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Message: [QUOTE="JOC44, post: 439036, member: 613"] A couple of thoughts: 1. I agree with Orange Buddha's point that if the ACC bylaws have a forum selection clause that requires suit in N.C. state court, then the case can't be removed to federal court. But I think it is highly, highly unlikely that a conference that has a minority of its members in North Carolina would include a clause that requires litigation in N.C. state court. So removal seems almost a certainty to me. 2. Don't trust anybody's opinion on the merits if they haven't seen the ACC bylaws. I do a lot of contract litigation and you'd be surprised how many lawyers don't read the contract. This is particularly true in insurance coverage litigation, where lawyers cost their clients money by assuming what the policies say rather than actually reading them. 3. I get the liquidated damages analysis, and see that doctrine as somewhat analogous, but I am not positive that it will apply. Liquidated damages clauses deal with fixing the amount of damages owed when a party [U]breaches[/U] a contract. I'm not sure that leaving the conference is a [U]breach[/U] of the contract, and it probably isn't as it seems likely that the ACC bylaws do allow for schools to withdraw. So I am not sure that a doctrine designed to fix the amount of damages in the event of a breach will control the enforseability of an exit fee that has nothing to do with a party actually breaching the agreement. If I am right about that, the question would be less whether the exit fee fairly approximates actual damages (because damages is a concept associated with a breach, which didn't occur) and more about whether the provision is unconscionable. The burden for proving a contract clause unconscionable is very, very high, as courts generally hold parties to their agreements. I know Maryland voted against the increase, but it did agree to abide by properly-enacted amendments to conference bylaws. [/QUOTE]

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