Tara Costa was a contestant on season seven of the well-known NBC reality show Biggest Loser. Ms. Costa did not win her season but she was a fan favorite. She used her popularity to elevate her career from plus-sized model to motivational speaker and fitness spokesperson. After leaving the show, Ms. Costa signed an agreement with FC Online Marketing (FCOM) Under this agreement, she would act as a spokesperson for the company and it could use her likeness to advertise. But then there was something else.
Employment agreements and employment law in Texas
Under the employment agreement, Ms. Costa must, “maintain her current level of fitness and conditioning”. The company alleges breach of contract by gaining forty-five pounds. 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 it could not have her promote the brand due to her weight, she signed a deal with Anytime Fitness as a spokesperson. 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.
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 frequently point out that the contract does not specifically talk about her weight. They contend courts construe ambiguity in the contract against the drafter. Therefore, she did not breach the contract when she gained weight.
These arguments misunderstand the basic tenets of contract law. Let’s address each.
Does “weight” have to be 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 broad language is that the contract can be interpreted to be too vague to put Ms. Costa on notice that she had to maintain her weight.
Determining the meaning of contract terms is a critical part of litigating contractual claims. This is where the lawyers on both sides–for employer and employee–will fight. Prior judicial interpretations of similar clauses will carry the most weight but the lawyers will each inject arguments on behalf of their clients. Similar prior interpretations are persuasive but may not be so similar that the court cannot find a different interpretation. This is why parties in a contract dispute should hire lawyers near you ASAP.
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 does not mean that a word or phrase could mean or not mean something. That would make all words in a contract empty. 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 a legal question; therefore a reasonable interpretation must exist 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.
Similarly, the court may rely upon prior decisions on similar language as well as the arguments of each sides attorneys. Interpreting contracts is not an easy act and lawyers representing the parties play a large role in guiding the court’s decisions.
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 as 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 appears from the plain language that FCOM contracted 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 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 under the contract. There are lots of other legal issues beyond the interpretation of that clause; but not nearly as interesting.
Why this Texas employment attorney wrote about this contract story
Ms. Costa was not an employee of FCOM but she was an independent contractor and provided work under a contract. For that reason, it relates to employment law for independent contractors. The same principles apply to employees under an employment contract or a union collective bargaining agreement. In most cases, the employer drafts the employment contract or service contract and bears the risk of drafting the contract.
Most employees and independent contractors do not have the resources to fight an employer over the terms of the contract. Especially if the employer is withholding compensation over the dispute. It is important to have input on the contract when possible to make sure the terms protect your rights.
It might not be a bad idea to hire an employment lawyer to help you negotiate the terms. If you find yourself in a contract dispute or an employment dispute with an employer then you should talk to an employment lawyer ASAP. Many employment law claims in Texas are difficult or complex. Pursuing them without a lawyer can be harmful to your claims.