Here is what I believe is going on

[Ogaju]

The lawyers are already involved and by now they must have warned the Cavs about the intricacies of Contract formation and the concept of anticipatory breach of contract. This is why you have not heard a peep out of the Cavs. If they as much as make a counter demand or request the first contract could be terminated by the Celtics. The Cavs while they won't to Jack the Celtics don't want to jeopardize the deal in place. They want the deal but also an opportunity to ask for more. How do they get this? They leak they are not happy and hope the Cs blink and sweeten the pot. Danny should ignore the leaks and wait them out.

If they do not repudiate the deal it becomes final. If they repudiate the deal they expose themselves to a potential breach of contract suit.

[tarheelsxxiii]

Colonel Jessup is about to crack.

[Redz]

https://www.youtube.com/watch?v=-m92tuqthJw

[Granath]

*facepalm*

There's no breach of contract suit here. It's simply not possible. First, physicals must be passed before a trade is finalized. Many trades over the years have been rescinded because of a failed physical.

Moreover, there's nothing in the NBA bylaws that allow a team to sue another over such a matter. The NBA League Office would determine if there's been a breach by one party or not. If for example the NBA ruled in favor of the Cavs the Cs would end up having to sue the NBA. And there's almost certainly no grounds to do so unless they could show unfair bias by the NBA.

I present Article 24(d) of the NBA bylaws: The Commissioner shall have exclusive, full, complete, and final jurisdiction of any dispute involving two (2) or more Members of the Association.

It's not the courts that can decide. It's the commish. In short, your entire post is BS.

[The One]

The lawyers are already involved and by now they must have warned the Cavs about the intricacies of Contract formation and the concept of anticipatory breach of contract. This is why you have not heard a peep out of the Cavs. If they as much as make a counter demand or request the first contract could be terminated by the Celtics. The Cavs while they won't to Jack the Celtics don't want to jeopardize the deal in place. They want the deal but also an opportunity to ask for more. How do they get this? They leak they are not happy and hope the Cs blink and sweeten the pot. Danny should ignore the leaks and wait them out.

If they do not repudiate the deal it becomes final. If they repudiate the deal they expose themselves to a potential breach of contract suit.

Napoleon Dynamite:
Do the chickens have large talons?

Farmer:
Do they have what?

Napoleon Dynamite:
Large talons.

Farmer:
I don't understand a word you just said.

[Ogaju]

To follow on my OP.

Article 24(m) of the NBA Constitution pretty much complies with State Corporate Law by subordinating the so-called exclusive powers of the commissioner to the Laws of the State of New York, which must be the State of Incorporation of the NBA.

You see, all the Corporate and Organizational By-Laws are subject to the laws of the State of Incorporation. So regardless of the exclusivity clause of Section 24(d), the Commissioner like all corporations in the State of New York, must obey the Corporate Law of the State of New York.

Of course the Celtics can sue the Cavs, Section 24 just requires that they first exhaust their administrative remedies by going to the Commissioner first. If they do not like the Commissioner's decision they simply file a lawsuit naming both the NBA, the Commissioner, and the Cavs. Just a matter of Civil Procedure.

Now lets deal with the Contract Formation and the By-Laws dealing with Intra-Association Assignment of Contractual Rights. These rules are contained in Section 4 of the By-Laws, with the trade procedures governed by Section 4.02., that states as follows;

(a)In order to conduct any Assignment Transaction, the
parties thereto shall state their agreement on the terms and conditions of
the transaction during a conference call with the Association Office
(the “Trade Call”). Such terms and conditions shall include, without
limitation, all details with respect to amounts of money, terms of
payment, and draft choices, if any. An Assignment Transaction shall
not be deemed to be completed until all conditions thereof agreed upon
during the Trade Call have been satisfied and the parties thereto have
received written notice from the Association Office confirming that all
such conditions to the Assignment Transaction have been satisfied.
Any term or condition of an Assignment Transaction not disclosed to
the Association Office on the Trade Call shall not be enforceable. If it
is subsequently discovered by the Association Office that an
Assignment Transaction included a term or condition not disclosed on
the Trade Call, then the Commissioner shall have the right to impose a
fine on each of the parties to the Assignment Transaction in an amount
not to exceed $5,000,000.

Please read the bolded part very carefully, and it shows you that the NBA acts as a clearinghouse for the parties AGREEMENT. The parties must agree on all the conditions of the agreement. If you agree to include an injured player in a deal, you cannot vitiate the deal because the player is 'injured'. Interpretations of conditions are such an essential part of contracts that entire sections of Contract Treatises are devoted to jurisprudence of Conditions in Contract formation. Conditions are an essential part of interpreting both the formation and performance of contractual obligations. Perhaps that is why Section 4.02.(b) of the NBA By-Laws states:

(b) All terms and conditions of an Assignment
Transaction shall be set forth in detail in a Trade Memorandum to be
prepared by the Association Office following the Trade Call. In the
event of any subsequent dispute concerning the terms and conditions of
the transaction, the Trade Memorandum shall govern.

There goes that word 'conditions' again. If anyone does not think lawyers are already all over this, and that there can be no lawsuit from one party trying to go outside the terms and conditions that were given to the league office all I can do is 'shrug'.

By the way, there is also a 'full disclosure' section in the By-Laws. Check out Section 4.03(a)

4.03. Full Disclosure.
 (a) A Member shall disclose during a Trade Call all
relevant information in its possession, custody, or control concerning
the health of a Player whose contract or negotiating rights the Member
is assigning. For purposes of the foregoing sentence, “relevant
information” shall include any information concerning current or prior
injuries, illnesses, or other health conditions that could affect the
Player’s ability to play skilled basketball at any point during the
Player’s career. No Member shall misrepresent or fail to disclose any
such relevant information.
 
So you think Boston did not tell the Cavs about IT's hip? The only way out for Cavs is if Celtics withheld information. If they did the deal should be cancelled, and Celtics cannot gripe. If not, the deal goes through or the Celtics sue........


 


 

[CelticsElite]

To follow on my OP.

Article 24(m) of the NBA Constitution pretty much complies with State Corporate Law by subordinating the so-called exclusive powers of the commissioner to the Laws of the State of New York, which must be the State of Incorporation of the NBA.

You see, all the Corporate and Organizational By-Laws are subject to the laws of the State of Incorporation. So regardless of the exclusivity clause of Section 24(d), the Commissioner like all corporations in the State of New York, must obey the Corporate Law of the State of New York.

Of course the Celtics can sue the Cavs, Section 24 just requires that they first exhaust their administrative remedies by going to the Commissioner first. If they do not like the Commissioner's decision they simply file a lawsuit naming both the NBA, the Commissioner, and the Cavs. Just a matter of Civil Procedure.

Now lets deal with the Contract Formation and the By-Laws dealing with Intra-Association Assignment of Contractual Rights. These rules are contained in Section 4 of the By-Laws, with the trade procedures governed by Section 4.02., that states as follows;

(a)In order to conduct any Assignment Transaction, the
parties thereto shall state their agreement on the terms and conditions of
the transaction during a conference call with the Association Office
(the “Trade Call”). Such terms and conditions shall include, without
limitation, all details with respect to amounts of money, terms of
payment, and draft choices, if any. An Assignment Transaction shall
not be deemed to be completed until all conditions thereof agreed upon
during the Trade Call have been satisfied and the parties thereto have
received written notice from the Association Office confirming that all
such conditions to the Assignment Transaction have been satisfied.
Any term or condition of an Assignment Transaction not disclosed to
the Association Office on the Trade Call shall not be enforceable. If it
is subsequently discovered by the Association Office that an
Assignment Transaction included a term or condition not disclosed on
the Trade Call, then the Commissioner shall have the right to impose a
fine on each of the parties to the Assignment Transaction in an amount
not to exceed $5,000,000.

Please read the bolded part very carefully, and it shows you that the NBA acts as a clearinghouse for the parties AGREEMENT. The parties must agree on all the conditions of the agreement. If you agree to include an injured player in a deal, you cannot vitiate the deal because the player is 'injured'. Interpretations of conditions are such an essential part of contracts that entire sections of Contract Treatises are devoted to jurisprudence of Conditions in Contract formation. Conditions are an essential part of interpreting both the formation and performance of contractual obligations. Perhaps that is why Section 4.02.(b) of the NBA By-Laws states:

(b) All terms and conditions of an Assignment
Transaction shall be set forth in detail in a Trade Memorandum to be
prepared by the Association Office following the Trade Call. In the
event of any subsequent dispute concerning the terms and conditions of
the transaction, the Trade Memorandum shall govern.

There goes that word 'conditions' again. If anyone does not think lawyers are already all over this, and that there can be no lawsuit from one party trying to go outside the terms and conditions that were given to the league office all I can do is 'shrug'.

By the way, there is also a 'full disclosure' section in the By-Laws. Check out Section 4.03(a)

4.03. Full Disclosure.
 (a) A Member shall disclose during a Trade Call all
relevant information in its possession, custody, or control concerning
the health of a Player whose contract or negotiating rights the Member
is assigning. For purposes of the foregoing sentence, “relevant
information” shall include any information concerning current or prior
injuries, illnesses, or other health conditions that could affect the
Player’s ability to play skilled basketball at any point during the
Player’s career. No Member shall misrepresent or fail to disclose any
such relevant information.
 
So you think Boston did not tell the Cavs about IT's hip? The only way out for Cavs is if Celtics withheld information. If they did the deal should be cancelled, and Celtics cannot gripe. If not, the deal goes through or the Celtics sue........

TP for well researched post and info

[Granath]

The entire premise of your post is wrong because all conditions haven't been necessarily satisfied. Namely, an acceptable physical is a condition of the trade. Just because Boston discloses the nature of the injury does not necessarily mean that Cleveland's doctors have to abide by their interpretation of the severity of said injury. No one is saying the Celtics didn't disclose. But exactly what they disclosed versus what Cleveland thinks they found are two entirely different things. Thus there is no contract at this point. You seem to think that disclosure is enough. It's not. Cleveland is allowed to have an opinion here and act accordingly so long as they are acting in good faith.

Take, for instance, Jeff Green's heart condition. What would have happened if OKC said he had a heart problem that they thought could have been fixed with surgery but the Celtics doctors thought it was potentially fatal even afterwards? Do you think that the Cs would have had to complete the trade and possibly put a guy they thought would drop dead on the court? There's a reason more than a dozen trades have been voided in recent years due to failed physicals. They weren't voided for nondisclosure. Your entire post ignores this very existence of these voided trades. Or maybe you just think the teams chose not to litigate these trades for some reason?

In fact, if you think the trade has met all the prerequisites stated in 4.01, 4.02 and 4.03, then the trade is already complete. Have the parties received written notice from the Association Office confirming that all such conditions to the Assignment Transaction have been satisfied? They haven't. That's why there is a deadline on Wednesday. There's a simple rule here - you can't have a contract until it's complete. Again, the premise of your post assumes things that aren't correct. You posted the NBA by-laws without understanding what they mean. 

If the Cs think think Cleveland has acted in bad faith, they would appeal to the Commish. It would be up to Silver to decide. Of course the Celtics could sue if they didn't like the Commish's decision. They'd lose and lose royally because the Commissioner has the sole power to decide such items. The clause I mentioned is not ambiguous in any way, shape or form. In fact, the only basis for such a suit is that the Commissioner is not acting as a neutral party. Good luck proving that.

Then once the Celtics were laughed out of court, they'd be on the hook for all expenses. Furthermore, a loss in court would also likely bring down punishment under both the Misconduct and Disclosure rules of the NBA. It'd make the fines that Mark Cuban got hit with look like petty cash. In short, the entire premise gets absurd quite quickly. Can you recall a voided trade being litigated in court? No? Why do you think that is?

If you think the Celtics are planning to run this through their lawyers, think again. The ONLY way that happens is if they can somehow prove that Cleveland intended to negotiate or renegotiate this deal in bad faith (ex. pretend to make a deal in order to destroy Celtic team chemistry). Without some sort of smoking gun, Cleveland's intent would be almost impossible to prove and without intent you have nothing in court. Zilch. Zero. Nada. This isn't like the Al Davis suit when he won because the NFL didn't follow their bylaws. This isn't even as good of a case as the StarCaps case which ultimately was won mostly by the NFL (MN Supreme Court upheld much of the case though did say the NFL had to comply with MN law).

Needless to say, there will be no lawsuit and it's a pretty ridiculous premise. If you'd like to bet on it, I'll spot you odds.

[arctic 3.0]

To follow on my OP.

Article 24(m) of the NBA Constitution pretty much complies with State Corporate Law by subordinating the so-called exclusive powers of the commissioner to the Laws of the State of New York, which must be the State of Incorporation of the NBA.

You see, all the Corporate and Organizational By-Laws are subject to the laws of the State of Incorporation. So regardless of the exclusivity clause of Section 24(d), the Commissioner like all corporations in the State of New York, must obey the Corporate Law of the State of New York.

Of course the Celtics can sue the Cavs, Section 24 just requires that they first exhaust their administrative remedies by going to the Commissioner first. If they do not like the Commissioner's decision they simply file a lawsuit naming both the NBA, the Commissioner, and the Cavs. Just a matter of Civil Procedure.

Now lets deal with the Contract Formation and the By-Laws dealing with Intra-Association Assignment of Contractual Rights. These rules are contained in Section 4 of the By-Laws, with the trade procedures governed by Section 4.02., that states as follows;

(a)In order to conduct any Assignment Transaction, the
parties thereto shall state their agreement on the terms and conditions of
the transaction during a conference call with the Association Office
(the “Trade Call”). Such terms and conditions shall include, without
limitation, all details with respect to amounts of money, terms of
payment, and draft choices, if any. An Assignment Transaction shall
not be deemed to be completed until all conditions thereof agreed upon
during the Trade Call have been satisfied and the parties thereto have
received written notice from the Association Office confirming that all
such conditions to the Assignment Transaction have been satisfied.
Any term or condition of an Assignment Transaction not disclosed to
the Association Office on the Trade Call shall not be enforceable. If it
is subsequently discovered by the Association Office that an
Assignment Transaction included a term or condition not disclosed on
the Trade Call, then the Commissioner shall have the right to impose a
fine on each of the parties to the Assignment Transaction in an amount
not to exceed $5,000,000.

Please read the bolded part very carefully, and it shows you that the NBA acts as a clearinghouse for the parties AGREEMENT. The parties must agree on all the conditions of the agreement. If you agree to include an injured player in a deal, you cannot vitiate the deal because the player is 'injured'. Interpretations of conditions are such an essential part of contracts that entire sections of Contract Treatises are devoted to jurisprudence of Conditions in Contract formation. Conditions are an essential part of interpreting both the formation and performance of contractual obligations. Perhaps that is why Section 4.02.(b) of the NBA By-Laws states:

(b) All terms and conditions of an Assignment
Transaction shall be set forth in detail in a Trade Memorandum to be
prepared by the Association Office following the Trade Call. In the
event of any subsequent dispute concerning the terms and conditions of
the transaction, the Trade Memorandum shall govern.

There goes that word 'conditions' again. If anyone does not think lawyers are already all over this, and that there can be no lawsuit from one party trying to go outside the terms and conditions that were given to the league office all I can do is 'shrug'.

By the way, there is also a 'full disclosure' section in the By-Laws. Check out Section 4.03(a)

4.03. Full Disclosure.
 (a) A Member shall disclose during a Trade Call all
relevant information in its possession, custody, or control concerning
the health of a Player whose contract or negotiating rights the Member
is assigning. For purposes of the foregoing sentence, “relevant
information” shall include any information concerning current or prior
injuries, illnesses, or other health conditions that could affect the
Player’s ability to play skilled basketball at any point during the
Player’s career. No Member shall misrepresent or fail to disclose any
such relevant information.
 
So you think Boston did not tell the Cavs about IT's hip? The only way out for Cavs is if Celtics withheld information. If they did the deal should be cancelled, and Celtics cannot gripe. If not, the deal goes through or the Celtics sue........

Touché

[hwangjini_1]

The entire premise of your post is wrong because all conditions haven't been necessarily satisfied. Namely, an acceptable physical is a condition of the trade. Just because Boston discloses the nature of the injury does not necessarily mean that Cleveland's doctors have to abide by their interpretation of the severity of said injury. No one is saying the Celtics didn't disclose. But exactly what they disclosed versus what Cleveland thinks they found are two entirely different things. Thus there is no contract at this point. You seem to think that disclosure is enough. It's not. Cleveland is allowed to have an opinion here and act accordingly so long as they are acting in good faith.

Take, for instance, Jeff Green's heart condition. What would have happened if OKC said he had a heart problem that they thought could have been fixed with surgery but the Celtics doctors thought it was potentially fatal even afterwards? Do you think that the Cs would have had to complete the trade and possibly put a guy they thought would drop dead on the court? There's a reason more than a dozen trades have been voided in recent years due to failed physicals. They weren't voided for nondisclosure. Your entire post ignores this very existence of these voided trades. Or maybe you just think the teams chose not to litigate these trades for some reason?

In fact, if you think the trade has met all the prerequisites stated in 4.01, 4.02 and 4.03, then the trade is already complete. Have the parties received written notice from the Association Office confirming that all such conditions to the Assignment Transaction have been satisfied? They haven't. That's why there is a deadline on Wednesday. There's a simple rule here - you can't have a contract until it's complete. Again, the premise of your post assumes things that aren't correct. You posted the NBA by-laws without understanding what they mean. 

If the Cs think think Cleveland has acted in bad faith, they would appeal to the Commish. It would be up to Silver to decide. Of course the Celtics could sue if they didn't like the Commish's decision. They'd lose and lose royally because the Commissioner has the sole power to decide such items. The clause I mentioned is not ambiguous in any way, shape or form. In fact, the only basis for such a suit is that the Commissioner is not acting as a neutral party. Good luck proving that.

Then once the Celtics were laughed out of court, they'd be on the hook for all expenses. Furthermore, a loss in court would also likely bring down punishment under both the Misconduct and Disclosure rules of the NBA. It'd make the fines that Mark Cuban got hit with look like petty cash. In short, the entire premise gets absurd quite quickly. Can you recall a voided trade being litigated in court? No? Why do you think that is?

If you think the Celtics are planning to run this through their lawyers, think again. The ONLY way that happens is if they can somehow prove that Cleveland intended to negotiate or renegotiate this deal in bad faith (ex. pretend to make a deal in order to destroy Celtic team chemistry). Without some sort of smoking gun, Cleveland's intent would be almost impossible to prove and without intent you have nothing in court. Zilch. Zero. Nada. This isn't like the Al Davis suit when he won because the NFL didn't follow their bylaws. This isn't even as good of a case as the StarCaps case which ultimately was won mostly by the NFL (MN Supreme Court upheld much of the case though did say the NFL had to comply with MN law).

Needless to say, there will be no lawsuit and it's a pretty ridiculous premise. If you'd like to bet on it, I'll spot you odds.

Check and mate. 

[Boston Garden Leprechaun]

The lawyers are already involved and by now they must have warned the Cavs about the intricacies of Contract formation and the concept of anticipatory breach of contract. This is why you have not heard a peep out of the Cavs. If they as much as make a counter demand or request the first contract could be terminated by the Celtics. The Cavs while they won't to Jack the Celtics don't want to jeopardize the deal in place. They want the deal but also an opportunity to ask for more. How do they get this? They leak they are not happy and hope the Cs blink and sweeten the pot. Danny should ignore the leaks and wait them out.

If they do not repudiate the deal it becomes final. If they repudiate the deal they expose themselves to a potential breach of contract suit.

I said this early on. get lawyers involved. i am sure DA covered his ass on this.

[CelticsElite]

this is what they said on espn right now:
WoJ on tv: "Cleveland thought Boston had not been fully forthcoming on how long until IT will be back on the court"

"Cleveland thought IT could come back earlier in the season. they fear it might be later than expected."

i consider clevelands accusation to be serious and probably without merit.