## Facts

- The Score Board, Inc., a New Jersey company selling sports memorabilia, negotiated a licensing/autograph arrangement with Kobe Bryant in 1996 while Bryant was 17.
- Score Board sent Bryant a signed written licensing agreement; Bryant rejected it and returned a signed counter-offer on July 11, 1996, changing at least one material term.
- Score Board asserted it accepted the counter-offer by signing it, but it could not produce its signed copy because it was misplaced.
- The parties performed as if bound: Bryant made appearances and provided autographs for about 18 months, and Score Board paid him under the deal, including a $10,000 payment.
- After turning 18, Bryant deposited the $10,000 check and continued to perform and accept benefits without promptly repudiating the agreement.
- Score Board later filed Chapter 11 and sought to sell substantially all assets, including its rights under the Bryant contract, to Oxxford Express, Inc.
- In the bankruptcy case, Bryant challenged the contract’s existence and argued that, as a minor when he signed, he could disaffirm and had not ratified after reaching majority.

## Issues

1. Whether an enforceable contract existed despite the debtor’s inability to produce a copy signed by the debtor.
2. Whether Bryant’s post-majority conduct constituted ratification, barring disaffirmance based on infancy.
3. Whether the bankruptcy court properly treated the contract as estate property that could be sold and declined to lift the automatic stay.

## Decision

- The district court affirmed the bankruptcy court.
- The court held an enforceable contract existed, proven by the parties’ mutual conduct and extended performance, notwithstanding the missing signed writing.
- The court held Bryant ratified the agreement after reaching majority by accepting benefits (including depositing the $10,000 payment) and continuing performance without timely repudiation.
- The court found no cause to lift the automatic stay and allowed the contract to be included in the debtor’s asset sale.

## Legal Principles

- A contract may be established without producing a signed writing from one party when the parties’ conduct and performance show mutual assent to material terms.
- A minor’s contract is generally voidable, not void, and may be affirmed after majority.
- Ratification occurs when, after reaching majority, the former minor accepts contractual benefits and/or continues performance without prompt disaffirmance; ratification extinguishes the power to avoid the contract.
- In bankruptcy, a valid, enforceable, and non-avoided contract right constitutes property of the estate that may be transferred through an authorized asset sale.

## Conclusion

The court upheld the enforceability of the Bryant licensing agreement based on performance and course of dealing and held that Bryant’s post-majority acceptance of payment and continued performance ratified the contract, permitting its treatment as estate property subject to sale in bankruptcy.


In re The Score Board, Inc., 238 B.R. 585 (D.N.J. 1999)