In a recent lawsuit filed against the University of Miami, former football coach Randy Shannon alleges that the school breached its contract with him by prorating his compensation after he was terminated. According to Shannon, the contract itself does not address proration in the event of early termination. Whether or not a breach occurred is not black and white even where a contract term is ambiguous. Had this lawsuit been brought under New York contract law, a judge would have to make a determination based upon the totality of the circumstances. If you feel that your employer breached its agreement with you, a New York business litigation lawyer can assist you in evaluating whether you have a claim.

Many people mistakenly believe that if a contract provision is ambiguous or unclear, it is unenforceable. This is not necessarily the case. Instead, the decision is left to the court, which must determine whether the contract provision is ambiguous. The court uses the following standard, as laid out by E.R. Squibb & Sons, Inc. v. Lloyd’s & Cos., 241 F.3d 154, 174 (2d Cir. 2001) [quoting Lightfoot v. Union Carbide Corp., 110 F.3d 898, 906 (2d Cir. 1997)]:
  • Determine whether more than one meaning can be attached to the provision when viewed objectively by a reasonably intelligent person
  • Such reasonably intelligent person is one who has examined the context of the entire integrated agreement 
  • Such reasonably intelligent person is also one who is cognizant of the customs, practices, usages, and terminology as generally understood in the particular trade or business

If the provision is determined to be ambiguous, a judge or jury must then decide what the clause means based upon the totality of the circumstances.

As such, had Coach Shannon’s action been brought in this state, a New York breach of contract may not have occurred even where the contract did not explicitly state that compensation can be prorated following early termination.

For more information about what to do when you suspect a breach of contract, contact a New York breach of contract attorney today at (888) 497-3410 for a consultation. 
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