Zinn v. Parrish

644 F.2d 360 (7th Cir. 1981)

- Facts:
o Zinn was Parrish’s agent
o He negotiated several K’s with the Bengals for Parrish
o He charged a 10% commission on all deals as his fee
o During the ’74 season, Zinn negotiated a 4 yr 250k deal for Parrish with the Bengals
o Shortly after this, Parrish fired Zinn and refused to pay him his commission
o Other obligations Zinn had to perform for Parrish included:
ß Getting endorsements
ß Business investment advice
ß Tax advice
ß Etc.
- Issue:
o Did Zinn breach his K with Parrish?
- Holding:
o No he did not.
- Reasoning:
o Zinn’s representation of Parrish did not violate the 1940 Act which makes void any K for investment advice made by an unregistered adviser
ß Zinn did not violate this rule
ß He never held himself out to be an investment advisor
ß Zinn provided ordinary business advice rather than advice on securities
o Employment Procurement Issue:
ß Parrish could not, without being in breach of his Bengal’s K, enter into negotiations with other teams while he was under K with the Bengals
ß Thus, unless he decided to contract for future services the year following the term of the option clause with the Canadian or World Football League, Parrish’s only sensible course of action throughout the time Zinn managed him was to negotiate with the Bengals
ß Parrish had no complaints of Zinn’s representation up-to the ’74 K
• Parrish claims Zinn should have gotten other offers from other leagues to up his bargaining power
• Given what Zinn accurately perceived as the unreliability of any offers he might have obtained from the WFL, his representation of Parrish during this period was more than reasonable.
ß The court concludes that it is impossible to fault Zinn for is representation of Parrish
o Other Obligation issues:
ß At all events, there is no claim that there was a failure to negotiate employment K’s with other athletic organizations
ß Until Parrish terminated the K, the evidence was clear that Zinn made consistent, good faith efforts to obtain off-season employment and endorsement Ks
• The district ct confused success with good faith efforts in concluding that Zinn’s failure to obtain in many cases jobs or Ks for Parrish was a failure to perform. Moreover, Zinn did give business advice to Parrish on his real estate purchases, and did secure tax advice for him.
ß Up to when Zinn was fired he did the best job he could do
Therefore Parrish was in breach of K and should have to pay up.

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