APPEAL FROM THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF PENNSYLVANIA (D.C. Civil No. 71-1802)
Before GIBBONS and VAN DUSEN, Circuit Judges, and FISHER, District Judge*fn*
VAN DUSEN, Circuit Judge.
This case arises from a judgment entered on a jury verdict awarding Donald Chuy recovery for breach of contract and intentional infliction of emotional distress against the Philadelphia Eagles Football Club, but denying plaintiff recovery for defamation. After trial, the Eagles moved pursuant to Rule 50(b) for judgment notwithstanding the verdict and, in the alternative, for a new trial on the contract and intentional infliction of emotional distress claims. Chuy moved for a new trial on the defamation claim. Both parties appeal the district court's January 31, 1977, order denying their respective post-trial motions. We affirm the district court's denial of the Eagles' post-trial Rule 50(b) motion, but reverse the district court's denial of Chuy's motion for a new trial. Thus, we remand for a new trial limited to the defamation claim of Chuy's complaint.
Donald Chuy broke into the ranks of professional football as a rookie offensive guard for the Los Angeles Rams in 1963. In May 1969, the Rams traded Chuy to the Philadelphia Eagles. His contract, which had one year remaining at $25,000. per season, was assigned to the Eagles pursuant to the trade deal. In June 1969, prior to the opening of training camp, Chuy flew from his home in California to Philadelphia to discuss his contract with Eagles' officials. After some negotiating, Chuy and Eagles' General Manager, Pete Retzlaff, reached agreement. Precisely what the parties negotiated and intended as their agreement remained in dispute at trial. However, Chuy and Retzlaff affixed their signatures to three National Football League Standard Players Contracts. The terms covering duration and compensation on these three contracts also remained in dispute.
The form contracts contained a standard NFL provision entitling a player injured during a game to full compensation for the term of his contract. Don Chuy sustained a serious injury to his shoulder in a game against the New York Giants in November 1969. Sidelined for the remainder of the season, Chuy had to be hospitalized for three weeks during December 1969. During that hospitalization Chuy was diagnosed to have suffered a pulmonary embolism, a blood clot in his lung. Chuy's examining physician advised him to cease participation in contract sports such as football and wrestling, in which Chuy often engaged during the off-season. On that advice, Chuy decided to retire from pro football and he communicated his intention to General Manager Retzlaff. At the same time, Chuy requested that the Eagles pay him for the remaining two years of what he contended was a three-year contract.
The Eagles requested that Chuy submit to a physical examination, which was performed by a Dr. Dick Harrell in March 1970. Dr. Harrell conducted extensive tests and concluded that Chuy suffered from an abnormal red blood cell condition, stress polycythemia, which may have predisposed him to the formation of dangerous blood clots. On that basis, Dr. Harrell recommended to the Eagles that Donald Chuy should no longer play professional football.
Shortly after learning of Dr. Harrell's recommendation, Pete Retzlaff informed Hugh Brown, a sports columnist for the Philadelphia Bulletin, that Chuy had been advised to quit football because of his blood clot condition. After speaking to Retzlaff, Brown telephoned Dr. James Nixon, the Eagles' team physician, to gather more information on Chuy's medical status for his column. A central issue at trial was whether Dr. Nixon told Brown that Chuy was suffering from polycythemia vera, a potentially fatal blood condition of greater severity than stress polycythemia. Mr. Brown testified that Dr. Nixon called Chuy's condition polycythemia vera (N.T.Mar. 3, 1976, 19; 83a). Dr. Nixon testified that he informed Mr. Brown that Chuy had an elevated red blood cell count, suggestive of a form of polycythemia. To illustrate the different types of polycythemia, Dr. Nixon recalled mentioning polycythemia vera as an example, but that he did not say Chuy suffered from it (N.T. 452-56; 781a-85a).
On April 9, 1970, Hugh Brown's by-lined column carried an account of Chuy's premature retirement. The column opened with these two paragraphs (970a):
"It's a jaw-breaker . . . Polycythemia Vera . . . and the question before the house is how Don Chuy, the Eagles' squatty guard, got hit with the jawbreaker.
"'One of the consequences of Polycythemia Vera,' said Dr. James Nixon, the Eagles' physician, 'is that the blood cells get in each other's way. It's a definite threat to form embolisms, or emboli,'"
The remainder of the column contained quotes from Retzlaff, Dr. Nixon, and Chuy's attorney concerning Chuy's medical condition and his effort to receive compensation on his putative three-year contract. The AP wire service picked up the story and articles appeared the next day throughout the country, including the Los Angeles Times, reporting that Chuy was forced to retire and that "Dr. James Nixon, Eagles' physician, said Chuy is suffering from Polycythemia Vera" (App. 971a-72a).
The uncontroverted evidence at trial indicated that polycythemia describes a number of different conditions involving excessive red blood cells. Stress polycythemia is not a life-threatening condition, while polycythemia vera is potentially fatal. All doctors who testified to having examined Mr. Chuy agreed that he definitely never suffered from polycythemia vera.
After reading the Los Angeles Times' report of Dr. Nixon's account of his illness, Chuy panicked and immediately called his personal physician, Dr. John W. Perry. Dr. Perry informed Chuy that polycythemia vera was a fatal disease but that, from his records, Chuy did not in fact have the disease. Dr. Perry recommended additional testing to verify that Chuy did not in fact have polycythemia vera. Despite Dr. Perry's qualified assurances, Chuy testified that he believed Dr. Nixon would not have publicized his diagnosis unless true (N.T. 82; 349a). Chuy testified that his "mind just snapped" (Id.) Even while in Dr. Perry's office, Mr. Chuy broke down emotionally (N.T. 83-84; 350a-51a). Afterwards Chuy became a "mental wreck," marital difficulties ensued, and his physical condition worsened (N.T. 84-88; 351a-55a). Several months elapsed before Mr. Chuy put himself under Dr. Perry's care and submitted to tests, which disproved the existence of polycythemia vera.
Donald Chuy brought suit, alleging antitrust violations, breach of contract, intentional infliction of emotional distress, and defamation. The district court's dismissal of the antitrust claim, 407 F.Supp. 717 (E.D.Pa. 1976), has not been appealed. At trial, the district court submitted the remaining claims to the jury by means of special interrogatories addressed to the factual predicates for the legal elements of each cause of action.
On the contract claim the jury found that Chuy and the Eagles intended that, were Chuy unable to play football during the 1970 and 1971 seasons because of a footballrelated injury, the Eagles would compensate Chuy for both seasons. Answer to interrogatories 1, 4 (965a-67a). The jury also found that Chuy's injuries sustained during the 1969 season rendered him unable to play in either 1970 or 1971. Answer to interrogatory 5 (967a). On the basis of these findings, the district court molded a damage award for breach of contract in the amount of $45,000. This amount reflected $60,000. in salary owed Chuy for the 1970 and 1971 seasons, minus a $15.000. debt Chuy owed the Eagles. The Eagles' appeal challenges the judgment imposing contractual liability for the 1970 and 1971 seasons.
On the intentional infliction of emotional distress claim, the jury found that Dr. Nixon told Hugh Brown that Chuy was suffering from polycythemia vera. Answer to interrogatory 7 (968a). The jury also found that the natural and probable consequence of the statement was that it would come to Chuy's attention. Further, they found the natural and probable consequence of its coming to Chuy's attention rendered the statement shocking or outrageous or exceeding the bounds of decency. Answer to interrogatory 9 (969a). The jury also found that the Eagles exerted the right to control and actual control over statements made by Dr. Nixon to the press concerning the physical condition of Eagles' players. Answer to interrogatory 6 (967a). Based on these answers, the district court made a finding of tortious liability. The amount of damages from the making of the statement was calculated by the jury at $10,000. compensatory damages and $60,590.96 punitive damages. The Eagles' appeal challenges the imposition of liability and the award of damages in every respect.
On the defamation claim, the jury found that Dr. Nixon's statements tended to injure his reputation, but that Hugh Brown did not understand that the effect of publication of Dr. Nixon's statements would be to harm Chuy's reputation. Answer to interrogatory 8 (968a). On the basis of these answers, the district court entered judgment against Chuy on his defamation claim. Chuy challenges this denial of liability.
After judgment was entered on March 15, 1976, against the Eagles in the sum of $115,590.96 (1135a), both parties filed their post-trial motions seeking either judgment notwithstanding the verdict or a new trial. The Eagles' motions were addressed to the contract and intentional infliction of emotional distress claims. Chuy's motion sought a new trial on defamation. The district court denied all post-trial motions in its January 31, 1977, order. Both parties appeal from that final order.
The Eagles principally contend that, as a matter of law, the three "standard player contract" forms executed by the parties on June 16, 1969, plainly constituted on their faces three separate, consecutive, one-year contracts and that this unambiguous construction should have been given effect by the trial court without resort to parol evidence of the parties' intent and understanding. The district court concluded that the three written contract forms signed by Chuy and the Eagles' General Manager, Pete Retzlaff, were properly construed together, that they were reasonably susceptible to ambiguity and that the jury should resolve the ambiguity on the basis of pertinent parol evidence. We must decide whether the district court erred as a matter of law in submitting to the jury the task of determining the meaning of Chuy's contract with the Eagles.
The cardinal rule of construction of contracts is that the intent of the parties at the time of the making of the contract is controlling. Kennedy v. Erkman, 389 Pa. 651, 655, 133 A.2d 550, 552 (1957). Under Pennsylvania law, the intent of contracting parties is exclusively determined from the written instrument if its words are "clear and unambiguous." Kennedy v. Erkman, supra. See East Crossroads Center, Inc. v. Mellon-Stuart Co., 416 Pa. 229, 205 A.2d 865 (1965); United Refining Co. v. Jenkins, 410 Pa. 126, 189 A.2d 574 (1963). When the language of the written contract is ambiguous, extrinsic or parol evidence is admissible to resolve the ambiguity. In re Herr Estate, 400 Pa. 90, 94, 161 A.2d 32, 34 (1960); Kennedy v. Erkman, supra; Castellucci v. Columbia Gas, Inc., 226 Pa.Supper. 288, 292, 310 A.2d 331, 333 (1973). While the court is to construe and give legal effect to an unambiguous written contract, see Pines Plaza Bowling, Inc. v. Rossview, Inc., 394 Pa. 124, 145 A.2d 672 (1958), once the court determines that parol evidence is relevant to the construction of an ambiguous contract, the jury must resolve the ambiguities and determine the parties' intent. Easton v. Washington County Insurance Co., 391 Pa. 28, 35-36, 137 A.2d 332, 336 (1957); Castellucci v. Columbia Gas, Inc., 226 Pa.Super. 288, 294, 310 A.2d 331, 334 (1973).
The "standard player contract" adopted by the professional football leagues details the respective rights of the player, club and league. The only non-standardized provisions requiring individualized negotiation and agreement are the term of the contract*fn1 and the amount of compensation.*fn2 On the standard form contract, blanks appear where the parties must fill in the termination date of the contract and the amount of compensation payable for each football season during the term of the contract. Don Chuy and the Philadelphia Eagles Football Club executed three standard player contract forms, each dated June 16, 1969. On one form, the termination date in paragraph 1 was the 1969 football season (App. 1026a). On the others, the years 1970 and 1971 were typed in, respectively (App. 1030a, 1034a). On each form the amount of $30,000. was entered in the blank space in paragraph 3 (App. 1026a, 1030a, 1034a).
The term of coverage and compensation per season are determinative of Chuy's entitlement under paragraph 14 of the standardized player contract (1028a):
"14. In the event that Player is injured in the performance of his services under this contract . . . the Club will . . . (2) continue, during the term of this contract, to pay Player his salary as provided in P 3 . . . if and so long as it is the opinion of the Club Physician that Player, because of such injury, is unable to perform the services required of him by this contract."
Injured during the 1969 football season and forced to retire for medical reasons, Mr. Chuy claimed compensation under paragraph 14 through the 1971 season. The Eagles, having construed each contract as a single year agreement, argued that only the 1969 season's contract was in effect at the time of Mr. Chuy's football-related injury.
The plain meanings of paragraph 1 of the contracts, as executed, were to create respectively a one-year contract for the 1969 season, a two-year contract for the 1969 and 1970 seasons, and a three-year contract for the 1969-1971 seasons. Such overlapping terms of coverage rendered highly ambiguous the meanings of paragraph 14 in the executed contracts. Thus, the district court did not err in admitting parol evidence to clarify the intent of the parties as to the duration of their contract and the applicability of paragraph 14's provision for complete compensation for football-related injuries. Moreover, under well-settled Pennsylvania law, the jury, was properly called upon by the trial court to determine the intent of the parties.*fn3
The jury heard testimony from Mr. Chuy and Eagles' officials concerning the negotiations conducted on the day of the signing of the contracts. Chuy recounted that he had requested a three-year, no-cut no trade contract for $100,000. total (N.T. 32-33; 297a-98a). He also testified that Retzlaff responded by offering a three-year contract for $90,000., including a $15,000. advance, but not including the no-cut no-trade provision. Chuy recalled that Retzlaff repeatedly described the Club's offer as a "$90,000 package" (N.T. 36; 301a). Retzlaff, in his testimony, denied ever having offered a three-year contract or characterizing his offer as a three-year package (N.T. 10-13; 577a-80a). The jury, after hearing all the testimony, answering in response to the special interrogatories that both Chuy and the Eagles' General Manager manifested an intent and beliefs that if Mr. Chuy sustained a football-related injury in 1969 and as a result was unable to play in 1970 and 1971, the Eagles would be liable to him for salary for 1970 and 1971 (special interrogatories 1, 4; 965a-67a).
On an appeal from denial of a motion for judgment notwithstanding the verdict, this court must view all the evidence and inferences reasonably drawn therefrom in the light most favorable to the party with the verdict. Kademenos v. Equitable Life Ins. Soc'y, 513 F.2d 1073, 1074 (3d Cir. 1975). After reviewing the pertinent trial testimony, we find sufficient evidence from which the jury could have found that the parties intended that Chuy would be compensated for three years for any football-related injury crippling his ...