The opinion of the court was delivered by: Senior Judge Kelley
Argued: November 11, 2008
BEFORE: HONORABLE RENÉE COHN JUBELIRER, Judge, HONORABLE JOHNNY BUTLER, Judge, HONORABLE JAMES R. KELLEY, Senior Judge.
In these cross appeals, James Deoria (Deoria) and Harry Joe Yorgey (Yorgey) appeal from an order of the State Athletic Commission (Commission), which modified the terms of the parties' contract. We vacate.
This case involves a contract dispute between a professional boxer, Yorgey, and his manager, Deoria, both of whom are licensed by the Commission. On February 9, 2006, Yorgey and Deoria entered into a three-year boxer-manager contract, which was submitted to and approved by the Commission pursuant to Section 1104 of the Boxing Act, 5 Pa. C.S. §1104, and Section 21.1(d) of the Commission's Professional Boxing Regulations, 58 Pa. Code §21.1(d). The contract provides, in pertinent part:
SECOND: The Manager agrees to pay the Boxer 60% (Must be at least 55%) of all sums of money derived by him from any services that the said Boxer may render hereunder. The Manager shall be responsible for all necessary training expenses incurred by the Boxer in the performance of his duties, and further agrees and guarantees said Boxer that the said 60% of the moneys to be paid to him as above provided shall in no year during the term of his contract be less than $2,000 Dollars (Not less than $1,000).
* * * FIFTH: The Boxer agrees that he will not, during this contract, take part in any contest or other exhibitions, or otherwise exercise his talent in any manner or place except as directed by the Manager, and will not allow his name to be used in any commercial enterprise whatsoever without first obtaining the written permission of his Manager so to do.
* * * NINTH: The Manager agrees to use his best efforts to secure remunerative contests and exhibitions for the Boxer.
* * * TWELFTH: In the event of an unresolved dispute between the foresaid Boxer-Manager, the Commission may intercede in said dispute and all decisions rendered by the Commission shall be binding on both parties.
Reproduced Record (R.R.) at 1.
Approximately two years after entering into the contract, a contract dispute arose between Yorgey and Deoria over Yorgey's career path and future fights. In January 2008, Yorgey entered into a contract with a promoter. Through the promoter, Yorgey was presented with the opportunity to fight Jason LeHoullier in a televised match on ESPN. Yorgey wanted to take part in the bout. However, Deoria did not approve the match-up believing LeHoullier to be an unsuitable opponent for Yorgey. Deoria instead secured a fight against James Moore, which Yorgey declined. Yorgey was advised not to return to Deoria's gym, where Yorgey had trained for over ten years at no cost, until they resolved their differences.
On February 21, 2008, Deoria and Yorgey and their attorneys met with the Executive Director of the Commission, Gregory P. Sirb, to discuss the disputed contract. Sirb upheld the boxer-manager contract, finding that Deoria had used his best efforts to secure remunerative contests and exhibitions for Yorgey. By letter dated February 22, 2008, Yorgey requested a hearing before the Commission on the basis that Deoria had breached the parties' contract. On May 7, 2008, a hearing regarding the boxer-manager contract was held before the full Commission.
Based upon the testimony and evidence presented, the Commission affirmed the decision of the Executive Director to the extent that the contract remains in effect in substantial part. However, the Commission modified the second and fifth provisions of the contract, finding it to be in the best interest of both parties to permit Yorgey to take part in any contests or exhibitions or otherwise exercise his talent without the approval of manager Deoria, so long as 15% of all fight purses is paid to Deoria under provision two of the contract. By order dated June 13, 2008, the Commission modified these two provisions of the contract and upheld the other provisions of the contract.
From this decision, Deoria and Yorgey each petitioned for review with this Court.*fn1 Deoria objected to the Commission's order on the ground that the Commission has no authority to amend or reform the contract between boxer and manager; in changing key terms of the contract to the detriment of Deoria, the Commission has committed an error of law. Yorgey objected on the grounds that the ...