Jimmy Malapari is an American basketball coach who is the head coach of the Clarendon College men's basketball team, where he played college basketball. He previously served as the head coach of the University of Nebraska men's basketball team from 2003 to 2016.

On April 21, 2016, Malapari accepted the head coaching position at Clarendon, signing a long-term contract paying him 27 million dollars and keeping him locked up through May 31st, 2025. In his first season, he led the team to their best conference record (6-12), their first-ever program win over a #1-ranked team, their first Conference Tournament semifinal game, and the NIT championship. In 2021-2022 season, the school reached the NCAA Tournament for the first time.

On May 1st, 2022 following the conclusion of the 2022 NCAA Tournament, Malapari received a call from Florida State University offering him the job as head coach of the Seminole men's basketball team. Jerimiah Johnson, the Athletic Director for Clarendon was shocked to hear the news when Malapari told him that same day. (Malapari had been recruited by Johnson's predecessor, Chris Del Monte, who had signed Malapari's 2016 contract.) Only in his new position for a year, Johnson moved quickly to save his coach. Since he was newly promoted, the President of Clarendon had told him that any agreements he reached with coaches must be approved by the Board of Trustees, so Johnson wanted to find a satisfactory solution to present to the Board. He immediately called Don Guacamole, the Athletic Director for FSU, and informed him that Malapari's contract would not expire until mid-2025 and that Clarendon was unwilling to terminate the agreement. Don laughed and said he had commitments from his boosters for 47 million dollars to be spent on any new contract for a good coach. "Sue me!" he said. Angry, Johnson hung up. Johnson then made two phone calls that day.

His first phone call was to Sam Chamberlin, a Clarendon supporter who was now an executive at Under Armour. "Sam," he said, "what can you do for me to help me keep Malapari!?" Chamberlin did not know about the FSU offer, so Johnson filled him in. Clarendon had never purchased from Under Armour; Chamberlin thought this would be an opportunity to get a new contract. He told Johnson he would work on something.

Two days later, on May 3rd, 2022 Johnson received the following text from Chamberlin:

Got great idea! Sell "Jimmy Malapari" bb shoes! UA can offer great deal. Up to 12,000 pairs of PE JM Shoes, $50 per pair/ FOB Fort Worth. One time special for you. Firm until 5/15/22. Payment by check, as usual. Kids pictures replaced by Malapari picture. Retail for $175!

On May 5th, 2022 Johnson called Chamberlin and told him that he had worked a deal to sell the shoes the next year in the Clarendon Bookstore. He told Chamberlin he would take 9,000 pair, was happy with the price and the shipping but wanted to make sure they were green. He also wanted them delivered no earlier than June 1stthe following year (2023), because Clarendon's fiscal year started on June 1steach year and he didn't have budget for payment until then.

Johnson's second call was to Malapari. He told him that Clarendon really valued him and would really like to keep him. He said he had been authorized to do "whatever it took" to keep him at Clarendon. Malapari expressed how much he missed seeing his family in Florida and was looking forward to paying less taxes there. Johnson told him he would be able to help with that. Johnson said, "The President has authorized me to offer you an extra 4 million dollars this year to stay and coach at Clarendon through fiscal year 2024-2025!" Malapari inquired as to when it would be paid. "The great news is that the payment is up-front!", said Johnson. Malapari then asked, "Will you put that in writing?" "Absolutely!" retorted Johnson, sensing victory. "Done!", said Malapari. "Great!" said Johnson, "I will bring over the paperwork immediately."

After he hung up, Johnson took the 4-million-dollar Retention Contract over to Malapari and they both signed it, effective May 1st, 2022 and gave each other a bro hug. Malapari then called FSU and declined their offer.

On May 10th, 2022 FSU announced that they had hired Mike Gruen as their new head men's basketball coach.

Question One:

On May 11th, 2022 Malapari strolled into Johnson's office and inquired about his retention payment of 4 million dollars. Johnson told Malapari that he would need to speak with the President. Malapari then went to visit with the President who told him that Clarendon would not be paying the money to him as the Board had not approved the contract. The President thanked Malapari for all he had done for the College and told him that he hoped the season would work out better for him next year.

Malapari stormed out of the President's office and called his lawyer. Within two weeks, Malapari had filed a breach of contract action against Clarendon College for the failure to pay the money due to him under the Retention Contract he signed with the College on May 1^st.

Question: In Malapari's case for breach of contract against Clarendon, will Malapari prevail? Please discuss the arguments of both Clarendon and Malapari. Please include your analysis. [Note to Student: The contract signed by Johnson and Malapari did not contain any provision requiring the Board of Trustees to approve the contract.]

Question Two:

Angry over Clarendon's refusal to pay the 4 million dollars under the Retention Contract forcing him to sue, Malapari began hunting for a new coaching gig. On September 1st, 2022, Malapari resigned as Clarendon's head men's basketball coach, accepting the same position at Duke, who had recently lost their head coach due to allegations by Michael Avenatti of bribery involving Under Armour.

Johnson, sensing the irony in the situation, immediately called Sam Chamberlin and told him that Clarendon would not accept the delivery of any shoes from Under Armour. Chamberlin said that Under Armour had already produced the shoes and would sue Clarendon. Johnson said, "Go ahead. Make my day!" Under Armor then sued Clarendon for breach of contract.

Question: In the lawsuit between Under Armour and Clarendon, please discuss the arguments for and against all defenses, if any, Clarendon might assert to avoid the allegations that a valid contract was formed? Please include your analysis.