## Facts

- Northeastern University (Northeastern) employed Donald A. Brown Jr. (Brown) as its head football coach beginning in 2000.
- In July 2003, Northeastern and Brown entered a written employment agreement extending Brown’s employment through the end of the 2007–2008 football season and providing compensation increases.
- The agreement included an “outside employment” clause requiring Brown to devote full time to Northeastern and not to “seek, discuss, negotiate for, or accept” other employment during the contract term without first obtaining the written consent of Northeastern’s president (consent not to be unreasonably withheld).
- The agreement also contained a liquidated-damages provision stating that if Brown left before the contract ended, he would pay Northeastern $25,000 in liquidated damages, and that upon Northeastern’s acceptance of that sum it would be deemed “adequate and reasonable compensation” to Northeastern.
- The contract did not expressly say whether liquidated damages were Northeastern’s exclusive remedy if Brown departed early.
- In early February 2004, while Northeastern and Brown were finalizing a contract extension and raise in response to interest from another school, the University of Massachusetts at Amherst (UMass) asked Northeastern for permission to speak with Brown about its head football coaching job.
- Northeastern refused to grant permission for UMass to speak with Brown.
- On February 6, 2004, Brown told Northeastern he had accepted UMass’s offer and then declined it.
- In the following days, Brown told several Northeastern players that he was not leaving, but on February 9, 2004, Brown resigned from Northeastern and accepted the head coaching job at UMass.
- Northeastern sued Brown for breach of contract and sued UMass on related theories tied to Brown’s move, and sought preliminary injunctions preventing Brown from coaching at UMass.
- Northeastern claimed it faced harm that could not be fixed with money damages because Northeastern and UMass played annually and competed for recruits, fans, and media coverage, and Brown possessed knowledge of Northeastern’s playbook and internal procedures.

## Issues

1. Whether the contract’s liquidated-damages clause, describing $25,000 as “adequate and reasonable compensation,” supported treating money damages as the bargained-for remedy and weighed against injunctive relief restraining Brown from coaching at UMass.
2. Whether Northeastern satisfied the Massachusetts requirements for a preliminary injunction, including likelihood of success, irreparable harm, and a favorable balance of equities/public interest.

## Decision

- The Superior Court denied Northeastern’s motion for preliminary injunctive relief seeking to bar Brown from coaching at UMass.
- The court treated the liquidated-damages provision and its “adequate and reasonable compensation” language as powerful evidence that a monetary remedy was sufficient for the type of injury Northeastern claimed from Brown’s early departure.
- Even though the contract did not expressly state liquidated damages were the sole remedy, the court viewed the clause as a negotiated allocation of risk that made it difficult for Northeastern to show irreparable harm justifying extraordinary equitable relief.
- The court was not persuaded that Northeastern’s asserted competitive harms (including recruiting and use of playbook knowledge) required an order restricting Brown’s employment pending a final judgment.
- The balance of hardships favored denying an injunction that would substantially restrict Brown’s ability to work and disrupt UMass’s program, particularly where Northeastern had a contractual damages provision addressing early departure.

## Legal Principles

- A preliminary injunction requires a showing of likelihood of success on the merits, a substantial risk of irreparable harm absent an injunction, and that the balance of harms (and public interest) favors granting relief.
- A liquidated-damages clause describing a specified sum as “adequate and reasonable compensation” is strong evidence that legal remedies are sufficient, weakening a claim that equitable relief is necessary.
- Courts are reluctant to restrain personal-services employment through injunctions that effectively prevent a person from working in their field, especially when the contract provides a negotiated monetary remedy for early exit.
- When a contract is silent on whether liquidated damages are the exclusive remedy, the court may still consider the clause’s wording and context in deciding whether the plaintiff has shown irreparable harm and entitlement to provisional equitable relief.
- In competitive-sports employment disputes, asserted harms tied to recruiting, reputation, and competitive advantage are often treated as economic or measurable, and thus less likely to justify interim restraints when money damages were contractually contemplated.

## Conclusion

In Northeastern University v. Brown, the Massachusetts Superior Court refused to preliminarily enjoin a departing head football coach from joining a rival program because the contract’s liquidated-damages clause—stating $25,000 would be “adequate and reasonable compensation”—and the record on irreparable harm and comparative hardship made interim equitable relief inappropriate, leaving Northeastern to pursue damages and other claims through the litigation.


Northeastern University v. Brown, 17 Mass. L. Rptr. 443 (2004)