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[Clint]

Can Couture escape his contract? A brief look at contract law.

UFC 79 wasn't only an event that provided some great matchups, but it also provided some interesting news about the Heavyweight picture. During the broadcast, it was learned that Tim Sylvia will take on Antonio "Minotauro" Nogueira for the "interim" Heavyweight title belt. Many fans that follow the sport felt that this was inevitable. Randy Couture has all but stated he only wants to fight Fedor Emelianenko, and the UFC has assured us that they are not interested in co-promoting with M-1 Global to make the fight happen. There is one question that plagues the mind as far as this situation goes. Why would the UFC create an interim title fight instead of just stripping Randy Couture of his belt completely?

The Contract Clause

The main point that is floating around is that Couture's contract most likely has a champion's clause that either extended his contract for a longer term or creates a breach of contract if he doesn't fulfull his contract as the champion. It's already perceived that declining to fight Nogueira could very well have been a breach of contract, but as Adam Swift has wrote about in the past, the clauses in the contracts sometimes extend contracts indefinitely in some of the cases in which a fighter declines a fight:

This may the the exact clause that is causing Couture's contract to be extended, but then why maintain that Couture is still champion? Most likely, the champion's clause has more goodies that will hurt Couture's chances legally. What can Randy Couture actually do in court against such a contract? A question for contract law research.

Contract Law and concepts of escaping contracts

There are a few different ways that a fighter or anybody for that matter can prove in court that a contract is deemed unenforceable under law. This means that the contract cannot be enforced by the law because it has been deemed unfair in some way. Here's some of the typical reasons that have been used in the past successfully:

• Capacity to Contract: The idea that the individual who signed the contract was unable to understand what he/she was signing due to mental impairment or age. This can refer to someone signing a contract while completely intoxicated or influenced by drugs. Obviously, this is not a factor in this case.
  
• Undue Influence, Duress, Misrepresentation: This involves coercion, threats, false statements, and persuasion from outside parties on the party signing into the contract. All of these can void a contract if proven. These three terms are the basic legal terms that go along with this type of defense.
  
  • Duress: Party must show that the agreement was brought on because of a threat from a party that is deemed unlawful. It can also deal with a person not having any "reasonable" alternative, but to sign the contract. Blackmail.
    
  • Undue Influence: Improper persuasion that causes someone to enter into an agreement. This usually involves a play on power. A underling is forced to sign into a contract from a higher power. Parent/Child relationship, etc.
    
  • Misrepresentation: This deals with a false statement of fact, deliberate withholding of information, or an action that conceals a fact.
• Unconscionability: This concept most likely will be the focus of a legal battle if one occurs. Unconscionability deals with everything else that can happen with the unfairness of a contract. The key concept is that the terms of the contract must be "shocking to the conscience of the court" We will look at this later.
  
• Public Policy and Illegality: Signing a contract to do something immoral or illegal.
  
• Mistakes: Contract can be deemed unenforceable if there is found to be a mistake in the terms of the contract. This, of course, is a mutually agreed upon action by both parties.

Those are some of the terms that are used when moving into the arena of Contract Law and the concept of Enforceability. We aren't lawyers, but these terms do deal with the ideas and concepts that have to do with causing a contract to be unenforceable.

What could Couture's move be?

Let's take a step on the side of speculation and hypothetical theory for a second. We won't know for months what will be happening with the current situation between Zuffa and Couture, but if the situation moves to a legal environment, here's what could happen. If Couture ultimately determines that he was the subject of an unfair contract, a defense would most likely run along the lines of misrepresentation or unconscionability.

More than likely, the Unconscionability defense will be his best chance at defeating the contract's terms. If Couture and his lawyers can somehow convince a court that the clauses within the Zuffa contracts are "shocking to the conscience of the court", the court can deem the contract void. What could potentially be pieces of the contract that bring this type of "shock" to the court?

We don't know the exact clauses, but we can speculate as to some of them. As Adam Swift's article hinted toward, certain clauses actually extend the contract indefinitely. The problem is that when Couture signed this contract, it would be evident from his signature that he was agreeing to these terms. The entire process of deeming the contract void, however, is to determine whether that clause is unfair. To an extent, it could be said that extending the contract indefinitely could be deemed unfair due to the length of the extension.

Of course, that argument has its faults. Since Couture declined the Nogueira fight offer, is he already in breach of contract? It's possible that he breached contract, or caused a clause to be put into action. It is also possible that Zuffa simply kept Couture as the champion to also maintain the terms in the champion's clause as well. Would a court deem this as a "shock"?

What do you think?

Would a clause that extends a contract indefinitely due to a refusal to fight be deemed as a "shock" even if the fighter signed the contract? It does seem excessive to maintain on contract for what could be the rest of someone's career because of a refusal to fight.

Would a champion's clause that extends the number of fights or time of the contract be deemed unfair? It could be, but this falls into that area in which the fighter did know that if he obtained champion status, his contract would be extended.

Give us your thoughts.

[kc56]

There is more than that. There is the clause that if the fighter retires, the term of his contract is frozen. Clint, you pointed out that if the UFC keeps offering Randy fights that he declines, they will consider him "retired" and the term of his contract frozen.

I think it is laughable to envision Couture going to court and claiming duress or misrepresentation or unconscionability. Couture himself negotiated his contract. It was and is still (from what we know) the second best contract in the UFC (depending on what Chuck's PPV cut is).

Randy might have had a better chance if he tried to renegotiate his contract, or honored the contract and THEN complained about the "champions clause".

I think the UFC is showing "good faith" right now. And not just to be nice guys. The will go to court with a very full war chest, most likely bury Randy, and counter-sue for incredible legal fees and at least half of Randy's signing bonus.
I truly think they will make an example of Randy if this goes to court. It will be cheaper than opening a door to going to court with any fighter that thinks they are worth more money.

[maxp84z]

Originally Posted by kc56

There is more than that. There is the clause that if the fighter retires, the term of his contract is frozen. Clint, you pointed out that if the UFC keeps offering Randy fights that he declines, they will consider him "retired" and the term of his contract frozen.

I think it is laughable to envision Couture going to court and claiming duress or misrepresentation or unconscionability. Couture himself negotiated his contract. It was and is still (from what we know) the second best contract in the UFC (depending on what Chuck's PPV cut is).

Randy might have had a better chance if he tried to renegotiate his contract, or honored the contract and THEN complained about the "champions clause".

I think the UFC is showing "good faith" right now. And not just to be nice guys. The will go to court with a very full war chest, most likely bury Randy, and counter-sue for incredible legal fees and at least half of Randy's signing bonus.
I truly think they will make an example of Randy if this goes to court. It will be cheaper than opening a door to going to court with any fighter that thinks they are worth more money.

I agree to an extent. This is where you and I came half way the other week. If Randy atleast honored his contract as far as fighting 2 more times and THEN disputed the "champion clause" then he'd have more to stand on. He'd have more behind him and any reasonable jury would probably see it his way. The "champion clause" is a little ridiculous. I think that was yet another sticking point as to why Fedor did not sign with the UFC. Randy needs to suck it up, fight 2 more times in the UFC. Then move on. Randy thinking he'll be free and clear in October baffles me.

If Randy realistically wanted out of his contract, why is he not doing anything and trying to wait out a contract that cant be waited out??? LOL moron. The moment he walked away from the UFC Randy should have moblized the legal troops, lawyers etc to basically try to buy out his current contract, release his contract etc... Why is October the magic month???

Best case scenario for Randy and the UFC is basically try to renogiate his current contract. I know Dana doesnt like to budge, but to spare legal hell (and yes it will be legal hell) I know Dana is smart enough to come up with some sort of compromise. Taking this to the courts is just going to be long and messy. Randy should maybe fight one more time as HW, then maybe fight Elvis at LHW for his last match. IDK, think of something!!! You're a big time business man DANA! not a boxercise instructor anymore. Act like it.

[thebwit]

Maybe Couture should talk to Brock Lessnar about trying to get out of a contract... We all know how well that went (and for those of you who don't, Brock agreed when let go by WWE to not compete in anything that would be consider pro-wrestling for the span of like 10 years, which was fine when he thought he could make it as an NFL player)

[Clint]

Originally Posted by kc56

There is more than that. There is the clause that if the fighter retires, the term of his contract is frozen. Clint, you pointed out that if the UFC keeps offering Randy fights that he declines, they will consider him "retired" and the term of his contract frozen.

I think it is laughable to envision Couture going to court and claiming duress or misrepresentation or unconscionability. Couture himself negotiated his contract. It was and is still (from what we know) the second best contract in the UFC (depending on what Chuck's PPV cut is).

Randy might have had a better chance if he tried to renegotiate his contract, or honored the contract and THEN complained about the "champions clause".

I think the UFC is showing "good faith" right now. And not just to be nice guys. The will go to court with a very full war chest, most likely bury Randy, and counter-sue for incredible legal fees and at least half of Randy's signing bonus.
I truly think they will make an example of Randy if this goes to court. It will be cheaper than opening a door to going to court with any fighter that thinks they are worth more money.

Yeah the retirement clause is the other factor. If Randy retires he is fucked. That's why he keeps calling it a resignation but technically you can't resign from a contract. Thats not how contracts work. So he is either in default on the contract or he is retired.

[foundstarr]

IMO Randy has no leg to stand on, he signed a legally binding contract negotiated fully by himself. Its one of the best a UFC fighter can possibly get. He has no true legal reason or cause to be released from his contract, and the UFC will employ the best lawyers around to enforce it.

At this point I'm just disappointed in Randy, I loved to watch the guy fight. I've been a fan for almost a decade, in my mind this situation is ridiculous. You signed a contract to fight... So fight!

[maxp84z]

Originally Posted by foundstarr

IMO Randy has no leg to stand on, he signed a legally binding contract negotiated fully by himself. Its one of the best a UFC fighter can possibly get. He has no true legal reason or cause to be released from his contract, and the UFC will employ the best lawyers around to enforce it.

At this point I'm just disappointed in Randy, I loved to watch the guy fight. I've been a fan for almost a decade, in my mind this situation is ridiculous. You signed a contract to fight... So fight!

Well Lesnar did get out of his WWE contract somehow. I'm sure it costed a bundle. It's not impossible to breach a contract. It just takes time and courts... regardless!!!! I mean, look at it this way. Why would you want someone working for you that hates being there? Regardless of contracts. That's why in the REAL world. Employers dont have you sign a contract unless you're in some sort of union. It's like if you perform well, you'll keep your job, if not, you're releashed... Honestly, IF they cant come up with compromise. The UFC should just ask Randy for compensation to have his contract be ripped up. That is actually pretty standard.

[kc56]

Originally Posted by maxp84z

I agree to an extent. This is where you and I came half way the other week. If Randy atleast honored his contract as far as fighting 2 more times and THEN disputed the "champion clause" then he'd have more to stand on. He'd have more behind him and any reasonable jury would probably see it his way. The "champion clause" is a little ridiculous. I think that was yet another sticking point as to why Fedor did not sign with the UFC. Randy needs to suck it up, fight 2 more times in the UFC. Then move on. Randy thinking he'll be free and clear in October baffles me.

If Randy realistically wanted out of his contract, why is he not doing anything and trying to wait out a contract that cant be waited out??? LOL moron. The moment he walked away from the UFC Randy should have moblized the legal troops, lawyers etc to basically try to buy out his current contract, release his contract etc... Why is October the magic month???

Best case scenario for Randy and the UFC is basically try to renogiate his current contract. I know Dana doesnt like to budge, but to spare legal hell (and yes it will be legal hell) I know Dana is smart enough to come up with some sort of compromise. Taking this to the courts is just going to be long and messy. Randy should maybe fight one more time as HW, then maybe fight Elvis at LHW for his last match. IDK, think of something!!! You're a big time business man DANA! not a boxercise instructor anymore. Act like it.

Yeah, I do think that maybe after a long time, you and I are finally almost on the same page. If Randy would have honored his contract and then said, "hey wait a minute, I'm done with the UFC, let me out" that would have made more sense, and I would still respect Randy.

When you read and sign a contract, that is the time to speak up if you don't like something. Not when you have already collected a half million dollar signing bonus that was intended to cover a 4 fight contract.

Just think, if Randy would have honored his contract, he could have been fighting Fedor by the middle of this year. As it stands now, it looks like he will spend more time than that arguing. And as I have said, the sun is going down on Randy, his career, his chances, and I truly believe, his fan base too. This stunt isn't winning him any new fans. In fact, I would wager that it is losing him fans.

Originally Posted by maxp84z

Well Lesnar did get out of his WWE contract somehow. I'm sure it costed a bundle. It's not impossible to breach a contract. It just takes time and courts... regardless!!!! I mean, look at it this way. Why would you want someone working for you that hates being there? Regardless of contracts. That's why in the REAL world. Employers dont have you sign a contract unless you're in some sort of union. It's like if you perform well, you'll keep your job, if not, you're releashed... Honestly, IF they cant come up with compromise. The UFC should just ask Randy for compensation to have his contract be ripped up. That is actually pretty standard.

The main point of Brock getting out of his WWE contract was a non-compete clause. I know some people were concerned that by going to the UFC Brock could get in trouble with the WWE, but it was determined to be ok. I'm sure that Dana would let Randy out of his contract if he would never fight again. That is the "retirement clause"

Not to mention, Dana and the UFC have more money than Randy has or could hope to have. They would rather ice him than get even 1-2 million dollars. I would bet on it.

And no, contracts are signed in the real world all the time even without unions. ESPECIALLY when there is a term, or money is given up front. When most companies give you money or compensation up front, you are made to sign a contract.

If my company pays $50,000 to move me to another state or territory, I sign a contract stating that I will be employed for a term of at least 4 years. The amount of the relocation package is held against me and the cost is pro-rated (for example, if I quit in 2 years, I need to pay back $25,000)

[pub15]

somebody said randy has no leg to stand on (contract) wise... this whole thing is getting old, randy sign a contract walk in the octagon when the ref says fight take a punch fall down tapp contract over... we can all move on and no more INTERN BELTS.... yes i know, maybe dumb but it will put an end to this shit.

[maxp84z]

Originally Posted by pub15

somebody said randy has no leg to stand on (contract) wise... this whole thing is getting old, randy sign a contract walk in the octagon when the ref says fight take a punch fall down tapp contract over... we can all move on and no more INTERN BELTS.... yes i know, maybe dumb but it will put an end to this shit.

No, If i were Randy, I'd fight to win my heart off, If I lost, I'd then just say, I laid down the fight. LOL WIN/WIN.