Q&A: Interpretation of Metrodome lease still disputed

The dispute between the Vikings and the Metropolitan Sports Facilities Commission over when the Metrodome lease expires is likely to be settled out of court, said Hamline law professor and contract law specialist Allen Blair.

Vikings officials say the 30-year lease expires at the end of this football season, but Ted Mondale, the chairman of the Metropolitan Sports Facilities Commission, disagrees. Mondale claimed Friday that last year's dome collapse, which forced the Vikings to play two games elsewhere, triggered a clause that extended the lease by one year.

Blair said that from a legal perspective, the provision is "pretty straightforward."

"It does seem to say on its face that if there was an interruption during any of the seasons because of the stadium being damaged and not suitable for playing time for home games, that the period of the lease would be extended by one football season," Blair said during an interview with MPR's Tom Crann on Tuesday.

An edited transcript of that interview is below.

Tom Crann: Does it appear that when they were drawing up this contract they actually were imagining an event like a storm that takes out the roof, as happened in December?

Allen Blair: It's difficult to say whether at the time they drew it up they had that eventuality in mind, although this is in a provision that's called the force majeure clause, where you're trying to imagine all of the horrible things that might occur. And certainly there had been some experiences I think with domes like the Metrodome at the time this was being drafted that had had similar sorts of problems. So I don't think this was something that was so unforeseeable that they couldn't have imagined it.

Crann: Now both sides have looked at this contract and have come to a different conclusion, as is often the case in the law, right?

Blair: Absolutely.

Crann: But (what are) the legal arguments that the Vikings could be making in this case? Because even today they say they are standing on firm legal ground or legal footing here.

Blair: Right, right. Well my guess is that they're reading this provision as meaning one of two things. Certainly you could look at this language and maybe try to say that there was some ambiguity in that because there were only two regular season games that were cancelled in 2010 that the provision at most means that they need to make up that time.

And if you read around this provision some, there's some other language, some other provisions that suggest that making up a home game or two would make more sense. And they might pair that, I'm guessing, with some sort of argument that would say this is a penalty clause, that this is working a disproportionate penalty against them since it was only two home games, far from even half of the regular home season, that it would be unfair for them to have to play a full other season at the Metrodome.

Crann: How are disputes like this generally settled?

Blair: My guess is that this one would be settled out of court. Ultimately, there's some leverage that the Vikings are going to have that's not necessarily about this clause.

Several years ago, there was a concern that the Vikings might be thinking of leaving the Metrodome back in, I think, 2002, 2003. And there was discussion about what would happen if they did.

The contract itself actually provides for some damages if the Vikings were to breach, and those damages provisions are pretty straightforward and would not amount to a whole lot of money for one year. It would be several million dollars probably. It depends on how the formula would come out. It would have to be updated from the 1970s, but there's a formula there.

So I'm guessing that the Vikings could push back under the worse case scenario and say something along the lines of, 'Even if you were right, Facilities Commission, we can breach and pay you this flat sum of money for damages and walk away.' I'm guessing the Facilities Commission doesn't want that to happen, so this is a negotiating chip.

(Interview edited and transcribed by MPR reporter Madeleine Baran)

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