NRL v R360 – Reasonable Restraint of Trade or Tortious Interference and the Collateral Damage

In what is unfolding to be one of the more interesting and topical contemporary sports law issues, the last week has seen another chapter in the R360 saga play out with a high-profile player agent stepping away from negotiations with the “unsanctioned” competition.

To the casual observer, what may appear as the NRL attempting to protect their commercial interests and stop the proverbial raiders from pillaging their playing stocks has significant legal implications for player managers, in what could render them collateral damage.

The Player-Agent Relationship

The relationship between a player and their manager is of a fiduciary nature, with such characterisation comes a heavy legal obligation on the part of the manager.

A fiduciary relationship is one where “the fiduciary undertakes or agrees to act for or on half of or in the interests of another person in the exercise of a power or discretion which will affect the interests of that person in a legal or practical sense.”[i]

In such relationships, “the fiduciary (manager/player agent) has a special opportunity to exercise their power or discretion to the detriment of the other person (player) who is accordingly vulnerable to abuse by the fiduciary of his position.”[ii]

It is this vulnerability that imparts a greater legal responsibility on the part of the manager/player agent to ensure that they always act in the best interests of the player, which at times may require them to subvert their own commercial and personal interests.

There have been numerous occasions where agents have fallen fowl of their fiduciary obligations including:

1.In the United States, an agent acting for an NFL player was negotiating a contract with a team that he was president and part owner of. The agent, having apparently failed to disclose such conflict of interest, sought to have the player sign a waiver some four months after the original contract was signed.

In ordering the rescission of the players contract with the team, it was found that the agent in this case had breached his fiduciary obligations.[iii]

2.A former tennis star sued his former sports representative company, alleging that the company had entered into merchandising agreements and appearances for less than his market value, as part of a packaged deal with other clients of the company.[iv]

Regulation of Player Agents

Governing bodies and representative player unions have acted to protect players interests and ensure that player agents must comply with certain ethical standards and codes of conduct. Whilst such schemes have not escaped legal challenges,[v] various Agent Accreditation Schemes exist.

Such schemes tend to require ongoing compliance and disclosure obligations upon the managers and require them to remain “fit and proper” persons,[vi] according to the opinion of the relevant accreditation boards.

Working in conjunction with the relevant Accreditation Schemes are the actual contracts between the players and their managers. Such contracts will generally impose obligations upon the manager to act in the best interests of the player, fully and promptly disclose any actual or potential conflict of interest and to ensure the player gives informed consent before entering into any agreement or arrangement on their behalf.

Conflict between NRL Ban and Agents Fiduciary Obligations

The proposed 10-year ban by the NRL for any agent who is found to have acted for, assists, represents or advises a player in any capacity has been highly publicised. What has not been the subject of great discussion has been the conflict between agents complying with this ban and their ongoing compliance with the fiduciary obligations imposed by virtue of the contracts they have with players.

What the NRL ban is requiring of managers is to not engage in any form of negotiation or representation of players with unsanctioned competitions. This has the obvious consequence of reducing the potential contract opportunity for players, which could lead to reduced market value as the demand for such players has been diminished.

It places the managers self-interest, in being able to continue negotiations with the NRL, in conflict with the fiduciary obligation owed to players to ensure they receive the best possible outcome of any contract negotiations. To avoid breaching such fiduciary obligations, it would likely be incumbent upon managers to inform all players of their intention to comply with the NRL ban and ensure that the players fully comprehend and understand the implications this will have on the agent’s representation of them. The player would then need to provide their informed consent for the manager to then comply with the NRL ban, otherwise there is the risk that the agent is in breach of their fiduciary obligations.

What is more surprising is the apparent silence of Player Associations in regard to the proposed bans and the conflict between an agent complying with the ban and observing their obligations as part of any Accreditation Scheme.

As a representative example, the National Rugby League – Accredited Agent Scheme Rules requires an agent to be a fit and proper person. In determining whether an applicate is a “fit and proper person” the Accreditation Board, pursuant to clause 21, is entitled to consider whether the applicants conduct might impact adversely on their ability to serve in a fiduciary capacity on behalf of players.[vii]

Even the Accredited Agent Scheme Application Form requires the agent to “not engage in any other conduct that might, in the reasonable opinion of the Board impact adversely on the Agents competence to act on behalf of a Players best interest.”[viii]

It would be reasonable to infer that an agents compliance with the NRL proposed ban would contravene the Accredited Agent Scheme and risk the exact thing that the agents are trying to avoid by complying with the ban. An unenviable position to say the least.

Tortious Interference

Of greater legal significant to an agent and the players is that any failure by an agent to disclose this conflict of interest to players would likely result in the breach of their fiduciary obligations but may give rise to a claim of tortious interference by the player against the NRL.

Tortious interference, also referred to as the tort of inducing a breach of contract or interference with contractual relations, consists of the following elements:

1.  A contract between the plaintiff (player) and a third party (agent);

2. the defendant (the NRL in this case) must know that such a contract exists;

3. the defendant must know that if the third party does, or fails to do, a particular act, that conduct of the third party would be a breach of the contract;

4. the defendant must intend to induce or procure the third party to breach the contract by doing or failing to do that particular act; and

5.  the breach must cause loss or damage to the plaintiff.[ix]

To knowledge and intention of the defendant can be imputed in circumstances where it is recklessly indifferent or willfully blind in relation to the breach it is inducing.[x]

It would be difficult for the NRL to assert they were not aware of any contract between players and agents and how the proposed ban would interfere with such contractual and fiduciary obligations.

In light of comments by the Chairman of the NRL, Peter V’Landys AM, it appears that the NRL are willing to take on such legal challenges.[xi] In such comments, Mr V’Landys is quoted to be “comfortable with our [the NRL’s] legal position”[xii] and “the ban is absolutely enforceable. Our legal position is strong. We have consulted our legal team. We wouldn’t have announced this ban unless we had solid legal vision.”[xiii]

Whilst reliance on legal advice may be relevant, if such advice turns out to be wrong it has been determined that a bona fide belief in the correctness of legal advice does not operate as a defence to the unlawful interference with contractual relations.[xiv] More importantly, notwithstanding the potential correctness of any such legal advice, it has been asserted that the defence of justification rarely succeeds and some authorities have gone as far to say that such a defence is impossible to sustain.[xv]

A further dimension to this scenario is whether there are any agreements between R360 and player agents. If R360 has legally enforceable agreements with player agents to conduct negotiations and procure players to participate in its competition, the proposed NRL ban may also give rise to a claim of tortious interference by R360 against the NRL. Whilst the quantum of damages may be difficult to assess, with any loss of players not competing in R360 potentially troubling to ascertain, this would likely be a matter for the legal advocates drafting such originating process and a matter outside the scope of this article.

Closing Commentary

As conceded by a notable player agent in the media recently, “The rules have changed, so I have to play by the rules…”[xvi] But what if, in playing by one set of rules you are breaking a much more established set of rules with potentially greater consequences?

Or, what if you are playing by a set of rules that are legally unenforceable?

Ultimately, this will likely need to be argued and determined by a Court of competent jurisdiction. In the absence of such proceedings and final determination of the enforceability of the proposed ban, there will inevitably be uncertainty regarding the validity of the NRL’s actions. That being said, there is one certainty that all stakeholders can concede, the goal posts have truly shifted.

The content in this Article is intended only to provide a summary and general overview on matters of interest. It is not intended to be comprehensive nor does it constitute legal advice. It should not be relied upon as such. You should seek legal or other professional advice before acting or relying on any of the content.

The solicitors at BlackBay Lawyers can provide specialised and detailed advice for athletes, player agents, sporting teams and governing bodies. If you require advice, please feel free to contact BlackBay Lawyers on (02) 8005 3077 or via www.blackbaylawyers.com.au for a confidential discussion with one of our solicitors.

[i] Hospital Products Ltd v United States Surgical Corp (1984) 156 CLR 41 at [36].

[ii] Ibid at [68].

[iii] Sims v Argovitz 580 F Supp 542 (E D Mich. 1984).

[iv] Simon Johnson, ‘Show me the money!!! Player Agents and Conflicts of Interest’ (2006) 1(1) Australian and New Zealand Sports Law Journal 103, 111 discussing Lendl v ProServ Inc No B-88-254 (D Conn, 1988).

[v] AMI Sport and Entertainment Pty Limited & Anor v Rugby Union Players Association Inc & Ors [2005] NSWSC 950.

[vi] National Rugby League, ‘Accredited Agent Scheme Rules’ NRL (Web Page) <https://www.nrl.com/siteassets/operations/documentation/nrl-accredited-agent-scheme-rules-version-2--3-11-2020.pdf> 

[vii] National Rugby League, ‘Accredited Agent Scheme Rules’ NRL (Web Page) <https://www.nrl.com/siteassets/operations/documentation/nrl-accredited-agent-scheme-rules-version-2--3-11-2020.pdf> 

[viii] National Rugby Leage and Rugby League Players Association, ‘Accredited Agent Scheme – Application for Accreditation’ (Web Page) < https://www.nrl.com/siteassets/operations/documentation/nrl-rlpa-accreditation-application-form-v1.pdf>

[ix] Daebo Shipping Co Ltd v The Ship Go Star [2012] FCAFC 156 at [88].

[x] Allstate Life Insurance Co v Australia and New Zealand Banking Group Ltd [1995] FCA 1368.

[xi] Fox Sports, ‘Tigers boss goes scorched earth on ‘joke’ R360 with ‘world Monopoly championships’ spray’, Fox Sports Australia (Web Page) <https://www.foxsports.com.au/nrl/nrl-premiership/nrl-2025-peter-vlandys-doubles-down-on-10-year-ban-r360-says-nrl-is-in-strong-legal-position-zac-lomax-ryan-papenhuyzen-rugby-league-news/news-story/810db511c22b161b2634ca201a5953be>

[xii] Ibid.

[xiii] Ibid.

[xiv] News Limited v Australian Rugby Football League Limited and New South Wales Rugby League Limited and Others [1996] FCA 1256 (23 February 1996) at [310].

[xv] Re Builders Workers’ Industrial Union of Australia v Odco Pty Ltd [1991] FCA 96.

[xvi] Adrian Proszenko and Dan Walsh, ‘Lomax eyes French rugby as 10-year R360 bans spook players, agents’, The Sydney Morning Herals (online, 19 November 2025) <https://www.smh.com.au/sport/nrl/leading-player-agent-severs-ties-with-r360-to-avoid-10-year-ban-20251119-p5ngmz.html> 

ABOUT THE AUTHOR

Michael Wells joined BlackBay Lawyers having retired from a professional rugby career spanning over a decade. He brings the meticulous attention to detail and results driven approach that is required in elite sport to his legal practice.

Prior to joining BlackBay, Michael worked as a Lawyer for Ashburton Services, the legal team servicing the entire investment portfolio of Tattarang and the Minderoo Foundation. This role allows Michael to leverage the knowledge gained across a diverse range of legal matters to accommodate various client matters including: commercial matters, corporate law and regulatory advice, property and employment.