Big 12 thread

Volbound1700 · Feb 5, 2023

Deep Creek said:
Then why'd they sign it? Did OU and Texas not have competent legal counsel when they signed a ridiculous, unfair and stupid contract? Or did they ignore the advice of their legal counsel?

Well none of the current leadership was likely responsible for signing it...

Red_Alert · Feb 5, 2023

Volbound1700 said:
Looks like OU and Texas are going no where. Rumors as to why are the following (disclaimers that these are just rumors and not fact):

1. Big12 was wanting OU and Texas out to make room for some Pac12 teams including Oregon and Washington but the negotiations stalled and Pac12 might survive causing Big12 to not be as vocal about OU and Texas leaving now

2. Fox is the big issue and not the Big12. They don't want to lose the TV revenue. All other parties had come to an agreement. If it is to be believed, the SEC had OU and Texas cancel their OOC games not just because of the move but also to stick it to Fox

If I was OU or Texas' leadership at this point, I would just write a check that I think is fair to the parties and then move on. Let them sue me, I won't pay a dime regardless of what the court rules. How would they be able to collect the money? I also have the argument of the "fair" check that I wrote them. Sure it is a breach of contract but the contract is ridiculous unfair and stupid. What are they going to do, try to get the court to send police to arrest the University Board of Directors? There is literally no scenario where Fox could enforce payment if the schools just say fuck off.

The Delaware court could rule that the SEC make 2 years of TX/OU payments directly to the Big 12.

Red_Alert · Feb 5, 2023

Deep Creek said:
Then why'd they sign it? Did OU and Texas not have competent legal counsel when they signed a ridiculous, unfair and stupid contract? Or did they ignore the advice of their legal counsel?

My guess is tejas had a heavy hand in writing the contract. They ran the show and were trying to save the Big 12 until they weren't.

WhosYourDawggy · Feb 5, 2023

Red_Alert said:
The Delaware court could rule that the SEC make 2 years of TX/OU payments directly to the Big 12.

You keep mentioning the Delaware court. It's not likely that the case would be heard in Delaware. You are mistaking how the jurisdiction for a lawsuit is determined. FWIW, there is actually a class we have to take in law school called Conflicts of Laws, or Conflicts for short, that deals with the issue of jurisdiction and venue, so I assure you it isn't as simple as where you were incorporated ... there wouldn't be a need for an entire area of law if that were the case.

To keep it really simple, jurisdiction is most often agreed upon by the parties to the contract. For example, I have a contract that I sign with all my clients (I do business in all 50 states and internationally), and my default provision is:

9. Governing Law: This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of North Carolina, including conflict of law rules. The parties agree that the state courts located in Wake County, North Carolina, shall have exclusive jurisdiction to determine the validity, construction and performance of this Agreement and the legal relations between the parties hereto and that venue in such court shall be proper.

This is a very common paragraph, every agreement has one unless the parties and their lawyers are idiots. About 1 in 10 of my clients insist that their state be the governing law. It's really an issue of who has to travel and who gets a home-court advantage. In all my 30 years in business, I only had one substantial lawsuit (we won, cost me $1.3 million in attorney fees). That clause made the law firm in California come to North Carolina, where we have a really good business court. But because I would simply walk away from the money the client is trying to beat me out of, I don't really care if I have to agree to out-of-state jurisdiction. It's not a deal breaker for me, typically.

So, it wouldn't matter where the companies are incorporated if, by agreement, the parties established jurisdiction. The dispute between these parties is a contract case, so that is how it would be determined where the case would be heard.

I don't mean to be pedantic, but thought I would clear that up seeing how that's knowledge that I clearly have.

Volbound1700 · Feb 5, 2023

Red_Alert said:
The Delaware court could rule that the SEC make 2 years of TX/OU payments directly to the Big 12.

And you could just ignore them and not make the actual payments. What is Delaware court going to do?

WhosYourDawggy · Feb 5, 2023

Volbound1700 said:
And you could just ignore them and not make the actual payments. What is Delaware court going to do?

Is it law school day or something that I missed? See the US Constitution, Article IV, Section 1: Full Faith and Credit Clause. Among other things, it says that a verdict won in one state has to be respected in another state.

Let's go back to the lawsuit I mentioned above. We sued a California law firm and won a judgment of about $660K, including attorney fees. The lawsuit took place in 2014. To collect from a California corporation we have to "domesticate" our NC judgment in California within ten years. There is a process to do that and once you do that the California courts will treat our judgment as if it were a California judgment. All collection actions would have the full force and support of the Cali judicial system.

If any of the schools just ignored the judgment it would be glorious to see the winning party start to put liens on the university buildings, attach their bank accounts, etc. That would be a fun day to watch.

Red_Alert · Feb 5, 2023

WhosYourDawggy said:
You keep mentioning the Delaware court. It's not likely that the case would be heard in Delaware. You are mistaking how the jurisdiction for a lawsuit is determined. FWIW, there is actually a class we have to take in law school called Conflicts of Laws, or Conflicts for short, that deals with the issue of jurisdiction and venue, so I assure you it isn't as simple as where you were incorporated ... there wouldn't be a need for an entire area of law if that were the case.

To keep it really simple, jurisdiction is most often agreed upon by the parties to the contract. For example, I have a contract that I sign with all my clients (I do business in all 50 states and internationally), and my default provision is:

9. Governing Law: This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of North Carolina, including conflict of law rules. The parties agree that the state courts located in Wake County, North Carolina, shall have exclusive jurisdiction to determine the validity, construction and performance of this Agreement and the legal relations between the parties hereto and that venue in such court shall be proper.

This is a very common paragraph, every agreement has one unless the parties and their lawyers are idiots. About 1 in 10 of my clients insist that their state be the governing law. It's really an issue of who has to travel and who gets a home-court advantage. In all my 30 years in business, I only had one substantial lawsuit (we won, cost me $1.3 million in attorney fees). That clause made the law firm in California come to North Carolina, where we have a really good business court. But because I would simply walk away from the money the client is trying to beat me out of, I don't really care if I have to agree to out-of-state jurisdiction. It's not a deal breaker for me, typically.

So, it wouldn't matter where the companies are incorporated if, by agreement, the parties established jurisdiction. The dispute between these parties is a contract case, so that is how it would be determined where the case would be heard.

I don't mean to be pedantic, but thought I would clear that up seeing how that's knowledge that I clearly have.

Yeah, because.....

"Legal disputes require travel. Because cases involving your company must be heard in the Delaware court, you'll need to travel to Delaware to handle any legal disputes. You'll also have to retain a Delaware attorney to handle the case instead of the attorney you use in your home state."

Incorporating in Delaware: Advantages and disadvantages

Before deciding where to incorporate your business, take some time to understand the advantages and drawbacks involved in setting up your business in Delaware.

www.legalzoom.com

Red_Alert · Feb 5, 2023

Volbound1700 said:
And you could just ignore them and not make the actual payments. What is Delaware court going to do?

Because people tell courts to go fuck themselves and their orders all the time. LOL

FAFO!!!

WhosYourDawggy · Feb 5, 2023

Red_Alert said:
Yeah, because.....

"Legal disputes require travel. Because cases involving your company must be heard in the Delaware court, you'll need to travel to Delaware to handle any legal disputes. You'll also have to retain a Delaware attorney to handle the case instead of the attorney you use in your home state."

Incorporating in Delaware: Advantages and disadvantages

Before deciding where to incorporate your business, take some time to understand the advantages and drawbacks involved in setting up your business in Delaware.

www.legalzoom.com

Are you seriously going to argue with me on this?

What they are referring to there is if the litigation involves the incorporation of the company, it would be heard in Delaware where laws favor the corporation. Or, if a company was incorporated in Delaware and was sued by people from all 50 states in, say, a class action. Then Delaware might be the chosen jurisdiction because they might be deemed the domicile of the company.

If a Delaware company owns a truck that runs you over in Nebraska, do you really think you would have to sue them in Delaware and not in Nebraska where the accident happened?

One of us went to law school and practiced law. The other does a google search and reads a wiki page. Do you really think you are right and I am wrong? SMH.

The GOR and other agreements they all entered into - Fox, ESPN, B12, the schools - all agreed to the jurisdiction of any lawsuits that arise from those agreements. Where any of the companies are incorporated will not come into play.

Red_Alert · Feb 5, 2023

WhosYourDawggy said:
Are you seriously going to argue with me on this?

What they are referring to there is if the litigation involves the incorporation of the company, it would be heard in Delaware where laws favor the corporation. Or, if a company was incorporated in Delaware and was sued by people from all 50 states in, say, a class action. Then Delaware might be the chosen jurisdiction because they might be deemed the domicile of the company.

If a Delaware company owns a truck that runs you over in Nebraska, do you really think you would have to sue them in Delaware and not in Nebraska where the accident happened?

One of us went to law school and practiced law. The other does a google search and reads a wiki page. Do you really think you are right and I am wrong? SMH.

The GOR and other agreements they all entered into - Fox, ESPN, B12, the schools - all agreed to the jurisdiction of any lawsuits that arise from those agreements. Where any of the companies are incorporated will not come into play.

LOL. Nice strawman.

Read the context of the post I replied to.

"If I was OU or Texas' leadership at this point, I would just write a check that I think is fair to the parties and then move on. Let them sue me, I won't pay a dime regardless of what the court rules."

It would be the Big 12 filing suit against TX/OU. You can bet your life they would sue in Delaware court where they're incorporated and where they specialize in corporate contract adjudication.

Thiefery · Feb 5, 2023

Volbound1700 said:
Looks like OU and Texas are going no where. Rumors as to why are the following (disclaimers that these are just rumors and not fact):

1. Big12 was wanting OU and Texas out to make room for some Pac12 teams including Oregon and Washington but the negotiations stalled and Pac12 might survive causing Big12 to not be as vocal about OU and Texas leaving now

2. Fox is the big issue and not the Big12. They don't want to lose the TV revenue. All other parties had come to an agreement. If it is to be believed, the SEC had OU and Texas cancel their OOC games not just because of the move but also to stick it to Fox

If I was OU or Texas' leadership at this point, I would just write a check that I think is fair to the parties and then move on. Let them sue me, I won't pay a dime regardless of what the court rules. How would they be able to collect the money? I also have the argument of the "fair" check that I wrote them. Sure it is a breach of contract but the contract is ridiculous unfair and stupid. What are they going to do, try to get the court to send police to arrest the University Board of Directors? There is literally no scenario where Fox could enforce payment if the schools just say fuck off.

Bro where are you getting this from?

1. ou and UT leaving has nothing to do with PAC schools who may want to join the Big12. Why would it when they would be free to go wherever in '24 regardless?

2. UT has not canceled any OOC games, they have UM next year then home and away with tOSU.. those aren't getting canceled. In fact ESPN offered both the UM and tOSU Austin games to Fox in negotiating. Maybe they are upset about the UGA/ou series getting scrapped and now with SMU

UT isn't trying to break out of the GOR, they are negotiating to move on with their rights. Both sides are digging in their heels but it will get worked out. Big12 needs them to leave because they want an exit fee in order to help offset the additions of the new 4 schools. the remaining 8 are taking small paycuts to pay those schools.

Red_Alert said:
The Delaware court could rule that the SEC make 2 years of TX/OU payments directly to the Big 12.

Even Dodds said the last thing that the conference would want is UT to play a game in courts challenging the GOR and Fox..

lol the court is NOT going to make UT and ou pay 2 years of SEC money to the Big12.. 2 years? lol they are in for '23.. only year would be '24.. and that would be around 40 mil.. UT keeps the LHN money.. in '25 they are clear for the SEC since they already announced that they were not resigning with the Big12 media rights deal that expires that year.

Thiefery · Feb 5, 2023

Red_Alert said:
Because people tell courts to go fuck themselves and their orders all the time. LOL

FAFO!!!

isn't courts the reason why schools could negotiate their own TV deals, not through the NCAA?

Red_Alert · Feb 5, 2023

Thiefery said:
isn't courts the reason why schools could negotiate their own TV deals, not through the NCAA?

To my knowledge the only "schools" negotiating "their own TV deals" are Notre Dame and other Independents.

Other "schools" are contractually bound to their conference's TV deals.

I still LMAO at this one....

"Teams can easily tell the networks that they will use a neutral site and put up the game for bid." - michaeljordan_fan

Thiefery · Feb 5, 2023

So the guys kinda in the know like Bobby Burton.. are saying details are being leaked on purpose.. and it's not from the UT/ou side.. it's from other school depts who need a deal to happen for the exit fee that the Big12 and UT/ou have come to an agreement to.

I want to leave asap, but to me.. If FOX is doing this to get a CFP game in a trade from ESPN.. I say screw it.. go ahead and let the '24 season be the last.. Enjoy the 18 months of media money from UT and ou.. It will be offset with having to pay no exit penalty and the fact that UT will get around 20 mil from the LHN deal..

BTW.. ou is pretty quiet.. I wonder if UT is spotting them their portion to pay?

Thiefery · Feb 5, 2023

Red_Alert said:
To my knowledge the only "schools" negotiating "their own TV deals" are Notre Dame and other Independents.

Other "schools" are contractually bound to their conference's TV deals.

I still LMAO at this one....

"Teams can easily tell the networks that they will use a neutral site and put up the game for bid." - michaeljordan_fan

lol bro before that the NCAA did.. then I forgot which school challenged it (penn st?) and won.. eventually conferences were the ones with powers through the school.. If my memory is right

WhosYourDawggy · Feb 5, 2023

Red_Alert said:
LOL. Nice strawman.

Read the context of the post I replied to.

"If I was OU or Texas' leadership at this point, I would just write a check that I think is fair to the parties and then move on. Let them sue me, I won't pay a dime regardless of what the court rules."

It would be the Big 12 filing suit against TX/OU. You can bet your life they would sue in Delaware court where they're incorporated and where they specialize in corporate contract adjudication.

There is no strawman. I simply explained the law to you. The jurisdiction for any lawsuit involving the GOR has already been decided. The B12 doesn't have the option to decide where to sue. It's expressly written in the GOR or some other controlling document. Now, it might be Delaware. But they won't sue in a court that they decide ... it is the jurisdiction that has been specified in the GOR. My guess it would be the state where the B12 HQ is located as that is likely deemed the most convenient for all the parties who might be involved in any lawsuits.

You are totally conflating the concept of "corporate contract adjudication" and "contracts in general." What Delaware is good at is adjudicating issues that deal with corporate governance per Delaware law. Many corporations incorporate in Delaware because their corporate laws - the laws dealing with the formation and running of corporations - are very corporation friendly. Lawsuits that deal with shareholder rights, by-law disputes, officer rights - in other words, lawsuits about the corporation itself, not the actions the corporation may have taken - are dealt with in Delaware because they are obviously very knowledgeable about that law.

But there is nothing magical about Delaware courts that make them able to interpret a contract about media rights - that is what the GOR is. Or, personal injury law in Nebraska, where a Delaware corporation's truck might hit you. In those cases, the local jurisdictions' law would control. Or do you still think that if you got hit by a Delaware corporation's truck in Nebraska, you would have to sue in Delaware?

I wasn't kidding when I said there is a whole area of law that lawyers specialize in called Conflicts of Law. Conflict of laws - Wikipedia

Because I find this interesting ... conflicts of laws was an incredibly interesting class in law school taught by one of my favorite professors ... I did a little research on similar lawsuits. I looked at Maryland v. ACC, and West Virginia v. the Big East. In both those cases, the lawsuits were brought in the state in which the conference resided - North Carolina for the ACC, and Rhode Island for the Big East. In both instances, Maryland and West Virginia tried to have the cases removed and tried in their home state. A Maryland or West Virginia jury would likely be more favorable to the state school. Hell, the judges in those states probably went to those schools and might be more sympathetic to their alma maters. In both instances, it was found that the proper jurisdiction was in the states where the conferences were located.

So, once again ... jurisdiction is already decided. It will either be specified in the GOR, or the lawsuit will be in the state where the conference resides - Irving, Texas. The Big 12 won't be able to file the lawsuit and conduct it in Delaware.

fordman84 · Feb 5, 2023

Volbound1700 said:
Looks like OU and Texas are going no where. Rumors as to why are the following (disclaimers that these are just rumors and not fact):

1. Big12 was wanting OU and Texas out to make room for some Pac12 teams including Oregon and Washington but the negotiations stalled and Pac12 might survive causing Big12 to not be as vocal about OU and Texas leaving now

2. Fox is the big issue and not the Big12. They don't want to lose the TV revenue. All other parties had come to an agreement. If it is to be believed, the SEC had OU and Texas cancel their OOC games not just because of the move but also to stick it to Fox

If I was OU or Texas' leadership at this point, I would just write a check that I think is fair to the parties and then move on. Let them sue me, I won't pay a dime regardless of what the court rules. How would they be able to collect the money? I also have the argument of the "fair" check that I wrote them. Sure it is a breach of contract but the contract is ridiculous unfair and stupid. What are they going to do, try to get the court to send police to arrest the University Board of Directors? There is literally no scenario where Fox could enforce payment if the schools just say fuck off.

I mean, if a school or conference breaches the contract then Fox just stops paying it.

Red_Alert · Feb 5, 2023

WhosYourDawggy said:
There is no strawman. I simply explained the law to you. The jurisdiction for any lawsuit involving the GOR has already been decided. The B12 doesn't have the option to decide where to sue. It's expressly written in the GOR or some other controlling document. Now, it might be Delaware. But they won't sue in a court that they decide ... it is the jurisdiction that has been specified in the GOR. My guess it would be the state where the B12 HQ is located as that is likely deemed the most convenient for all the parties who might be involved in any lawsuits.

You are totally conflating the concept of "corporate contract adjudication" and "contracts in general." What Delaware is good at is adjudicating issues that deal with corporate governance per Delaware law. Many corporations incorporate in Delaware because their corporate laws - the laws dealing with the formation and running of corporations - are very corporation friendly. Lawsuits that deal with shareholder rights, by-law disputes, officer rights - in other words, lawsuits about the corporation itself, not the actions the corporation may have taken - are dealt with in Delaware because they are obviously very knowledgeable about that law.

But there is nothing magical about Delaware courts that make them able to interpret a contract about media rights - that is what the GOR is. Or, personal injury law in Nebraska, where a Delaware corporation's truck might hit you. In those cases, the local jurisdictions' law would control. Or do you still think that if you got hit by a Delaware corporation's truck in Nebraska, you would have to sue in Delaware?

I wasn't kidding when I said there is a whole area of law that lawyers specialize in called Conflicts of Law. Conflict of laws - Wikipedia

Because I find this interesting ... conflicts of laws was an incredibly interesting class in law school taught by one of my favorite professors ... I did a little research on similar lawsuits. I looked at Maryland v. ACC, and West Virginia v. the Big East. In both those cases, the lawsuits were brought in the state in which the conference resided - North Carolina for the ACC, and Rhode Island for the Big East. In both instances, Maryland and West Virginia tried to have the cases removed and tried in their home state. A Maryland or West Virginia jury would likely be more favorable to the state school. Hell, the judges in those states probably went to those schools and might be more sympathetic to their alma maters. In both instances, it was found that the proper jurisdiction was in the states where the conferences were located.

So, once again ... jurisdiction is already decided. It will either be specified in the GOR, or the lawsuit will be in the state where the conference resides - Irving, Texas. The Big 12 won't be able to file the lawsuit and conduct it in Delaware.

TL;DR

"Legal disputes require travel. Because cases involving your company must be heard in the Delaware court, you'll need to travel to Delaware to handle any legal disputes. You'll also have to retain a Delaware attorney to handle the case instead of the attorney you use in your home state."

Incorporating in Delaware: Advantages and disadvantages

Before deciding where to incorporate your business, take some time to understand the advantages and drawbacks involved in setting up your business in Delaware.

www.legalzoom.com

"the Big 12 registered itself as a Delaware corporation, meaning that any court cases involving the conference's internal governance will be heard in Delaware courts, rather than the courts of the conference's headquarters state of Texas."

History of the Big 12 Conference - Wikipedia

en.wikipedia.org

"That last round of realignment led to the Big 12 registering itself as a corporation in the state of Delaware. That helps prevent the case from being heard in Texas where the University of Texas might have a legal advantage."