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Harrison Jr. Suit Hinges on ‘Binding’ Sheet, Like Recent Orgeron Case

michael mccann
·5 min read

Fanatics last Saturday sued Arizona Cardinals rookie wide receiver Marvin Harrison, Jr. and his limited liability company, the Official Harrison Collection, for breach of contract, anticipatory repudiation and tortious interference. Fanatics contends the former Ohio State star unlawfully reneged on a “binding term sheet.”

The enforceability of the term sheet could become the key factor in the case.

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As Fanatics tells it, Harrison Jr. and the company entered into an agreement, which the multi-billion-dollar company insists is a “fully binding and enforceable contract,” in May 2023. The wide receiver was represented in the deal by his father, retired NFL star Marvin Harrison Sr. Fanatics claims Harrison Jr. has been paid after signing the deal but has “refused to fulfill any of his [contractual] obligations.”

Those obligations and many other details are redacted in the publicly available version of the complaint, which was filed in a New York trial court. However, unredacted portions say Harrison Jr. allegedly warned Fanatics that he’s received “competing offers” from rival trading card companies and demanded Fanatics “meet or exceed” those offers. The complaint also maintains Harrison Jr. violated a confidentiality provision by sharing, in misleading ways, contractual information to ESPN. Fanatics demands a jury trial and estimates prospective damages to be in the millions of dollars.

Signing commercial contracts while in college would have been problematic for Harrison Jr. prior to 2021—the year the NCAA adopted an interim NIL policy, allowing athletes to use their right of publicity without violating their collegiate eligibility. Harrison Jr., who turns 22 in August, was old enough to sign an enforceable contract in 2023; in both New York and Ohio (and in most states), the age requirement for signing legally binding contracts is 18. Harrison Jr. also, presumably, received skilled advice given that his dad is a former college and NFL star who signed many business contracts along the way.

Fanatics’ complaint tells one side of the story. In the weeks ahead Harrison Jr. will answer the complaint, presumably deny the allegations and offer rebuttals. The fact that Harrison Jr. and Fanatics didn’t resolve the dispute amicably—and in private—suggests the Cardinals rookie won’t go down without a fight.

Harrison Jr. might argue that no enforceable contract was formed. Although the complaint says the NFL rookie signed a “binding term sheet” and that Fanatics made payments to him over several months, Harrison Jr. might insist he interpreted the term sheet as a preliminary or aspirational agreement—and that he was still negotiating with Fanatics.

The persuasiveness of such an argument would hinge in part on the term sheet’s specificity or ambiguity, with the former more like a completed contract. Harrison Jr.’s answer to the complaint might shed light on redacted terms. He might also contend his alleged refusal to fulfill obligations and his alleged rejecting or ignoring of “every request” are consistent with his understanding that the deal wasn’t done.

Although in a different context and jurisdiction, the Court of Appeal of Louisiana recently ruled former LSU head football coach Ed Orgeron signed a non-enforceable “binding term sheet” with LSU in 2020. The term sheet, the court reasoned, was merely “an agreement to agree” even though it was labeled “binding.” The ruling came in the context of whether the term sheet, which was later superseded by an employment contract, created a sharable for Oregon’s former marriage.

One hurdle for Harrison Jr. in arguing there was no enforceable contract is that, according to the complaint, he accepted payment from Fanatics and didn’t perform required services. If that’s an accurate portrayal, Harrison Jr. presumably would have known Fanatics wasn’t paying him as a gift or goodwill gesture. He’d need a plausible explanation for how he interpreted receipts of payment and whether he has, or plans to, return them. As a variation, Harrison Jr. might assert he intends to perform the required services for which he has been paid and thus is not in breach.

Alternatively, Harrison Jr. might contend that his co-defendant, his LLC, is the responsible party, not him. Fanatics says the Harrison Collection is Harrison Jr.’s “alter ego/agent” and can’t act independently of his direction or control. The company further insists Harrison Jr. “personally signed” the term sheet and that he is both “personally responsible” and “personally liable.”

An LLC is a separate legal entity that in some instances can complicate the ability of a plaintiff to hold the defendant personally liable when the defendant conducted business through it. The strength of an LLC-based defense is typically hampered when the LLC operates as a mere extension of the person instead of as a distinct entity. Also, if the Fanatics agreement was with both Harrison Jr. and the Harrison Collection (and not just the latter), he would be personally subject to any liability.

As another possible defense, Harrison Jr. might accuse Fanatics of wrongdoing. Perhaps he’ll argue Fanatics breached the contract or that it engaged in objectionable conduct giving it “unclean hands” meaning acting in bad faith and undeserving of recovery. Harrison Jr. would need to corroborate those types of claims with specifics and, eventually, evidence.

Harrison Jr. would also need to explain why (according to the complaint) he and Fanatics entered into a separate “limited promotion and license agreement” in March 2023. The agreement, described as non-exclusive and short term, expired in April 2024. If Harrison Jr. believed Fanatics wasn’t living up to its end of the bargain in that deal, it would be relevant to assess whether he took steps to assert his rights–and if not, ask why.

There is also the possibility Harrison Jr. will claim Fanatics is contractually obligated to first mediate and/or arbitrate before it can sue him in court. He might also seek to remove the case to federal court or transfer it to another jurisdiction. Harrison Jr.’s ability to successfully pursue some of those strategies would depend on contractual language.

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