METROPOLITAN EXHIBITION CO. tl. EWING.
1890, to October 31, 1890. It is equally plain that the salary for the ensuing season is to be the same ,as that for the season of 1889, unless the parties mutually consent to a change. But what is the character of the option which the plaintiff is permitted to exercise? What is the right to "reserve" the defendant? If it is the right to retain and have his services as a base-ball player for the season of 1890, when is the right of election to be manifested, and upon what terms are these services to be rendered? Can the club wait until April 1, 1890, before it manifests its intention to exercise the option? Is the club to pay the defendant's board and lodging while he is "a!?road," serving the club, during the season of 1890? Can the club discharge him at any time during that season on 10 days' notice? Are the Penalties for intoxication, gambling, or insubordination enforceable during the season of 1890? In short, does the contract em body the definite understanding of the parties to it in respect to their reciprocal rights and obligations after the season of 1889 shall have ended? If the term, "the right to reserve," has no defined meaning. and there were no extrinsic sources by which to ascertain the sense in which it is used by the parties, it would be an ambiguous phrase. As applied to a contract for personal services, the right to reserve would convey a very unintelligible conception of the conditions and incidents of the service to be rendered or enjoyed. A contract by which one party agrees, for an equivalent, to reserve himself for another for a stated period, or to reserve himself as a lawyer or doctor or artist or laborer for a specified term, would very inadequately express a to devote his professional or manual services eXclusively to the other during that period; and the promise of a base-ball player to reserve himself for a particular club for a given season would hardly, without more, convey any definite meaning of the understanding of the parties. It certainly would not bind him to submit to any special rules 01' regulations respeQting the performance of his services not expressly consented to, or not to be necessarily implied from the nature of the employment and the situation of the contracting parties. If it had been the meaning of the contract to allow the club to renew the engagement of the defendant for a second season upon the same conditions as those for the first season, that intention could have been easily and unequivocally expressed. As it is, it is left wholly to implication, unless the "right to reserve" is a term having a defined and specific signification. This ambiguity suggests such grave doubt as to the meaning of the clause that in two adjudged cases, in which it has been considered by the courts, the judges have thought it too indefinite to be enforceable. In Exhibition Co. v. Ward, 9 N. Y. Supp. 779, (in the supreme court of tbis state,) Mr. Justice O'BRIEN was of the opinion that the failure to provide for the terms and conditions of the contract for the second season rendered the clause so indefinite and uncertain that it could not be the basis of equitable relief, or that it meant that every player is bound for the ensuing season upon the same terms and conditions as those of the first season, including the signing of a new contract containing the option to reserve. In Philadelphw Ball Club v. Hallman, in the court of common pleas of Philadelphia, J udge
was Of the QpiDJon that the failure to designate the terms and conditions of the new engagement under which the player is to be reserved .rendered wholly uncertain, and therefore incapable of l'inforcement.. 'Vhere .the terms employed to express some particular condition of a contract are ambiguous. and cannot be satisfactorily explained by reference to other parts ofthe contract, and the parties have made other contracts in respect to the sam.e subject-matter, and apparently in pursuance of ,the Same general purpose, it is always permissible to examine all of thenl together ina,id of the interpretation of the particular condition; and l ,if it is found.tbat tbe ambiguous term bas a plain meaning by a compatison of tbe ,several contracts and an examination of theirprovisjon&, twt meaning should be attributed to it in the particular condition. ,So, alflol·ifit appears that the term used has an established meaning among those engaged, in the business to which the contract bas reference, and,unless it is given tbat meaning, is indefinite and equivocal. it should be treated, in interpreting the contract,as used according to that underand in construing a contract the court is always at liberty to look the ellrroun<,lingfl,nd "antecedent circumstances,arid. avail itself of tbe :light, of anyextriosicJacts which will enable it to view the contract from thElstand-pointof tbe parties, at the time when it was. made. In the presentcase. it will satisfactorily appear, by resort to tbese sources ofin,ter,pretp,tjon, that the,;term "right to reserve" is used in the contract in .,the sense that obtains in base-ball nomenclature, and tbat it is intended to signify an option, the character of which was well understood by baseball clubs and professional players when the present contract was made. Obviously, the right ,to reserve given by the eigbteenth clause of the is the same thing as the right of reservation mentioned in that part of the contract. which provides that the present club may disband, and transferitsright of reservation to some other club. The agreement is in a form commoll,to all contracts between base-ball clubs organized unde)) whatjs known as the "national agreement" and professional players, a form which is pl'escribed by the national agreement. The national agreement.is a .compactbetween the various base-ball associations consti. tuting tbeNational League Base-BalL Clubs and the American Association of Base-Ball Clube, made with a. view to regulate the rights and obligations Qf themembets as respects one another. One of its paramount features consists of provisions regulating the privilege of clubs to reserve a stated np.mber of players. The provisions are framed to prevent any club 'of the National 'League or the American Association from engaging a player .already reserved by another, and to render the player so reserved ineligible for;employment by any other club. They require each club, ,on the 10th :day of October in each year, to transmit to all the other clubs It ,reserved list of players, not exceeding 14 in number, then under dlontract.,and:of such players reserved in any prior list who have refused to :contract for aootper year, and declare such players inelip;ible to contract with anyotMrclub. Inasmuch as the parties to the national all, the clubs in the country
METROPOLITAN EXHIBITION CO. '/1. EWING.
which professional players,this national agreemem,by tiOll, but practically, affects every professional player, and, subordinates his privilege of engaging as he chooses to the option of the club by which he is under reservation. As is stated in a recent publication edited by a prominent professional player:
"The most important feature of the national agreement, unquestionably, is the provision according to the club members the privilege of reserving a stated number of players. No other club of any association under the agreement dare engage any player so reserved. To this rule, more than any other thi ng. does base-ball. as a business. owe its present substantial standing. By preserving intact the strength of the team from year to year, it places the business of base-ball on a permanent basis, and thus offers security to the in vestment of capital. The reserve rule itself is a usurpation of the player's rights; but it is, perhaps, made necessary by the peculiar nature of the ball business·. and· the player is indirectly compensated by the improved standing of the game. The reserve rule takes a manager by the throat, and compels him to keep his hands off his neighbor's enterprise."
In the contracts between clubs and players as framed prior to November, 1887, there was no provision by which the player consented to the option for reserve on the part of the club. But the contracts did contain a condition that the player should conform to, ani! be governed by, theeonstitution and provisions of the national agreement; and the player thereby assented to become ineligible for engagement by any other club of the league during the season of his engagement by a particular him for an ensuing year on the club, or while the option of part of that club remained in force. Changes were made from time to time in various features of the national agreement.. ; The players were obliged to inform themselves of the latest changes, in order to understand the precise terms of their contract with the clubs. They became unwilling to consent to a form of contract by which they were to be subjected .to conditions not mentioned in the contract itself. In November, 1887, a committee representing the professional players met a committee representing the parties to the national agreement for the purpose of agreeing upon certain changes to be made in the form of the contract. The committees finally agreed that the obnoxious clause in the contract should be orriitted,and the clause now found in the eighteenth article of the clause giving to the club. should be inSerted. This was the by the contract itself, the option of reserve. The clause was manifestly inserted in order to give, by an expreSs condition, the right of reservation to the clubs which theretofore the players had only given by agreeing to be bound by the terms of the national agreement. Byascertaining what. that right of reservation w·as, it can be plainly seen what the parties had in mind in using the term in the present cbntract. If, when thecontraet was made, the term had a well-understood definition, there. was no necessity to particularize in the contract the conditions or characteristics of the option. Refel'ence has already been made to the provision of the national agree-ment requiring each club, on the 10th day Of October in each year, tq transmit to all the other clubs a reserved list of players, and declaring
such players ineligible to contract with any other club. This provision is to be read in connection with another provision of the national agreement, which prescribes that no contract shall be made "for the services of any player byany club for a longer period than seven months, beginning April 1st and terminating October 31st, and no such contract for services to be rendered after the expiration of the current year shall be made prior to the 20th day of October of such year." The two provisions, read together, allow a period of 10 days to intervene between the time when a club can exercise the privilege of placing a player upon its reserved list and the time when it can make a contract with him for services to be rendered in an ensuing year, thus emphasizing a distinction between the right to treat the player as reserved and the contract which is to the terms upon which the reservation is to be complete. The effect of these provisions is that, when the club has exercised its privilege of reservation, no other club is permitted to negotiate with the player; but the club which has placed him upon the reserved list, and no other, is then at liberty to enter into a contract with him to obtain his services for an ensuing year. Consequently the right of reservation than a prior and exclusive right, as against the is nothing more or other clubs, to enter in,to a contract securing the player's services for another season. Until the contract is made which fixes the compensation of tQe.player and the other conditions of his service, there is no definite oq:omplete obligatiOn upon his part to engage with the club. He agrees thai. he will not negotiate with any other club, but enjoys the privilege of engaging with the reserving club or not, as he sees fit. Read with,this understanding, the clause in question by which the privilege of reserving the defendant is given to the club expresses definitely the terms of tbe option. If the club exercises the right of reservation, it agrees.in advance that the player shall receive at least as large a salary as he has received during the current year, and leaves it open to him to con tract on that hasis for the next season, or to insist on a larger salary. All the otber terms of the engagement are matters of negotiation between the c,lu):) and the player. The law implies that the option of reservation is tC)be,exercised within a reasonable time; but when this has been done the.rigJJt:to reserve the player becomes the privilege, and the exclusive privil,ege, as between the reserving club and the other clubs, to obtain his services for another year if the parties can agree upon the terms. As a coercive, condition which places the player practically, or at least measurably, ,1nasituation where he must contract with the club that has reserved hipl, or face the probabilityoflosing any engagement for the ensuing. season, it is operative and valuable to the club. But, as the basis for an action for damages if the player fails to contract, or for an action to enforce specific performance, it is wholly nugatory. In a legal sense, it is contract to make a cqntract if the parties can agree. It may be that heretofore the clubs have generally insisted upon treating the option to reserve as a contract by which they were entitled to have of the player for the next season upon the terms and condithe tions of the first season, and even requiring him to enter into a new con-
EDISON t1. GILULAND.
tract containing the option for reservation; and it may be that the players have generally acquiesced in the claims of the clubs. However this may be, the players were not in a position to act independently; and, if they had refused to consent to the terms proposed by the clubs, they would have done so at the peril of losing any engagement. The facts, therefore, are not such as to permit any weight to be given to the acts of the parties as evincing their own construction of the contract. It follows that the act of the defendant in refusing to negotiate with the club for an engagement for the season of 1890, while a breach of contract, is not the breach of one which the plaintiff can enforce. The motion for an injunction is denied.
EDISON 'l1. GILLILAND
(Circuit Court. S. D. New York. April 9,1890.)
PRISCIPAL AND AGENT-FRAUD-PLEADING.
A bill which alleges that defendant, as plaintiff's agent for the sale of stock, found a purchaser willing to pay $750,\.00 for the stock and for a claim held by defendant against the corporation issuing it; that defendant's claim was worth only $75,000, but that defendant so arranged the sale that $500,000 represented the price of the . st.ock, and $2.50,000 the value of defendant'!! claim; and that plaintiff, relying on defendant's representation that the purchaser had agreed to pay $500,000 for the stock, and $75,000 for defendant's claim, and ignorant that the price was $750,000 for both, entered into an executpry fill' the sale of his !ltock for $500,000, and that defendant had been paid $250,000 for his claim,-is fatally defective because it does not disclose that plaintiff ever parted with hisstcck, or had other wise been a loser in consequence of defendant's alleged misconduct.
On demurrer to bill.
Eugene H. for plaintiff. Frederick R. Coudert and W. Bourke Cockran, for defendants.
W AL;LACE, J. Briefly stated, the cause of action set forth in the bill of complaint is that the plaintiff, being the owner of certain shares of stock in a corporation, authorized the defendant Gilliland to find a chaser, and .negotiate a sale of the stock; that Gilliland got the defend. ant Tomlinson to assist him in negotiating the sale for a share of the rrofits; that Gilliland had a claim of his own against the growing/out of an agency contract 1 of the value of about 875,000; Gilliland and Tomlinsonfoulld a purchaserin the person of one Lippincott, who was willing to buy the plaintiff's stock; that they represented to the plaintiff that Lippincott was willing to pay $500,000 for the stock and .$75,000 for Gilliland's claim against the corporation; that thereupon into an executory written contract with Lippincott for the sale of the stock at the price of 8500,000, to be paid, at a future day, upon the delivery by plaintiff of the shares to Lippincott; that, in fact, Gilliland and Tomlinson had negotiated with Lippincott for a purchase by which he was to give 8750,000 for the stock and