It's Discovery Day for the Huskies!
UCLA's disclosures may suggest what is ahead for the Pac 12's legal battles
When the courts heard the initial complaint filed by WSU and OSU against the Pac 12 a calendar was established setting deadlines for subsequent filings, the exchange of evidence (discovery), and the trial date (see below). When the University of Washington intervened they were given until today to produce records for OSU and WSU. We wont see the fruits of that discovery for ten days, but a disclosure by UCLA gives us some idea as to what we may find. Here is rundown on the next two document dump dates and UCLA’s disclosure associated with their Big 10 negotiations.
Thursday, Nov 2 (Not much to see)
Pac 12 (and UW) file a 25 page opposition to a possible Preliminary Injunction which would prohibit a Pac 12 board meeting with all conference presidents (where presumably a supermajority (8/12) would vote to dissolve the conference and distribute assets). This filing serves as one of the written submission for the hearing scheduled for the Week of November 13 on the Preliminary Injunction.
I don’t expect any additions to the arguments already presented by the Pac 12 and UW within their motions to dismiss. The discovery process for records from OSU and WSU concluded prior to these most recent filings by the Pac 12 and UW.
Thursday, Nov 9 (Break out the popcorn)
This 10 page filing will be made by WSU and OSU in rebuttal to the November 2nd filing by the Pac 12 and UW. This should include discovery material provide by UW. When UW was granted the right to intervene they were ordered to produce discovery material for OSU and WSU by today (Oct 30). This material should include all of UW’s communication with the Big 10, University of Oregon and anyone else regarding their move to the Big 10.
UW’s discovery may support the case for OSU and WSU
I’ve requested similar materials regarding conference realignment through public records requests from several universities over the past two months. While most are stalling, I did receive a trove of documents from UCLA spanning a 45 day window (attached below). They provided internal email correspondence on preliminary negotiations, their application to the Big 10, and their New Member Agreement (page 41 of PDF) with the Big 10.
UCLA negotiated with the Big 10 for 30 days prior to accepting an invitation, and took just 15 days to document their agreement after they announced their departure from the Pac 12. It has been 90 days since UW reached an agreement with the Big 10, so similar materials should be revealed in discovery.
Here are some highlights from UCLA’s Public Records Response and what it portends for discovery from UW. :
Forty-Five Days from First Contact to Announcement
The earliest disclosed meeting with UCLA’s Chancellor Block on the move to the Big 10 was scheduled on May 27, 2022 (for June 4, 2022). A second meeting with the Chancellor was scheduled for June 30th. Correspondence between UCLA and the Big 10 indicates they were negotiating the business terms of a membership agreement during the month of June 2022. UCLA reps called four of the 18 University of California Regents on Sunday June 26, 2022 about the move.
(Note: Rumors of USC’s interest in the Big 10 circulated as early as April 2022)
On June 30, 2022, UCLA Chancellor Block submitted a formal application to the Big 10. The Big 10 members met that night and approved the application and USC and UCLA immediately announced their exit from the Pac 12. The next week a New Member Agreement circulated among lawyers for the Big 10 and UCLA. Correspondence indicates the agreement was identical to USC’s. On July 13, 2022 the agreement was executed by both parties.
The New Member Agreement between UCLA and the Big 10 includes several provisions that require active involvement of UCLA in the immediate affairs of the Big 10 Conference:
The recitals include a commitment to work together prior to membership in 2024 (p. 1).
UCLA must provide the Big 10 a $15 million non-refundable Application Fee due within 30 days of signing (p. 2).
Application Fee may be refundable if the State of California blocks UCLA’s move (p.3)
Big 10 is obligated to advise UCLA of any changes to their media agreement (p.9)
UCLA has the right to terminate if the composition of the conference is materially different than the time the agreement was executed.
Takeaways from UCLA’s Disclosures
If UW followed a process similar to UCLA’s I expect to see several potential conflicts of interests revealed or suggested in the discovery process that could justify removing UW (and the other departing institutions) from the Pac 12 Board.
UW could have used knowledge of the confidential Pac 12 Media Rights negotiations as leverage to secure an agreement with the Big 10.
UW could have negotiated business terms to join the Big 10 which create conflicts with the Pac 12. As with UCLA, this is could be in the form of $15 million non-refundable application deposit that comes with compliance obligations that conflict with the Pac 12’s interests. In total, all four Big 10 bound schools could have $60 million invested in another conference.
UW reportedly agreed to a reduced share of media revenue from the Big 10. This suggests they may want to promote the dissolution of the Pac 12 to recoup that shortfall in revenue. This shortfall could come from Pac 12 assets or the redistribution of revenues due the Pac 12 from the College Football Playoffs.
UW may have a similar provision found in UCLA’s agreement that gives them tacit approval of new Big 10 members. This could have been used to block invitations to Oregon State and Washington State in furtherance of UW’s and Oregon’s economic interests in promoting the Big 10 and hastening the liquidation of Pac 12 assets.
UW and Oregon may have worked with USC and UCLA to secure their invitation to the Big 10 since UCLA and USC had to be informed of changes to the Big 10’s media contract and both southern California schools had tacit rights to approve new additions to the conference.
On November 9th we should get a window into potential and actual conflicts of interest between UW, the Big 10 and the Pac 12. It will be a great prelude to the court hearing the following week.
Thinking back to when UW's (and presumably Oregon's) application fee was due to the Big10. Wasn't it the day after the GK scheduled board meeting?
The timing sure doesn't feel like a coincidence.
"Pac 12 (and UW) file a 25 page opposition to a possible Preliminary Injunction ..."
I'm curious, who will be authoring and authorizing the the "PAC 12" filing? Would that not be something the Board would need to direct and approve? Seems to me there could be all kinds of conflicts in how that filing is prepared and what tack it takes, depending on who is giving the lawyers their orders.