Saturday, February 24, 2018

Will Arizona owe Sean Miller more if they fire him with cause than without?

Word broke yesterday that Sean Miller is on tape talking about paying Deandre Ayton to come to Arizona.

Today, there are reports that Arizona will owe Miller the balance of his base salary even if they fire him "with cause," but only 50% of that if they fire him without cause. Can that possibly be correct?

Spoiler alert: No.

The argument based on this language in his contract:


And here is Section III, where Base Salary is defined:



This is being interpreted to mean that even if Miller is fired with cause, Arizona will owe him his Base Salary—the yearly salary, plus the $700k in "peripheral duties compensation"—for all those years left on his contract. Even though he won't be working, and indeed will have been fired in disgrace (presumably).

No. Arizona does not have to pay Sean Miller not to work if he's been fired with cause. What the language actually means is that Arizona's only obligation to Miller in the event of a firing with cause will be to pay him the Base Salary that he has earned. In other words, what is actually owed as of the date of termination.

That is the most reasonable interpretation of the language. A salary is not due until it is earned, and Miller will not be earning any salary after the date of the termination.

Moreover, the contract language on what Miller would be owed in the case of a termination without cause shows the parties used different language when talking about payments that would have been earned in the absence of a termination:

This language shows the parties understood that no further Base Salary would be owed after termination. They needed the "would have ... but for" language to identify those additional funds. That language isn't in the termination with cause provision.

Darren Rovell and others have interpreted these provisions to mean that after termination with cause Miller is owed 100% of his Base Salary that would have been owed to him but for termination and upon termination without cause he would only be owed 50%. That is just obviously incorrect. The "would have ... but for" language would have to be in the termination-for-clause provision for that interpretation to hold water.

Finally, even if it were reasonable and fair to interpret the contract to insert the language that Miller is entitled to 100% of what he would have been owed but for termination with cause, that interpretation would lead to obviously absurd results, and no court would countenance it. Imagine that Miller had just decided to move to Costa Rica and stop coaching. What could the university do? Surely they could terminate him with cause, but that would mean paying him everything he's owed. Ridiculous. 

Or say he had decided to take another job. The contract says explicitly what would happen in that scenario:

Supposedly, Miller would have to pay Arizona $500,000 in liquidated damages if he left for another job. But why would he do that? Why not just stop showing up for work, and show up for the other job instead? All Arizona could do is fire him, with cause, in which case they'd supposedly owe him all the base salary he would have earned but for the termination. Absurd.

Now, Miller may sue and advance this theory. It's plausible enough and there's enough money at stake that a lawyer may take the case. But probably not on contingency.

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