The crux of the issue here is the expiration of the Vikings lease-contract with the MSFC at the end of the current football season and rumors that unless public financing is forthcoming to build a new stadium, the Vikings are leaving. In the last couple of days the original lease agreement was reviewed and an interesting contract clause was located. It states in section 15:3:
"For each football season, or part of football season, while this Agreement is suspended, the term of this Agreement ... shall be extended by one football season."
The occasion for invocation of this clause is the collapse of the Dome earlier this year due to snow and the playing of home games at TCF Bank stadium (UMN) and then in Detroit.
Now under the normal rules of contract law, parties generally are not in breach if they are unable to perform for reasons beyond their control. Impossibility to perform is generally accepted as a defense against claims of breach of contract. However, section 15.3 appears within a part of the contract titled as “force majeure.”
Generally force majeure refers to acts of God–acts that are beyond the control of parties such as severe weather, floods, wars, or other acts unforseen by the parties. Normally a roof collapse due to snow would qualify as force majeure. Yet 15.3 also covers this issue and states that: “In the event of a total or partial destruction rendering the stadium not suitable for playing home games...” Thus, the contract appears to define force majeure here, meaning that the collapse of the Dome might well require the Vikings to stay on another year.
But there is still another legal issue at stake here–the concept of specific performance. Generally if contracts are breached the courts do not order specific performance–that is they do not order that the breaching party must actually perform the contract. Instead, the remedies for contract breaches generally are monetary–one pays money. Now there are several formula to calculate damages and they will be ignored here. However, the point is that there are very few instances in Minnesota law where specific damages are awarded.
Specific performance is not generally awarded in personal service contracts or in the case of commercial leases. Landlords usually cannot compel a tenant to stay on and the reverse is usually true too–a tenant cannot require owners to rent to them. Specific performance is ordered only when there is no way to measure or monetize the damages (figure out how to place a cash value on the damages), when the performance called for is something unique–the transaction of real estate for example–,or when the contract contemplates or calls for specific performance.
In the case of the Vikings agreement with the MSFC, one could argue that the agreement itself allows for specific performance by the fact that section 15.3 defines force majeure and what should happen when the team cannot play in the Dome due to its incapacity. Moreover, section 20.8 of the Agreement also provides that the parties can insist upon the “strict and prompt performance of the terms of this Agreement.” Arguably, this clause permits specific performance.
Additionally, one could argue that the nature of the contract–compelling performance of a professional sports franchise–involves something so unique that monetary damages cannot replace the loss. In effect, losing a pro football franchise is something that cannot be replaced with normal contract money damages and therefore specific performance is required. Don’t bet on this as a winning argument.
Furthermore supporters of specific performance can turn to the case of Metropolitan Sports Facilities Com'n v. Minnesota Twins Partnership, 638 N.W.2d 214 (Minn.App. 2002). Here the Twins were required to remain playing in the Dome after major league baseball wanted to contract the league and shutdown the Twins. That case involved an injunction to prevent the contraction. Unlike the Vikings’ lease, the Twins’ had an obligation to play in the Dome unless their force majeure clause applied. It excused them from performance if they were unable to play a home game for a reason beyond the Team’s and the Commission’s control, including strikes, an act of God, a natural casualty, or a court order. Contraction was not force majeure.
The facts in that case are very different from the one with the Vikings. Here, the issue is not contraction but possible breach of contract. Moreover, the Twins case was about a temporary injunction to prevent a team from being eliminated and not simply leaving town. With the Twins, if they were contracted the harm was permanent and it might not be possible to collect money damages. Here, the possibility to collect money damages does exist.
Overall, the Vikings’ agreement with the MSFC gives the latter and the state a new legal tool to use for bargaining. Whether a court would actually enforce it may be immaterial to the uncertainty of how a judge might interpret it and how the agreement might provide a leverage for negotiation.