NATIONAL FOOTBALL LEAGUE PLAYERS ASSOCIATION, In the Matter of the Arbitration Between DREW ROSENHAUS and JASON ROSENHAUS Claimants, OPINION AND AWARD ~and- Case No. NFLPA 12-31 DESEAN JACKSON Respondent. Sete Ria LR APPEARANCES For DREW AND JASON ROSENHAU: David Dickieson. Schertler & Onorato, LLP Washington, DC For DESEAN JACKSON: William P. Quinn, Jr. Morgan Lewis & Bockius, LLP Philadelphia, PA STATEMENT OF THE CASE On May 21, 2013, Contract Advisor Drew Rosenhaus filed a grievance with the National Football League Players Association (“NFLPA”) against NFL player DeSean Jackson. On June 25, 2013, Todd Flanagan, NFLPA Staff Counsel, appointed Arbitrator Roger P, Kaplan to. arbitrate the matter pursuant to Section 5 of NFLPA’s Regulations Governing Contract Advisors, Kaplan conducted an arbitration hearing on September 24, 2013. The parties submitted post- hearing briefs in November 2013. By Award date April 10, 2014, Kaplan sustained the grievance in part and denied it in part, ultimately awarding Drew Rosenhaus $516,415 for services rendered and in repayment of loans extended. No interest or attomey’s fees were awarded.On April 24, 2014, Drew Rosenhaus filed a petition in the United States District Court for the Central District of California seeking to confirm Arbitrator Kaplan’s award, Jackson filed a cross-petition to vacate the award. On August 4, the court determined that Arbitrator Kaplan had not exceeded his authority in the underlying NFLPA arbitration proceeding. Further briefing, however, was ordered regarding the disclosure of the prior and continuing relationship, if any, between Kaplan and the Rosenhauses relating to Kaplan’s involvement in another NFLPA arbitration involving Rosenhaus. Following limited discovery on the issue, the court determined that Arbitrator Kaplan should have disclosed his prior service in that dispute, On that basis, the court granted Jackson’s cross-petition and vacated the Kaplan arbitration award on February 26, 2016. With the underlying grievance once more unresolved and the parties unable to compose their differences, the dispute was again advanced to arbitration as set forth under Section 5 of the NFLPA Regulations Governing Contract Advisors. On March 24, 2016, the NFLPA designated this Arbitrator to hear the matter and issue a final and binding decision. On May 26, 2016, Rosenhaus filed an amended grievance. Jackson filed his Response to the Grievance and Request for Relief on June 6, 2016. On July 11, Jackson moved to exclude certain evidence and argument alleged to be in conflict with governing NFLPA regulations. On July 12, 2016, this Arbitrator denied that motion.! ' Arbitrator Kaplan had taken account of NFLPA’s more liberal past administration of the anti- inducement rule over time and a Federal District Court determined that he had not exceeded his authority in doing so. Respondents thus sought in their “Motion to Exclude Evidence and Arguments that Conflict with NFLPA Regulations,” a preemptive ruling barring consideration of any argument suggesting the anti-inducement rule might have limitations. Any, inducement, it argued, is an improper inducement. No unwritten exceptions may be entertained, the motion urged, and any neutral who indulges such arguments “would exceed his/her authority under the Regulations as written and the Federal Arbitration Act.”Arbitration proceedings commenced in Washington, DC on July 27, 2016 and were completed the following day by teleconference. Both parties, represented by counsel, were afforded full opportunity to present evidence and arguments in support of their respective positions. Following receipt of the transcript, post-hearing briefs were exchanged on or about September 20, 2016. Without regard to whether specifically referenced herein, all testimony and documents received in evidence and all argument advanced by the parties have been considered in the preparation of this final Opinion and Award. ISSUES 1, Did Rosenhaus induce Jackson to sign the Standard Representation Agreement (“SRA”) with the payment of $175,000 and a $200,000 interest-free loan, thereby violating Section 3(B) (2) of the NFLPA governing Contract Advisors? 2. Does Rosenhaus’ failure to timely file the Standard Representation Agreement and the 2009, 2010 and 2011 Loan Agreements entered into by the parties render the agreements unenforceable? 3. What monies, if any, does Jackson owe Rosenhaus for services rendered as his Contract Advisor and for reimbursement of loan advances set forth in the written loan agreements? 4, What amount of interest, if any, does Jackson owe Rosenhaus on the loan advances beyond the parties” initially agreed-upon loan amount? 5. What attomey fees, if any, are appropriate under the circumstances presented? * PERTINENT NFLPA REGULATIONS GOVERNING CONTRACT ADVISORS As amended through June 2012) SECTION 3: STANDARD OF CONDUCT FOR CONTRACT ADVISORS A. General Requirements A Contract Advisor shall be required to: * In the 2013 Arbitration before Arbitrator Roger Kaplan, discussed more fully below, the parties stipulated to substantially the same issues. The second issue identified is raised here for the first time, The fifth issue was raised in the 2013 hearing but not addressed by the 2014 award.(6) Execute and abide by the printed Standard Representation ‘Agreement with all players represented and file with the NFLPA a copy of that fully executed agreement along with any other agreement(s) for additional services that the Contract Advisor has executed with the player, including, without limitation, agreements or other relevant documents relating to loans, lines of credit, or pre-combine or pre-draft services or benefits being provided to rookie clients. If the Contract Advisor and player enter into any other agreement(s) subsequent to the execution of the Standard Representation Agreement, the Contract Advisor shall submit a copy of such agreement(s) to the NFLPA within ten (10) days of the execution of such additional agreement(s). B. Prohibited Conduct Contract Advisors are prohibited from: (2) Providing or offering money or any other thing of value to any player or prospective player to induce or encourage that player to utilize his/her services; (3) Providing or offering money or any other thing of value to a member of the player’s or prospective player’s family or any other person for the purpose of inducing or encouraging that person to recommend the services of the Contract Advisor; (17) Failing. . . to provide the NFLPA copies of all agreements between the Contract Advisor and each player as required by Section 3(A) (6) of these Regulations, (21) (a) Initiating any communication, directly or indirectly, with a player who has entered into a Standard Representation Agreement with another Contract Advisor and such Standard Representation Agreement is on file with the NFLPA if the communication concerns a matter relating to the: (@ Player's current Contract Advisor, Gi) Play *s current Standard Representation Agreement; (ii) Player’s contract status with any NFL Club(s); or (iv) Services to be provided by prospective Contract Advisor either through a Standard Representation, Agreement or otherwise.(b) If a player, already a party to a Standard Representation Agreement, initiates communication with a Contract Advisor relating to any of the subject matters listed in Section 3(B)(21)(a) the Contract Advisor may continue communications with the Player regarding any of those matters. (©) Section 3(B)(21) shall not apply to any player who has less than sixty (60) days remaining before his NFL Player Contract expires, and he has not yet signed a new Standard Representation Agreement with a Contract Advisor within the sixty (60) day period. (22) Conditioning the signing of a Standard Representation Agreement upon the signing of a contract for other services or the performance of other services by the Contract Advisor or any affiliated entity; or conditioning the signing of a contract for other services or the performance of other services by the Contract Advisor or any affiliated entity upon the signing of a Standard Representation Agreement; (23) Attempting to circumvent or circumventing relevant portions of Section 4(B) (5) SECTION 4: AGREEMENTS BETWEEN CONTRACT ADVISORS AND PLAYERS; MAXIMUM FEES B. Contract Advisor’s Compensation (3) A Contract Advisor who is found to have violated Section 3(B) (2) or (3) of these Regulations shall not be entitled to a fee for services provided to a player who was the subject of an improper inducement under Section 3(B) (2) or (3). In the event that the Contract Advisor collects any fees from the player before a finding of such violation, he/she shall be required to reimburse the player for such fees. If the improper inducement was a loan of money or property which was to be repaid or returned to the Contract Advisor, the money or property need not be repaid or returned by the player who was the subject of the improper inducement under Section 3(B)(2) or (3). This Section 4(B) (5) shall not be subject to any waiver by player, and any attempt by a Contract Advisor to circumvent this provision shall subject the Contract Advisor to discipline under these Regulations. Nothing in this subsection shall preclude the NFLPA from disciplining a Contract Advisor who violates Section 3(B)(2) or (3), it being intended that the forfeitureof fees and/or loaned money or property be in addition to any discipline imposed under these Regulations, SECTION 5: ARBITRATION PROCEDURES G. Costs Each party will bear the costs of its own witnesses and counsel. Costs of arbitration, including the fees and expenses of the Arbitrator, will be borne by the NFLPA; provided, however, that the Arbitrator may assess some or all of a party’s costs to an opposing party if the Arbitrator deems a party's position in the case to be frivolous and/or totally without merit. PERTINENT PROVISIONS OF _JACKSON’S STANDARD REPRESENTATION AGREEMENT (dated November 10,2009) 3. Contract Services Player hereby retains Contract Advisor to represent, advise, counsel, and assist Player in the negotiation, execution, and enforcement of his playing contract(s) in the National Football League. Player and Contract Advisor (check one): [ ] have [x] have not entered into agreements or contracts relating to services other than the individual negotiating services described in this Paragraph (e.g, financial advice, tax preparation). If the parties have, complete 3(A) and 3(B) below. [Paragraph 3(A) is left blank] B. Contract Advisor and Player hereby acknowledge that Player was given the opportunity to enter into any of the agreements described in Paragraph 3(A) above and this Standard Representation Agreement, without the signing of the agreement being conditioned upon the signing of any of the other agreements in violation of Section 3(B) (22) of the NFLPA Regulations Governing Contract Advisors. {Drew Rosenhaus and Jackson signed the respective lines for Contract Advisor and Player under Paragraph 3B] 4, Compensation for ServicesA. If Contract Advisor succeeds in negotiating an NFL, Player Contract acceptable to Player and signed by Player during the term hereof, Contract Advisor shall receive a fee as set forth in subparagraph B below. B. The fee for Contract Advisor's Services shall be as follows (Both Contract Advisor and Player must initial the appropriate line below): [Drew Rosenhaus and Jackson initialed the respective lines for Contract Advisor and Player next to Three Percent (3%)] [Next to “Other,” appears, “Jackson has the option to pay Rosenhaus 3% or 2%" in one party’s handwriting] 5. Payment of Contract Advisor's Fee Contract Advisor shall not be entitled to receive any fee for the performance of his/her services pursuant to this Agreement until Payer receives the compensation upon which the fee is based 9. Notices Alll notices hereunder shall be effective if sent by confirmed facsimile or overnight delivery to the appropriate address, contained in this agreement. 10, Entire Agreement This Agreement, along with the NFLPA Regulations, sets forth the entire agreement between the parties hereto and cannot be amended, modified or changed orally. Any written amendments or changes shall be effective only to the extent that they are consistent with the Standard Representation Agreement as approved by the NFLPA. 12. Term ‘The term of this Agreement shall begin on the date hereof and shall remain in effect until such time that itis terminated by either party in which case termination of this Agreement shall be effective five (5) days afier written notice of termination is given to the other party. Notice shall be effective for purposes of this paragraph if sent by confirmed facsimile or overnight delivery to the appropriate address contained in this Agreement.FACTS This dispute centers on interrelated questions regarding enforcement of DeSean Jackson’s Standard Representation Agreement (SRA) with Drew Rosenhaus and a series of loan agreements entered into by the parties between November 2009 and October 2011.3 Drew Rosenhaus, an attorney and sports-management agent, is Chairman of Rosenhaus Sports Representation, Inc. (RSR), Miami Beach, Florida, Mr. Rosenhaus has been an NFLPA certified Contract Advisor since August 1988. His brother, Jason Rosenhaus, also a lawyer, is the Co-Chairman of RSR, and a certified Contract Advisor sinee 1993. DeSean Jackson is a wide receiver in the NFL. He attended the University of California, Berkeley and was drafted in the second round of the 2008 NFL Draft by the Philadelphia Eagles. At the time of this arbitration Jackson was playing for the Washington Redskins. In approximately January 2009, Jackson signed an SRA with Contract Advisors from DeBartolo Sports. According to Jackson's previous testimony, after DeBartolo Sports represented him for nearly two years, he decided to obtain new representation. Consistent with this goal, he interviewed several agents, including, based upon the recommendations of a friend, Drew Rosenahus. After Jackson initiated communication with Drew Rosenhaus relative to becoming his Contract Advisor, Mike Ladge, Senior Vice President with Morgan Stanley and Jackson’s ° To the credit of highly professional Counsel on both sides, the messy truth implicated by those issues, reflected in the substantial record developed in the run-up to these proceedings and a second in this arbitration, was rendered more manageable by their stipulations to a number of factsfinancial advisor since approximately November 2009, spoke with Drew Rosenhaus concerning Jackson's finances." Jackson terminated his SRA with DeBartolo Sports on November 4, 2009, On November 6, Drew Rosenhaus contacted Doug Finniff, NFLPA salary-cap manager, to confirm if Jackson had terminated the SRA with DeBartolo Sports and, if so, when Jackson would be eligible to sign a new SRA in compliance with NFLPA’s “Five-Day Rule” requiring the lapse of five days following termination of a prior SRA before a Contract Advisor may initiate communications with a player. Finniff advised that Jackson had terminated his SRA with DeBartolo Sports and told Drew Rosenhaus that Jackson would be eligible to sign with a new Contract Advisor effective November 10. Shortly after midnight on the morning of November 10 Jackson signed an SRA with Drew Rosenhaus. Dated November 10, 2009, the document was stamped by the NFLPA as received on November 12, 2009. Since both time-stamped photos, the sworn testimony of Ladge and Jackson and the Kaplan Award confirmed the timing of the SRA’s execution, Respondents do not reassert a Five-Day Rule violation by the timing of the SRA signing, ‘After signing the SRA, Jackson and Drew Rosenhaus signed an additional agreement concerning loans from RSR to Jackson (2009 Loan Agreement). Under the 2009 Loan Agreement, RSR would advance Jackson up to $375,000. The 2009 Loan Agreement’s terms provided that upon its signing RSR would give Jackson $140,000: $50,000 in cash and a check *Ladge’s role in Jackson’s initial discussions with Drew Rosenhaus is the subject of prior testimony in this dispute. Ladge testified that he had been registered with the NFLPA since 2008 As Jackson’s financial advisor, he states he was involved in negotiating a loan agreement with Drew Rosenhaus on Jackson’s behalf, proposing the terms of the loan in a meeting with Drew Rosenhaus and David Dickieson, Rosenhaus’s attorney. Consistent with Ladge’s testimony, Jason Rosenhaus testified that Ladge asked RSR to provide Jackson a loan, The Kaplan Award recited that Ladge and a team of advisors “work with approximately 150 different families with assets of close to a billion dollars.”for $90,000, ‘The remaining $235,000 was to be distributed to Jackson in installments over 24 months, Ladge testified that he reviewed the 2009 Loan Agreement with Jackson before Jackson signed it. At the time of executing the SRA and 2009 Loan Agreement, Jackson did not claim that he had been improperly induced to sign an SRA with Drew Rosenhaus. Pertinent to this case, the 2009 Loan Agreement provided: (1) ROSENHAUS and JACKSON have entered into a STANDARD REPRESENTATION AGREEMENT (hereafter “SRA”) which was not conditioned upon this or any other Agreement. ROSENHAUS agrees to advance up to the sum of THREE HUNDRED SEVENTY FIVE THOUSAND DOLLARS ($375,000) to JACKSON. There shall be no interest payable, except as provided [by this agreement]. (3) This note shall be immediately due and payable by the earlier of March 15, 2012 or upon the occurrence of any of the following: (A) Termination of the SRA between JACKSON and ROSENHAUS. Upon termination by JACKSON of the SRA, JACKSON owes ROSENHAUS the full balance of all monies advanced by ROSENHAUS to JACKSON pursuant to this Agreement. Upon termination, JACKSON owes ROSENHAUS the amounts advanced plus interest from the date of the advances and the costs necessary to collect the amounts owed pursuant to this Agreement. (D)Negotiation of an NFL Employment Contract extension by ROSENHAUS for JACKSON or negotiation by ROSENHAUS of a new NFL Employment Contract on behalf of JACKSON. Should ROSENHAUS negotiate a new NFL Employment Contract or Extension on behalf of JACKSON, then only the advances designated towards the pursuit of JACKSON'S post NFL career, the maximum being TWO HUNDRED THOUSAND DOLLARS ($200,000) would be due with no interest or costs applicable. Should JACKSON receive a new NFL contract negotiated by ROSENHAUS, then the remainder of the amounts advanced by ROSENHAUS in excess of $200,000 is not required by JACKSON to be repaid to ROSENHAUS. Additionally, in accordance with the SRA, JACKSON has the option of paying a Contract Advisor fee 10of either two or three percent. As such, JACKSON has the option of applying all fees paid in excess of two percent towards JACKSON'S amount owed to ROSENHAUS. (7) JACKSON acknowledges that ROSENHAUS explained Section 3B (21) (a) of the NFLPA Regulations Governing Contract Advisors which provides [certain prohibited conduct by Contract Advisors]. JACKSON affirms that ROSENHAUS was very respectful of Section 3B (21) (a) since JACKSON initiated communication with ROSENHAUS. (8) ROSENHAUS agrees to provide JACKSON with a Rosenhaus Sports Representation, Inc. company credit [card] American Express. JACKSON agrees to use the card for professional purposes in a responsible manner and to pay the bill presented by ROSENHAUS within five business days. (9)... In the event this note shall be in default and placed in collection, then the undersigned agrees to pay all reasonable attorney fees, interest due from the date of the loan and costs of collection... . This writing contains the entire agreement between JACKSON and ROSENHAUS on the subject of the AGREEMENT, and any oral statements or considerations shall be of no force or validity. JACKSON affirms that he has had adequate time to consider this information, JACKSON acknowledges that the above information is true and complete. After signing the SRA and the 2009 Loan Agreement, Jackson received advances RSR of $50,000 in cash, a check for $90,000 and further payments to Jackson pursuant to the terms set forth in the 2009 Loan Agreement. * The parties have stipulated that they accept Arbitrator Kaplan’s determination of the balance owed on all loans totaling $361,415. ° In approximately June 2010, Jackson requested that the loan payout be changed to expedite certain remaining advances under the 2009 Loan Agreement. In response to Jackson’s * According to Jason Rosenhaus, the 2009 Loan Agreement was not filed with the NFLPA within the 10-day window required by Section 3(A) (6) of the Regulations. He testified additionally that, in response to an NFLPA request in May 2012, RSR filed all of its loan agreements with the NFLPA, “flooding” them with approximately 50 agreements. © Each loan transaction is substantiated here by unchallenged documentation in Plaintiff's urequest, he and Drew Rosenhaus then entered into a second loan agreement on June 14, 2010 (2010 Loan Agreement). ‘The 2010 Loan Agreement reaffirmed the November 2009 execution of the SRA and the 2009 Loan Agreement between Jackson and Drew Rosenhaus. Additionally, it reiterated the terms of the 2009 Loan Agreement; contained an acknowledgement by Jackson that Drew Rosenhaus had fulfilled his obligations under the 2009 Loan Agreement to date, including advancing $268,750 of the contemplated $375,000 loan; and amended the 2009 Loan Agreement to provide for an immediate advance of $50,000 to Jackson, which was subtracted from the remaining balance of $106,250. Further, Jackson again acknowledged that Rosenhaus explained the conduct prohibited by Section 3(B) (21) (a) of the NFLPA Regulations Governing Contract Advisors; that Rosenhaus had complied with the section; and that Jackson had initiated communication with Rosenhaus. Finally, the 2010 Loan Agreement provided: (10) This Agreement sets forth the entire agreement between the parties hereto and can not be amended, modified, or changed orally. This Agreement amends the previous [2009 Loan Agreement] between JACKSON and ROSENHAUS. The {2009 Loan Agreement] is superseded by this Contract and shall be void and of no further force or effect. ‘On June 1, 2011, Jason Rosenhaus sent Ladge an email summarizing “DeSean’s funding from Rosenhaus Sports.” Responding to Jason Rosenhaus’s email, Ladge wrote that the summary was “very helpful” and that he had reviewed the email with Jackson “so he knows where we stand.” Ladge later testified that he discussed the June 2011 email with Jackson; that they reviewed the loan amounts; and that that neither he nor Jackson viewed the series of loans as improper inducements at that time. Jackson sought additional loans from RSR in September 2011. On September 8, in response to Jackson’s request, Jason Rosenhaus sent a second detailed email summarizing theloans extended to Jackson, Jason Rosenhaus’s email explained that RSR had advanced $1,250 in addition to the originally contemplated $375,000 loan, for a total of $376,250. He reiterated that $200,000 was to be repaid upon either the successful negotiation of Jackson's NFL player contract or Jackson’s termination of the SRA with Drew Rosenhaus. He further noted that if Jackson terminated the SRA before Drew Rosenhaus successfully negotiated Jackson's new player contract, Jackson would be required to repay the entire $375,000 loan. Additionally, he confirmed that Jackson owed RSR for $102,500 in charges on the RSR American Express card and health-insurance payments on behalf of Jackson’s mother. Ladge later testified that Jason Rosenhaus’s September 2011 email accurately reflected the tally of Jackson's debts to RSR to date. On October 6, 2011, Jason Rosenhaus sent Ladge a second letter, signed by Jackson, chronologically charting all loan advances provided to Jackson by RSR in the context of each Loan Agreement. Beyond Jackson's then-accumulated balance of $376,250 of loan advances, the summary also included $102,505 in American Express charges, $10,850 in miscellaneous advances, and $7,500 in interest payments for a total balance of $497,105. Lastly, Jason Rosenhaus included an additional insurance premium payment of $180,688, which the parties had agreed upon, bringing the total balance to $677,793.’ After summarizing the balance, the letter confirmed the parties” understanding of Jackson’s debt to RSR and the amount of the loan advance that would be forgiven upon the successful negotiation of a new contract, reiterating that 7 The 2011 Summary Agreement also contained an estimate of RSR's expenses and time spent pertaining to Jackson’s contract negotiations, which they posited was $100,000. The 2011 Summary Agreement later states, however, that upon negotiation of Jackson's contract, Jackson would avoid the payment for time and expenses from 2009 to date. Those sums are comprehended here by RSR’s quantum meruit claim. 13any Contract Advisor fee in excess of two percent would be applied to Jackson’s loan balance. ‘The parties came to refer to this document as the 2011 Summary Agreement. Jackson and RSR executed a third loan agreement on October 10, 2011 (2011 Loan Agreement). Ladge testified that he reviewed with Jackson both the 2011 Loan Agreement and the 2011 Summary Agreement, which contained consistent figures of the advances provided by RSR. Ladge also testified that both he and Jackson understood that the advances summarized in the 2011 Summary Agreement were loans. Upon signing the 2011 Loan Agreement, Jackson neither claimed that he had been improperly induced in 2009 nor disputed the amounts owed to RSR Relevant to the parties’ dispute, the 2011 Loan Agreement stated: WHEREAS, JACKSON hereby confirms and acknowledges that ROSENHAUS has satisfied the [2009 Loan Agreement] and [2010 Loan Agreement], as amended, by providing JACKSON with Loan Advances that equaled the 375K Loan amount; WHEREAS, JACKSON confirms and acknowledges that JACKSON is indebted to ROSENHAUS for, in addition to the $375K Loan, the Credit Card Loan in the sum of $102,505: WHEREAS, JACKSON has additionally requested and ROSENHAUS has provided JACKSON with other Loan Advances for health insurance payments for JACKSON'S family members, limousine, car rental meals and entertainment (collectively “Miscellaneous Loans”) which has to date accumulated $10,849.78; WHEREAS, JACKSON has requested ROSENHAUS make further monthly Loan Advances to JACKSON to pay the monthly interest due on loans owed by JACKSON to third party creditors (“Interest Loan”), which has to date accumulated $7,500; WHEREAS, JACKSON acknowledges his obligation and responsibility to repay all of the above-cited Loan Advances, and any enhancements hereinafter made by ROSENHAUS, in the manner specified below in this Loan Agreement, and to execute all 14documents requested by ROSENHAUS to memorialize the Loan Advances and agreements relating to the repayments of such Loan amounts; JACKSON and ROSENHAUS, intending to be legally bound, do hereby agree as follows: 1. RECITALS. The above Recitals are true and correct and are incorporated herein and are hereby part and parcel to this Loan Agreement. 2. LOAN AMOUNT. As of the execution date of this Loan Agreement, the total amount of the Loan Advances which the parties acknowledge ROSENHAUS has advanced is Four hundred ninety-seven thousand dollars and seventy eight cents ($497,104.78) (the “Loan”). Subject to compliance by JACKSON with all of the terms and conditions of this Loan Agreement, the continuing nonexistence of any Event of Default hereunder, and the continuing nonexistence of any event, circumstances, act or omission which with the giving of notice, the passage of time or both would constitute an Event of Default hereunder, ROSENHAUS agrees to continue to make Loan Advances to JACKSON in connection with the Life Insurance Loan, the Interest Loan, or any other future Loan Advances which the parties may agree to in writing, from time to time, between the date hereof and dates(s) [] of the future Loan Advances, which additional amounts shall be added to the Loan as they are advanced, and which shall be governed by the terms of this Loan Agreement. 5, MATURITY/PAYMENT DATES. (a) The Loan shall balloon and be immediately due and payable, without prior notice of demand, on March 15, 2012 (“Maturity Date”), unless the payment terms are changed upon occurrence of, and in accordance with, the following events: (i) Termination of the SRA by JACKSON. Except as set forth in {5 (a) (ii), should ROSENHAUS for any reason no longer be the exclusive NFLPA Contract Advisor for JACKSON, the Loan shall be immediately due and payable, and JACKSON shall immediately pay ROSENAUS the Loan plus interest (at an annual rate of 7% from the date of each such Loan Advance), and in addition, JACKSON shall pay any costs and attomey fees necessaryto collect the amounts owed pursuant to this Loan Agreement. (iv) Negotiation of an NFL Employment Contract Extension of Negotiation of a New NFL Employment Contract. Should ROSENHAUS negotiate and JACKSON execute a new NFL. Employment Contract or Extension, then of the original $375K Loan amount advanced pursuant to the [2009 and 2010 Loan] Agreements (as amended), only TWO HUNDRED THOUSAND DOLLARS ($200,000) of the Loan Advances composing the $375K Loan shall be immediately due and payable to ROSENHAUS, with no interest or costs applicable. ‘The $175,000 balance of the $375K Loan advanced by ROSENHAUS shall be forgiven by ROSENHAUS. For this ‘5(a)(iv) only, pursuant to the SRA, JACKSON has the option of applying all Contract Advisor fees due to ROSENHAUS in excess of two percent, towards JACKSON'S [] $200,000 amount owed to ROSENHAUS in accordance with this §5(a)(iv). All other Loan Advances or amounts due ROSENHAUS by JACKSON, including, without limitation, current or future Loan Advances or debt incurred in connection with the Credit Card Loan, the Health Insurance Loan, the Life Insurance Loan, the Interest Loan and the Credit Balance, is immediately due and payable, exclusive of interest, and must be immediately repaid upon JACKSON executing a new employment contract or contract extension. 6. OTHER CONDITIONS. For purposes of this Loan Agreement the following shall apply’ ii, Under the circumstances of this Section 4, “interest,” when applicable shall mean 7% simple interest and shall be computed from the date of each Loan Advance to the date of payment of such Loan Advance. Interest on the unpaid Prineipal of each Loan Advance shall be calculated on the basis of the actual days elapsed in a year consisting of 360 days. v, The determination by ROSENHAUS of the amount or amounts necessary to satisfy the Loan balance due to ROSENHAUS shall be conclusive absent manifest error. ROSENHAUS shall make such determination in good faith. 8. REPRESENTATIONS, — WARRANTIES — AND COVENANTS. To induce ROSENHAUS and JACKSON to enter 16into this Agreement, ROSENHAUS and JACKSON tepresent{] and warrant] to each other that the representations and warranties are made to the best of their respective knowledge. (@) JACKSON represents that ROSENHAUS explained Section 3B (21) (a) of the NFLPA Regulations Governing Contract Advisors... JACKSON further represents and warrants that ROSENHAUS adhered to the constrictions of Section 3B (21) (a) as JACKSON initiated communication with ROSENHAUS. JACKSON also acknowledges that JACKSON signed the SRA on the date stated on the SRA, not at a prior date. 16. ENTIRE AGREEMENT. This Loan Agreement constitutes the entire agreement between the Parties with respect to their subject matter and supersede all prior letters, representations, loan agreements or other agreements, oral or written, with respect thereto, all of which including the [2009 and 2010] Loan Agreements, as amended, are merged herein, In particular, no course of dealing or conduct shall be effective to modify, release or ‘waive any provisions of this Loan Agreement, 19. ADVICE OF COUNSEL. JACKSON acknowledges that the above information is true and complete as well as that JACKSON has had adequate time to consider this Loan Agreement and to consult with his attorneys and other advisors concerning the legal ramifications and the advisability of executing this Loan Agreement, Pursuant to the 2011 Loan Agreement, Drew and Jason Rosenhaus claimed they provided Jackson with $266,020 in additional loans stemming from payments related to Jackson's insurance premium, third-party-creditor interest, health-insurance payments for Jackson’s family, additional direct advances to Jackson, Jackson’s hotel bills, additional advances to Jackson's family, and airfare costs for Jackson's friends and family between December 2011 and February 2012.8 * The parties agreed that the portion of the loans attributable to friend-and-family travel costs— $20,883—would be subtracted from the total loan amount because of the circumstances surrounding those advanees, 7On Mareh 15, 2012, Drew Rosenhaus negotiated an NFL Player Contract on Jackson's behalf with the Philadelphia Eagles. The contract called for total payments of $48,500,000 over a five-year term, with escalators potentially raising that sum by an additional $4,000,000, or a total value of $52,500,000. Subsequently, consistent with the terms of the 2011 Loan Agreement, RSR forgave $175,000 of Jackson’s original $375,000 loan. Under Jackson's five-year player contract, the Eagles paid him a $10,000,000 signing bonus on March 30, 2012. On April 2, Jackson wired RSR a payment of $300,000. RSR credited $200,000 of that amount to Contract Advisor fees and applied $100,000 to Jackson’s outstanding loan balance. Jackson ultimately received a $750,000 salary for the 2012 NFL season. At the end of, December 2012, he wired RSR $100,000, which RSR applied to his outstanding loan balance Following that wire transfer, Jackson made no further payments to RSR, On May 20, 2013, he then sent Drew Rosenhaus a letter discharging him as his Contract Advisor. On March 28, 2014 the Eagles released Jackson, although guaranteeing $250,000 of his 2014 salary. Jackson later signed a three-year contract with the Washington Redskins, not implicated in this dispute CLAIMANTS’ POSITION IN BRIEF. In their Supplemental and Amended Grievance filed May 26, 2016, Drew and Jason Rosenhaus allege that Jackson’s May 20, 2013 termination of the SRA with Drew Rosenhaus triggered the provisions of paragraph 5(a) (1) of the 2011 Loan Agreement, entitling RSR to immediate repayment of all loan advances and apy icable interest. They additionally claim that Jackson failed to pay agent fees corresponding to his 2012 and 2013 salaries as well as the portion of his 2014 salary guaranteed by the Eagles. In total, they assert that Jackson owed RSR $160,000 in agent fees; $382,298 in outstanding loans; and $209,404 in interest payments as ofJuly 27, 2016. Lastly, Drew and Jason Rosenhaus sought legal fees associated with the grievance and any attorney fees necessary to obtain and enforce the Kaplan Award RESPONDE! *S POSITION BRIEF In response to the grievance, Jackson asserts that Drew Rosenhaus “indisputably violated Section 3(B)(2)” of the NFLPA Regulations Governing Contract Advisors prohibiting Contract Advisors from offering players inducements to encourage them to enlist their services by entering into the 2009 Loan Agreement. Jackson claims that Drew Rosenhaus continued to properly induce him to continue to use RSR’s services by providing further loan advances in the 2010 and 2011 Loan Agreements and by providing loan advances to Jackson’s friends and family, contrary to Section 3(B)(3). Accordingly, Jackson takes the position that Drew Rosenhaus is not entitled to collect a fee for services provided and is additionally required to reimburse any fees paid to date because he improperly induced him to enlist and continue to use RSR’s services. Secondly, Jackson argues that Rosenhaus’s failure to timely file the 2009, 2010 and 2011 Loan Agreements with the NFLPA renders them unenforceable, thereby compelling this Arbitrator to forgive his obligation to repay the loan advances. In sum, Jackson rejects each of Rosenhaus’ claims for payment and seeks reimbursement for all Contract Advisor fees paid thus far; forgiveness of all loan advances provided by RSR; and an order releasing him from any additional financial obligations to Drew Rosenhaus for unpaid Contract Advisor fees. DISCUSSION AND ANALY’ Respondent Jackson hopes to outrun his Contract Advisors claims on grounds his several agreements with them are unenforceable, While his Counsel argues the case with laudable vigor,it is an audacious hope. For the reasons set forth below we conclude that in this instance hope and history do not travel in trace. I. Did Rosenhaus Improperly Induce Jackson to Sign an SRA in Violation of NFLPA Regulations ? If Drew Rosenhaus violated the “anti-inducement® terms of the controlling NFLPA Regulations by the manner in which he secured Respondent's 2009 contract, the monetary relief he continues to pursue is beyond his grasp. A. Respondent Establishes No Grounds for Rejecting the Findings of the Kaplan Award Addressing Inducements Following a full evidentiary hearing and written post-hearing brief’ on a largely parallel record addressing four of the five issues now again under review, Arbitrator Kaplan rendered a comprehensive, 49-page award favorable to Claimants Jason and Drew Rosenhaus.” According to his findings, “Drew Rosenhans did not induce DeSean Jackson to sign the Standard Representation Agreement” in violation of relevant NFLPA Regulations.” Kaplan awarded $516,415 to the Rosenhauses. That recovery was based upon the same services RSR rendered in their capacity as Contract Advisors and the same three loan agreements executed between * Tt warrants mention in the context of reliance on the Kaplan Award and as it bears upon the subject of attomey’s fees, discussed below, that after Jackson refused to pay Complainants the monies Kaplan ordered, the Rosenhauses sought judicial enforcement of the award. ‘The reviewing Federal Court explicitly rejected all claims of bias on Kaplan’s part. “None of these arguments is sufficient to meet the high standard of vacating the award for evident partiality or corruption. Moreover, Jackson has not substantiated any of his allegations against Rosenhaus with any evidence apart from hearsay reports from popular media. The allegations are insufficient to justify discovery ot an evidentiary hearing. Therefore, in general, the argument as to impartiality or bias is rejected.” Aug. 5, 2014 Order of Judge Michael W. Fitzgerald in Rosenhaus v. Jackson, Case No. CV-14-3154 (USDC CD Call) 20Rosenhaus and Jackson in 2009, 2010, and 2011 again under review here.'® No interest or attomey fees, however, were awarded, Based upon careful consideration of the record developed in that proceeding, as supplemented by the record before us, we concur in Kaplan's judgment on the merits. In his analysis, Kaplan determined that Jackson’s 2009 SRA was conclusively shown to have not violated the Five Day Rule. (lackson’s assertion in that regard is not raised again here.) He additionally confirmed that Jackson received $50,000 in cash and a $90,000 check upon signing the 2009 SRA and the 2009 Loan Agreement in the early morning hours of November 10, 2009, and that further payments were made to him pursuant to the terms of the 2009 Loan Agreement. Additionally, he found that when a new Loan Agreement was signed in 2010 at Jackson's request, Jackson confirmed the terms of the 2009 loan arrangements; acknowledged that Drew Rosenhaus had met his obligations under the 2009 agreement, including providing $268,750 of the total $375,000 loan agreed upon; and pledged that, In the event this note shall be in default and placed in collection, then [Jackson] agrees to pay all reasonable attorney fees, interest due from the date of the loan and costs of collection. Kaplan found that Jackson had adequate time to consider those terms and that he understood and accepted them. Mike Ladge testified that he also had read the 2010 Loan Agreement and advised Jackson concerning its details prior to Jackson’s signing, According to Arbitrator Kaplan, the Rosenhauses provided a detailed summary of what monies they had advanced to Jackson, when those funds were transmitted and what additional monies were available to the player pursuant to the 2010 Loan Agreement. Mike Ladge stated that he had reviewed that summary with Jackson; that neither he nor Jackson disputed the '° By stipulation, the hearing transcript of the 2013 Kaplan arbitration has been admitted in evidence in this proceeding. 21accuracy of the Rosenhauses’ data; and that there was no mention by anyone of “improper inducement.” Arbitrator Kaplan found that after Jackson then sought additional loans from RSR in September, 2011, Rosenahus sent another detailed update summarizing where matters stood According to Kaplan’s findings: Jason Rosenhaus explained that RSR had paid out the entire $375,000 that was agreed upon originally. He pointed out that, in addition, RSR had paid $1250 (for a total of $376,250). He noted that $200,000 was supposed to be a loan which Jackson would pay back when Drew Rosenhaus negotiated an NEL Player contract or upon termination of the SRA. Jason Rosenhaus explained further that the $175,000 was supposed to be paid back upon termination if Drew Rosenhaus had not negotiated an NFL Player Contract for Jackson. He also stated that RSR had advanced other monies to Jackson in the form of advances through the American Express card and charges made directly on the card by Jackson ($102,500) as well as premiums on his mother’s health insurance. Ladge testified that the email accurately represented the amounts that Jackson owed RSR. As noted above, in consequence, Kaplan determined that the parties entered into a third loan agreement on October 10, 2011. As with the 2010 Loan Agreement, it incorporated a summary in chart form of all loans and advances made to date by RSR to Jackson. According to Kaplan's Award, the total RSR contended Jackson owed at that time, as noted above, was $777,793, comprised of $497,105 in loans; $180,688 in insurance premiums advanced; and approximately $100,000 in time and expenses under RSR’s quantum meruit theory. Kaplan determined that RSR had additionally negotiated a five-year NFL Player Contract on Jackson’s behalf with the Eagles, signed March 15, 2012, for which he received a $10,000,000 signing bonus. Pursuant to the 2011 Loan Agreement, RSR then waived repayment of $175,000 of loans extended. On April . 2012, Jackson paid $300,000 to RSR. RSR applied $200,000 of that payment to Contract Advisor fees owed on the signing bonus and $100,000 against outstanding loan balances. According to Kaplan, it is undisputed that Jackson received $750,000 in salary for the 2012 NFL 2season, two percent of which, or $15,000, was owed to RSR for Advisor fees. It is further undisputed that in December, 2012, Jackson paid another $100,000 to RSR, and that sum was applied to outstanding loan balances, Lastly, according to Kaplan, after Jackson terminated Drew Rosenhaus as his Contract Advisor on May 20, 2013, notwithstanding that the 2011 Loan Agreement provided that the loan balance plus 7% interest would become payable under those circumstances, Jackson “failed to make any further payments to Drew Rosenhaus and/or RSR. Against that background, Arbitrator Kaplan directly addresses and rejects charges of improper inducements. Nothing in the record before us refutes those findings. Based upon that record, We unqualifiedly concur with Kaplan’s findings in that regard. In the interests of clarity, we summarize below specific excerpts from the Kaplan Award specifically adopted herein: ‘The overwhelming weight of the testimonial evidence showed that Jackson then initiated contract with Drew Rosenhaus. In addition, Jackson repeatedly executed loan agreement that stated that Drew Rosenhaus was respectful of the constraints imposed by Section 3(B) (21) (a) of the NFLPA regulation, Further, the record showed that Jackson executed these documents following discussion with Ladge and that Jackson understood the meaning of what he was signing. Thus, Jackson failed to prove that Drew Rosenhaus initiated contact with him and failed to prove that Drew Rosenhaus violated Section 3(B)(21)(a) of the NFLPA Regulations. I am persuaded that Drew Rosenhaus did not initiate contract with Jackson and, thus, acted consistent with the SRA and NFLPA regulations. Jackson argued that Drew Rosenhaus offered and provided an improper inducement to sign with him. He alleged that the inducement was embodied in the 2009 Loan Agreement, including an interest-free loan of $200,000 and the possibility of forgiving $175,000 of that loan if Drew Rosenhaus successfully negotiated an NF. Player contract for Jackson. Notwithstanding that argument, the evidence demonstrated that Jackson did not assert that he was induced to do business with Drew Rosenaus at the time he signed the SRA or any of the Loan Agreements. Further, the testimonial and documentary evidence showed that neither 2009 Loan Agreement nor the SRA was conditioned on signing the other. from the outset, the parties understood that signing the SRA was not tied 23