## Facts

- A television network employed a prominent sportscaster under a written personal services agreement running from 1978 to March 5, 1980.
- The contract contained a 90-day renewal mechanism requiring the sportscaster, if the network elected, to negotiate in good faith for an extension, including a 45-day period of exclusive negotiations.
- The agreement also contained a post-expiration, three-month right-of-first-refusal-style restriction requiring the sportscaster, before accepting other sportscasting employment, to give the network an opportunity to employ him on substantially similar terms.
- Re-employment discussions began before the formal 90-day period; the network did not accept the sportscaster’s proposed terms until early January 1980.
- During the period when negotiations were to be exclusive, the sportscaster began discussing employment with a competing network without informing his current employer.
- In early February 1980, before the contract expired, the sportscaster reached a binding agreement with the competitor to begin work immediately after the March 5, 1980 end date.
- The sportscaster resigned effective at the contract’s expiration date; the original employer attempted to meet his demands but he declined.
- The original employer sued seeking specific performance of the renewal/right-of-first-refusal clause and an injunction barring the sportscaster from working for the competitor.
- The trial court denied equitable relief; the intermediate appellate court found contractual breaches but still denied equitable relief; the state high court reviewed whether equitable relief was available.

## Issues

1. Whether the sportscaster breached (a) the good-faith and exclusivity negotiation obligation and/or (b) the post-expiration right-of-first-refusal provision.
2. If a breach occurred, whether equity could grant specific performance or a negative injunction preventing competitive employment after contract expiration.

## Decision

- The court held the sportscaster breached the good-faith negotiation obligation by negotiating with the competitor during the agreed exclusivity period and by failing to negotiate as required.
- The court held the sportscaster did not breach the post-expiration right-of-first-refusal provision because his binding commitment to the competitor occurred before the contract expired, and the clause was read to apply to offers accepted after expiration.
- The court affirmed denial of equitable relief, rejecting both specific performance and a post-expiration negative injunction that would keep the sportscaster off the air.
- The court left the employer to pursue money damages rather than injunctive relief.

## Legal Principles

- A contract provision requiring parties to negotiate in good faith can be enforceable and can be breached when a party acts inconsistently with agreed exclusivity and honest dealing.
- Courts will not order specific performance of personal services contracts, including attempts to recast relief as enforcement of a renewal or first-refusal mechanism when the practical effect would control where the individual must work.
- Negative injunctions restraining competition are generally not granted after an employment contract ends unless necessary to prevent tortious conduct or to enforce an express restrictive covenant that is reasonable in time, geographic reach, and scope.
- In the absence of a clear, bargained-for noncompetition covenant, equity will not impose a restraint that interferes with an individual’s livelihood and restricts competition.
- Where monetary damages can address the injury, they are the preferred remedy over extraordinary equitable relief in this context.

## Conclusion

The court recognized liability for breach of an enforceable good-faith negotiation obligation but refused to convert that breach into post-expiration specific performance or a noncompete-like injunction; absent an express, reasonable restrictive covenant or tortious conduct, the employer’s remedy was damages.


American Broad. Cos. v. Wolf, 52 N.Y.2d 394 (1981)