Devin Mesoraco, the Mets, and the Dangers of Oral Agreements

Back in 2014, Devin Mesoraco broke out for the Reds, blasting 25 homers en route to a 147 wRC+ and 4.1 WAR. Injuries have struck since then, however, and he’s posted four consecutive sub-replacement level seasons. That said, last year, things did improve after he was dealt midseason to the Mets for the erstwhile Dark Knight of Gotham, at least by some measures. Baseball Reference has Mesoraco at 0.7 bWAR after the deal across 66 games and 229 plate appearances, with improved defense and power numbers, while Baseball Prospectus had Mesoraco at 0.4 BWARP; our WAR has him very slightly negative during his time in Queens (-0.1 WAR). If you read FanGraphs’ 2019 positional power rankings (and you should!), then you know that Mesoraco’s Mets production over the course of a full season would make him one of the better catchers around, though that’s as much an indictment of the position as it is a reflection of Mesoraco’s talent (ZiPS and Steamer, for their part, both project Mesoraco as about replacement level in 2019).

The Mets signed Wilson Ramos this offseason to take over starting catching duties as Mesoraco hit free agency. But Ramos’ injury history makes having a capable backup prudent, and after the Mets dealt Kevin Plawecki, that left just Travis d’Arnaud. Unfortunately, d’Arnaud isn’t ready to play yet after having his elbow rebuilt last year. So in February, the club brought back Mesoraco on a minor league deal, and gave him a non-roster invitation to big league spring training. That minor league pact included an “upward mobility clause” – contract language which, as Steve Adams explained for MLBTradeRumors, allowed for Mesoraco to find a big league opportunity.

Should another club express a willingness to put [Mesoraco] on the big league roster between now and Friday, the Mets would have the opportunity to add him to their own 40-man roster or or allow him to leave for the big league opportunity.

But there was one other part of discussions relevant to this contract. According to Tim Healey, in “pre-contract conversations with the Mets,” Mesoraco was given “the impression that he had two viable paths to breaking camp with the team: if Travis d’Arnaud (Tommy John surgery) wasn’t ready for the start of the season, or if the Mets carried three catchers.” That’s not a guarantee of a roster spot, mind you, but – and assuming this characterization is accurate – it’s easy to see how Mesoraco would expect to be on the team. And that expectation was echoed by Mesoraco’s agent, B.B. Abbott.

I guess the part that’s a little troubling for me is what Devin was told before he signed: If the team signed with three catchers then you’re the guy, and if d’Arnaud is not ready then you’re the guy.

Why is Abbott troubled? Because, as expected, d’Arnaud wasn’t ready for the start of the season – but the Mets decided to send Mesoraco to Triple-A anyway.

That led Mesoraco to refuse the Triple-A assignment and ask for his release.

The problem is that the Mets haven’t agreed to release him.

The Mets do not want to treat Mesoraco differently than any of their other veterans in the situation, like Rajai Davis and Adeiny Hechevarria. The team told Mesoraco and Abbott it did not want to set a precedent of allowing players under contract to walk, especially considering no teams claimed Mesoraco during their recent window to do so.

Remember that upward mobility clause? Unlike contract language that allows a player to refuse a minor league assignment, upward mobility language doesn’t include that ability. Instead, that language simply allows a player to accept a guaranteed big league opportunity in lieu of a contractual minor league assignment. If no team offers that opportunity, the player is still contractually required to report to the minors and play. In reality, Mesoraco’s agent messed up here – if Mesoraco wanted the ability to refuse a minor league assignment, that language should have been explicitly included in the agreement. Assuming the Mets were amenable, Abbott could have included an opt-out if Mesoraco wasn’t on the big league roster, like the one Gio Gonzalez received from the Yankees. In the absence of that kind of contractual protection, Mesoraco is left, legally, with very few options.

But what about that promise the Mets made that Mesoraco would be on the team if d’Arnaud wasn’t ready? Unfortunately for the backstop, the uniform minor league player contract includes what lawyers call a “merger clause” or, sometimes, an “integration clause.”

Club and Player covenant that this Minor League Uniform Player Contract fully sets forth all understandings and agreements by and between them and agree that no understandings or agreements, whether heretofore or hereafter made, shall be void, recognized or any effect whatsoever, unless and until they are set forth in a subsequent Minor League Uniform Player Contract executed by Player and Club, filed with and approved by the Commissioner of Baseball and complying with the MLR.

Under the law, oral agreements are generally barred and superseded by merger clauses. In other words, if it isn’t in writing, it usually isn’t legally enforceable. Now, there are exceptions, usually relating to fraud (for the lawyers in the audience, complete and partial integration is way beyond the scope of this piece). But this probably isn’t fraud – there is no representation of fact made by the Mets; instead, they made an oral representation of their future plans – and, generally, a promise to perform a future act (like placing Mesoraco on the 40-man roster) is actionable for fraud only if you can prove the Mets had no intent to do so at the time the promise was made. In this context, that’s probably very difficult. In other words, if Mesoraco wanted an assurance that he would not be sent to the minors without his consent, it was incumbent upon Abbott to include that language in the agreement.

So legally speaking, there’s not a lot Mesoraco can do. The Mets can legally require him to report to Triple-A, and if he doesn’t, they can place him on the restricted list. That’s exactly what they’re planning to do, leading to Mesoraco saying he’s planning early retirement.

On the one hand, Mesoraco is retiring with just under $30 million in career earnings, so this isn’t necessarily an unhappy ending for him. But just because the Mets can force Mesoraco to the minors doesn’t mean they necessarily should. As Bill Baer noted, “[m]ost teams release the major league-caliber players they don’t plan to break camp with so they can pursue opportunities elsewhere.” Yes, in all likelihood, the Mets are legally entitled to enforce their minor league contract, but that doesn’t change the fact that the team seems to have gone back on its word.

And even if you don’t consider Mesoraco a major league caliber backstop – a lower bar than it used to be, given who the Angels, Royals, and Orioles are running out, among other teams – that doesn’t change that the Mets are making a move with significant future repercussions for how the club is viewed by players.  Not only does it raise additional questions regarding the ethics of the team’s front office, but it also comes on the heels of the team not providing appropriate equipment for the club’s Syracuse workout.

If you’re a non-roster invitee with multiple offers, you may well look at options other than the Mets if you think you can’t take the front office’s word at face value. It’s also worth noting that Mesoraco was picked up because of just-extended ace right-hander Jacob deGrom, who specifically requested that Mesoraco be re-signed after the backstop caught 21 of the righty’s starts in his historic 2018 campaign. The obvious question – and one the Mets simply haven’t answered – is why they think keeping Devin Mesoraco, he of the aforementioned four consecutive below-replacement level seasons, is worth all of this trouble.

Ironically, Mesoraco is the one party who probably isn’t at fault here. He didn’t negotiate his contract – that’s Abbott’s job. He didn’t make any promises – the Mets did. And yet he is the one who has been given the choice of reporting to the minors or retiring. That’s not really fair, but then life rarely is. If nothing else, hopefully Mesoraco’s situation is a lesson to other agents to double-check that the contracts their clients are signing have opt-outs or rights of refusal available. Mesoraco’s situation is a real-life demonstration of something I tell my clients every day: never ever make an agreement without putting it in writing.

We hoped you liked reading Devin Mesoraco, the Mets, and the Dangers of Oral Agreements by Sheryl Ring!

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Sheryl Ring is a litigation attorney and General Counsel at Open Communities, a non-profit legal aid agency in the Chicago suburbs. You can reach her on twitter at @Ring_Sheryl. The opinions expressed here are solely the author's. This post is intended for informational purposes only and is not intended as legal advice.

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HappyFunBall
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HappyFunBall

LOLMets?

mikejunt
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mikejunt

Contract the Mets, I always say. The Wilpons should not be permitted to own a MLB franchise. What a disgrace.