Big East Contract VOID?

[mantonio]

The serious legal question is, Do these teams exiting the Big East have to abide by the contract, when we are not sure if the contract is still legally binding?

The Big East has invited NEW teams to the conference, therefore CHANGING the original conditions of the contract. Does this, in fact, VOID the obligations of the schools who signed on to the contract, because the original conditions are no longer in effect?

When soes this happen? When the new teams are invited, or when they actually join the conference & begin to dilute the payouts to each team in the conference?

It hardly seems fair to allow the conference to hold you hostage for more than 2 years, especially if they are allowed to harm your program with bad scheduling & less money out of spite.

I think any program should be able to leave their conference within 1 year, to avoid the ugliness that is sure to follow...

 

[Alsacs]

The serious legal question is, Do these teams exiting the Big East have to abide by the contract, when we are not sure if the contract is still legally binding?

The Big East has invited NEW teams to the conference, therefore CHANGING the original conditions of the contract. Does this, in fact, VOID the obligations of the schools who signed on to the contract, because the original conditions are no longer in effect?

When soes this happen? When the new teams are invited, or when they actually join the conference & begin to dilute the payouts to each team in the conference?

It hardly seems fair to allow the conference to hold you hostage for more than 2 years, especially if they are allowed to harm your program with bad scheduling & less money out of spite.

I think any program should be able to leave their conference within 1 year, to avoid the ugliness that is sure to follow...

The Big East teams are all bound by the Big East bylaws which have a liquidated damages provision which states you must give 27 months notice and pay 5 million. Nothing short of the Big East dissolving or the WVU proving the BE Commish breaching his fidicuiary duties will get Syracuse out earlier. Adding new teams helps WVU show the damages are mitigated and less harming to the Conference, but the exiting teams must follow the liquidated damages provision when they withdraw so when they add schools the original conditions do not go away. Being held hostage was an agreement SU agreed to and isn't unfair its sucks for us, but we agreed to it and unless we want to be sued we can't get out earlier without the Big East letting us out.

 

[IthacaMatt]

I got blasted by one poster a few times on UConn's Conference Realignment Board for saying this, but although the complaint is pretty poorly drafted, I think they have a few legitimate causes of action stated in there - #1 being that the basketball schools have been able to out-vote the football schools on this whole expansion that they are looking at right now, the remaining football schools can honestly say that the way the process has been handled has (a) harmed the value of their own properties & media rights; and (b) Marinatto's leadership has been lacking due to conflict of interest / violation of fiduciary duty to member institutions. While the complaint itself contains a howler or two (e.g. paragraph 32 talks about UConn having already left for the ACC instead of Syracuse, and the misuse of the word "denigrate" not once, but twice), it's enough to get them into court, which is probably all WVU needs.

I can't imagine ESPN wanting to be subjected to the discovery process and having to testify about its role in all of this. I also have a hard time believing that ESPN would allow any out-the-door Big East breakaway schools from having to compete for 2 more years after this one. One poster over there keeps harping on the BCS requiring at least 8 teams playing together in a conference for at least the last 2 years at the time the next contract is negotiated as being the reason that the Big East will never let us, Pitt, WVU and whoever else out before the 27 months' notice requirement is up. But I responded that it's not like the BCS is the freaking Constitution and if they don't want Congress and anti-trust issues, I see the likely result as the BCS changing its rules a bit because of what happened to the Big East. It would make more sense to me, anyway, for there to be a BCS play-in game among the non-BCS conference champs, just like the NCAA hoops tournament has the 65-68 play-in games for the 4 lesser conferences.

 

[007]

I'm not a lawyer...but part of the case law sited in the BC v. BE lawsuit of 2003 noted that: "For the withdrawal fee to be acceptable as liquidated [*4] damages, the amount should provide no more than the protection needed, must approximate the actual loss suffered, and cannot be insufficiently related to the harm involved. If the exit payment is otherwise, it would constitute an unreasonable penalty which would be void and legally unenforceable."

http://www.lexisone.com/lx1/caselaw...=eEhf.efia.aadj.ebIY&searchFlag=y&l1loc=FCLOW

It would seem to me that the BE will need to prove the actual loss involved and that any such exit fees (27 months) are not punitive in nature. All the posturing by Marinatto in the media is running dangerously close to being punitive in intent, IMO. Additionally, doesn't the addition of new teams to fill the void mitigate the actual damages suffered (Marinatto claims that the BE will emerge "even stronger"), particularly if the new teams enter the BE before Pitt, SU, WVU leave?

Bottom line, there will be lawsuits if teams are held to the letter of 27 months notice.

 

[mantonio]

The Big East teams are all bound by the Big East bylaws which have a liquidated damages provision which states you must give 27 months notice and pay 5 million. Nothing short of the Big East dissolving or the WVU proving the BE Commish breaching his fidicuiary duties will get Syracuse out earlier. Adding new teams helps WVU show the damages are mitigated and less harming to the Conference, but the exiting teams must follow the liquidated damages provision when they withdraw so when they add schools the original conditions do not go away. Being held hostage was an agreement SU agreed to and isn't unfair its sucks for us, but we agreed to it and unless we want to be sued we can't get out earlier without the Big East letting us out.

Sorry, your argument would only work if conditions remained the SAME. Inviting other teams to join the conference before the exiting teams leave completely changes everything, & WOULD render the contract NULL & VOID in a court of law.

This is ABSOLUTELY a losing argument for the Big East.

 

[OrangePA]

For me the "restraint of trade" cause of action is the most intriguing.

 

[sufan]

The serious legal question is, Do these teams exiting the Big East have to abide by the contract, when we are not sure if the contract is still legally binding?

The Big East has invited NEW teams to the conference, therefore CHANGING the original conditions of the contract. Does this, in fact, VOID the obligations of the schools who signed on to the contract, because the original conditions are no longer in effect?

When soes this happen? When the new teams are invited, or when they actually join the conference & begin to dilute the payouts to each team in the conference?

It hardly seems fair to allow the conference to hold you hostage for more than 2 years, especially if they are allowed to harm your program with bad scheduling & less money out of spite.

I think any program should be able to leave their conference within 1 year, to avoid the ugliness that is sure to follow...

---------------

That's a serious legal question??????????

 

[mantonio]

---------------

That's a serious legal question??????????

MILLIONS, perhaps BILLIONS of dollars are at stake... So YES, I would call this a serious issue to be resolved !!!

 

[Alsacs]

Sorry, your argument would only work if conditions remained the SAME. Inviting other teams to join the conference before the exiting teams leave completely changes everything, & WOULD render the contract NULL & VOID in a court of law.

This is ABSOLUTELY a losing argument for the Big East.

No offense dude, but your argument is wrong. The Big East Conference is a conference partnership with bylaws that dictate as a contract. When teams join the conference they agree to the bylaws. Syracuse signed the bylaws and they dictate that to withdraw from the Big East you must give 27 months notice and 5 million dollars. NOTHING IN THE BYLAWS SAYS THE CONTRACT BECOMES NULL AND VOID BY EXPANDING THE CONFERENCE. It changes nothing that we announce we are leaving and SMU, Houston, and UCF agree to join the conference. I don't want to get into a Contracts debate with you, but your opinion is incorrect. I want out of the Big East as early as possible just like you but dude the Bylaws aren't a contract that will become void in court of law.

 

[mantonio]

No offense dude, but your argument is wrong. The Big East Conference is a conference partnership with bylaws that dictate as a contract. When teams join the conference they agree to the bylaws. Syracuse signed the bylaws and they dictate that to withdraw from the Big East you must give 27 months notice and 5 million dollars. NOTHING IN THE BYLAWS SAYS THE CONTRACT BECOMES NULL AND VOID BY EXPANDING THE CONFERENCE. It changes nothing that we announce we are leaving and SMU, Houston, and UCF agree to join the conference. I don't want to get into a Contracts debate with you, but your opinion is incorrect. I want out of the Big East as early as possible just like you but dude the Bylaws aren't a contract that will become void in court of law.

Have you ever heard of a boilerplate contract?

Just because someone agrees to a contract, doesn't mean that contract is binding, IF the contract is unfair to one of the parties. This is why we have a court of law to decipher what is fair & what is not.

Now, you might be correct that a court would find the contract fair & binding. HOWEVER, it's not that cut & dry. There is a dynamic situation unfolding here, & the contract will be subject to scrutiny in court.

ANYTIME you have changes to the conditions within a contract period, you cannot assume the signers are automatically bound to it. My guess is, the courts will determine, or the parties will agree to adjusted terms of contract dismissal to be executed long before the 27 month period. I would bet on 12 months.

Would you be willing to bet the Big East will get the 27 months they are trying to enforce?

 

[ConnHuskBask]

No offense dude, but your argument is wrong. The Big East Conference is a conference partnership with bylaws that dictate as a contract. When teams join the conference they agree to the bylaws. Syracuse signed the bylaws and they dictate that to withdraw from the Big East you must give 27 months notice and 5 million dollars. NOTHING IN THE BYLAWS SAYS THE CONTRACT BECOMES NULL AND VOID BY EXPANDING THE CONFERENCE. It changes nothing that we announce we are leaving and SMU, Houston, and UCF agree to join the conference. I don't want to get into a Contracts debate with you, but your opinion is incorrect. I want out of the Big East as early as possible just like you but dude the Bylaws aren't a contract that will become void in court of law.

Honestly man, it doesn't take away the sting of losing TCU, Pitt, West Virginia and Syracuse but the fact that there are at least some people out there that understand what it means to a honor a contract and don't try to weasel their way out makes me feel a little bit better. Kudos to you.

 

[Jeepers]

There's really no point worrying about our remaining time in the BE until the new additions are added. Of course they are going to claim to be sticking to the 27 months. That story could easily change once they've got some schools officially signed on.

Whether they actually do add some schools...that's the mystery.

 

[mantonio]

Honestly man, it doesn't take away the sting of losing TCU, Pitt, West Virginia and Syracuse but the fact that there are at least some people out there that understand what it means to a honor a contract and don't try to weasel their way out makes me feel a little bit better. Kudos to you.

This is little bit more complicated than a feel good story of honoring a contract. The Big East has been dishonoring teams like Syracuse & WVU, who have made the Conference a BCS level league. Without them, the Big East would have never reached such heights. So how does the Big East repay them? They cater to the Basketball only schools, keeping the conference down & making it look like a freak show.

If the Big East had done what it was supposed to do, we wouldn't be having this discussion. It's possible they could have kept Miami, BC, & VTech in the first place.

It's a two way street, & the Big East has been hurting the strongest members of its conference for too long. In fact, Syracuse & West Virginia have been more than accomodating over the past decade with this conference, & it's about time they earned a bit more respect than Big East leadership has been willing to afford them.

It seems like you & others are only looking at one side of the story, with naive colored glasses on your eyes...

 

[fanfanclubclub]

I got blasted by one poster a few times on UConn's Conference Realignment Board for saying this, but although the complaint is pretty poorly drafted, I think they have a few legitimate causes of action stated in there - #1 being that the basketball schools have been able to out-vote the football schools on this whole expansion that they are looking at right now, the remaining football schools can honestly say that the way the process has been handled has (a) harmed the value of their own properties & media rights; and (b) Marinatto's leadership has been lacking due to conflict of interest / violation of fiduciary duty to member institutions. While the complaint itself contains a howler or two (e.g. paragraph 32 talks about UConn having already left for the ACC instead of Syracuse, and the misuse of the word "denigrate" not once, but twice), it's enough to get them into court, which is probably all WVU needs.

I can't imagine ESPN wanting to be subjected to the discovery process and having to testify about its role in all of this. I also have a hard time believing that ESPN would allow any out-the-door Big East breakaway schools from having to compete for 2 more years after this one. One poster over there keeps harping on the BCS requiring at least 8 teams playing together in a conference for at least the last 2 years at the time the next contract is negotiated as being the reason that the Big East will never let us, Pitt, WVU and whoever else out before the 27 months' notice requirement is up. But I responded that it's not like the BCS is the freaking Constitution and if they don't want Congress and anti-trust issues, I see the likely result as the BCS changing its rules a bit because of what happened to the Big East. It would make more sense to me, anyway, for there to be a BCS play-in game among the non-BCS conference champs, just like the NCAA hoops tournament has the 65-68 play-in games for the 4 lesser conferences.

I disagree, this complaint may meet pleading standards and survive a motion to dismiss, but it's a ridiculous farce as far as applying law and contract provisions to facts.

It would be nearly impossible to prove economic damages, because there was a widespread expectation that the BE would improve its television revenue (so long as it stayed together).

There is no law against rejecting an offer during negotiations. There is no law against block voting. There are no serious, material allegations likely to establish a conflict of interest problem with Marinatto. No fiduciary duties prohibit considering Villanova, etc.

After Miami left, I'm not sure there was much the BE could have done better, given the circumstances.

 

[fanfanclubclub]

Sorry, your argument would only work if conditions remained the SAME. Inviting other teams to join the conference before the exiting teams leave completely changes everything, & WOULD render the contract NULL & VOID in a court of law.

This is ABSOLUTELY a losing argument for the Big East.

Love your passion man, but this is way off.

OrangePA mentions an interesting anti-trust concept, but the courts have really opened the doors for horizontal restraints in the NCAA and other sports in light of "unique goods" and "market creation" doctrines.

And from a bigger picture perspective, giving this complaint any traction would set a strong precedent upsetting conference stability, inviting the courts to adjudicate athletic administrative decisions. That degree of judicial intervention is extremely unlikely, far less likely than other forms of political intervention (governors, legislators, etc).

 

[Alsacs]

Have you ever heard of a boilerplate contract?

Just because someone agrees to a contract, doesn't mean that contract is binding, IF the contract is unfair to one of the parties. This is why we have a court of law to decipher what is fair & what is not.

Now, you might be correct that a court would find the contract fair & binding. HOWEVER, it's not that cut & dry. There is a dynamic situation unfolding here, & the contract will be subject to scrutiny in court.

ANYTIME you have changes to the conditions within a contract period, you cannot assume the signers are automatically bound to it. My guess is, the courts will determine, or the parties will agree to adjusted terms of contract dismissal to be executed long before the 27 month period. I would bet on 12 months.

Would you be willing to bet the Big East will get the 27 months they are trying to enforce?

Dude I KNOW the UCC-2-206 Battle of the Forms BUT THE DAMN AGREEMENT HAS NOT BEEN ALTERED IN ANYWAY to the detriment of Syracuse. We SIGNED THE BYLAWS AND ARE STUCK FOR 27 MONTHS UNLESS THE BIG EAST NEGOTIATES AN EARLY WITHDRAWAL WITH US and they may once they have new schools on board, but they have no new contract. What offer or acceptance in this new agreement has Syracuse had violated. Atleast WVU's contract agreement has a .000000000000001% of a chance of working if they can argue they offered a higher buyout with the Big East in exchange for an early withdrawal and the 2.5 million check that they sent accepted this offer. If the Big East doesn't want to let to Syracuse and Pitt out before 2014 the Big East will enforce the 27 months, but hopefully once new schools are added they won't want lameduck members and will let us go.

 

[Moontan]

Dude I KNOW ... <blah>, <blah>, <blah> ... If the Big East doesn't want to let to Syracuse and Pitt out before 2014 the Big East will enforce the 27 months, but hopefully once new schools are added they won't want lameduck members and will let us go.

You know that TGD & Pitt have discussed possible early-departure scenarios with the BE. There may well be agreements in place that may be acted on once the BE has committed replacements in place. There's no need for the ACC-bound to play this out in public.

WfVU is under pressure and is therefore more desperate. They need to show the Big XII that they're trying to make it happen for 2012. Just be glad that Syracuse is not in that predicament.

I trust the TGD will get the best possible departure for the Orange. Whether that's 2012, 2013 or 2014, none of us knows. If all parties are reasonable then there will be a reasonable outcome. Public statements are just that, there's a lot more going on behind the scenes. If the BE commish is (finally?) on the ball, he will be trying to leverage early releases with the Big XII, SEC & ACC to extend the BE's AQ status for another evaluation period (through 2016 or so). I would expect all of this to be played out before the bowl season starts, though the back room AQ agreement will obviously be kept quiet.

If people are prepared for a 2013 departure then they shouldn't be disappointed. 2012 is still possible if all the pieces fall in place.

 

[IthacaBarrel]

You know that TGD & Pitt have discussed possible early-departure scenarios with the BE. There may well be agreements in place that may be acted on once the BE has committed replacements in place. There's no need for the ACC-bound to play this out in public.

WfVU is under pressure and is therefore more desperate. They need to show the Big XII that they're trying to make it happen for 2012. Just be glad that Syracuse is not in that predicament.

I trust the TGD will get the best possible departure for the Orange. Whether that's 2012, 2013 or 2014, none of us knows. If all parties are reasonable then there will be a reasonable outcome. Public statements are just that, there's a lot more going on behind the scenes. If the BE commish is (finally?) on the ball, he will be trying to leverage early releases with the Big XII, SEC & ACC to extend the BE's AQ status for another evaluation period (through 2016 or so). I would expect all of this to be played out before the bowl season starts, though the back room AQ agreement will obviously be kept quiet.

If people are prepared for a 2013 departure then they shouldn't be disappointed. 2012 is still possible if all the pieces fall in place.

Agreed, just let the thing playout. I still say we are playing ACC football next year

 

[Alsacs]

I d

You know that TGD & Pitt have discussed possible early-departure scenarios with the BE. There may well be agreements in place that may be acted on once the BE has committed replacements in place. There's no need for the ACC-bound to play this out in public.

WfVU is under pressure and is therefore more desperate. They need to show the Big XII that they're trying to make it happen for 2012. Just be glad that Syracuse is not in that predicament.

I trust the TGD will get the best possible departure for the Orange. Whether that's 2012, 2013 or 2014, none of us knows. If all parties are reasonable then there will be a reasonable outcome. Public statements are just that, there's a lot more going on behind the scenes. If the BE commish is (finally?) on the ball, he will be trying to leverage early releases with the Big XII, SEC & ACC to extend the BE's AQ status for another evaluation period (through 2016 or so). I would expect all of this to be played out before the bowl season starts, though the back room AQ agreement will obviously be kept quiet.

If people are prepared for a 2013 departure then they shouldn't be disappointed. 2012 is still possible if all the pieces fall in place.

I don't disagree with you but this guy's legal arguments are blatantly inaccurate, and its frustrating. I know SU will be in the ACC ASAP. I agree I believe 2013 is probably the year I hope 2012, but its doubtful at this late time unless UCF, SMU, and Houston can come in for 2012.

 

[kingottoiii]

I'm not a lawyer...but part of the case law sited in the BC v. BE lawsuit of 2003 noted that: "For the withdrawal fee to be acceptable as liquidated [*4] damages, the amount should provide no more than the protection needed, must approximate the actual loss suffered, and cannot be insufficiently related to the harm involved. If the exit payment is otherwise, it would constitute an unreasonable penalty which would be void and legally unenforceable."

http://www.lexisone.com/lx1/caselaw...=eEhf.efia.aadj.ebIY&searchFlag=y&l1loc=FCLOW

It would seem to me that the BE will need to prove the actual loss involved and that any such exit fees (27 months) are not punitive in nature. All the posturing by Marinatto in the media is running dangerously close to being punitive in intent, IMO. Additionally, doesn't the addition of new teams to fill the void mitigate the actual damages suffered (Marinatto claims that the BE will emerge "even stronger"), particularly if the new teams enter the BE before Pitt, SU, WVU leave?

Bottom line, there will be lawsuits if teams are held to the letter of 27 months notice.

That would tell me we can leave once there are two teams that can come in and replace us. Since UCF, SMU, and HOU all seem available for 2012, wouldn't the above ruling mean we are free to go? And without an extra fee? Also the fact that TCU didn't have to wait would be an issue for the BE.

 

[kingtidge]

No offense dude, but your argument is wrong. The Big East Conference is a conference partnership with bylaws that dictate as a contract. When teams join the conference they agree to the bylaws. Syracuse signed the bylaws and they dictate that to withdraw from the Big East you must give 27 months notice and 5 million dollars. NOTHING IN THE BYLAWS SAYS THE CONTRACT BECOMES NULL AND VOID BY EXPANDING THE CONFERENCE. It changes nothing that we announce we are leaving and SMU, Houston, and UCF agree to join the conference. I don't want to get into a Contracts debate with you, but your opinion is incorrect. I want out of the Big East as early as possible just like you but dude the Bylaws aren't a contract that will become void in court of law.

All that is true, but there is plenty of case law on the books regarding contract liquidated damages being excessive and punitive under certain circumstances.

The crux of the argument is this: Does the expansion of said teams offset or even increase the revenue stream of the Big East even with lost revenues from Syracuse & Pitt leaving?

If that answer is 'yes', then there is a strong case to be argued that the liquidated damages being levied are punitive since the monetary losses are offset with new conference additions... and therefore illegal.

i.e. Marinatto may say he's holding us to 27 mos. regardless, but if the new teams are in next year, we're out... plain and simple.

 

[SmilinBob]

I'd be surprised if those new teams can be in the big east before 2013 but I'm rooting like hell they get there asap.

 

[orangecuse]

In most jurisdictions, you can not pass negligence through a contract, no matter how 'iron clad' an agreement, hold-harmless, etc. appears to be, therefore, voiding same. So, theoretically, if any one of the defectors chooses to leave the Big East prior to the 27 month period, and a Big East lawsuit ensues, the defendants could argue same and, if able to prove, deeming it unenforceable...

 

[SU2NASA]

Honestly man, it doesn't take away the sting of losing TCU, Pitt, West Virginia and Syracuse but the fact that there are at least some people out there that understand what it means to a honor a contract and don't try to weasel their way out makes me feel a little bit better. Kudos to you.

Yes, because UConn wouldn't try to do the exact same thing to get out of this shitshow.

 

[Jake]

I am anything but a lawyer, but my question is this:

If the Big East no longer allows WVU, SU and Pitt to vote on any league issues, isn't that a tacit admission that they are no longer considered part of the league? I guess I don't understand how you can bar a school from voting on all league matters and then insist they are part of the league until they are let you go. Is there a provision in the league charter that establishes "non-voting members".

Is there a by-law that says "once you accept membership in another league, you must pay, wait and can no longer vote on league matters?"

Just curious.