Conference Realignment

[CEB]

I speculated earlier in this thread that one of FSU's strategies for leaving the ACC is making the relationship so untenable that the ACC schools will eventually vote to let them buy their way out of the conference earlier than 2036 (or whatever ESPN decides to do with the ACC). Telling FSU to stay home during ACC meetings (ironically, in FSU's home state) is probably "according to plan" for FSU.

Even if the ESPN unilateral option is true, and ESPN decides to renew to 2036, I still don't think FSU makes it to the end of 2036. At some point, the buyout amount for FSU to leave will make sense to the ACC let FSU (and whichever other school) go. It's the same that happened with Texas + Oklahoma and the Big 12, though the Big 12 media deals were closer to expiration than what's going on with the ACC. AT some point, the amount of money the ACC receives from the FSU buyout will exceed the financial benefit of keeping FSU (and whichever other school) in the ACC. IMO, it's probably somewhere in 2028-2030.

I mostly agree… one quibble… I am assuming there is some option out there for ESPN… can’t imagine that was totally made up. Whatever it is, it will negatively impact the ACC if it is refused (either in payout under the current deal or in term of the current deal). I don’t think FSU is trying to be a pain for other members as much as they are trying to stack the deck against ESPN exercising whatever the option is. Essentially, The more turbulent the conference looks, the less likely ESPN wants to be involved with it.
If the option is for the entire deal, FSU has arguments to be released completely in ‘27. If the option reduces a portion of the payout, FSU has lessened the “value” of their media rights for negotiation purposes.
Either way, FSU benefits from the option being refused… that’s their immediate goal as I see it. Nothing else makes much sense and most of what the allege seems “Hail Mary” in nature.

 

[orientalnc]

I mostly agree… one quibble… I am assuming there is some option out there for ESPN… can’t imagine that was totally made up. Whatever it is, it will negatively impact the ACC if it is refused (either in payout under the current deal or in term of the current deal). I don’t think FSU is trying to be a pain for other members as much as they are trying to stack the deck against ESPN exercising whatever the option is. Essentially, The more turbulent the conference looks, the less likely ESPN wants to be involved with it.
If the option is for the entire deal, FSU has arguments to be released completely in ‘27. If the option reduces a portion of the payout, FSU has lessened the “value” of their media rights for negotiation purposes.
Either way, FSU benefits from the option being refused… that’s their immediate goal as I see it. Nothing else makes much sense and most of what the allege seems “Hail Mary” in nature.

IF espn decides to let the ACC contract expire in 2027, the conference will still own the media rights of the members (even if some leave the conference). The ACC will then use those media rights to negotiate a new media deal with someone else.

 

[Techster]

IF espn decides to let the ACC contract expire in 2027, the conference will still own the media rights of the members (even if some leave the conference). The ACC will then use those media rights to negotiate a new media deal with someone else.

I haven't seen anything in the ACC GOR contract where it stipulates that. The language very clearly points the GOR to the ESPN media deals (I made that observation in an earlier post), and there is no language (i.e. a contract of similar value with another media entity or the ACC has a certain amount of days to find a similar or equivalent contract) in any of the documents available on the internet to verify that. In fact, the first sentence in Paragraph 1 (Grant of Rights) defines the purpose of the GOR, and it points directly to the ESPN media agreement(s). I haven't scoured the ends of the internet, so if I'm wrong, I'll be more than glad be proven wrong.

As a refresher, here's the GOR:

https://news.fsu.edu/wp-content/uploads/2023/12/ACC-GOR-2013.pdf

Also, courts are very clear that you can not hold one party to a deal if the original deal "collapses" and one of the other party is at harm due to the deal "collapsing" and there is not a suitable substitute. That's why there is usually language "of greater or equal value" or "party X reserves the right to substitute deal with Y in lieu of" in contracts. No court is going to let the ACC hold the schools hostage if ESPN pulls out, and the ACC either: 1. Takes a substantial amount of time to find a new deal OR 2. Negotiates a deal of lesser value than the one all schools in the ACC originally agreed to.

 

[Techster]

I mostly agree… one quibble… I am assuming there is some option out there for ESPN… can’t imagine that was totally made up. Whatever it is, it will negatively impact the ACC if it is refused (either in payout under the current deal or in term of the current deal). I don’t think FSU is trying to be a pain for other members as much as they are trying to stack the deck against ESPN exercising whatever the option is. Essentially, The more turbulent the conference looks, the less likely ESPN wants to be involved with it.
If the option is for the entire deal, FSU has arguments to be released completely in ‘27. If the option reduces a portion of the payout, FSU has lessened the “value” of their media rights for negotiation purposes.
Either way, FSU benefits from the option being refused… that’s their immediate goal as I see it. Nothing else makes much sense and most of what the allege seems “Hail Mary” in nature.

That was my thought as well, I just assumed it was a given that "untenable" involved ESPN as well.

 

[CEB]

IF espn decides to let the ACC contract expire in 2027, the conference will still own the media rights of the members (even if some leave the conference). The ACC will then use those media rights to negotiate a new media deal with someone else.

I don’t necessarily disagree, but if the ESPN deal goes away, FSU has their most cogent argument so far.
The ACC will certainly argue as you state, the GOR is through 2036, regardless of media partner.
FSU’s argument at that point is pretty good too…. that all of their obligations required to fulfill their GOR commitment are defined by and ESPN agreement that no longer exists.
If that scenario comes to fruition, I would expect settlements releasing more teams than just FSU.

 

[Techster]

I haven't seen anything in the ACC GOR contract where it stipulates that. The language very clearly points the GOR to the ESPN media deals (I made that observation in an earlier post), and there is no language (i.e. a contract of similar value with another media entity or the ACC has a certain amount of days to find a similar or equivalent contract) in any of the documents available on the internet to verify that. In fact, the first sentence in Paragraph 1 (Grant of Rights) defines the purpose of the GOR, and it points directly to the ESPN media agreement(s). I haven't scoured the ends of the internet, so if I'm wrong, I'll be more than glad be proven wrong.

As a refresher, here's the GOR:

https://news.fsu.edu/wp-content/uploads/2023/12/ACC-GOR-2013.pdf

Also, courts are very clear that you can not hold one party to a deal if the original deal "collapses" and one of the other party is at harm due to the deal "collapsing" and there is not a suitable substitute. That's why there is usually language "of greater or equal value" or "party X reserves the right to substitute deal with Y in lieu of" in contracts. No court is going to let the ACC hold the schools hostage if ESPN pulls out, and the ACC either: 1. Takes a substantial amount of time to find a new deal OR 2. Negotiates a deal of lesser value than the one all schools in the ACC originally agreed to.

EDIT:

Here's the ACC constitution and bylaws, and the references of Grant of Rights also does not spell out that the conference "still owns the media rights of members even if they leave" in the way you mean it. I believe the constitution and bylaws references to the GOR document above in its "Grant of Rights" section (page 40, section 2.10.1).

https://virginiatech.sportswar.com/wp-content/uploads/sites/15/2022/08/2020-21-ACC-Manual-2020-9-17-2.pdf

Again, if I'm wrong, I'll be more than happy to be proven wrong...for the sake of accuracy in future discussions.

 

[CEB]

EDIT:

Here's the ACC constitution and bylaws, and the references of Grant of Rights also does not spell out that the conference still owns the media rights of members even if they leave. I believe the constitution and bylaws references to the GOR document above in its "Grant of Rights" section (page 40, section 2.10.1).

https://virginiatech.sportswar.com/wp-content/uploads/sites/15/2022/08/2020-21-ACC-Manual-2020-9-17-2.pdf

Again, if I'm wrong, I'll be more than happy to be proven wrong...for the sake of accuracy in future discussions.

Interesting…. Two things:
1. Just reading the paragraphs regarding GOR and media… I don’t think anything said here preempts the GOR. The GOR stands alone and apart from the bylaws and the status of any member (or non-member). My uninformed opinion, of course, but it would seem the very nature of the GOR necessitates that it is irrelevant of member / non-member status…
2. With regard to @orientalnc post above, it looks like 2/3 votes is required by members to approve a new media deal. Ironically, the best chance FSU would have is to be a member and vote down subsequent deals, right? If FSU and others announce their departure, they are prohibited from casting votes.

Round and round we go.

 

[UgaBlows]

I don’t necessarily disagree, but if the ESPN deal goes away, FSU has their most cogent argument so far.
The ACC will certainly argue as you state, the GOR is through 2036, regardless of media partner.
FSU’s argument at that point is pretty good too…. that all of their obligations required to fulfill their GOR commitment are defined by and ESPN agreement that no longer exists.
If that scenario comes to fruition, I would expect settlements releasing more teams than just FSU.

If this happens more than a few schools are going to be looking to leave and will most certainly not be interested in signing any new lesser media deal.

 

[Techster]

Interesting…. Two things:
1. Just reading the paragraphs regarding GOR and media… I don’t think anything said here preempts the GOR. The GOR stands alone and apart from the bylaws and the status of any member (or non-member). My uninformed opinion, of course, but it would seem the very nature of the GOR necessitates that it is irrelevant of member / non-member status…
2. With regard to @orientalnc post above, it looks like 2/3 votes is required by members to approve a new media deal. Ironically, the best chance FSU would have is to be a member and vote down subsequent deals, right? If FSU and others announce their departure, they are prohibited from casting votes.

Round and round we go.

Is there a separate GOR outside of the two referenced documents? The way I'm reading it is the GOR referenced is THE GOR, and Paragraph 1 "Grant of Rights" is tied to the ESPN deal. I could not find a "master" GOR outside of the referenced documents.

Again, if I'm wrong, then I'm wrong.

 

[RonJohn]

EDIT:

Here's the ACC constitution and bylaws, and the references of Grant of Rights also does not spell out that the conference "still owns the media rights of members even if they leave" in the way you mean it. I believe the constitution and bylaws references to the GOR document above in its "Grant of Rights" section (page 40, section 2.10.1).

https://virginiatech.sportswar.com/wp-content/uploads/sites/15/2022/08/2020-21-ACC-Manual-2020-9-17-2.pdf

Again, if I'm wrong, I'll be more than happy to be proven wrong...for the sake of accuracy in future discussions.

The GOR does include "regardless of whether such Member Institution remains a member of the Conference during the entirety of the Term" So it would still own the media rights of members even if they leave.

I still haven't read the Clemson lawsuit, but I understand that they are challenging the wording and claiming that it only means that the ACC owns the rights of games that were produced under the GOR. That it doesn't include new games after a school leaves the conference. I can't see that in the GOR, but I haven't read the Clemson filing, just what others have said about it.

The language of the ESPN Agreement doesn't necessarily mean that it is integral to the GOR. It says "obligations of the Conference expressly set forth in the ESPN Agreement" Does that mean the ESPN agreement, or the obligations specified in the ESPN agreement? I think that is an actual legal argument that can be made IF there is an option to cancel the agreement AND it is cancelled. However, there are obligations specified in the ESPN agreement, even if the ESPN agreement is no longer valid. An argument can also be made that the schools still owe those obligations to the ACC and that the ACC can include those in another media agreement.

The GOR does plainly state that the rights are assigned to the ACC "regardless of whether such Member Institution remains a member".

 

[CEB]

Is there a separate GOR outside of the two referenced documents? The way I'm reading it is the GOR referenced is THE GOR, and Paragraph 1 "Grant of Rights" is tied to the ESPN deal. I could not find a "master" GOR outside of the referenced documents.

Again, if I'm wrong, then I'm wrong.

The 2013 GOR you linked earlier is the prevailing document. There was a lot of bickering that the new 2016 GOR replaced it, but the Clemson complaint included both documents as exhibits and the “2016 GOR” we all wanted to see turned out to simply be an amendment to the 2013 document that extended it thru 2036.
@RonJohn pretty much covered the rest.

 

[CEB]

If this happens more than a few schools are going to be looking to leave and will most certainly not be interested in signing any new lesser media deal.

I agree… we know FSU will be out immediately (although they may want to hang around long enough to vote “no” on any potential new deals). I wonder how many other schools are antsy and how much time the ACC will have to pull together proposals before IT hits the fan.

 

[LT 1967]

You seem to have info on the meeting. Will they have meeting with ESPN in all, some, none of the events? Do the college prez come.?
In oil gas conferences we got alot of things worked out in side bar meetings.

I have attached my source which is Microsoft AI. Mark Packer on the ACC network mentioned to a guest coach that he would see him at the ACC meeting. I started to look for the date since I wanted to listen for any news on the FSU---Clemson situation. The regular sources did not seem to have any info, so I went to AI. I only mention this because one of their links in their answer went to The Georgia Bar meeting at the same location??? So, I hope I haven't given our members a bad date.

However, I have attached the reply from AI with the info about the Presidents. If this is correct, the Presidents do not attend, but ADs, Faculty reps, and others do. I don't know about ESPN.

Perhaps, our Colleague, (Oriental) could confirm the date through his UNC neighbor.

 

[roadkill]

The GOR does include "regardless of whether such Member Institution remains a member of the Conference during the entirety of the Term" So it would still own the media rights of members even if they leave.

I still haven't read the Clemson lawsuit, but I understand that they are challenging the wording and claiming that it only means that the ACC owns the rights of games that were produced under the GOR. That it doesn't include new games after a school leaves the conference. I can't see that in the GOR, but I haven't read the Clemson filing, just what others have said about it.

The language of the ESPN Agreement doesn't necessarily mean that it is integral to the GOR. It says "obligations of the Conference expressly set forth in the ESPN Agreement" Does that mean the ESPN agreement, or the obligations specified in the ESPN agreement? I think that is an actual legal argument that can be made IF there is an option to cancel the agreement AND it is cancelled. However, there are obligations specified in the ESPN agreement, even if the ESPN agreement is no longer valid. An argument can also be made that the schools still owe those obligations to the ACC and that the ACC can include those in another media agreement.

The GOR does plainly state that the rights are assigned to the ACC "regardless of whether such Member Institution remains a member".

I agree with @RonJohn that as long as ESPN continues to have a media deal with the ACC, the GOR seems rock solid until 2036. It’s also been stated by multiple lawyers that the GOR appears to be ironclad. I noted that the GOR states that it is a requirement for the ESPN deal, but not vice versa as has been inferred.

As far as Clemson’s argument is concerned, there is an awkwardly worded sentence in the GOR that appears to exclude certain “sports” from the GOR where “such Member institution will not participate as a member of the conference.” I interpret this as a concession to schools for their OOC games for non-revenue sports. However, this sentence includes a statement that these sports would need to be agreed upon by the Member and the Conference, and I can’t see the ACC voluntarily agreeing to give up the rights before the end date of the GOR.

 

[RonJohn]

As far as Clemson’s argument is concerned, there is an awkwardly worded sentence in the GOR that appears to exclude certain “sports” from the GOR where “such Member institution will not participate as a member of the conference.” I interpret this as a concession to schools for their OOC games for non-revenue sports. However, this sentence includes a statement that these sports would need to be agreed upon by the Member and the Conference, and I can’t see the ACC voluntarily agreeing to give up the rights before the end date of the GOR.

I think that was put in there specifically for ND football.

There are also a few other sports that some of the conference members compete in that are not conference sports, or at least there have been in the past. I would have to research to see now. There were a few ACC members that competed in Women's Gymnastics in a difference conference because the ACC did not sponser gymnastics until 23-24.

However, I doubt that concerns over who owned the rights to television UNC gymnastics were a big issue. I think the main reason was that ND wouldn't sign the document if it included ND football.

 

[TechPhi97]

The GOR does include "regardless of whether such Member Institution remains a member of the Conference during the entirety of the Term" So it would still own the media rights of members even if they leave.

I still haven't read the Clemson lawsuit, but I understand that they are challenging the wording and claiming that it only means that the ACC owns the rights of games that were produced under the GOR. That it doesn't include new games after a school leaves the conference. I can't see that in the GOR, but I haven't read the Clemson filing, just what others have said about it.

The language of the ESPN Agreement doesn't necessarily mean that it is integral to the GOR. It says "obligations of the Conference expressly set forth in the ESPN Agreement" Does that mean the ESPN agreement, or the obligations specified in the ESPN agreement? I think that is an actual legal argument that can be made IF there is an option to cancel the agreement AND it is cancelled. However, there are obligations specified in the ESPN agreement, even if the ESPN agreement is no longer valid. An argument can also be made that the schools still owe those obligations to the ACC and that the ACC can include those in another media agreement.

The GOR does plainly state that the rights are assigned to the ACC "regardless of whether such Member Institution remains a member".

Here's the amended GOR, supposedly: https://www.docdroid.net/vnTS55Y/2016-amendment-acc-grant-of-rights-agmt-pdf

This basically just extends the date, but mentions that it's tied to the ESPN agreement. It also says that: "ESPN has informed the Conference that it will enter into the Propsective Agreements only if each of the Member Institutions agrees to amend the Original Grant Agreement to extend the term thereof". So ESPN requires this in order to extend the agreement.

 

[RonJohn]

Here's the amended GOR, supposedly: https://www.docdroid.net/vnTS55Y/2016-amendment-acc-grant-of-rights-agmt-pdf

This basically just extends the date, but mentions that it's tied to the ESPN agreement. It also says that: "ESPN has informed the Conference that it will enter into the Propsective Agreements only if each of the Member Institutions agrees to amend the Original Grant Agreement to extend the term thereof". So ESPN requires this in order to extend the agreement.

ESPN required the agreement, but that doesn't necessarily mean that the agreement requires ESPN. If you listen to lawyers speaking about contracts, they say that the WHEREAS statements are background of a contract, but are not actually part of the contract agreement. So, the extension:

1. Changes the background statement of the original GOR
2. Extends the end date of the agreement to 2036
3. States that all of the original terms still apply except for those specifically changed in this ammendment. (The only term changed is the end date, the other change is just background not a term of the contract.
4. States an effective date.

Nothing in any of that in the amendment says that ESPN is essential to the validity of the GOR.

 

[roadkill]

ESPN required the agreement, but that doesn't necessarily mean that the agreement requires ESPN. If you listen to lawyers speaking about contracts, they say that the WHEREAS statements are background of a contract, but are not actually part of the contract agreement. So, the extension:

1. Changes the background statement of the original GOR
2. Extends the end date of the agreement to 2036
3. States that all of the original terms still apply except for those specifically changed in this ammendment. (The only term changed is the end date, the other change is just background not a term of the contract.
4. States an effective date.

Nothing in any of that in the amendment says that ESPN is essential to the validity of the GOR.

noted that the GOR states that it is a requirement for the ESPN deal, but not vice versa as has been inferred.

Thanks for confirming what I said in my previous post. Also, good point about ND and sports that compete in other conferences. I'm not sure that the clause covering those sports is what Clemson is referencing in their claim that the GOR doesn't apply to them if they leave, but it's a huge stretch if so.

 

[RonJohn]

Thanks for confirming what I said in my previous post. Also, good point about ND and sports that compete in other conferences. I'm not sure that the clause covering those sports is what Clemson is referencing in their claim that the GOR doesn't apply to them if they leave, but it's a huge stretch if so.

I think Clemson and FSU are both playing word salad at the moment trying to find something that somebody will believe. I don't think either really believes they will win in court, but is hoping to reach a settlement. Maybe the ESPN opt out of the entire agreement actually does exist and FSU is trying to push ESPN to withdraw. I do think there is a valid legal argument and a court would have to decide if the GOR survives without a contract with ESPN. (Not saying I think it ends if the ESPN contract ends, just saying it is murky enough to go to trial and have a judge decide.) But in that case, it would have made a lot more sense to push ESPN internally to withdraw, then exit the conference, then file a lawsuit when there are actually damages to consider.

 

[Techster]

The GOR does include "regardless of whether such Member Institution remains a member of the Conference during the entirety of the Term" So it would still own the media rights of members even if they leave.

I still haven't read the Clemson lawsuit, but I understand that they are challenging the wording and claiming that it only means that the ACC owns the rights of games that were produced under the GOR. That it doesn't include new games after a school leaves the conference. I can't see that in the GOR, but I haven't read the Clemson filing, just what others have said about it.

The language of the ESPN Agreement doesn't necessarily mean that it is integral to the GOR. It says "obligations of the Conference expressly set forth in the ESPN Agreement" Does that mean the ESPN agreement, or the obligations specified in the ESPN agreement? I think that is an actual legal argument that can be made IF there is an option to cancel the agreement AND it is cancelled. However, there are obligations specified in the ESPN agreement, even if the ESPN agreement is no longer valid. An argument can also be made that the schools still owe those obligations to the ACC and that the ACC can include those in another media agreement.

The GOR does plainly state that the rights are assigned to the ACC "regardless of whether such Member Institution remains a member".

1. I do not disagree about the bolded part below.

The GOR does include "regardless of whether such Member Institution remains a member of the Conference during the entirety of the Term" So it would still own the media rights of members even if they leave.

I don't think anyone is arguing that if everything remains unchanged (i.e. ESPN does not exercise its unilateral option to terminate the ACC deal early) ALL ACC schools, including FSU, are bound by the terms of the GOR until 2036...whether they are in the conference or leave. I think that's a good foundation for this and any future discussions of the ACC GOR to start.

2. I think the debate happens IF (big IF) ESPN decides to unilaterally exercise its option to terminate the Media Agreement BEFORE 2036:

The language of the ESPN Agreement doesn't necessarily mean that it is integral to the GOR. It says "obligations of the Conference expressly set forth in the ESPN Agreement" Does that mean the ESPN agreement, or the obligations specified in the ESPN agreement? I think that is an actual legal argument that can be made IF there is an option to cancel the agreement AND it is cancelled. However, there are obligations specified in the ESPN agreement, even if the ESPN agreement is no longer valid. An argument can also be made that the schools still owe those obligations to the ACC and that the ACC can include those in another media agreement.

IMO, and I'm not a lawyer, and I haven't slept at a Holiday Inn in over a decade, the way I read the GOR is that it exists for the sole purpose of the ESPN media contracts.

1. Grant of Rights. Each of the Member Institutions hereby (a) irrevocably and exclusively grants to the Conference during the Term (as defined below) all rights (the "Rights'') necessary for the Conference to perform the contractual obligations of the Conference expressly set forth in the ESPN Agreement, regardless of whether such Member Institution remains a member of the Conference during the entirety of the Term and (b) agrees to satisfy and perform all contractual obligations of a Member Institution during the Term that are expressly set forth in the ESPN Agreement.

The bolded and underlined Part A of Paragraph 1 specifically binds the Member Institutions media rights "irrevocably and exclusively" to perform the contractual obligations of the Conference expressly set forth in the ESPN Agreement. Read that part again. Further, Part B again repeats the phrase "satisfy and perform all contractual obligations of a Member Institution during the Term that are expressly set forth in the ESPN Agreement."

For me, that is key to understanding that the GOR does not exist past any "contractual obligations" set forth by the ESPN Agreement. In other words, the GOR exists solely to satisfy the ESPN Media contract. What happens once the ESPN media contract is either satisfied to term (in 2036) or should ESPN unilaterally exercises its option to terminate the media contract with ACC early? IMO, it's clear (as mud) that the GOR and each member's obligation to it also terminates.

Also, there is no language that allows the ACC to "substitute" the ESPN media contract (should ESPN exercise its right to terminate the media contract early) with another media contract, nor is there language that afford the ACC time to look for another media contract. Could it exist in the mysterious ESPN media contract referenced many times in the GOR, and being litigated by the Florida AG to see sunlight? It's possible, but I do not see why ESPN Media contract would involve itself in the governance outside of any agreement between the ACC and ESPN, unless there's language that says ESPN reserves the right to match another offer.

Further, if you look at the GOR, every time any media contract is mentioned, it specifically refers back to the ESPN media contract. That is a pretty strong indication that the ACC can not arbitrarily use the GOR to "substitute" any other media agreement.

***********

I think we are all just viewing the GOR and its language from our own perspective. I could very well be wrong, but I haven't seen any language in the documents floating on the internet that persuades me to believe any differently.

Again, if I'm wrong, I'll be more than happy to admit it if there's actual interpretation that's clear. Right now, most of the interpretation of the documents have been clear as mud...my interpretation included.