defined in section 2 of the player contract below). If that interpretation is true, why wouldn’t a team toll a player and extend the contract “for a period of time equal to the number of seasons (to the nearest multiple of one) remaining at the time the contract was tolled.†And when actually could they toll it? Any legal minds out there want to take a shot at clearing this up?

Below are the sections of the CBA and standard player contracts referenced (from the old CBA – new CBA term sheet doesn’t mention changing any of these areas).

From ARTICLE XIX VETERAN FREE AGENCY
Section 1. Unrestricted Free Agents:
“…[any player] with four or more Accrued Seasons in any Capped Year, shall, at the expiration of his Player Contract, become an Unrestricted Free Agent.â€

From ARTICLE XVIII VETERANS WITH LESS THAN THREE ACCRUED SEASONS
Section 1. Accrued Seasons Calculation:
(a) For the purposes of calculating Accrued Seasons under this Agreement, a player shall receive one Accrued Season for each season during which he was on, or should have been on, full pay status for a total of six or more regular season games, but which, irrespective of the player’s pay status, shall not include games for which the player was on: (i) the Exempt Commissioner Permission List, (ii) the Reserve PUP List as a result of a nonfootball injury, or (iii) a Club’s Practice or Development Squad.
(b) For the purposes of calculating Accrued Seasons under this Agreement, for any League Year during the term of this Agreement beginning with the 1993 League Year, a player shall not receive an Accrued Season for any League Year in which the player is under contract to a Club and in which he failed to report to such Club at least thirty days prior to the first regular season game of that season, or in which the player thereafter failed to perform his contract services for the Club for a material period of time, unless he demonstrates to the Impartial Arbitrator extreme personal hardship causing such failure to report or perform, such as severe illness or death in the family. The determination of the Impartial Arbitrator shall be made within thirty days of the application by the player, and shall be based upon all information relating to such hardship submitted by such date. The determination of the Impartial Arbitrator shall be final and binding upon all parties.

From APPENDIX C NFL PLAYER CONTRACT
2. EMPLOYMENT AND SERVICES. …Player will report promptly for and participate fully in Club’s official mandatory mini-camp(s), official pre-season training camp, all Club meetings and practice sessions, and all pre-season, regular season and post-season football games scheduled for or by Club.
16. EXTENSION. Unless this contract specifically provides otherwise, if Player becomes a member of the Armed Forces of the United States or any other country, or retires from professional football as an active player, or otherwise fails or refuses to perform his services under this contract, then this contract will be tolled between the date of Player’s induction into the Armed Forces, or his retirement, or his failure or refusal to perform, and the later date of his return to professional football. During the period this contract is tolled, Player will not be entitled to any compensation or benefits. On Player’s return to professional football, the term of this contract will be extended for a period of time equal to the number of seasons (to the nearest multiple of one) remaining at the time the contract was tolled. The right of renewal, if any, contained in this contract will remain in effect until the end of any such extended term.

ARTICLE XVIII - I don't believe there is any doubt that Branch qualifies as an unrestricted free agent once his current contract expires.

ARTICLE XVIII VETERANS WITH LESS THAN THREE ACCRUED SEASONS - this should NOT apply to Branch so nothing here should have any bearing.

APPENDIX C NFL PLAYER CONTRACT - I also believe this says that a veteran with 4 accrued seasons qualifying toward free agency will get his contract tolled [extended] if "[he] refuses to perform his services under this contract".

Here is where I have such incredible heartburn with lawyers and legal contracts. They are so incredibly careless and imprecise about laying out terms with all conditions fully and clearly spelled out. And many times there is carelessness in where terms are put in the contract which leaves it ambiguous (fuzzy) as to the conditions under which they apply. Government laws are written with the same ineptitude. This is why our courts are jammed and law bookshelves are crammed with uncountable volumes of court decisions. (Enough of this rant)

In particular to this situation, even though the clause:

From ARTICLE XVIII VETERANS WITH LESS THAN THREE ACCRUED SEASONS
Section 1. Accrued Seasons Calculation:
(a) For the purposes of calculating Accrued Seasons under this Agreement, a player shall receive one Accrued Season for each season during which he was on, or should have been on, full pay status for a total of six or more regular season games...

is clearly in the section under veterans with less than three accrued seasons, I believe it may well be accepted as the ground rule in general - and as applying to cases such as Branch. With such general reporting in the entire media of this condition of six regular season games, I guess we can assume that the NFL and union operate under this as a general rule. It would be an interesting court challenge if the Patriots cared to pursue it considering how the CBA is writtenl

There is also something else to keep firmly in mind. This is a prototype player contract and I doubt if anyone in the media has access to the actual player contracts being written. It is possible that there is a general practice over the years to include in actual contracts clarifying language applicable to veterans with more than 4 years accrued toward free agency even though the language isn't in the prototype contract in the CBA.

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By the way, something that I have not seen reported ANYWHERE, but seems interesting in the context of holdouts is the following excerpt from the CBA. I don't believe it applies to Branch, because his current contract is a rookie contract, NOT signed as an unrestricted free agent, but it would apply to holdouts for veterans who have signed unrestricted free agent contracts.

ARTICLE VIII -

CLUB DISCIPLINE
Section 1. Maximum Discipline:
(a) ........
Unexcused late reporting for or absence from pre‑season training camp by a player under contract signed as an Unrestricted Free Agent pursuant to Article XIX (Veteran Free Agency)—maximum fine of $4,000 per day for the 1993‑95 League Years and $5,000 per day for the 1996‑2004 League Years, plus one week’s regular season salary for each pre‑season game missed.

 

[Miguel]

There is a precedent for Branch.
Joey Galloway in 1999.

He, too, was in the last year of his rookie contract. He held out until November.

 

[SBPatsFan]

Thanks for responding Arrellbee. I really appreciate your comments.

ARTICLE XVIII - I don't believe there is any doubt that Branch qualifies as an unrestricted free agent once his current contract expires.

I agree and I got a response from Florio at PFT and he said the same thing. The accrued seasons is a mute point because Branch already has enough to qualify for that part of the CBA wording.

ARTICLE XVIII VETERANS WITH LESS THAN THREE ACCRUED SEASONS - this should NOT apply to Branch so nothing here should have any bearing.

From Florio last year "Per Article LV, Section 16: "The headings in this Agreement are solely for the convenience of the attorneys for the parties, and shall not be deemed part of, or considered in construing or interpreting this Agreement."
"In other words, the language of the contract controls. Since nothing in Article XVIII limits the application of Section 1 to veterans with less than three accrued seasons, the rule applies to all players under contract."
So apparently the definitions of accrued season can apply to other situations but it is mute since Branch already has enough accrued seasons. So I agree with your conclusion.

APPENDIX C NFL PLAYER CONTRACT - I also believe this says that a veteran with 4 accrued seasons qualifying toward free agency will get his contract tolled [extended] if "[he] refuses to perform his services under this contract".

I agree.

...is clearly in the section under veterans with less than three accrued seasons, I believe it may well be accepted as the ground rule in general - and as applying to cases such as Branch. With such general reporting in the entire media of this condition of six regular season games, I guess we can assume that the NFL and union operate under this as a general rule. It would be an interesting court challenge if the Patriots cared to pursue it considering how the CBA is written.

Agreed. I think it is at least possible that the criteria for an accrued seasons is being mixed up with the criteria for a completed contract year and I don't think that as written they are definitively the same thing. These were basically my thoughts as well, it might represent an interesting court challenge.

There is also something else to keep firmly in mind. This is a prototype player contract and I doubt if anyone in the media has access to the actual player contracts being written. It is possible that there is a general practice over the years to include in actual contracts clarifying language applicable to veterans with more than 4 years accrued toward free agency even though the language isn't in the prototype contract in the CBA.

Understood and agreed.

By the way, something that I have not seen reported ANYWHERE, but seems interesting in the context of holdouts is the following excerpt from the CBA. I don't believe it applies to Branch, because his current contract is a rookie contract, NOT signed as an unrestricted free agent, but it would apply to holdouts for veterans who have signed unrestricted free agent contracts.

I have read this before and interpret it that a player like Porter from Pitt who was making noise about holding out but decided against it would have this clause as additional disincentive. Possibly intended to make higher paid players more reluctant to sit out since some make such considerable amounts of money that the fines alone would not be sufficient disincentive. Speculation on my part.

 

[SBPatsFan]

There is a precedent for Branch.
Joey Galloway in 1999.

He, too, was in the last year of his rookie contract. He held out until November.

Thanks Miguel. I agree that Galloway is for all practical purposes an identical situation. But I can't find anything in the language of the CBA or the standard contract the CBA provides that indicates why this precedent would be viewed as in accordance with what is actually in writing and I can find clauses that seem to call it into question if challenged. Misinterpreting aspects of legal documents does occur. Just last year the Eagles claimed to be completely unaware of the clause (section 1b from initial post) that required Westbrook to report by Aug 8 to accrue a season towards FA. They had apparently either failed to read the applicable section with sufficient scrutiny or misinterpreted its application and apparently would not have challenged him had he continued the holdout since they thought he was in compliance. IMO it is at least possible that Seattle did a similar thing and applied an incorrect aspect of the CBA (the accrued seasons part) to Galloway when it did not actually apply and everyone since is making the same mistake. It is also posisble that there is something written elsewhere or a past decision that addresses this issue but if so I have not been able to find it.