Advertisement

Fanatics' case against Marvin Harrison Jr. comes down to whether "Binding Term Sheet" is a binding contract

We love the fact that Marvin Harrison Jr. marches to the beat of his own drum. There are, however, limits on Harrison doing things his own way.

One such set of limitations potentially comes from contractual commitments he has previously made.

Accounts of a conflict between Harrison and Fanatics emerged after the draft, sparked by Harrison's failure to sign the NFLPA licensing deal that would allow Fanatics to sell his Cardinals jersey. It came to a head this weekend, with Harrison not going to the NFLPA Rookie Premiere and, more significantly, Fanatics suing Harrison for breach of contract.

After news of the existence of the lawsuit surfaced, sports attorney Darren Heitner posted on his website a copy of the complaint filed in the Supreme Court of New York for New York County. The version of the complaint posted by Heitner has widespread redactions that, frankly, seem random at times. It makes it hard to perform a full analysis of the complaint.

Inevitably, an unredacted copy of the complaint will emerge. After all, these documents are filed in open court and are available for public scrutiny.

For now, here's our effort to make sense of the information in the redacted complaint.

The lawsuit alleges that, in May 2023, Harrison "entered into a fully binding and enforceable contract to provide Fanatics" with certain things. Those things are all redacted. So is the information as to what Harrison would get in return.

The lawsuit also claims that Harrison "has recently and publicly asserted that his binding Agreement with Fanatics does not exist, and he has refused to fulfill any of his obligations thereunder."

Fanatics contends that the agreement "was formed after extensive negotiations," which happened with assistance and representation by his father, Hall of Fame receiver Marvin Harrison Sr.

The complaint says a "Binding Term Sheet" exists. The complaint includes four bullet points regarding its content. All information is redacted.

The problem has arisen from Harrison Jr.'s alleged claim that no agreement exists. He allegedly told Fanatics he has received offers from other trading card companies, and he allegedly has asked Fanatics to meet or exceed the offers.

Here's the key paragraph that speaks to the failure to sign the NFLPA licensing agreement: "Harrison Jr. has even tried to leverage Fanatics by refusing to cooperate with Fanatics' business partners."

The case focuses on Fanatics' autographed trading-card business. Fanatics makes several boasts regarding the success of this aspect of its broader operations before claiming that "no athlete — other than Harrison Jr. — has ever repudiated their deal with Fanatics," that "no athlete has ever risked hurting the fans to try to leverage more money from Fanatics — other than Harrison Jr.," and that "despite years of contracting with hundreds of top athletes, Fanatics has never had to resort to the courts to enforce its rights against an athlete."

The problem allegedly arose just before the 2024 draft. Harrison Sr. allegedly asked for a copy of the "Binding Term Sheet." Fanatics provided it. Harrison Sr. replied by allegedly saying "'we' do not have a deal with Fanatics."

The lawsuit also contends that Harrison's camp leaked their position to Pat McAfee; specifically, that Harrison never had a trading-card deal with Fanatics. McAfee then shared the information on his ESPN show, and Harrison Jr. reposted the clip on X.

"All of this was an attempt to mislead the public," Fanatics contends in the lawsuit. "Harrison Jr. did accept Fanatics' offer — he entered into and signed the Binding Term Sheet."

Although the corresponding portion of the complaint posted by Heitner seems to be redacted, ESPN.com’s article about the situation explains that the lawsuit contends that "Harrison is selling signed memorabilia through The Official Harrison Collection's website," with signed photos from $99.99 to $149, a signed jersey for $299.99, and a signed helmet for as much as $549.99. The website also allegedly says that "Cardinals memorabilia [is] coming soon," and that it is "the ONLY website to purchase signed Harrison memorabilia."

The lawsuit contains four counts: (1) breach of the Fanatics contract; (2) anticipatory repudiation of the Fanatics contract; (3) tortious interference with Fanatics' contract by breaching the deal through the Harrison Collection; and (4) declaratory judgment.

Fanatics seeks an award of compensatory damages, punitive damages (which are available in a tortious interference claim), a declaration that the "Binding Term Sheet" is a binding and enforceable contract, and a court order requiring Harrison Jr. to comply with the contract.

Here are a couple of other thoughts on the matter, beyond the content of the complaint.

First, much of the case will come down to whether the "Binding Term Sheet" constitutes a valid and enforceable contract. Harrison Jr. will apparently argue that the Binding Term Sheet isn't good enough to create a binding contract. If, however, the Binding Term Sheet contains all material terms of a contract, it doesn't matter if the "term sheet" wasn't followed by a full-blown contract.

Strengthening the argument should (or at least could) be the fact that the two sides performed the terms of the Binding Term Sheet as written, for nearly a year. That tends to show that both sides believed the contract existed and acted accordingly.

Second, it's odd that Harrison Jr. is the defendant named in the tortious interference claim. If a breach happens under circumstances like this, one party to the contract commits it — and some outside party prompts it. The Official Harrison Collection LLC seems to be the more appropriate defendant for a tortious interference claim.

Harrison Sr. would also be a potential tortious interference defendant, if Fanatics decides to amend the complaint and blame Harrison Sr. for the breach. (Given his involvement in the management of his son's business affairs, it hardly seems like a stretch to think Harrison Jr. ditched the alleged deal with Fanatics at the direction of Harrison Sr.

Plenty of cases settle. It's hardly ideal for Fanatics to be suing a player who will become a high-profile member of the biggest sport with which Fanatics does business. Fanatics surely wouldn't be doing this if it didn't feel strongly about its position.

We'll follow all developments. Hopefully with access to documents that aren't redacted to exclude content that doesn't seem to be confidential or controversial.