Construction professionals at work

While it’s de rigueur to dislike lawyers, and the seemingly overly litigious nature of society in general, the profession is a necessary one and lawyers are important tools for use in many important scenarios. When drafting a construction agreement or another agreement with a construction/improvement on land clause, the definition of certain words can have significant consequences, and if there’s one thing lawyers are well-versed in, it’s defining terms to the umpteenth degree. Recently, the Norther District of Illinois handed down a decisions that revolved around the definition of a single word.

The Case Background

Back in 2004, the Chicago Cubs and some rooftop businesses surrounding Wrigley Field entered into a license agreement concerning the seats on the rooftops. The agreement allowed the Cubs to collect some of the profit from the rooftop ticket sales. In exchange for some of the profits, the Cubs agreed to not build any obstructions blocking the rooftops’ view of Wrigley Field. However, section 6.6 of the License Agreement reads

The Cubs shall not erect windscreens or other barriers to obstruct the views of the Rooftops, provided however that temporary items such as banners, flags, and decorations for special occasions, shall not be considered as having been erected to obstruct views of the Rooftops. Any expansion of Wrigley Field approved by governmental authorities shall not be a violation of this Agreement, including this section.

Remember this provision. We will come back to it in a bit.

From 2010 to 2013, the Cubs announced a renovation plan to expand Wrigley’s bleacher section, construct two video boards, and construct an outfield sign package. All of the construction would greatly obstruct the views of the rooftop businesses. Despite objections, the Chicago Plan Commission, City Council, and Commission on Chicago Landmarks approved the plan in 2013. Construction and restoration began in September of 2014. The rooftop businesses maintained throughout the entire approval process that the Cubs were trying to drive them out of business and have been attempting to do so for a significant amount of time. The rooftop businesses then filed for a preliminary injunction to stop the construction project.

The Court’s Decision

In Right Field Rooftops, LLC v. Chi. Baseball Holdings, LLC, 2015-1 Trade Cas. (CCH) P79,152, one of the main issues to be resolved was which interpretation of the License Agreement would prevail. Obviously under the Rooftops interpretation, the Cubs breached the License Agreement by constructing and planning to construct structures that will obstruct the view of the rooftop seating, specifically a video board already constructed in right field. The Cubs countered this argument by pointing out section 6.6 of the License Agreement that allowed for “any expansion” that was approved by a government authority. Rooftops conceded that the project was approved by a government authority, but argues that the video board does not fall under the meaning of “any expansion” in section 6.6.

The Court then went into a literal interpretation of the terms “any” and “expansion.” Because there was no definition in the agreement, the Court was forced to interpret the terms as meaning “any change to Wrigley Field that adds volume or mass, including the addition of components unrelated to seating capacity.” Therefore, the video board fell under the exception, along with the rest of the construction project.

Don’t Overlook the Simple Things

This case is a perfect example of how important it can be to define ambiguous words and phrases in a construction agreement or clause. Defining words during the negotiating phrase can be beneficial to all parties involved. These definitions can save time and money by avoiding unnecessary litigation later down the road. A carefully drafted agreement should reflect the intentions of all parties agreeing to the terms. Otherwise, like the Cubs and Rooftops, the defining of some terms will be left of to the courts to determine. In that case, a term may then arise that you initially did not think you were agreeing to. Make sure you understand and are on the same page with the other party you are contracting with before you agree to anything.

District Court Gives Cubs A Win: Words Matter In Construction Agreement
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District Court Gives Cubs A Win: Words Matter In Construction Agreement
When drafting a construction agreement, words should be defined to reflect the intentions of all parties. Definitions can save parties time and money.
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