## Facts

- In December 1898, Michael Griffin signed a written contract with the Brooklyn Ball Club to play for Brooklyn during the 1899 baseball season for a salary of $3,500.
- The contract permitted Brooklyn to assign the contract to another National League club, and provided that upon such an assignment the contract would remain in full force.
- The contract also gave Brooklyn the right to renew Griffin’s services for up to two additional years at the same salary ($3,500 per year).
- In March 1899, Brooklyn notified Griffin that it had released/assigned him to the Cleveland Baseball Company.
- Cleveland did not treat itself as bound by Griffin’s Brooklyn contract and attempted to employ him for a lower salary.
- Griffin informed Cleveland that he was ready and willing to play for Cleveland if Cleveland honored the Brooklyn contract as written.
- Soon thereafter, Griffin was told that Cleveland released him to the St. Louis Baseball Association.
- St. Louis also sought to employ Griffin at less than $3,500 and on terms that differed from the Brooklyn contract.
- Cleveland and St. Louis later proposed arrangements that would have paid Griffin $3,500 for the 1899 season through side deals, but required him to sign new club contracts allowing the club to renew him for up to two more years at less than $3,500 per year.
- Griffin refused to sign those nonconforming contracts and did not play for Cleveland or St. Louis during the 1899 season.
- Griffin obtained other work at a brewery earning about $20 per day.
- Griffin sued Brooklyn for breach of contract seeking his 1899 salary; the trial court awarded $2,266 (the $3,500 salary less Griffin’s brewery earnings).
- Brooklyn appealed.

## Issues

1. Did Brooklyn’s purported assignment/release of Griffin to Cleveland (and the later transfer to St. Louis) relieve Brooklyn of liability when the other clubs would not perform on the original contract terms?
2. Did Griffin breach the Brooklyn contract by refusing to play for Cleveland or St. Louis on different terms, including a renewal arrangement permitting renewal at less than $3,500?
3. Did Griffin fail to mitigate damages by rejecting the Cleveland/St. Louis proposals to pay $3,500 for 1899 only if he accepted new contracts that reduced his renewal protection?

## Decision

- The Appellate Division affirmed the judgment for Griffin.
- Brooklyn remained liable because its right to assign did not end its obligations unless the assignee took the contract in full force and agreed to perform it on its original terms.
- Griffin did not breach by insisting on the contract he made; he was not required to accept substitute performance conditioned on materially less favorable terms, including reduced renewal protection.
- Griffin did not fail to mitigate: an employee need not accept other employment that is materially different or that requires surrender of substantial contract rights, and Griffin also obtained alternative earnings that were properly credited.
- Damages were properly calculated as the contract salary for 1899 ($3,500) minus Griffin’s actual earnings during the season, resulting in $2,266.

## Legal Principles

- A party’s contractual right to assign a personal-services contract does not, by itself, discharge the assignor’s liability; discharge requires an assignee willing to perform the contract as written.
- An employee ready and willing to perform under the existing contract is not in breach for rejecting an offer that substitutes different terms or reduces bargained-for protections.
- The duty to mitigate in employment-contract cases requires reasonable efforts to obtain other work, but does not require acceptance of employment that is materially different, more burdensome, or conditioned on giving up valuable contractual rights (such as renewal terms).
- For a fixed-term employment contract, damages generally equal the agreed compensation for the term minus amounts actually earned (and, where applicable, reasonably obtainable in comparable work) during the contract period.

## Conclusion

The court held Brooklyn liable for Griffin’s 1899 salary because Brooklyn’s attempted assignment did not provide Griffin performance of the same contract—Cleveland and St. Louis would not take him on the original salary and renewal terms—and Griffin was not required, either to avoid breach or to reduce damages, to sign replacement contracts that weakened his renewal rights; his recovery was properly reduced only by what he actually earned at the brewery during the season.


Griffin v. Brooklyn Ball Club, 73 N.Y.S. 864 (1902)