The Carrier Dome Renaming Thread...

[reedny]

Uh oh, I let myself get sucked in. OK, after this it's back to work for me.

There's some informative language about the gift contract in here (I'd love to see the Carrier gift agreement), but what jumped out at me is the Texas Attorney General's involvement on behalf of the public - that is, this is a third party (a charitable trust) that is deserving of the government going to bat for it in a way that a corporate or an individual wouldn't be.

It's got nothing to do with precedent, but it does show some of the thinking behind how the justice system and our public institutions might treat different types of plaintiff in a similar situation.

I'll throw in a few observations: 1) unlike the case you referenced, the only charity in our case is SU (quasi-charitable NFP educational institution); 2) UT/Carrier is not only for-profit, it has (largely) vacated the region and left a sour taste; and 3) as a general proposition "perpetual" contract terms are against public policy. They go over like lead balloons in state supreme court, especially those that produce unbalanced benefits and are 40 years old.

The contract is not public. It could say lots of things that might change the equation, dragging the situation towards a gift or the other way to a commercial branding agreement. I'm sure the U has been above board in negotiations, but its recent actions ("Syracuse University Dome") seem to be an important signal.

 

[texascpa]

Budweiser has 1 of their like 8 breweries in the US 10 miles north in Baldwinsville. The Natty Daddy Dome? The Bud light Lime Dome? The Bud Mud Dome?

The InBev Dome?

 

[OttoMets]

... I'm sure the U has been above board in negotiations, but its recent actions ("Syracuse University Dome") seem to be an important signal.

Eh.

Generally agree with your post otherwise, good stuff (though I'm not sure most judges apart from the hometowniest of hacks would take into account that UTC's scaled back their local presence).

 

[DoubleDee]

Isn’t the name Carrier, because it was a gift, no different than “Carnegie” library, or Ensley center? You wouldn’t take those names down. I do t really know just asking.

 

[reedny]

Eh.

Generally agree with your post otherwise, good stuff (though I'm not sure most judges apart from the hometowniest of hacks would take into account that UTC's scaled back their local presence).

You could be right, but the "equities" and public policy can be significant factors in contract enforcement cases. Some (lummgr) suggest that "Carrier" should have the standing of a charitable trust or foundation (Like Carnegie). Others believe that UT/Carrier, as a for-profit commercial enterprise, is unlikely to have had charitable motives in entering into a branding agreement.

My point is that push come to shove (depending on the language), SU will have a considerable advantage in terms of its equitable position as a NFP educational institution, the fact that carrier is not a foundation or charitable concern (by a longshot), that the agreement has (at least compared to other college sports arena deals) been highly unbalanced in terms of commercial benefit to Carrier, and the cool reception a "perpetual" or "lifetime" term will get in the courts.

 

[javadoc]

I'll throw in a few observations: 1) unlike the case you referenced, the only charity in our case is SU (quasi-charitable NFP educational institution); 2) UT/Carrier is not only for-profit, it has (largely) vacated the region and left a sour taste; and 3) as a general proposition "perpetual" contract terms are against public policy. They go over like lead balloons in state supreme court, especially those that produce unbalanced benefits and are 40 years old.

The contract is not public. It could say lots of things that might change the equation, dragging the situation towards a naming gift or the other way to a commercial branding agreement. I'm sure the U has been above board in negotiations, but its recent actions ("Syracuse University Dome") seem to be an important signal.

I was most interested in the avenues for settlement. The pleading called out performance and damages as possibilities (probably standard). The pleading also stated that the University acted without contacting the family or the charitable organizations bearing the family's legacy. Whoops!

A settlement was reached in this case and the facility was renamed. I don't know if there were financial terms to the settlement, but there was some performance, in the construction of other monuments, etc.

Fertitta Center - Wikipedia

The damages possibility makes me wonder. What would be the likely magnitude of damages requested? If the donor has received substantial financial benefit from the original gift - perhaps exceeding the value of the gift - do those gains offset any potential claim for damages? And if there were a trial, what would be the venue? Would it be in central NY, or moved to Carrier's HQ?

The rosiest scenario, IMO, would be for the school to have negotiated with Carrier, and to have provided some combination of performance and remuneration to broach the original agreement amicably.

 

[OttoMets]

... Others believe that UT/Carrier, as a for-profit commercial enterprise, is not entitled to be considered as a charity and is more likely to have entered into a branding agreement.

...

Surely this is what SU would argue. In 1978 or 1979, though, I'm not buying it. From everything I've read or been told, it was philanthropic. (Not to say that there hasn't been a ton of value in the brand exposure over the decades.)

 

[Cusefan69]

Is Carrier still owned by United Technologies? I was on their website and company timeline shows acquired by UT 1979. Looking at it from my phone so limited on what I can see. I presume UT still owns them.

 

[JOC44]

A word of advice: Don't trust the advice of any lawyer who tells you your chances of winning a contract case if the lawyer hasn't seen to contract or been told exactly (and I mean exactly) what it says.

 

[reedny]

Surely this is what SU would argue. In 1978 or 1979, though, I'm not buying it. From everything I've read or been told, it was philanthropic. (Not to say that there hasn't been a ton of value in the brand exposure over the decades.)

Possible but implausible that Carrier Corporation had purely philanthropic motives. But even if that's accurate, there are many options if the contract language is interpreted as a gift: 1) SU could argue that the name doesn't survive because it's a new building .. without the namesake roof, numerous other structural changes, etc.; or 2) it's the same building and the word Carrier has to remain - somewhere. But SU could make "Carrier" 8 inches tall or install it at a different location, or add another sponsor ... take it off the facade, put it over the latrines, etc ... You know how this works, lol.

 

[reedny]

A word of advice: Don't trust the advice of any lawyer who tells you your chances of winning a contract case if the lawyer hasn't seen to contract or been told exactly (and I mean exactly) what it says.

No one's giving "advice". It's an internet discussion. Not sure to whom you're referring, but you might want to re-read:

Post 151: "The contract is not public. It could say lots of things that might change the equation . . ."
Post 155: ".. . depending on the language ... "
Post 160: " . . . if the contract language is interpreted as a gift ..."

 

[JOC44]

Not sure to whom you're referring, but you might want to re-read:

Post 151: "The contract is not public. It could say lots of things that might change the equation . . ."
Post 155: ".. . depending on the language ... "
Post 160: " . . . if the contract language is interpreted as a gift ..."

Oh, I know how to read. I was just passing along a general piece of advice (not really directed at anyone in particular) that contract disputes are HEAVILY (if not solely) dependent on the actual words used in the contract. Some of the non-lawyers on the board might not necessarily get that.

 

[Qbobby]

r 2) it's the same building and the word Carrier has to remain - somewhere. But SU could make "Carrier" 8 inches tall or install it at a different location, or add another sponsor ... take it off the facade, put it over the latrines, etc ... You know how this works, lol.

Carrier trough.

 

[javadoc]

Oh, I know how to read. I was just passing along a general piece of advice (not really directed at anyone in particular) that contract disputes are HEAVILY (if not solely) dependent on the actual words used in the contract. Some of the non-lawyers on the board might not necessarily get that.

Another legal question.

Can a naming gist constitute a contract with ongoing business benefit? If so, can it be interfered with?

For instance, if Syracuse intentionally contracted with another HVAC provider to spite Carrier, and made sure to mention who that provider was every time the opportunity arose, could that be considered interference with the ongoing benefits of the contract?

 

[orangecuse]

Oh, I know how to read. I was just passing along a general piece of advice (not really directed at anyone in particular) that contract disputes are HEAVILY (if not solely) dependent on the actual words used in the contract. Some of the non-lawyers on the board might not necessarily get that.

True. However, there are times in contracts that the "actual words used" can be subject to interpretation and, therefore, argued to be somewhat ambiguous, especially if certain words, etc. are not specifically defined in the contract. Any ambiguity that might exist, seemingly may favor SU.

 

[BVille44]

Channel 9 News followed up on the Syracuse University Dome.

 

[xc84]

Channel 9 News followed up on the Syracuse University Dome.

"We let the guy who was responsible for the Bowie jersey write that note."

 

[rocklloyd]

Is Carrier still owned by United Technologies? I was on their website and company timeline shows acquired by UT 1979. Looking at it from my phone so limited on what I can see. I presume UT still owns them.

Yes. For a little longer.

 

[JeffCuse]

What could they say we wont "like"?

a) It was a mistake its still Carrier. - OK, whatever
b) We have changed the name/are getting a new sponsor- Ok, let's see who it is.

I guess C) "Its soon to be called the Shi* House" would qualify as something I dont like

 

[Qbobby]

What could they say we wont "like"?

a) It was a mistake its still Carrier. - OK, whatever
b) We have changed the name/are getting a new sponsor- Ok, let's see who it is.

I guess C) "Its soon to be called the Shi* House" would qualify as something I dont like

That's already a Rutgers ™

 

[JeffCuse]

Newschannel 9 says that SU's statement did not answer the question, but that in their "non-answer" the University again specifically did not use Carrier.

 

[rrlbees]

That was riveting.

 

[BVille44]

SU responded to Channel 9 News.

The university spokesman did not answer the question and also did not refer to the dome as the Carrier Dome.

When Channel 9 News contacted Carrier about this matter their representative stated they have a “lifetime” agreement with SU and they will be contacting SU about this matter.

 

[JeffCuse]

That was riveting.

You know...i actually feel like we got something. For the university to specifically not use "Carrier" in the response to the media about why they are no longer using "Carrier" speaks pretty loudly. Its not like SU doesnt have good PR folks.

 

[rrlbees]

You know...i actually feel like we got something. For the university to specifically not use "Carrier" in the response to the media about why they are no longer using "Carrier" speaks pretty loudly. Its not like SU doesnt have good PR folks.

Eh. He should have read us the exact question and what SU’s reply actually was. He should have also asked them about their facility webpage which now only says Dome. That completely eliminates any clerical, proofreading, or printing error on the tickets. That would be an intentional change. Hopefully they read this and update at 6.