The Physical as the Fine Print: Implied-in-Fact Agreements and the NFL's Unregulated Trade Window

This past NFL offseason was as electric and unprecedented as we've seen in recent history — from center Tyler Linderbaum resetting the market with his new $81 million contract with the Las Vegas Raiders, to outside linebacker Trey Hendrickson and his $112 million contract with the Baltimore Ravens. Better yet, the deal that was heard around the league but was too good to be true: the Raiders sending Maxx Crosby to the Ravens in exchange for two first-round draft picks. "Done deal" was written all over this blockbuster trade: Crosby flew out to Baltimore and even posted on his social media as a tease that he was going to be a Raven. Then, the unexpected happened: the Raiders announced via X that the Ravens had "backed out" of the deal – rattling the league and its affiliates. Every behavioral signal pointed toward a done deal once the 2026 league year opened. Yet, the Collective Bargaining Agreement (“CBA”) provided zero enforcement to make the agreement binding, leaving the Raiders with a disgruntled player. The Maxx Crosby situation sheds light on a structural deficiency in how the NFL governs agreements made during the moratorium window, and implied-in-fact contract theory illustrates why the current framework is inadequate.

To understand why the deal sent shockwaves through the league, the timeline matters. The Raiders and Ravens had agreed to send Maxx Crosby to Baltimore in exchange for two first-round draft picks. This would have signaled a full organizational reset in Las Vegas. Crosby traveled to Baltimore, medical records were exchanged in advance, and completing the physical was understood by all parties to be a formality. Then, the night before the 2026 league year officially opened — the moment agreements become enforceable — the Raiders posted on X: "The Baltimore Ravens have backed out of our trade agreement for Maxx Crosby."

The trade did not fall through because of a failed physical or an injury concern. The Raiders simply backed out. The distinction matters legally, and Las Vegas made sure everyone knew it. The reaction across the league was immediate and pointed. One team executive told CBS Sports it “doesn’t smell right.” An agent questioned whether any team could trust Baltimore going forward, and an NFL source said they didn’t think “many teams will feel comfortable trading with the Ravens.” No formal league mechanism was triggered – but the reputational damage was real and widely acknowledged. Adding fuel to the fire, reports surfaced that Trey Hendrickson — the very player Baltimore turned around and signed to a $112 million deal — had significantly lowered his asking price right around the time the Crosby physical was conducted. The suggestion was hard to ignore: the Ravens may have found the deal they actually wanted and needed a way out of the one they had already made.

To appreciate why the Raiders have a grievance worth examining, implied-in-fact contract theory is essential. Unlike an express contract — where obligations are memorialized with signatures and clear terms — an implied-in-fact contract arises entirely from the conduct of the parties. As defined in 17 C.J.S. Contracts § 4 at pp. 557-560:

A 'contract implied in fact'… arises where the intention of the parties is not expressed, but an agreement in fact, creating an obligation, is implied or presumed from their acts, or, as it has been otherwise stated, where there are circumstances which, according to the ordinary course of dealing and the common understanding of men, show a mutual intent to contract.

Apply that standard to what happened here. Crosby was flown to Baltimore. Medical records were formally exchanged. Both organizations communicated publicly and internally as though the deal was done. Under any ordinary commercial framework, the mutual intent to contract was present and demonstrable.

Where it breaks down is the CBA. Because the agreement was reached during the moratorium window — before the 2026 league year officially opened — it carried no binding force under the league's governing framework. NFL trades are contingent on passing a physical, and the CBA expressly states that certain conditions must be satisfied before a trade is legitimized. The Ravens are hiding behind that language. But there is a critical distinction: the argument is not that Baltimore breached a contract. It is that the conduct of both organizations created reasonable reliance. However, the CBA protects none of it. The Raiders restructured their offseason, moved capital toward other assets, and operated as an organization that had just acquired two first-round picks. When the deal collapsed, they were left absorbing consequences the league's governing document never anticipated and still does not address.

The Maxx Crosby situation is not the first time a failed physical has raised eyebrows around the league, and the Ravens themselves are no strangers to this pattern. In 2018, Baltimore voided a four-year, $29 million agreement with wide receiver Ryan Grant following a physical, and in 2020 a deal with Michael Brockers collapsed under similar circumstances. Each time, the league shrugged. Each time, there was no formal accountability mechanism to speak of.

What separates Crosby is the scale of the reliance. At stake were two first-round picks and a player who relocated and made his intentions public. The free agency market moved around a deal everyone believed was done. The Raiders absorbed $30 million in lost cap space according to Spotrac, the result of a $281.5 million spending spree executed under the assumption that Crosby – and his $35.79 million cap hit – was gone. Those damages are concrete and calculable. But the Ravens did not escape consequence either. Having burned their leverage in the market by pulling out of the Crosby deal hours before the league year opened, Baltimore turned around and signed Trey Hendrickson – a player who, per CBS Sports, had been seeking approximately $35 million per year before the Ravens’ pivot created urgency. He settled for $28 million per year. Whether Baltimore overpaid relative to where that negotiation was heading absent the Crosby collapse is a fair question – and one that Ravens front office would rather not answer publicly.

Implied-in-fact contract theory does not get the Raiders their picks back. What it does is expose exactly why the next CBA negotiation cannot treat this window as an afterthought. Standardized physical evaluation criteria and a good faith obligation once medical records are formally exchanged are not radical proposals — they are the minimum the framework owed to teams and players who operate in good faith. The conduct was there. The contract, unfortunately, was not.