Northeastern University

Massachusetts Superior Court · 2004 · Labor Law

17 Mass. L. Rptr. 443 (2004)

Updated July 19, 2026

laborpreliminary injunctionbreach of employment contractliquidated damagestortious inducement of breachcontract jumpingcoach contractspecific performance

Facts

Northeastern and Brown entered into a written employment contract in July 2003 under which Brown would serve as head football coach through the 2007-2008 football season. The contract barred Brown from seeking, discussing, negotiating for, or accepting other employment during the term without prior written consent from Northeastern's president, and it also included a $25,000 liquidated damages clause if Brown left early. In early 2004, after Northeastern refused U. Mass. permission to speak with Brown, Brown resigned and U. Mass. publicly announced it had hired him. Northeastern and U. Mass. were in the same football conference, played each other annually, and competed for recruits, fans, and media coverage.

Issue

Does a contract's liquidated damages clause make money damages Northeastern's exclusive remedy for Brown's early departure, or may the court issue a preliminary injunction to stop Brown from working for U. Mass.? If injunctive relief remains available, did Northeastern satisfy the Massachusetts preliminary injunction standard?

Rule

Under Massachusetts law, specific performance or an injunction may be granted even when a contract contains a liquidated damages provision, unless the contract shows the fixed sum was intended as an alternative to performance rather than security for performance. For a preliminary injunction, the court evaluates the moving party's likelihood of success on the merits and risk of irreparable harm, then balances that risk against the opposing party's risk of irreparable harm.

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Lakeview College in Chicago hired head baseball coach Evan Mercer under a four-year contract. The agreement barred Mercer from seeking or accepting other coaching work during the term without written consent from Lakeview's president, and it required Mercer to pay $40,000 as liquidated damages if he left early; the contract said nothing about that payment being an option to terminate.

Mercer resigns mid-contract and immediately takes a coaching job at a conference rival in Milwaukee. If Lakeview seeks a preliminary injunction, what is the strongest argument that the liquidated damages clause does not bar injunctive relief?

Explanation. Under the majority opinion, a liquidated damages clause does not preclude specific performance or injunctive relief unless the contract shows the fixed sum was intended as an alternative to performance. Here, the contract merely sets damages for early departure and does not suggest Mercer had a right to buy his way out. That makes the clause security for performance, not a price of nonperformance. (Derived from Northeastern University (2004).)