The opinion of the court was delivered by: Chin, D.J.
In this cae, defendant Brent Jones ("Jones"), a former Pro Bowl NFL player who played tight end for the San Francisco 49ers from 1987 to 1998, agreed to provide on-air analysis and related services to plaintiff CBS Broadcasting Inc. ("CBS") pursuant to a written contract (the "Agreement"). The Agreement provided that, for 2005, Jones was to be paid $200,000, in accordance with CBS's payroll practices, at the rate of 1/52nd of $200,000 per week.
In September 2005, however, three games into the regular season, Jones resigned. CBS sues, contending that it should receive a refund of all compensation it paid Jones for 2005, above the 3/17ths of $200,000 he earned for calling three games.
Jones and defendant Brent Jones, Inc. ("BJI") move for judgment on the pleadings, arguing that: (1) CBS is not entitled to any additional relief for defendants' breach of contract, as CBS has exercised its sole remedy of terminating payment to defendants, and (2) CBS's unjust enrichment claim must be dismissed as a matter of law because a valid, enforceable contract exists. For the reasons that follow, defendants' motion is granted in part and denied in part.
As alleged in the amended complaint, the facts are as follows:
In 1998 CBS and BJI entered into the Agreement under which BJI was to provide the services of Jones as an on-air analyst for NFL games. (Compl. ¶ 5; Agmt. ¶ 1(a)).*fn1 The original Agreement extended through February 15, 2003. (Agmt. ¶ 3(a)). In January 2003, the Agreement was extended to 2006. (Amen. Agmt. ¶ 2). Jones stopped performing his obligations on September 29, 2005, without completing the contract year. CBS ceased payment at that time. (Compl. ¶¶ 9-10).
Paragraph 1(a) of the Agreement provides that Jones was to provide services as "an On-Air Analyst and in related capacities in connection with National Football League game and studio coverage and any related NFL programs and/or coverage." (Agmt. ¶ 1(a)). Paragraph 1(b) explains that CBS and Jones will "negotiate in good faith regarding appropriate additional compensation to be paid" if any services other than those detailed in paragraph 1(a) are requested. (Id. ¶ 1(b)). Paragraph 6 details a list of services that Jones must provide at CBS's request, including attendance at "rehearsals, program conferences, seminars, press conferences, publicity photographic sessions, sales promotion meetings, affiliate meetings and conventions, trade shows and other events and functions." (Id. ¶ 6).
CBS began compensating Jones for the 2005 contract year on February 13, 2005. (Compl. ¶ 8). The Agreement provided that payment was to be made "in accordance with CBS's payroll practices." (Agmt. ¶ 4). Specifically, for the eighth contract year, the contract year in question, payment was to be made at the rate of "1/52nd of Two Hundred Thousand Dollars ($200,000) per week." (Amen. Agmt. ¶ 5). Thus, the Agreement provided that Jones was to be paid on a weekly basis. By the time Jones breached, CBS had paid him for approximately eight months of the year.
On September 29, 2005, Jones abruptly resigned, refusing to honor the remainder of the Agreement because he was not pleased with the negotiations for future years. (Compl. ¶¶ 9-10). As of his resignation, Jones had provided on-air services for only three games of the NFL 2005 season. (Id. ¶ 11). The Agreement does not reference the number of football games Jones was expected to call each year, nor does it contain a provision for the return of any payment to CBS in the event Jones terminated the Agreement prematurely. Rather, paragraph 19 of the Agreement provides in relevant part that: "If Contractor or Artist at any time materially breaches any provision of this Agreement . . . CBS may . . . reduce Contractor's compensation pro rata, and/or CBS may, by so notifying Contractor during or within a reasonable time after such period, terminate this Agreement." "[P]ro rata" is not defined.
Jones also sought and received reimbursement for unauthorized travel and entertainment expenses in violation of CBS policy, including charges for personal goods and services unrelated to any business purpose. (Id. ¶ 13). A number of these items were charged to the corporate American Express card issued to him by CBS. (Id.). In addition, Jones did not surrender the American Express card upon his departure from CBS and continued to use it for his personal benefit. (Id.). The Agreement expressly covers the subject matter of travel and expenses. It references the Travel Policy in paragraph 4(c) and explains that Jones was obligated "to perform services in full compliance with the Travel Policy, including, without limitation, any provision of said Travel Policy relating to deadlines applicable to expenses accounting."
On October 27, 2005 CBS filed a complaint in the Supreme Court of New York, County of New York. (Notice of Removal ¶ 2). CBS filed an amended complaint on December 13, 2005. (Id. ¶ 3). On December 19, 2005 defendants removed the case to this Court, based on diversity of the parties. (Id. ¶¶ 8-11). CBS is incorporated and has its principal place of business in New York. (Id.). Jones is a California citizen and BJI is a California ...