Free-agent linebacker Clay Matthews has two million reasons to create the impression that he’s willing to play in 2020.
Matthews has $2 million in guaranteed compensation from the Rams this year, subject to reduction based on money earned elsewhere. As the potential argument would go, however, the Rams are entitled to credit for money Matthews could have earned.
And so, in response to a report that Matthews rebuffed interest from the Broncos, Matthews’ agent, Ryan Williams, wisely has released this statement: “We recently had communication with the Broncos, as we have with other teams during the offseason. We were under the impression that communication would remain private, but since it did not, let me be clear: We were unable to come to an agreement with Denver, but Clay remains open to playing in the NFL in 2020, provided it’s the right opportunity for him and his family.”
Whether or not the Broncos and Matthews could come to an agreement, the Rams could argue that, if the Broncos made an offer and Matthews refused to accept it, the Rams should get full credit for the amount of the offer. If, for example, Denver offered a one-year minimum deal ($1.05 million salary based on his experience), the Rams could argue that they now only owe Matthews $995,000.
Here’s the language from the agreement that would support the Rams’ argument, per a source with knowledge of the contract: “If the event Player’s Contract is terminated and Player, during 2020, has the opportunity to play for any professional organization, Club’s obligation hereunder will be reduced by the amount of any and all compensation, including but not limited to, salary and signing, reporting and/or incentive bonuses earned from any professional football organization.”
The key word is “opportunity.” It doesn’t require that Matthews actually earns NFL money elsewhere; it’s whether he has “opportunity” to play for another team. The Rams could argue that he had the “opportunity” to play elsewhere, and that the Rams get credit for the cash value of the Denver offer.
The response to that argument would be that the language of the contract expressly refers to compensation “earned,” not compensation that “could have been earned.” At best, the contract is ambiguous, and Matthews would/should/could argue that the ambiguity is resolved against the party that drafted the language.
Ultimately, an argument to reduce the $2 million based on a rejected Denver offer may work for the Rams, or it may not work. If it leverages Matthews into a settlement for less than 100 cents on the dollar, it’s a partial win for the Rams.