## Facts

- The Los Angeles Rams Football Club (an NFL member) sought exclusive rights to Billy Cannon, a highly recruited Louisiana State University football player.
- Before Cannon’s final college game (the Sugar Bowl on January 1, 1960), Rams officials negotiated with Cannon while attempting to avoid jeopardizing his amateur eligibility.
- After the Rams obtained draft rights to Cannon, Cannon and the Rams signed three separate standard-form NFL player contract documents for the 1960, 1961, and 1962 seasons.
- Cannon received two “bonus” checks from the Rams ($10,000 and $500) but neither endorsed nor cashed them; he later returned them.
- Each document stated it would become “valid and binding” only “when, as and if” approved by the NFL Commissioner.
- The Rams submitted only the 1960 document to the Commissioner for approval; the 1961 and 1962 documents were not submitted.
- Cannon later agreed to play for a team in the rival American Football League and notified the Rams on December 30, 1959 that he would not play for them.
- The Rams sued under diversity jurisdiction seeking (1) a declaration that valid contracts existed and (2) an injunction preventing Cannon from playing professional football for any other team during the alleged contract term.

## Issues

1. Whether enforceable contracts existed obligating Cannon to play exclusively for the Rams for the 1960–1962 seasons.
2. Whether the Commissioner-approval clause made Commissioner approval a condition precedent to contract formation (as opposed to performance).
3. If an enforceable contract existed, whether equitable relief (injunction and declaratory judgment) was warranted to prevent Cannon from playing for another team.

## Decision

- The court entered judgment for Cannon and denied the Rams’ requests for declaratory and injunctive relief.
- The court held the Commissioner-approval language made approval a condition precedent to the contracts becoming “valid and binding,” so no binding obligation arose absent the required approvals.
- Because only the 1960 form was submitted for approval and the parties’ dealings contemplated a multi-year package, the court declined to treat the approved 1960 form as an enforceable standalone one-year contract on the terms the Rams sought.
- With no enforceable contract shown, the Rams were not entitled to an injunction restricting Cannon’s ability to play for other teams.

## Legal Principles

- When a written agreement states it becomes “valid and binding” only upon an external approval, that approval is generally construed as a condition precedent to contract formation, unless the parties clearly indicate otherwise.
- Courts distinguish conditions precedent to formation (no duty arises until the condition occurs) from conditions precedent to performance (a contract exists, but performance is not yet due).
- Where parties structure negotiations and consideration as a multi-year package, a court may refuse to sever part of the arrangement to create a different contract not reflected in the parties’ manifested intent.
- Equitable relief restraining a person’s ability to work for others requires a showing of an enforceable contractual right; absent a valid contract, an injunction will not issue.

## Conclusion

The court denied the Rams’ effort to bind Cannon through injunctive and declaratory relief because the contracts expressly required NFL Commissioner approval to become “valid and binding,” and the contemplated multi-year arrangement never received the approvals necessary to create enforceable obligations.


Los Angeles Rams Football Club v. Cannon, 185 F. Supp. 717 (S.D. Cal. 1960)