Tuesday, February 15, 2011
After we discuss ambiguity, contractual interpretation, interpretive maxims and other related topics, I have my first-year Contracts students draft a morals clause for a faux contract between a television network and a performer. The exercise is an attempt to put the issues "in context" and demonstrate how and why ambiguity actually arises. We also discuss the general benefits of brevity versus the costs of leaving something out of the contract. It seems that Warner Brothers may be facing the latter scenario in its contract with actor Charlie Sheen. The clause allegedly left out is a morals clause.
Most contracts between producers and performers routinely contain a "morals clause," the breach of which entitles the show's producer to fire the performer. Conduct swept within a morals clause can range from more serious offenses, such as criminal convictions, to any behavior that merely would make the producer or network look bad. For example, as we've previously reported, Tiger Woods's reported marital infidelities may have triggered the morals clauses in some of his endorsement contracts. Because Sheen's recent off-camera behavior has made him appear to be, ahem, less than 100% moral, some industry insiders have suggested that Sheen would be fired from the highly-successful CBS show, Two and a Half Men, produced by Warner Brothers. Not so fast, says Sheen. Sheen reportedly is telling friends and advisors not to fear because his contract, unlike most others, has no morals clause. Thus, in Sheen's world, he cannot be fired from the show without his firing being a breach of the contract by Warner Brothers.
So, if you are tired of hearing about Charlie Sheen's off-camera exploits on this blog or elsewhere, blame Warner Brothers' lawyers. If they had included a morals clause in his contract, I am confident that Sheen would not be doing these allegedly immoral things (this sentence brought to you by our sponsor, Sarcasm).