"Promissory estoppel prevents one party from withdrawing a promise made to a second party if the latter has reasonably relied on that promise and acted upon it to his detriment."

What is the scope of that detriment? Because if the detriment is that the contracts are voided, the two outcomes of that can be pretty clearly shown to NOT be a detriment; free agency = tons more money, and going back into the draft = at least arguably more money, see Hochevar.

maybe i've missed something. presumably, boras knows the rules inside and out. if he knows the deadline is solid, why would he even agree to hosmer's contract after the deadline. whether he knows if mlb has illegally extended the window of negotiation or not, wouldn't he just hang up the phone at midnight knowing that his client did not get what he wanted and go to plan B. by agreeing with hosmer's contract after deadline, isn't he admitting that the sides were close and that re-entering draft was not what he wanted? could that be seen as trying to salvage a botched negotiation...i.e. the royals blinked late and wanted the 6 million? will the arbiter take that into consideration? how does it reflect on boras legally to continue negotiating, then rescind it after agreeing to it?

Hey Kevin... Thanks for all this. As former grievance officer and member of the bargaining team, I find this situation and your explanation of it *very* illuminating. The question I have though is about the last option you mention-- the lack of jurisdiction option. Doesn't the fact that the grievant here is MLBPA and specifically *not* Alvarez-- i.e. a chapter grievance-- preclude that outcome.

Secondly, what do you think is the likelihood that MLBPA, due to the fact that their grievance is so ambiguously worded when it comes to remedy, really would like to negotiate with MLB on a solution prior to the arbitration ruling? Seems almost like the scenarios could be something akin to a "poison pill" that we see so often in CBAs for professional sports.

And yes, I think you deserve that law degree now.
:)

Just took the bar exam last month, and thus - as many members of the bar will tell you - I have the elements of promissory estoppel (and other areas of black letter law) more deeply embedded in my brain than most lawyers who have been out practicing for decades.

Promissory estoppel requires REASONABLE reliance to one's detriment. Not all arbitrators will hold that it was reasonable for the player's agents (were these agents attorneys?) to believe MLB when it said that it had the authority to grant this "window." There's a collective bargaining agreement out there, which all agents are familiar with, or should be.

In fact, if the players are forced to sit out another year, and if the players' agents are attorneys, then the players have a colorable argument against their attorneys for malpractice.

A few points:

1) MLB baseball has conceded that it unilaterally gave extensions for additional negotiation, but it hasn't conceded that this is material. MLB can argue that the additional time is not a material violation. It is hard to show how a few extra hours is material.

2) Hochevar made more money by waiting a year, but he could also have made far less. It is a risk. Alvarez and Hosmer both wanted to get paid this year, and it is hard to argue that they would not be harmed by having to wait another year.

3) The arbitrator could (and in my opinion, should) ask MLB to pay damages to the union, and then either uphold the contracts or rule them void (forcing the players into next year's draft). The players are not party to the grievance, and the arbitrator lacks jurisdiction to award them damages.

4) Are these the only two contracts at issue? I assume, out of ignorance, that there are others.

5) The fact that Boras continued to negotiate should estop him from claiming that his clients have been harmed.

6) As Sheehan has made abundantly clear, the draft system is overwhelmingly favorable to MLB. MLB really ought to get it's act together.

Not to dispute your fine analysis, but to broach the problem as a purely practical matter; after all it is an arbitration (not a trial) and not defined and confined by legal doctrines. It concerns the (practical) functioning of major league baseball duopoly, and an agreed "deadline." The parties drew a line, but how dark ("dead") was the line?

Surely, the CBA could have commanded an absolute deadline with the most mandatory language, but practicality was an underlying touchstone of their intents and informal waivers according to circumstance presumed would adapt to a particular signing negotiation -with changing the general rule; hence, the enters of "Slack." Of course, for every "Slack" there must be a countervailing "Gotcha" - an the Union must express a grievance to confine "Slack" from eroding the CBA.

What's the harm to the union members and the particular players; and, if any, and what's the remedy? And, legal doctrine aside, what's the role of the of "Slack" and "Gotcha" in the scheme - and the functioning of the collective agreement in the business of the baseball duopoly.

Certainly, the parties contemplated that the deadline would be flexible in real time - if negotiations were on going and proceeding to final agreement (as indeed they were). Too, if the "deadline" were construed as absolute, it could work counter to the purpose of the CBA and foreclose negotiations if an agreement could not be final before the "deadline." Or, as here create a "loophole" ("Boras-hole"?) for a "good faith" charade.

And, as regards estoppel and reliance, let's not forget that they arose from centuries of common law adjudication of real business disputes - and express a practical solution to advance rather than retard commerce and contracts and preclude ("estoppe") pettifogging gambits.

The instant purely "black-and-white" analysis - always yields to the "collective unconscious" of human transactions that is the product of the analog human conduct of business.

Outcome? (I'd guess that) the arbiter will give the Union a sop by holding a technical violation - and requiring that the Owners advise the Union negotiations that are allowed to continue past the erstwhile "deadline." The player signing should stand as agreed.

Kevin, your previous articles have been very good -- this is a crazy situation, and proves once again that truth is stranger than fiction -- but I don't think you've earned that law degree quite yet. I have to flunk you on your discussion of promissory estoppel -- not to mention your statement that the purpose of arbitration is to provide equity. (The purpose of arbitration here is to interpret and apply a contract, regardless of whether the contract is equitable.)

Your discussion of promissory estoppel (assuming it even applies here) is a mess -- I can't be sure what parties you are talking about at times. (Are you distinguishing MLB and the individual teams as different parties? The Pirates and Royals may have relied on MLB, but aren't they really the same entity here?) It seems to me that both the teams and the players should be estopped from walking away from the contracts -- Boras can't have his cake and eat it, too. (If he agreed to negotiate after deadlne, the only issue should be did they agree to a deal or not.)

I can see Boras demanding free agency for Alvarez but insisting that Hosmer's contract be honored -- he wouldn't let a little intellectual dishonesty/inconsistency worry him. It seems to me that if both players agreed to terms after the deadline, you either honor both deals or void both deals.

The strange thing about this whole affair is the union is complaining about something that has no impact on its members. (I think it's crazy that the rights of non-union members can be the subject of the CBA, but it was in the interest of MLB to negotiate provisions governing the amateur draft in the CBA -- that gives antitrust immunity to the amateur draft.)

And that's why it is difficult to imagine a remedy. Boras and the teams/MLB both have unclean hands. The union has a grievance because the issue is covered (for no good reason) in the CBA, but the union and its members haven't been harmed --why do they deserve anything?

What does the union want here? None of their members was disciplined, or fired, or denied pay or other benefits. This isn't the kind of action where you would expect a cease and desist order -- i.e., an order directing MLB not to violate the provision in the future. But maybe the arbitrator will direct MLB not to do this in the future without bargaining on the issue or something like that.

I don't think "lack of jurisdiction" is what you mean. I think you mean there is no appropriate remedy here -- the real parties in interest are the teams and the players, not MLB and the MLBPA. The Drew case isn't relevant because Alvarez didn't file this grievance -- the MLBPA did. I think what you mean is that there may be no meaningful remedy for the union's claim -- because the union or a union member wasn't harmed.

Based on only partial information, my ruling is that MLB violated the contract, but it would be inappropriate for me to do anything affecting the contracts -- the players and teams are bound by them.

The player who seems to have the biggest grievance to me is Aaron Crow. Were the Nat's granted an extension to negotiate with him? Most of the reports I've heard stated that he and the Nats would've come to an agreement if they had a bit more time.

I find it strange that he would be left out of any discussion about restitution or otherwise correcting the situation.

It's interesting to compare this case with the 1996 debacle when several players were granted free agency after they were not tendered contracts w/in 15 days of the draft. While the facts are a little more complicated this time around, it boggles the mind to think that MLB and the teams are willing to gamble that no one (i.e. Boras) will object when the rules are not followed.

Would Hosmer have any claim against the Royals for breech? He is a party to a contract who wishes to have it remain in force, the other party the Royals (presumably at the behest of the MLB following a ruling) would be the ones breaching. Considering he isn't a member of the MLBPA and wouldn't be a party to the arbitration, it probably wouldn't be binding on him even if it is on the Royals. I don't remember the extent to which a CBA can bind a non union employee

I have a couple of issues here, First, a question? Has Alvarez actually signed his contract? I know Hosner had, since he'd already been assigned within the Pirate organization.


Regardless, if I'm the Arbiter, I would find as follows: I would find that the two contracts are valid, and send Hosner back to the minors. If Alvarez had signed his, I'd send him to the Royals. If not, then I would give him 24 hours to sign the deal AS WRITTEN or prepare for next years draft. But, I would also fine MLB $1 for each minute of extensions, and include a stern warning NOT to extend any deadlines in the future. Deadlines in Baseball are supposed to be absolute, though with this being a new one, its unwise to "uncork the bottle" by voiding the two contracts.

Boras is a draft-buster, and the union, knowing that the draft is untouchable because it falls under Baseball's exemption from the Anti-Trust laws, likes it and encourages him to bust up the draft. I'm sure that they would want the draft to be voluntary, allowing the top talent to bargain for initial bonuses and salary as free agents, while still allowing teams to sign players. But, in the long run, I believe that that is not in the "best interests of baseball"