Jay & Conan - Best Legal Analysis Roundup
Although the whole Leno-Conan-NBC mess appears to have now been settled by the parties, it's well worth looking more closely at the contractual issues involved which influenced the terms of that settlement. For a great overview of the legal issues involved, visit Conan the Contractarian at the ContractsProf Blog. And of course, some legal issues remain unanswered. I'd like to start by recognizing what seemed to me to be the most cogent legal analysis of the situation. Then in the Part 2 which will be my next post, I have some of my own observations about what is truly an excellent example of what contract law really is and how it actually works in "real life".
Which is probably why I want to start with a practical "Everyman" take on what the restr of us can take from the entire fiasco, then move on to a more academic and scholarly analysis, followed by a pragmatic application of those foundational principles, and finished with a chaser of a business oriented "brass knuckles" approach to determining who had the "leverage" to make the rules of contract law really work for them. So here goes..........
The Leno Deal,,, Be Careful What You Wish For >>>> David Willis of the Texas Small Business Law blog takes a stab at some important lessons the rest of us can take from the gigantic contract mess now facing NBC. His important points:
- The terms of the contracts with the hosts do not meet the terms of the contracts with the affiliates. A company's contracts can be interdependent. Change the terms of one and it can also affect what happens in other contractual relationships. In simple terms, NBC didn't really think about the influence of the affiliates when it moved Jay and is now paying the price.
- Firing an employee with a contract can be expensive. "The lesson for business owners is be careful of what you contract for because contracts are binding obligations and they can limit the decisions you can make."
- Take advantage of the opportunity to maximize or limit your damages.
Contract Law Issues in the Conan-NBC Affair and Conan NBC Contract Issues II >>>> Lawrence Cunningham of Concurring Opinions provides an excellent detailed and quite scholarly analysis of the many contractual issues raised by the NBC-Conan-Jay circus. His overall assessment of the situation describes the situation found in most breach of contract circumstances:
Ongoing discussions between NBC and Conan illustrates the notion of bargaining in the shadow of the law, working out arrangements in light of known or probable legal claims and cosequences. Non-legal forces of course are at work. Conan's legal position, still incrementaly weaker to me.... may play a role in his decision to communicate directly to the public. But his public relations gambit may also be deftly designed for other reasons [such as disaffecting viewers from NBC by paiting himself as the "guy in the white hat".]
In NBC Did Breach Conan's Contract - Here's Why, Rachael Sklar focuses more informally on the various legal arguments as to whether Conan was contractually entitled to have his show start at 11:35 PM, concluding that he was. Her analysis brings in many of the most treasured contract principles such as reliance and "spirit of the agreement" and is quite interesting in its description of various "facts" supporting her conclusion. However you think things should have turned out, this account is well worth reading.
In Conan/Leno Madness: Parsing the Legal Ramifications, Conan/Leno Madness: The Legal Case for Conan, and Conan/Leno Madness: The Legal Case for NBC, the THR, Esq blog (aka The Hollywood Reporter) examines the strength of NBC's argument that because Conan's contract didn't specify a time slot, moving Conan to 12:05 would not be a breach of his contract. Fascinating stuff. Interesting "brass knuckle" approach to determining who has the leverage to make contract law principles work for them.
