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Words matter, the use of “and” versus “or” may cost the Cleveland Browns $250,000,000. In 2022, in an unprecedented contract, the Browns guaranteed quarterback Deshaun Watson $250,000,000 when they traded for him while he was under the cloud of numerous sexual abuse lawsuits. Fast forward to today and Watson is facing a new sexual abuse lawsuit and he has been performing terribly on the field. The bad play coupled with the new allegations likely has the Browns looking for a way out. The problem is the contract they signed may not allow the Browns to extricate themselves from this situation. As a Ravens fan, I am elated.
When this contract was signed it seems that the Browns tried to give themselves a way out if anything beyond the then known sexual abuse lawsuits was discovered. That portion of the contract says “Player hereby represents and warrants (except as otherwise disclosed to club in writing), as of the date hereof, that (1) Player has not been charged with, indicted for, convicted of or pled nolo contendre to any felony and/or misdemeanor involving fraud or moral turpitude, (ii) Player has not engaged in conduct which could subject him to a charge, indictment or conviction of any such offense, and (iii) no circumstances exist that would prevent Player’s continuing availability to the Club for duration of this Contract.” The problem with this way is the use of the word “and” instead of “or” means Watson had to do all three of these things, not just one of the three.
When he signed the contract, he did not fail to disclose any crime that he had “been charged with, indicted for, convicted of or pled nolo contendre to any felony and/or misdemeanor involving fraud or moral turpitude.” Because he has only arguably committed one of the three acts, the Browns may not be able to get out of this this ill-advised contract.
This is why it is important to scrutinize the language of any agreement you are entering into so that you fully understand what every word means.
Don’t get stuck with an underperforming quarterback or contractual partner. Go Ravens.
Aidan Smith is an AV rated trial attorney who has represented individuals and businesses of all sizes in state and federal courts and before arbitration panels throughout the State of Maryland. He practices in the areas of commercial litigation, real estate litigation, business dispute resolution, general civil litigation, criminal defense and family law. He can be reached at 410-339-6764 or asmith@pklaw.com.
