## Facts

- Charles Flowers was a college football player at the University of Mississippi whose team was scheduled to play in the Sugar Bowl on January 1, 1960.
- Under applicable collegiate athletics rules, signing a professional contract would render Flowers ineligible to play in intercollegiate games, and Flowers strongly wanted to remain eligible for the Sugar Bowl.
- A New York Football Giants executive urged Flowers to sign a contract to play for the Giants beginning in 1960.
- Flowers expressed reluctance to sign because of the eligibility consequences; the Giants’ representative promised the contract would be kept secret and not filed with the professional league office until after the Sugar Bowl.
- Flowers executed the Giants contract and received bonus checks.
- On December 5, 1959, Flowers attempted to withdraw; the Giants refused and promptly filed the contract with the league commissioner (while maintaining public secrecy until after the Sugar Bowl).
- On December 29, 1959, Flowers reached a preliminary verbal agreement to play for the Los Angeles Chargers, with a written contract contemplated after the Sugar Bowl.
- That same day, Flowers sent the Giants written notice withdrawing from the Giants contract and returned the uncashed bonus checks.
- The Giants sued Flowers and the Chargers in federal court seeking equitable relief to enforce the Giants contract and prevent Flowers from playing for the Chargers; the district court denied relief.

## Issues

1. Whether a federal court sitting in equity should grant specific performance or injunctive relief to enforce a professional football player contract under the circumstances of its procurement and attempted enforcement.
2. Whether the Giants’ conduct in inducing the contract through secrecy designed to avoid known eligibility rules, and then filing the contract after Flowers sought to withdraw, barred equitable relief under the clean-hands doctrine.

## Decision

- The Fifth Circuit affirmed the judgment for Flowers and the Chargers.
- The court held that equitable relief (specific performance or an injunction) should be denied because the transaction’s inception and the Giants’ conduct offended standards of honest dealing.
- The court left Flowers free from the equitable restraints the Giants sought.

## Legal Principles

- Equitable remedies such as specific performance and injunction are discretionary and may be refused even where a contract may otherwise be valid.
- A party seeking equitable relief must come with clean hands; a court may deny relief when the plaintiff’s conduct in procuring or enforcing the agreement is unfair or deceptive.
- A court of equity may decline to aid either party to a transaction that, from its inception, violates basic standards of decency and honest dealing.

## Conclusion

The court refused to use equitable powers to enforce the Giants’ player contract because the Giants induced the agreement through a secret arrangement aimed at evading well-known collegiate eligibility rules and then acted inconsistently with that arrangement when Flowers attempted to withdraw, thereby forfeiting entitlement to equitable relief under the clean-hands doctrine.


New York Football Giants, Inc. v. Los Angeles Chargers Football Club, Inc., 291 F.2d 471 (5th Cir. 1961)