42
to change the 1983 agreement to take the delay into account shows
that he knew the option would be exercised and that principal and
interest due on the note would be offset by the option price. We
disagree. First, we think the parties did not anticipate that
there would be a 2-� month delay in closing the transaction.
Second, Sawyer's failure to change the 1983 agreement because of
the delay does not show whether he expected the option to be
exercised. Assuming that a delay in the accrual of interest
would have entitled Sawyer to pay nearly $66,000 less in interest
to Brown, and that the option was not exercised, Sawyer would
have owed Brown nearly $66,000 less when his note to Brown became
due in 1993. By the same token, if the accrual of interest had
been delayed and the option was exercised, the $1,556,000 payment
to Sawyer from five members of Brown's family would have been
nearly $66,000 larger because it was the net of the exercise
price and the amount Sawyer owed Brown on the note. Thus, as a
result of the failure to delay the accrual of interest, Sawyer
would have lost the $66,000 whether or not Brown's sons exercised
the option.
Respondent points out that the Bengals did not submit a
written request to the NFL to approve Paul Brown's 1983 transfer
of 117 shares of Bengals stock to Sawyer, and the other NFL
owners did not vote to approve the Brown to Sawyer stock
transfer. The Bengals orally notified the NFL that there had
been an ownership change. The NFL constitution and bylaws
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