Artist: Ethan Swope
By: Rob Yutkowitz
How did a “rising star” who has steadily improved during his first three seasons, become the highest paid player in the National Hockey League (NHL)? Leo Carlsson of the Anaheim Ducks earned a new 5-year $90 million contract this offseason which, at the time of signing, made him the highest annual earner in the NHL. His contract value is a product of the NHL’s offer sheet system which allows opposing teams to sign restricted free agents (RFAs) and agree to give up draft picks as compensation. But is it fair to require teams to give up valuable draft picks to sign RFAs? What would happen if the NHL’s offer sheet system was challenged as an unlawful restraint on player movement under §1 of the Sherman Act?
An offer sheet is a unique contract proposal specifically for RFA’s.[1] RFA’s are players whose contract has expired, but their current team retains his rights including the right of first refusal to match any new contract offer.[2] If a new offer comes in for an RFA and is signed, the team retaining that players rights have two options, either match the exact terms of the offer and retain the player, or let the player walk and receive compensation in return.[3] Compensation for offer sheets initially included direct player for player swaps.[4] The current rules however, which are governed by the collective bargaining agreement (CBA), limit the compensation type to draft picks.[5] The nature of this system creates an environment where teams may offer more than a player is worth attempting to create a deal that can’t be matched.[6] Once an offer sheet is signed, it is like any other contract and will likely be used as a benchmark in future contract negotiations when comparing player value and determining fair compensation.[7] Shortly after Carlsson signed his offer sheet, his record setting average annual value (AAV) was broken twice.[8] First by Macklin Celebrini, and then once again by Cale Makar.[9] While the offer sheet rules are relatively new, the Sherman Act is not.[10]
§1 of the Sherman Act exists to prohibit concerted actions that unreasonably restrain trade.[11] The Act has previously been used to scrutinize specific rules in professional sports that may unreasonably restrict free player movement such as in Mackey v. National Football League.[12] Mackey demonstrates that the non-statutory labor exemption exists to protect collective bargaining agreements from being usurped by antitrust law.[13] This exemption applies when the restraint in question affects only the parties to the collective bargaining, concerns a mandatory subject of bargaining (wages, hours, terms and conditions of employment), and results from a bona fide arms-length negotiation.[14] The Supreme Court has also weighed in on this exemption in Brown v. Pro Football, emphasizing that federal labor statutes promote collective bargaining and therefore, activities related to collective bargaining should be exempt from antitrust law.[15] These rulings give us a framework to analyze Leo Carlsson’s case and offer sheets more generally if there was a Sherman Act challenge.[16]
Generally, the court will turn to the three-prong test established in Mackey (the “Mackey Test”) to determine whether the non-statutory labor exemption applies.[17] The three prongs are: the restraint will primarily affect only the parties involved in the collective bargaining, the restraint concerns a mandatory subject of bargaining, and the agreement is the result of a genuine bona fide arm’s length negotiation.[18]
First, restricting players free movement to new teams likely only affects the parties (the players and the team) involved in the agreement.[19] The restraint affects them both because it restricts free player movement of RFA’s by requiring teams to give up valuable assets in the form of draft picks to acquire those players.[20] This also restricts teams because they may be discouraged from offering contracts to RFA’s if they value holding onto their draft picks more than signing an RFA.[21] These restrictions did not prevent the Philadelphia Flyers from signing Leo Carlsson to an offer sheet and showing their willingness to forfeit four first round picks to acquire him, while also forcing a difficult decision onto the Anaheim Ducks.[22] The rules do however give teams a lot to consider before making the decision to attempt to sign a player to an offer sheet and if these restrictions were not in place, we would likely see more players switching teams early in their career.[23] While the parties are clearly affected, it is difficult to see how any third party would be affected by this agreement.[24]
Next, the restraint must contain a mandatory subject of bargaining (wages, hours, and terms and conditions of employment).[25] For example, in Leo Carlsson’s case, the offer sheet rules clearly effect wages because this system determines a player’s salary if signed.[26] The amount of salary offered to a player is affected directly by the rules of compensation.[27] Also, the last mandatory subject “terms and conditions” operates almost like a catch all to include anything that materially affects an employee’s work life – safety conditions and workplace rules.[28] Given that this rule can dictate player movement and what location or city they may work in, it clearly materially affects their work life.[29] In Leo Carlsson’s case, with the Anaheim Ducks owning his rights as an RFA this summer, if he wanted to move on from Anaheim, these rules restricting player movement certainly make that more difficult.[30]
Lastly, is the agreement the result of a genuine bona fide arm’s length agreement?[31] Now, if a group of players wanted to challenge this rule, they may argue there was reason to believe the rule change was not actually the result of a genuine bona fide arm’s length agreement.[32] Although a court may not rule this way, it would mean the non-statutory labor exemption would not apply.[33] Moreover, this is an incredibly high bar to pass given the court in Brown.[34] Ultimately, the courts are prioritizing the collective bargaining process and are unlikely to strike down an offer sheet rule that genuinely arises from that process.[35]
The signing of this offer sheet has set a new standard for player value that will be matched in future contracts. While Leo Carlsson did sign his record-breaking offer sheet from the Philadelphia Flyers, the Anaheim Ducks ultimately decided to match the offer, and he will play out his contract in Anaheim. Carlsson’s high salary is simply the result of the impact offer sheets have on player salaries. The existence of offer sheets provides a clear mechanism for player value to increase, as seen with the Leo Carlsson situation. While the restrictive elements of the offer sheet rules raise questions under §1 of the Sherman Act, this is a clear example of where the non-statutory labor exemption should apply. The exemption was created to protect collective bargaining agreements from being nullified by antitrust law, and the offer sheet rules are exactly the type of agreement meant to be protected by this exemption.
Student Bio
Rob Yutkowitz is a 2L at Suffolk University Law School. He is currently pursuing a career in Sports and Entertainment Law. His areas of interest include athlete representation, contract negotiation, and labor and employment. In his spare time, Rob enjoys cheering for Philadelphia sports teams.
Contact: Robert.Yutkowitz@su.suffolk.edu
Disclaimer
The Suffolk Law Sports & Entertainment Law Association Blog is a student-run publication intended to encourage discussion, analysis, and enjoyment of issues related to sports and entertainment law. The content published on the Blog is for informational and educational purposes only and is not intended to constitute legal advice. The views and opinions expressed are those of the individual author and do not necessarily reflect the views of Suffolk University Law School, the Sports & Entertainment Law Association, or any affiliated faculty, staff, or students. Nothing on this Blog should be construed as creating an attorney–client relationship.
[1] Blaiz Grubic, Explaining how offer sheets work in NHL, sound of hockey, https://soundofhockey.com/2025/03/20/explaining-how-offer-sheets-work-in-the-nhl/. Last visited: 10/05/2026
[2] UFA vs RFA: Understanding NHL Free Agency, elite prospects, https://www.eliteprospects.com/page/ufa-vs-rfa-nhl-understanding-nhl-free-agency. Last visited: 10/052026
[3] Grubic, supra note 1.
[4] Nathan Gabay, Free Agency Before 1995 – On “Equalization”, nathan gabay, https://nathangabay.com/free-agency-before-1995-on-equalization/. Last visited: 10/05/2026
[5] Grubic, supra note 1. See also Collective Bargaining Agreement between National Hockey league and National Hockey League Players’ Association, art. 10 §10.3 (2012) [hereinafter CBA].
[6] Antonio Caruso, Flyers completely shatter the NHL economic model with an insane Leo Carlsson offer sheet, blue line station, https://bluelinestation.com/flyers-completely-shatter-the-nhl-economic-model-with-an-insane-leo-carlsson-offer-sheet-01kwwfwkfny8. Last visited: 10/05/2026
[7] Aarif Deen, How Much Does the Carlsson Offer Sheet Impact Makar’s Next Contract?, colorado hockey now, https://coloradohockeynow.com/how-much-does-the-carlsson-offer-sheet-impact-makars-next-contract/. Last visited: 10/05/2026, See Also Greg Wyshynski, Winners and Losers of Cale Makar’s $163.2 million contract, espn, https://www.espn.com/nhl/story/_/id/49806920/nhl-2026-27-cale-makar-contract-winners-losers-salary-cap-quinn-hughes. Last visited: 10/05/2026
[8] Meredith Turits, Cale Makar’s Record Contract Marks Fourth Landmark NHL Deal in 11 Months, yahoo sports, https://sports.yahoo.com/articles/cale-makar-record-contract-marks-231710138.html?guccounter=1&guce_referrer=aHR0cHM6Ly93d3cuZ29vZ2xlLmNvbS8&guce_referrer_sig=AQAAAMsvPDG8HDYdBZyQZFsW6bb3IA0GuQmh6zG82ORW8C4RncmZHDwZXcbwcYiHsJvXL0JfG8yIp-Na9Zd2-UAdOEcfxFEj5ukJzFX0hokqpQOP4s9XVXRSnfgLIZ-1Y7tcouCFNbOtmIt95EBLAUCTdRLBjNMLyyn3QKPO5EguVD7v. Last visited: 10/05/2026
[9] Id.
[10] 15 U.S.C. § 1. See also CBA, supra note 5.
[11] 15 U.S.C. § 1.
[12] 543 F.2d 606 (8th Cir. 1976).
[13] Id.
[14] Id.
[15] 518 U.S. 231 (1996).
[16] 543 F.2d 606 (8th Cir. 1976).
[17] 543 F.2d 606 (8th Cir. 1976).
[18] Id.
[19] CBA, supra note 5.
[20] Grubic, supra note 1.
[21] Grubic, supra note 1.
[22] Charlie O’Connor, Flyers sign Leo Carlsson to 5-year, $90 million offer sheet: Answering all the big questions regarding Daniel Briere’s huge move, phly sports, https://allphly.com/flyers/flyers-leo-carlsson-offer-sheet-briere-anaheim/. Last visited:10/05/2026
[23] CBA, supra note 5.
[24] CBA, supra note 5.
[25] 543 F.2d 606 (8th Cir. 1976).
[26] CBA, supra note 5.
[27] Id. See also Grubic, supra note 1.
[28] 29 U.S.C §158 (d).
[29] CBA, supra note 5.
[30] Id.
[31] 543 F.2d 606 (8th Cir. 1976).
[32] Id.
[33] Id.
[34] 518 U.S. 231 (1996).
[35] Id. See also Joseph Covelli, Brown v. Pro Football, Inc.: At the Intersection of Antitrust and Labor Law, Supreme Court’s Decision Gives Management the Green Light, 27 Stetson L. Rev. 257 (1997).
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