D, a sportscaster, had been employed by P since 1976. In February 1978, P and D entered into an employment agreement which, following exercise of a renewal option, was to terminate on March 5, 1980. The contract contained a good-faith negotiation and first-refusal provision. The clause stated: 'You agree, if we so elect, during the last ninety (90) days prior to the expiration of the extended term of this agreement, to enter into good faith negotiations with us for the extension of this agreement on mutually agreeable terms. You further agree that for the first forty-five (45) days of this renegotiation period, you will not negotiate for your services with any other person or company other than P. In the event we are unable to reach an agreement for an extension by the expiration of the extended term hereof, you agree that you will not accept, in any market for a period of three (3) months following expiration of the extended term of this agreement, any offer of employment as a sportscaster, sports news reporter, commentator, program host, or analyst in broadcasting (including television, cable television, pay television and radio) without first giving us, in writing, an opportunity to employ you on substantially similar terms and you agree to enter into an agreement with us on such terms.' D was bound to negotiate in good faith with P for the 90-day period from December 6, 1979, through March 4, 1980. For the first 45 days, December 6 through January 19, the negotiation was to be exclusive. Following expiration of the 90-day negotiating period and the contract on March 5, 1980, D was required, before accepting any other offer, to afford P a right of first refusal; he could comply with this provision either by refraining from accepting another offer or by first tendering the offer to P. The first-refusal period expired on June 3, 1980, and on June 4, D was free to accept any job opportunity, without obligation to P. D first met with P executives in September, 1979. The parties agreed to finalize the matter by October 15. Behind P's back, D also met with representatives of CBS in early October. D furnished CBS a copy of the first right of refusal agreement with P. On October 12, P officials and D met, but were unable to reach an agreement on a renewal contract. On October 16, D again discussed employment possibilities with CBS. On January 2, 1980, P expressed its willingness to meet all of D's demands substantially. D rejected the offer and made clear his desire to explore his options in light of the impending expiration of the 45-day exclusive negotiation period. On February 1, 1980, after termination of that exclusive period, D and CBS orally agreed on the terms of D's employment as a sportscaster. CBS informed D that it had prepared two agreements and divided his annual compensation between the two: one covered his services as an on-the-air sportscaster, and the other was an off-the-air production agreement for sports specials D was to produce. The production agreement contained an exclusivity clause which barred D from performing 'services of any nature for' or permitting the use of his 'name, likeness, voice or endorsement by, any person, firm or corporation' during the term of the agreement, unless CBS consented. The contract had an effective date of March 6, 1980. Wolf signed the CBS production agreement on February 4, 1980. CBS agreed in writing, in consideration of $100 received from D, to hold open an offer of employment as sportscaster until June 4, 1980, the date on which D became free from P's right of first refusal. On February 5, D submitted a letter of resignation to P. P met with D on February 6 and made various offers and promises that D rejected. D informed P that they had delayed negotiations with him and downgraded his worth. He stated he had no future with the company. He told the officials he had made a 'gentlemen's agreement' and would leave P on March 5. Later in February, P and D agreed that D would continue to appear on the air during a portion of the first-refusal period, from March 6 until May 28. P commenced this action on May 6, 1980, alleging that D, induced by CBS, breached both the good-faith negotiation and first-refusal provisions of his contract with P. P sought specific enforcement of its right of first refusal and an injunction against D's employment as a sportscaster with CBS. The Supreme Court found no breach of the contract and noted that, in any event, equitable relief would be inappropriate. A divided Appellate Division concluded that D had breached both the good-faith negotiation and first-refusal provisions; nonetheless affirmed on the ground that equitable intervention was unwarranted. P appealed.

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