Wilner (SJ Mercury News) - USC and UCLA planning to leave for B1G

[Kolumbo]

Staples: How would a school challenge a grant of rights? We asked a lawyer

There are four ways to challenge such a deal. Most of them involve a lot of money and patience.

theathletic.com

"For something to be a contract, it must have three components: an offer, an acceptance and consideration.

"In the grant of rights, the school has given the conference something of value — its media rights. But what has the conference given the school? It’s not the money for those media rights. That comes from one or several networks based on the terms of the conference’s deal with the network(s). The school’s attorneys could argue that an entirely separate contract covers that consideration."

I am sure someone somewhere could argue that the contract should be void because of any number of reasons:

Substantive unconscionability
Unconscionability in contracts can be substantive or procedural. Substantive unconscionability in contracts is when the terms of a contract are harsh, unfair, excessively oppressive, and unduly one-sided. Substantive unconscionability will make a contract invalid, and it can be tricky to determine.

Procedural unconscionability
Unlike substantive unconscionability that deals with the terms of the contract, procedural unconscionability focuses on the circumstances in which the contract was made. It can arise when contract negotiation is unfair to a party because of unequal bargaining power, lack of meaningful choice, or a wide knowledge gap on the subject matter.

 

[nelsonmuntz]

"For something to be a contract, it must have three components: an offer, an acceptance and consideration.

"In the grant of rights, the school has given the conference something of value — its media rights. But what has the conference given the school? It’s not the money for those media rights. That comes from one or several networks based on the terms of the conference’s deal with the network(s). The school’s attorneys could argue that an entirely separate contract covers that consideration."

I am sure someone somewhere could argue that the contract should be void because of any number of reasons:

Substantive unconscionability
Unconscionability in contracts can be substantive or procedural. Substantive unconscionability in contracts is when the terms of a contract are harsh, unfair, excessively oppressive, and unduly one-sided. Substantive unconscionability will make a contract invalid, and it can be tricky to determine.

Procedural unconscionability
Unlike substantive unconscionability that deals with the terms of the contract, procedural unconscionability focuses on the circumstances in which the contract was made. It can arise when contract negotiation is unfair to a party because of unequal bargaining power, lack of meaningful choice, or a wide knowledge gap on the subject matter.

No shot at universities arguing either of those things. They are billion dollar organizations with top legal representation, and they are years into the agreement. They are just realizing this is a problem now? Finally, their future plans (i.e. making hundreds of millions in a new league) are relevant to both points. Clemson would not make a very sympathetic plaintiff.

The GoR is a sale contract. The legal precedent of a judge or jury overturning a sale contract because the seller found a better buyer years later would be huge and damaging to our economy. Even if there was some statutory out, it would take five years to a decade to litigate.

Unless there is a previously undisclosed buyout in the GoR, that deal is done. No way to undo it.

 

[TRest]

Again, a game playing strategy is showing up on this thread.

Most here believing a two league top tier of B1G and SEC.

Between PAC12, Big12 and ACC it's a three to make two second tier. So, figure out alliances.

Do Pac12 and Big12 merge and leave ACC as the weak 5th conference most vulnerable for next round, or do ACC and Big12 merge and leave Pac12 on an island by itself? Regardless seems like Big12 is in better shape than ACC or Pac12 because Big12 butts up against either of the remaining two. I don't see a Pac12/ACC alliance isolating Big12.

Without knowing for sure, I think B12 and P12 both have tv contract negotiations coming up and that will dictate what leftovers go where.

 

[Kolumbo]

No shot at universities arguing either of those things. They are billion dollar organizations with top legal representation, and they are years into the agreement. They are just realizing this is a problem now? Finally, their future plans (i.e. making hundreds of millions in a new league) are relevant to both points. Clemson would not make a very sympathetic plaintiff.

The GoR is a sale contract. The legal precedent of a judge or jury overturning a sale contract because the seller found a better buyer years later would be huge and damaging to our economy. Even if there was some statutory out, it would take five years to a decade to litigate.

Unless there is a previously undisclosed buyout in the GoR, that deal is done. No way to undo it.

You want to argue that a conference should collect millions and millions of dollars based on a program performing in a different conference. Doesn't seem too difficult to prove that contract should be void. I'm sure they'll give it a shot given the amount of dollars at stake. Sellers find better buyers all the time. Rarely do you have to continue to sell to a buyer who no longer utilizes your services.

 

[HuskyDogArt]

Kaboom

When I first heard that UCLA and USC were going to the B1G, I thought someone turn the calendar back to April 1st.

I wonder who'll be the victims this time the MWC, I think Pac 10 could pick up BSU and SMU

What will ND do? What about the Big12... We live in an interesting time...

 

[nelsonmuntz]

You want to argue that a conference should collect millions and millions of dollars based on a program performing in a different conference. Doesn't seem too difficult to prove that contract should be void. I'm sure they'll give it a shot given the amount of dollars at stake. Sellers find better buyers all the time. Rarely do you have to continue to sell to a buyer who no longer utilizes your services.

WOW! You have found a way out of thousands of media and content sale agreements. Heck, with a few tweaks, this logic could reverse every purchase and sale agreement ever signed in history. You and Zoo will get your own wings in law schools for your legal brilliance. Now every seller in the world, and presumably every buyer, can walk away from any agreement they want any time they want, even years after the agreement was signed. Nice work.

Edit: One of you should reach out to the successors of the Lenape Native American tribe. They can get Manhattan back.

 

[freescooter]

No shot at universities arguing either of those things. They are billion dollar organizations with top legal representation, and they are years into the agreement. They are just realizing this is a problem now? Finally, their future plans (i.e. making hundreds of millions in a new league) are relevant to both points. Clemson would not make a very sympathetic plaintiff.

The GoR is a sale contract. The legal precedent of a judge or jury overturning a sale contract because the seller found a better buyer years later would be huge and damaging to our economy. Even if there was some statutory out, it would take five years to a decade to litigate.

Unless there is a previously undisclosed buyout in the GoR, that deal is done. No way to undo it.

All you really need is a sympathetic judge, not a sympathetic plaintiff. Heck West Virginia went to court in West Virginia to get out of the Big East even though the contract said it had to be done in court in Providence, I believe. The West Virginia court made up some justification, I think that it involved a West Virginia state agency or something like that, so they had jurisdiction despite the contract, and in the end there was a negotiated settlement. Clemson goes to court in South Carolina, you think they can’t find a judge is Clemson ‘85 and who has season tickets?

I don’t think it will be easy, and Clemson won’t get to leave for free, but at some point it is better for both sides to work out a settlement than it is to stay together. Once a school decides to leave a conference, it really isn’t in anyones interest for them to hang around. And the problem can be solved by money. The only real argument is how big the check is and who rights it.

 

[nelsonmuntz]

All you really need is a sympathetic judge, not a sympathetic plaintiff. Heck West Virginia went to court in West Virginia to get out of the Big East even though the contract said it had to be done in court in Providence, I believe. The West Virginia court made up some justification, I think that it involved a West Virginia state agency or something like that, so they had jurisdiction despite the contract, and in the end there was a negotiated settlement. Clemson goes to court in South Carolina, you think they can’t find a judge is Clemson ‘85 and who has season tickets?

I don’t think it will be easy, and Clemson won’t get to leave for free, but at some point it is better for both sides to work out a settlement than it is to stay together. Once a school decides to leave a conference, it really isn’t in anyones interest for them to hang around. And the problem can be solved by money. The only real argument is how big the check is and who rights it.

If contracts didn't matter, do you think useless athletic programs like Indiana, Minnesota, Rutgers, Mississippi State, Mississippi and Arkansas would be on the inside right now? Contracts don't matter, so why don't the core Big 10 and SEC schools just kick out the detritus and replace them with better programs?

 

[HuskyDogArt]

USF is available.

Here is the the Big12 or the ACC might grab them. Going to hurt the AAC...Temple should get out before it hurts them...

 

[SU1968]

You want to argue that a conference should collect millions and millions of dollars based on a program performing in a different conference. Doesn't seem too difficult to prove that contract should be void. I'm sure they'll give it a shot given the amount of dollars at stake. Sellers find better buyers all the time. Rarely do you have to continue to sell to a buyer who no longer utilizes your services.

Once a school signed the GOR, it no longer owns the services, the conference does. That's the problem.

 

[nelsonmuntz]

Once a school signed the GOR, it no longer owns the services, the conference does. That's the problem.

Kolombo and Zoo are the kind of people that will eat half a big mac and then try to get their money back by claiming it didn’t taste that good.

 

[Kolumbo]

Kolombo and Zoo are the kind of people that will eat half a big mac and then try to get their money back by claiming it didn’t taste that good.

Damn straight I will. The law isn't always fair and lawyers can weasle their way around anything. Haven't you ever heard that contracts are made to be broken? Happens every day.

 

[ZooCougar]

Kolombo and Zoo are the kind of people that will eat half a big mac and then try to get their money back by claiming it didn’t taste that good.

You’d sue your best friend and then openly wonder why he doesn’t want to hang out with you anymore.

SU, Wake, Pitt, BCU etc. don’t want to be involved in a lawsuit against ND, UNC, FSU etc.

This will all get worked out of court.

 

[freescooter]

If contracts didn't matter, do you think useless athletic programs like Indiana, Minnesota, Rutgers, Mississippi State, Mississippi and Arkansas would be on the inside right now? Contracts don't matter, so why don't the core Big 10 and SEC schools just kick out the detritus and replace them with better programs?

I never said contracts don’t matter. I just said it’s hard to enforce specfic performance when the problem can be solved by money. And it really isn’t in the ACC’s interest to not take money and get on with life once somebody decides they want to leave. Anyone who leaves will pay something more than zero, which they will claim because the league or the network didn’t live up to its end of the deal somehow, and something less than the $350 million or whatever that the league claims they owe for leaving the contract early. It will involve a combination of payments, guaranteed games, and not getting shares of various payments due most likely. Because in the end, neither side wants to test this in court. If the league wins they are stuck with a member who wants out and likely will leave at some point, but can constantly muck up the works for everyone else. If the member wins, it will be Katy bar the door with people trying to go.

 

[huskypantz]

I see this falling into 3 tiers. The big 2, the middle two (b12/pac12/acc mix) and the g-whatever’s left. I do think there will be an east coast conference and a west coast conference in that middle tier and pray we’re in the east.

 

[huskymedic]

LOL… it’s about the exposure:

 

[NH Husky]

If ACC wants to survive and thrive they need to make the bold move now. Grab 5 best from B12 and us. The ball it like a .
Get your seat at the table

 

[Kolumbo]

Once a school signed the GOR, it no longer owns the services, the conference does. That's the problem.

Each program owns it's own services. The problem is the gor says the conference owns the television rights. That is the problem. I'm not saying the contract can be void, I'm saying it very well could be void because it is outright unfair. We'll see.

 

[B1GEast]

What I find strange in all of this is that USC and UCLA reached out to the Ten and not the other way around.

You can't blame them I guess.

 

[Rufus]

ESPN and FOX will want the elite programs in the SEC and B1G playing each other as often as possible. I wonder how scheduling will work to accommodate that?

Assuming Notre Dame and Oregon are added to the B1G…..

Ohio State
Michigan
Penn State
USC
Notre Dame
Oregon
Michigan State
Wisconsin
Nebraska (if/when they turn things around)
UCLA (if/when they turn things around)

Those would be the “Big Ten” football programs of the B1G.

 

[Rufus]

What I find strange in all of this is that USC and UCLA reached out to the Ten and not the other way around.

You can't blame them I guess.

I think it’s illegal for a conference to reach out to another conferences members regarding joining their conference. That would result in lawsuits.

 

[nelsonmuntz]

So what happens next? Do all the non-Big 10 and non-SEC schools have to discontinue their athletic programs? Or do they continue?

What has been the track record of schools "upgrading" their conference affiliation in the P5?

 

[metsfan2323]

So what happens next? Do all the non-Big 10 and non-SEC schools have to discontinue their athletic programs? Or do they continue?

Through all of the chaos over the last 11 years has a single school ended its football program or dropped down to FCS? I can't think of any.

Several schools have upgraded to D1 status and that trend continues. If the SEC and B1G breakaway from everyone I think the leftovers will form their own league and champion. It will be like the days of the NFL and the AFL in the 60's.

 

[ZooCougar]

What I find strange in all of this is that USC and UCLA reached out to the Ten and not the other way around.

You can't blame them I guess.

If you believe that.

 

[nelsonmuntz]

Zoo and other legal experts know with certainty about Grants of Rights, but no one seems to know what happens to all the other schools that are not SEC or Big 10.

 

[Rufus]

Here are the sports teams sponsored by the Big Ten in which USC and UCLA do not sponsor as well as the sports teams USC and UCLA sponsor that the Big Ten does not (noted with a +):

USC Men’s

Cross Country

Gymnastics

Ice Hockey

Lacrosse

Soccer

Wrestling

+Volleyball

+Water Polo



USC Women’s

Field Hockey

Gymnastics

Softball

+Beach Volleyball

+Water Polo



UCLA Men’s

Gymnastics

Ice Hockey

Lacrosse

Swimming & Diving

Wrestling

+Volleyball

+Water Polo



UCLA Women’s

Field Hockey

Lacrosse

+Beach Volleyball

+Water Polo

 

[Rufus]

The Big Ten does not sponsor Men’s Volleyball, Men’s Water Polo, Women’s Beach Volleyball or Women’s Water Polo.

I’m surprised USC does not sponsor Softball.

Neither school sponsors Wrestling. Is it not popular out west?

Field Hockey and Lacrosse are mostly eastern sports, so that’s understandable neither school sponsors those sports. Ice Hockey is mostly a cold weather college sport.

I wonder if any sports will be added by these schools?

 

[huskymedic]

Here are the sports teams sponsored by the Big Ten in which USC and UCLA do not sponsor as well as the sports teams USC and UCLA sponsor that the Big Ten does not (noted with a +):

USC Men’s

Cross Country

Gymnastics

Ice Hockey

Lacrosse

Soccer

Wrestling

+Volleyball

+Water Polo



USC Women’s

Field Hockey

Gymnastics

Softball

+Beach Volleyball

+Water Polo



UCLA Men’s

Gymnastics

Ice Hockey

Lacrosse

Swimming & Diving

Wrestling

+Volleyball

+Water Polo



UCLA Women’s

Field Hockey

Lacrosse

+Beach Volleyball

+Water Polo

The Big Ten does not sponsor Men’s Volleyball, Men’s Water Polo, Women’s Beach Volleyball or Women’s Water Polo.

I’m surprised USC does not sponsor Softball.

Neither school sponsors Wrestling. Is it not popular out west?

Field Hockey and Lacrosse are mostly eastern sports, so that’s understandable neither school sponsors those sports. Ice Hockey is mostly a cold weather college sport.

I wonder if any sports will be added by these schools?

Olympic Sports:

Breaking down what a move to the Big Ten means for UCLA and USC Olympic sports

Softball and gymnastics should thrive, but other USC and UCLA Olympic sports will face more formidable challenges after moving to the Big Ten.

www.latimes.com

Hockey

UCLA and USC Join The Big Ten

There was a seismic shift in the world of major college athletics on Friday, as the Big Ten announced that the conference had voted unanimously to add UCLA and USC to the conference, bringing the...

www.sbncollegehockey.com

 

[coachcap]

So what happens next? Do all the non-Big 10 and non-SEC schools have to discontinue their athletic programs? Or do they continue?

What has been the track record of schools "upgrading" their conference affiliation in the P5?

University of Idaho dropped down to FCS status
Sorry, meant to respond to metfans?

 

[Rufus]

Do USC and UCLA carry the entire State of California market? Does the Big Ten get Northern California with just these two schools? Would San Francisco/Oakland be a Big Ten Market now even without Stanford or Cal?