Under the agreement, Ms. Costa must, “maintain her current level of fitness and conditioning during the term of this Agreement.” However, the company alleges that Ms. Costa breached the contract by gaining forty-five pounds. To put that in perspective, she lost 155 pounds while on the show, so if FCOM is correct about her weight gain then she put back on almost a third of what she took off. She took third place her season at 139 pounds (according to wikipedia), which means she has allegedly put back on a third of her weight after the show. After FCOM complained that it could no longer have her appear at the franchises to promote the brand due to her weight, she signed a new deal with Anytime Fitness and has been a spokesperson for their brand. Ms. Costa then sued FCOM for continuing to use her likeness, only to voluntarily dismiss her suit. Following the dismissal, FCOM filed its own suit for breach of contract and copyright infringement. Of course, this suit was filed in Florida so you know their judicial system is sure to turn this into some sort of media circus.
The key issue in this breach of contract suit is whether the fitness clause requiring Ms. Costa to, “maintain her current level of fitness and conditioning” required her to maintain her weight at or near the quantity at the time she entered into the agreement. Commenters on news stories announcing the lawsuit (such as this one) frequently point out that the contract does not specifically talk about her weight and any ambiguity in the contract is construed against the drafter–FCOM–therefore, the contract was not breached when she gained weight. These arguments misunderstand the basic tenets of contract law. Let’s address each.
Does “weight” have to be included as a term of the contract?
Not necessarily. In interpreting the contract, the court will determine whether weight maintenance is part of her “current level of fitness and conditioning”. When interpreting a contract, a court is not looking for every possible scenario or condition to be explicitly described in the contract. Instead, the court can determine the meaning of the terms in the contract based on the language of the contract, the plain meaning of the terms used and industry meanings of the terms used. Otherwise, contracts would be impossibly long because they would have to describe every possible meaning or condition meant by every word used in the contract. That would make contracts impractical and exhausting to read. When drafting a contract, the drafter must balance drafting the contract with specific language to identify the intent of the parties but broad enough to include all the possible outcomes that could arise under the terms of the contract. The risk of being too specific is that when the contract does not specifically speak to an outcome that occurs, the contract can be interpreted to have intended to left out the inclusion of her weight gain. The risk of being too broad is that the contract can be interpreted to be too vague to put Ms. Costa on notice that she had to maintain her weight.
Is ambiguity construed against the drafter?
Yes. A basic rule of contract interpretation is where ambiguity exists in contract language it shall be construed against the drafter. Ambiguity, from a legal perspective, does not mean that a word or phrase could be interpreted to mean or not mean something. That would make all words in a contract empty because a party could merely make up a contrary meaning and destroy the intended meaning. Ambiguity means the contract can reasonably be interpreted in more than one way. Ambiguity is resolved as a legal question, therefore a reasonable interpretation must be one that exists under legal principles of contract interpretation. If two (or more) reasonable interpretations exist and the court cannot legally determine one was the intended meaning by the parties then it will pick the interpretation that favors the non-drafter because the drafter had the opportunity to draft the contract with more specificity and explanation of the parties’ intent.
How will this play out?
It is possible that the contract did not intend to speak to her weight but rather her diet and exercise. I suppose it is possible that she could have maintained her current weight with a less rigorous diet and exercise regime than what she endured on the show, just as much as it is possible that she maintained the regime from the show but due to a medical condition she still gained back some of the weight. Absent a medical condition causing her to gain weight, it is hard to swallow (pun intended) that she gained a third of her body weight while continuing a very disciplined and rigorous diet and exercise regime. It’s also doubtful that the parties did not understand that her physical appearance, especially her weight, was a huge part of the contract because they wanted her to be a spokeswoman for a weight loss-focused program.
However, the issue is not just what the parties intended but what the parties agreed to. It does appear from the plain language that FCOM was contracting for her to maintain her conditioning and fitness, not her weight. On the other hand, it’s not entirely outside of the common meaning of “fitness” to include her weight. Additionally, her weight gain is a very clear indication that she did not “maintain her current level of fitness and conditioning” (again, if no medical condition interfered). So the contract may not even need to be interpreted to include her weight maintenance so long as it is indicative of a failure to continue the diet and exercise regime. Certainly the drafting could have been clearer but may not be fatal to the contract. In the end, both sides will pay more to lawyers than the value each received, or could have received under the contract, and it will probably settle. There are lots of other legal issues involved than the interpretation of that clause but those are not nearly as interesting.
Why I’m writing about this
Ms. Costa was not an employee of FCOM but she was an independent contractor and provided work under a contract. For that reason, it is related to employment law for independent contractors. The same contract principles also apply to those who work as employees under an employment contract or under a union collective bargaining agreement. In most cases, the employer drafts the employment contract or service contract (for independent contractors) and bears the risk of drafting the contract. However, the reality is most employees and independent contractors do not have the time or money to fight an employer over the terms of the contract, especially if the employer is withholding compensation over the dispute. For that reason, it is important for the employee or independent contractor to have input on the contract when possible to make sure the terms are explicit enough to protect your rights. It might not be a bad idea to hire a lawyer to help you negotiate the terms.