Greg F
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Posts posted by Greg F
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Perhaps what Ganis is saying--and I'm not a lawyer so I'm guessing here and asking your opinion more than positing at this point--is that it's a specific performance clause as opposed to him expecting a judge to order specific performance...
I think the journalist mangled the story. All the specific performance clause's in the contract are simply acknowledging that an order of specific performance is something the county/state/ECSC could seek in relief upon default by the Bills.
The County, the State and/or the ECSC shall be entitled to obtain injunctive relief prohibiting action, directly or indirectly, by the Bills that causes or would reasonably be expected to cause a Non-Relocation Default, or mandating action that averts or will avert a Non-Relocation Default, or enforcing any covenant, duty or obligation of the Bills through specific performance.Upon a Non-Relocation Default, if injunctive relief or specific performance as provided in Section 5(a) is not granted or available ...Therefore, the Parties acknowledge and agree that there exists no adequate and complete remedy at law to enforce this Agreement against the Bills, and that equitable relief by way of a decree of specific performance or an injunction (such as a prohibitory injunction barring the Bills from relocating or playing the Games in a facility other than the Stadium or a mandatory injunction requiring the Bills to play the Games at the Stadium) is the only appropriate remedy for the enforcement of this Agreement notwithstanding the provisions for liquidated damages provided elsewhere in this Section 5.A court would have to issue an order of specific performance.
"Specific performance is often guaranteed through the remedy of a right of possession, giving the plaintiff the right to take possession of the property in dispute." (from your link).That was an example for a real estate transaction.
In the law of remedies, an order of specific performance is an order of the court which requires a party to perform a specific act, usually what is stated in a contract.In this case an order of specific performance would force the Bills to abide by the terms of the Non-Relocation agreement. IOW, the Bills would have to play their home games at RWS.
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Even if the new owner won the court battle (highly unlikely) they would still be responsible for the $400M.
From the article the reasons for "highly unlikely":
“But they cannot win the threshold issue (in court),” Ganis said. “We have something in the U.S. that we call a specific performance clause. Teams cannot terminate under a specific performance clause — cannot.This makes no sense. A court has to issue a order of specific performance. Since nobody has gone to court there is no order of specific performance.
In the law of remedies, an order of specific performance is an order of the court which requires a party to perform a specific act, usually what is stated in a contract.While the county may have a case, the article assuming that a court would issue an order of specific performance seems to be a bridge to far.
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They should include head shots of the candidates.
I think you just showed up on the NSA's radar.
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I guess if you believe that someone is going to sue Erie County in Erie County and win - it wouldn't be ironclad. I just don't see that as a possibility.
Fair enough, the main point being that this battle will be fought in Erie County court. Their interests are obviously going to be self serving and in no way should we expect them to be impartial.
It could also end up in Federal court:
Each Party hereby agrees that all actions or proceedings arising directly or indirectly out of this Agreement shall be litigated only in the Supreme Court of the State of New York, Erie County, or the United States District Court for the Western District of New York. Each Party expressly submits and consents in advance to such jurisdiction and waives any claim that Erie County, New York or the Western District of New York is an inconvenient forum or an improper forum based on improper venue. Each Party agrees to service of process in any form or manner permitted by law, addressed to it as set forth in Section 8(b). Each Party agrees not to institute suit arising out of this Agreement against any other Party in a court in any jurisdiction, except as stated above, without the consent of such other Party. Each Party agrees that a true, correct and complete copy of this Agreement kept in the County’s, the ECSC’s or the Bills’ course of business may be admitted into evidence as an original.Any decisions rendered by the lower courts can, and most likely will, be appealed to a higher court.
He cant just pay the 400 mill and leave. He has to go to court first and get a ruling that the lease has been breached. Then, if he wins(unlikely), he pays 400 million.
The $400 million is not for the county/state/ ECSC defaulting on the Non-Relocation agreement, it applies to the Bills defaulting on the agreement. The new owner would have to go to court to have all the provisions of the contract ruled invalid. Writing something into a contract doesn't make it legal.
The Bills acknowledge and agree that, if upon the occurrence of a Non-Relocation Default, equitable relief is not granted by a court of competent jurisdiction for any reason, or is otherwise unavailable, the payment by the Bills of liquidated damages is the next most appropriate remedy. Therefore, in the event of a Non-Relocation Default, and the failure of any court to grant the equitable relief described in Section 5(a) above, the Bills shall pay liquidated damages to the County and the ECSC, in the aggregate, in the amount of Four Hundred Million ($400,000,000) Dollars -
I don't know the specifics of the Browns lease but the Bills lease and non relocation agreement are 100% ironclad.
It is not 'ironclad. If it was there would have been no reason for $400 million penalty. I think the contract was written to make it legally time consuming to break.
All of this could have been avoided if Ralph would have sold a portion of the team to the next owner. Say what you want about Modell, but that's what he did in Baltimore. Ralph could have chosen his next owner, sold them 49% a couple of years ago and then would have the sale completed upon his death.
Which would have subject him to a 15% capital gains tax on the sale.
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That said if he offers 2 billion to the trust and they take a 1 billion offer to someone just because they want to keep it in Buffalo he can sue as well.
On what basis could he sue? The only ones that would have standing to sue would be the beneficiaries of the the trust.
What in the world are you talking about? Mary Wilson can sell the team for a penny if she wants. It's her team.
From all accounts the team is in a trust and therefore Mary doesn't own the team. Although the team could be sold for a dollar, in reality the trust is still responsible for the estate tax which is 40% of the 'fair market value' as defined by the IRS. If a scenario of two offers that Kellyto83TD proposes were to come to pass the IRS would likely consider the $2 billion as the 'fair market value' and asses the tax ($800 million) based on that figure.
3. He would then need approval from the NFL to move the team.
Don't underestimate Shumer's lack of ethics to utilize a IRS enema on select owners to avoid a vote of approval to move the team.
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3. The Verizon band with in the stadium sucks. When i was there trying to use my celphone to see other scores the thing was slow or not respond. I recal Verizon had a sponsorship agreement with the NFL for mobile broadcasting. i guess it only applies if you arent in a stadium.
That is part of the stadium renovations. (pdf)
Introduction of WIFI throughout the stadium along with improvements to cellular access for mobile phone use. -
Voting early and often.
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Well unless you think MAry Wilson will die before the team is sold, the "heirs" of Mary Wilson will have plenty of dough to pay an estate tax when she ultimately passes on.
Mr. WEO,
All reports indicate that Mary didn't inherit the team. Rather, the team went into a trust and therefore the spousal exemption does not apply. The estate taxes on the trust will be due in December of this year.
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Interesting post ICanSleepWhenI'mDead. Some time ago I considered the possibility of Ralph using an irrevocable trust but for a number of reasons I didn't think he did. In 2000 Forbes valued the Bills at $365 million and the gift tax would have been 55% resulting in a gift tax liability of $201 million. In 2005 they were valued at $708 million with a gift tax of 47% the gift tax liability would have been $333 million.
- I don’t think Ralph would have been a billionaire without the Bills. Would Ralph have had the cash to pay the gift tax? I don’t think so.
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If Ralph had put the Bills in an irrevocable trust the Bills would no longer be his property, it would be the property of the beneficiaries. This would be an issue with NFL ownership rules.
That said I suppose he could have put a percentage of the Bills in an irrevocable trust. Something I had not considered before. He would have had to maintain a percentage consistent with NFL ownership rules.
As far as “changing the terms of the trust to favor a local bidder” I don’t think you can dictate from the grave the sale of assets from your estate as they are now the property of the beneficiaries.
- I don’t think Ralph would have been a billionaire without the Bills. Would Ralph have had the cash to pay the gift tax? I don’t think so.
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I know I have read somewhere that supposedly Ralph said that he spoke with lawyers who advised him that he could not restrict the sale of the team to only someone who would keep the Bills in Buffalo.
I am sure he got top notch legal advice as to what he could and could not do. I do know there is no way to put restrictions (such as not being able to move the team) on the new owner. The lease agreement was likely the best that could be done.
... estate tax (or capital gains) hit is going to be astronomical given that he bought the team for $25,000.Those are two different taxes. The reason Ralph refused to sell the team was due to the capital gains tax. Selling the team would have subjected him to a 15% capital gains tax. So for example had he sold the team for $1 billion he would have paid $150 million in taxes. Upon his death the heirs would have inherited $850 million which would be subject to an additional 40% on the estate. So all together the tax bill would have been $490 million (estate plus capital gains). By waiting till after his death the total tax bill would be $400 million, a $90 million savings.
Most people die holding highly appreciated investments. When you die, your heirs get a step up in cost basis and therefore pay no capital gains tax on a lifetime of growth.The estate tax is due 9 months after the date of death and is 40% after the exemption ($5.34 million). If the team sells for $1 billion the Fed's will get $400 million. An interesting aspect of the estate tax is the IRS calculates it from what it considers the 'fair market value'. The reason for this is so an asset isn't sold for a reduced price to avoid the tax.
If the estate receives a bid for $1.5 billion from someone who intends to move the team but only a $800 million bid from someone who plans to keep the Bills in Buffalo it would be foolish to sell the team to the local bidder. The IRS is likely to see the $1.5 billion bid as the 'fair market value' and assess the estate tax of $600 million even if the team was only sold for $800 million.
I'm not a tax expert, but my understanding is that spouses are exempt from estate taxes.
To the best of our knowledge he didn't leave it to Mary, it was either in a living trust or moved into an trust upon his death. The spousal exemption only delays the estate tax. When the spouse dies the estate tax would have to be paid. It is doubtful the heirs have $400 million laying around to pay the tax man in December.
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Cuomo, as Governor of New York, has ZERO influence over the NFL or Congress. To suggest others is...nuts.
Are you suggesting that Andrew Cuomo (son of former New York Governor Mario Cuomo) has no influence in Washington? The same Andrew Cuomo who, with no experience other then having been an assistant district attorney in NYC, was appointed as assistant secretary of the U.S. Department of Housing and Urban Development (1993-97) and then as secretary of HUD (1997-2001) under President Bill Clinton. Really? You think Cuomo has no pull?
So is the idea that Schumer would be able to convince a majority of those in the House and Senate ...False dichotomy. You think that Schumer couldn't make life miserable for some of the owners? What is a few committee hearings investigating drug use (both legal and illegal) in the NFL. The NFL would love that kind of attention. I am sure they could find a few disgruntled former players to testify. Maybe a few IRS audits are in order, you know, with the NFL's not for profit status and all. Oh yea, those convicted felons that play in Canada or London might have to fill out some extra paperwork before getting let back in. Don't worry it will only take a couple of weeks. Schumer doesn't have to give the NFL cement shoes and drop them in the East river when breaking a few knee caps will get the desired results.
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Oh please!
For a few bucks the NFL can buy off all the right people. Gimme a break. The politicians are nothing but dogs on a leash with the uber wealthy holding the leash.
You have it backwards, its a popular myth. In reality the government is more like the mafia, you got to pay to play. It's a tried and true routine that goes something like this. 'that is a nice business you got there ... hate to have anything bad happen to it'. That is exactly what happened to Microsoft in the 90's as they were pretty much apolitical until the anti-trust suit.
With two months to go, Microsoft Corp., its employees and Microsoft's political action committee, MSPAC, have spent a combined $2.5 million on 2012 federal campaigns, on pace to beat their 2008 spending. Contributions total $1.76 million to Democrats and $782,000 to Republicans. In addition, current and former Microsoft employees are directly involved in fundraising efforts for some of the election's biggest races.
The company that was barely on anyone's political radar before its landmark antitrust case in the late 1990s has grown into one of the heavyweights of corporate political donations, outspending some of America's biggest companies, including Bank of America and General Electric, according to data from the Center for Responsive Politics.
The other thing that drive me crazy is the myth that the 2 parties in Washington are significantly different. They are not. It is the same extortion game.
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... and of course what else would the Senate be doing!??!!? Ohh, that's right, actual important work for the country and not dealing with this crap.
You speak as if the Senate doing "important work" is a good thing.
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If the team wanted a really offensive name they would change the name to the Washington Politicians.
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In addition to drug charges, Sowards also faces a charge of tampering with evidence for allegedly dumping cocaine into the Coke cup.
You keep sugar in a sugar bowl. Only makes sense you would keep your cocaine in a coke cup.
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Jon Bon Douchebag cannot buy the Bills given that he has the intention of moving the team. Jerry may want to read the lease agreement.
If 'Jon Bon Douchebag' has stated he plans to move the team prior to the end of the lease agreement then he is out of luck. If, OTOH, he says he plans to move the team after the expiration of the lease agreement then he is eligible to purchase the team.
From the lease agreement:
... sell, assign or otherwise transfer the Team to any Person who, to the Bills’ knowledge, has an intention to relocate, transfer or otherwise move the Team during the Non-Relocation Term to a location other than the Stadium; -
How bout #1 is they cannot even consider a bid from someone planning on moving the team?
Well they can, they just can't sell to someone who is planning to move the team prior to the expiration of the stadium lease agreement. IOW, anyone who expresses an intent to break the stadium lease agreement is off limits.
From the lease agreement:
... sell, assign or otherwise transfer the Team to any Person who, to the Bills’ knowledge, has an intention to relocate, transfer or otherwise move the Team during the Non-Relocation Term to a location other than the Stadium; -
... a new owner will pay close to one billion dollars for the Bills. And even if he puts up half of that amount in cash, the financing cost will reach at least 40 million annually, a cost that the Bills don't currently have, but a cost that will demolish the 35 million dollar "profit".
$40 million on $500 million is 8% interest. I would say the interest rate is a tad bit to high. Like 4% to 6% to high.
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Paraphernalia for using something that isn't banned by the NFL? A cup is paraphernalia for Coca-Cola.
And a Coca Cola can with well placed pin holes can be paraphernalia for ...
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I think the more appropriate sequence of events would be as the ball rolled toward the hole a ground hog intercepted it and ran it back to the last hole.
WEDG Report: Rogers meets with Cuomo & Bills
in The Stadium Wall Archives
Posted
If a court issues an injunction or an order of specific performance, and the order is ignored, the judge can cite them for contempt of court. The judge can then put them in jail until they comply with the court order.