Or You Can Just Get the Year Wrong …

Most of the posts on this blog involve some measure of subtlety, so it’s gratifying to encounter something entirely basic, namely a contract reference to the year 2012 that should have been a reference to the year 2011. The following is from this post on ESPN.com by Chris Mortensen and Adam Schefter:

A dispute over contract language that affects seven fired Jacksonville Jaguars assistant coaches for more than $3 million in salary may have been one of the factors that led to the dismissal of Paul Vance, the team’s senior vice president of football operations and general counsel, according to league sources.

A source said the dispute is over an amount of money between $3.5 million and $4 million.

The seven assistants had signed extensions in 2010 and the club believed it was for two years that would expire at the end of the 2011 season. However, the applicable clause in dispute states, “shall terminate on the later of January 31, 2012 or the day after the Jaguars’ last football game of the 2012 season and playoffs … ”

Consequently, the assistant coaches want to be compensated for the 2012 season, especially if they remain unemployed. Those coaches’ specific names have not been confirmed.

Vance, who was dismissed Sunday as the team’s senior vice president of football operations and general counsel, called it an incorrect reference and that it “should have read the 2011 NFL season.” Vance termed it an error and “there was no intent on your part or our part of the club to establish a contract for the 2012 season,” according to a correspondence acquired by ESPN that was sent to the coaches.

Currently, the dispute remains between the club and the coaches, but without resolution could end up as a formal grievance filed with the league office, sources said.

It seems clear that the reference to the 2012 season is a mistake: as noted by Patrick Lamb in this post, “if the reference was really to the 2012 season, which doesn’t start until next September, there is no way January 31, 2012 could ever be ‘earlier.'”

But sometimes clearing up a mistake can create enough of a nuisance that it’s ultimately cheaper to settle. Presumably that’s what the fired assistants are hoping for.

It’s not hard to see how this problem arose. A cause of low-grade dissonance in American football is that the highlight of a given season—the Super Bowl—takes place in the year following the year used to designate that season. It would be understandable for someone to use incorrectly the year of a given Super Bowl when referring to the season of that Super Bowl, particularly someone who isn’t steeped in football. Perhaps this contract was drafted by outside counsel.

By the way, it’s unlikely that this mistake was a typo, unless you have an expansive notion of what constitutes a typo. For more about that, see this August 2010 blog post on AdamsDrafting.

About the author

Ken Adams is the leading authority on how to say clearly whatever you want to say in a contract. He’s author of A Manual of Style for Contract Drafting, and he offers online and in-person training around the world. He’s also chief content officer of LegalSifter, Inc., a company that combines artificial intelligence and expertise to assist with review of contracts.