Conference Realignment

[SOWEGA Jacket]

Is this something you have control over or can do something about? No. So, just enjoy the season. That more teams will be in the hunt will be exciting.

I totally agree. I will absolutely enjoy the season like I always do. I just actually see the big picture. There will be a lot of fanbases crying after they have a great season and then don’t get in because of conference affiliation. All these fans who laughed and took so much joy in seeing FSU left out will be whining big time when it’s them. Everyone will see, fairly early in the season, how the polls are suddenly different from the past.

 

[Vespidae]

I totally agree. I will absolutely enjoy the season like I always do. I just actually see the big picture. There will be a lot of fanbases crying after they have a great season and then don’t get in because of conference affiliation. All these fans who laughed and took so much joy in seeing FSU left out will be whining big time when it’s them. Everyone will see, fairly early in the season, how the polls are suddenly different from the past.

I think other people who are relatively informed also see the Big Picture. That they don’t scream it at the top of their lungs during every game is an admirable trait.

 

[Techster]

I disagree that the ACC would be holding a school "hostage". FSU does not own the media rights to their games until 2036, period. No further discussion necessary, they assigned those rights to the ACC. FSU's president and BOT were happy about the fact that the ACC members were all giving up their rights in order to make it difficult to leave the conference when they signed the documents. Unlike it is potrayed in the FSU lawsuit, the FSU president and BOT were not simpletons who were duped by the evil snake oil salesman. They were very smart people with access and advice from high powered law firms when they willingly agreed to the contracts. They are no more held "hostage" than a person who buys a house is held hostage by his mortgage company. He can't just decide not to pay the mortgage, and then decry that it is evil of the bank to take his house away. (Although many people actually do that.) FSU and the FSU BOT are entities that survive turnover of members, but they are the same entity. The ACC wouldn't be holding "hostage", they would only be requiring FSU to abide by legal contracts that it willingly entered into.

Your reply above is a very rudimentary and simplistic understanding of contract law. The GOR was signed (twice) knowing that 1. ESPN would be the media partner (GOR specifically points to and names ESPN multiple times), and 2. All schools had a minimal expectation of revenue payouts which is clearly spelled out in the ESPN media contracts.

IF (big IF) ESPN exercises their unilateral option and the ACC has to find another media partner, ACC schools (not just FSU and Clemson) will have a case if:

1. The ACC can only find a media partner only willing to pay substantially LESS than the terms outlined by the original ESPN media contract. An ACC school can make the case that they assigned their rights to the ACC with the understanding that they (the ACC schools) would have a minimal revenue expectations based on the ESPN media contract ACC schools signed.

2. The ACC's next media deal is with a smaller network, say just the CW or TNT, that does not have the same coverage as ESPN/ABC. An ACC school, especially a bigger national program that draws a lot of eyeballs for their various sports (FSU football, Clemson football, UNC basketball, etc) can argue that they signed the GOR where it clearly states the media partner would be a national/worldwide media company that furthered the school's profile. By signing with a smaller "regional" network, it will have a damaging affect on their brand and exposure to new fans since the network is only available in a smaller region.

3. (This scenarios is highly unlikely, but it furthers proves my point). If the ACC can not find a media partner at all. This is where the "hostage" situation comes in. No court will allow the ACC to hold the schools "hostage" if the ACC can not find a media partner and schools are harmed financially. Especially for another decade.

This why I said I was surprised to not find a "equal or greater" clause in the GOR that's floating on the internet. Court cases are very clear, if one party pays for something (ACC schools' media rights in this case) with the expectations of a certain level of return (first class airplane ticket, luxury car rental, penthouse suite for room rental), you can not arbitrarily substitute it for something of lesser value. If you rent a car, buy a plane ticket, or get a room, it specifically states that if the thing that you're paying for is not available, they have the right to substitute it for something of equal or greater value...or you can seek a refund. Applying it to the ACC GOR, each ACC school assigned their media rights to the ACC with the expectation the league and ESPN would return X amount each year over the term of the media contract. If ESPN exercises their unilateral option to leave, and the ACC can not find a media deal of equal or greater value...I think you would find each school with better options (FSU, UNC, Clemson, UVA, GT, Miami) seek an amicable divorce with the ACC or file suit immediately if the ACC refuses to release them of the GOR. This is where the ACC schools would "seek their refund."

Details matter.

This part of the GOR is the double edged sword for the League and the schools:

"Each of the member institutions hereby irrevocably and exclusively grants to the conference during the term ... all 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."

 

[cpf2001]

In the ACC (or Big12 for that matter), you need to win your conference championship to make the playoffs. It’s very hard to win a conference championship. You need to be really good and you need the bounces to go your way. In the SEC, you don’t even need to make the conference championship game to make the playoffs

Those are things caused by consolidation more than drivers of it. Conferences used to be smaller and easier to win if you were a top 5 team. They’re big now, so obviously that’s different, but if a third conference had gotten as top-heavy as the SEC and Big 10 it would also be in the “assume multiple bids” group.

Because the flip side of “consolidated top heavy leagues” is that now you have to win more games. You have to finish in the top 4 or so by winning enough big regular season games - yes, you used to have to have one or fewer losses, but against an easier schedule. But now your reward is also more additional games to have to win.

If you’re perpetually in the top two of the conference this is good. A single regular season loss in any given year is less disqualifying.

But if you’re Auburn, say… now maybe you have to beat Alabama or Georgia three times in a single season in your once-every-ten-years great season.

Consolidation is about money, not about making it easier to win titles, for the clear majority of programs in the Big 10 and SEC. More titles going to Alabama instead of FSU is just a money-protecting side effect.

 

[Buzztheirazz]

One of the questions I have is a little hard to encapsulate succinctly so bear with me.

Tech was once the hottest ticket in town and had a national following. Yes, I’m going way back. We don’t have to go over all the reasons for why this is no longer the case. Media has changed, entertainment has changed, sports have changed, news has changed, the country has changed, and Tech is no longer considered a national power, and these are all starting points for different conversations.

My question is, has there ever been a team of Tech’s national reputation and draw, that has gone through the decades long decline we have, who has gone back to being a nationally recognized power and has recovered the same drawing power and media share they once had?

I can’t think of any team that has done that but I don’t know which factor that is a feature of, other than failure to win consistently, but that is an interesting thought experiment to me if you have an opinion.

Alabama in the late 80s early nineties. Texas had some down years. Oklahoma. Tennessee. FSU

 

[RonJohn]

Your reply above is a very rudimentary and simplistic understanding of contract law. The GOR was signed (twice) knowing that 1. ESPN would be the media partner (GOR specifically points to and names ESPN multiple times), and 2. All schools had a minimal expectation of revenue payouts which is clearly spelled out in the media contracts.

IF (big IF) ESPN exercises their unilateral option and the ACC has to find another media partner, ACC schools (not just FSU and Clemson) will have a case if:

1. The ACC can only find a media partner only willing to pay substantially LESS than the terms outlined by the original ESPN media contract. An ACC school can make the case that they assigned their rights to the ACC with the understanding that they (the ACC schools) would have a minimal revenue expectations based on the ESPN media contract ACC schools signed.

2. The ACC's next media deal is with a smaller network, say just the CW or TNT, that does not have the same coverage as ESPN/ABC. An ACC school, especially a bigger national program that draws a lot of eyeballs for their various sports (FSU football, Clemson football, UNC basketball, etc) can argue that they signed the GOR where it clearly states the media partner would be a national/worldwide media company that furthered the school's profile. By signing with a smaller "regional" network, it will have a damaging affect on their brand and exposure to new fans since the network is only available in a smaller region.

3. (This scenarios is highly unlikely, but it furthers proves my point). If the ACC can not find a media partner at all. This is where the "hostage" situation comes in. No court will allow the ACC to hold the schools "hostage" if the ACC can not find a media partner and schools are harmed financially. Especially for another decade.

This why I said I was surprised to not find a "equal or greater" clause in the GOR that's floating on the internet. Court cases are very clear, if one party pays for something (ACC schools' media rights in this case) with the expectations of a certain level of return (first class airplane ticket, luxury car rental, penthouse suite for room rental), you can not arbitrarily substitute it for something of lesser value. If you rent a car, buy a plane ticket, or get a room, it specifically states that if the thing that you're paying for is not available, they have the right to substitute it for something of equal or greater value...or you can seek a refund. Applying it to the ACC GOR, each ACC school assigned their media rights to the ACC with the expectation the league and ESPN would return X amount each year over the term of the media contract. If ESPN exercises their unilateral option to leave, and the ACC can not find a media deal of equal or greater value...I think you would find each school with better options (FSU, UNC, Clemson, UVA, GT, Miami) seek an amicable divorce with the ACC or file suit immediately if the ACC refuses to release them of the GOR.

This part of the GOR is the double edged sword for the League and the schools:

"Each of the member institutions hereby irrevocably and exclusively grants to the conference during the term ... all 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."

The ACC GOR does not guarantee ANY amount of money. It only combines the rights of all of the schools so that the conference can negotiate those rights to a media company. The David Hale article you linked to discussed why conferences did that. I think he said the Big10 started it. There is no "equal or lesser" value, because there is no guaranteed outcome in the GOR.

We do not even know that there is a unilateral opt-out available to ESPN. I found an article from 2016 where someone from FSU, can't remember if it was the president, AD, or BOT chair, said that there were look-ins on the contract that he thought would be beneficial to FSU and the ACC, and that the first of those look-ins would occur in 2019. That look-in was delayed until 2025. 2019 is the same year that the FSU lawsuit claims the "opt-out" was originally supposed to occur, but was delayed until 2025. I can't say for sure that it doesn't exist, but it seems rather odd to have both an opt-out and a look-in scheduled for the same time, and delayed by the exact same amount. I have seen some Twitter posts and a blog post that claimed that the "opt-out" and the look-in are two separate occurrences and that there is in fact an actual "opt-out". However, those people had zero evidence of anything and were just speaking as if it were true. The only evidence of an actual opt-out is what FSU put in their lawsuit. The same FSU that claimed in 2016 that a look-in was going to be beneficial to FSU. Unless there is hard evidence released that such an opt-out exists, I will not believe it. If it does exist and ESPN drops the ACC in January, then I will believe it. If ESPN or the ACC make an announcement before January that it exists, then I will believe it. FSU's lawsuit and a lot of pontificators are not going to convince me that it is true. I don't know that it doesn't exist, but I think the evidence leads more in that direction. If it does not exist, then I will never know that it did or did not, unless the ESPN contract is made public.

I agree that the language you pointed to is somewhat concerning. However, I have posted about that before in this thread. If ESPN does have an opt-out and drops the ACC, the ESPN Agreement document will still exist. The ESPN Agreement document will still expressly set forth obligations of the conference. I do not think it is as simple as the GOR is legally invalid if ESPN drops the contract, but I think it will be up to lawyers and courts to decide based on exact wording, the law in whatever jurisdiction has jurisdiction, and precedents in that jurisdiction.

I still haven't read Clemson's lawsuit, but if Hale is stating it correctly, that phrase appears to be part of their argument also. If I understand correctly, Clemson's argument is: The ACC is only obligated by the ESPN Agreement to have 15 teams. If Clemson withdraws, but at least 15 teams remain, the ACC can still fulfill their obligations. If Clemson is no longer a "member institution", their rights are not included in the rights necessary to fulfill the ESPN Agreement. : That seems like a lot of mental gymnastics to me, but that is the kind of contract language entwinement that lawyers and courts deal with all of the time. It is also interesting, because the rumors are that Clemson and FSU voted against adding Stanford, Cal, and SMU. Clemson's arguments would be completely invalid if the ACC had not expanded above 15. Clemson, and the rest of the ACC members, have had lawyers going through the GOR for years. It seems like, if they actually believed this argument is strong that they would have been in favor of adding more teams.

 

[Buzztheirazz]

The famous Pontius Pilate question, “What is truth?” Is it an ontological question, an existential question, or is it just an unwillingness to stake a claim?

I’m not asking, just pontificating.

For the hell of it

To hell with Georgia!

That last sentence is truth

 

[Techster]

The ACC GOR does not guarantee ANY amount of money. It only combines the rights of all of the schools so that the conference can negotiate those rights to a media company. The David Hale article you linked to discussed why conferences did that. I think he said the Big10 started it. There is no "equal or lesser" value, because there is no guaranteed outcome in the GOR.

We do not even know that there is a unilateral opt-out available to ESPN. I found an article from 2016 where someone from FSU, can't remember if it was the president, AD, or BOT chair, said that there were look-ins on the contract that he thought would be beneficial to FSU and the ACC, and that the first of those look-ins would occur in 2019. That look-in was delayed until 2025. 2019 is the same year that the FSU lawsuit claims the "opt-out" was originally supposed to occur, but was delayed until 2025. I can't say for sure that it doesn't exist, but it seems rather odd to have both an opt-out and a look-in scheduled for the same time, and delayed by the exact same amount. I have seen some Twitter posts and a blog post that claimed that the "opt-out" and the look-in are two separate occurrences and that there is in fact an actual "opt-out". However, those people had zero evidence of anything and were just speaking as if it were true. The only evidence of an actual opt-out is what FSU put in their lawsuit. The same FSU that claimed in 2016 that a look-in was going to be beneficial to FSU. Unless there is hard evidence released that such an opt-out exists, I will not believe it. If it does exist and ESPN drops the ACC in January, then I will believe it. If ESPN or the ACC make an announcement before January that it exists, then I will believe it. FSU's lawsuit and a lot of pontificators are not going to convince me that it is true. I don't know that it doesn't exist, but I think the evidence leads more in that direction. If it does not exist, then I will never know that it did or did not, unless the ESPN contract is made public.

I agree that the language you pointed to is somewhat concerning. However, I have posted about that before in this thread. If ESPN does have an opt-out and drops the ACC, the ESPN Agreement document will still exist. The ESPN Agreement document will still expressly set forth obligations of the conference. I do not think it is as simple as the GOR is legally invalid if ESPN drops the contract, but I think it will be up to lawyers and courts to decide based on exact wording, the law in whatever jurisdiction has jurisdiction, and precedents in that jurisdiction.

I still haven't read Clemson's lawsuit, but if Hale is stating it correctly, that phrase appears to be part of their argument also. If I understand correctly, Clemson's argument is: The ACC is only obligated by the ESPN Agreement to have 15 teams. If Clemson withdraws, but at least 15 teams remain, the ACC can still fulfill their obligations. If Clemson is no longer a "member institution", their rights are not included in the rights necessary to fulfill the ESPN Agreement. : That seems like a lot of mental gymnastics to me, but that is the kind of contract language entwinement that lawyers and courts deal with all of the time. It is also interesting, because the rumors are that Clemson and FSU voted against adding Stanford, Cal, and SMU. Clemson's arguments would be completely invalid if the ACC had not expanded above 15. Clemson, and the rest of the ACC members, have had lawyers going through the GOR for years. It seems like, if they actually believed this argument is strong that they would have been in favor of adding more teams.

How do you know the GOR does not guarantee any money? You don't, because NONE of us has seen the referenced document the GOR points to (ESPN media contract).

It references the ESPN media contract multiple times. Do you honestly think the GOR is pointing to a media contract without a guaranteed value? BTW, outside of the schools, ESPN, and ACC, NO ONE has seen the media agreements so you're going on pure speculation. In your own words, every party to the GOR "lawyered" up with very smart people...if each school signed away their rights without being guaranteed a minimal yearly payout, there's a LOT of stupid people in that room. I'm not the smartest person in the world, and I'm not a lawyer, but I highly doubt the ACC schools entered into an agreement that took away their ability to negotiate without being guaranteed something of value. You're outthinking logic right now.

 

[RonJohn]

How do you know the GOR does not guarantee any money? You don't, because NONE of us has seen the referenced document the GOR points to (ESPN media contract).

It references the ESPN media contract multiple times. Do you honestly think the GOR is pointing to a media contract without a guaranteed value? BTW, outside of the schools, ESPN, and ACC, NO ONE has seen the media agreements so you're going on pure speculation. In your own words, every party to the GOR "lawyered" up with very smart people...if each school signed away their rights without being guaranteed a minimal yearly payout, there's a LOT of stupid people in that room. I'm not the smartest person in the world, and I don't I'm not a lawyer, but I highly doubt the ACC schools entered into an agreement that took away their ability to negotiate without being guaranteed something of value. You're outthinking logic right now.

I know that because I have read the GOR. It does not guarantee any money. It does reference the ESPN Agreement (all capitalized in the GOR), but it doesn't guarantee anything out of the Agreement. However, it makes no promises from that agreement. It only specifies which "rights" are being assigned to the ACC. I think it is very logical to read what is in the GOR and state that it doesn' guarantee any payments. I think it is illogical to read the GOR and believe that because it "references" another document that it guarantees anything or everything from that document. It does not say that it incorporates the ESPN Agreement into the GOR, it only says that the rights being assigned are the rights necessary to abide by the ESPN Agreement.

EDIT: The negotiation is from the group. The member schools entered into an agreement that took away their individual right to negotiate media rights with the belief that the collection could negotiate a better deal. That is what the David Hale article said the reason that conferences started negotiating media contracts after the mutts won their lawsuit against the NCAA.

 

[Techster]

I know that because I have read the GOR. It does not guarantee any money. It does reference the ESPN Agreement (all capitalized in the GOR), but it doesn't guarantee anything out of the Agreement. However, it makes no promises from that agreement. It only specifies which "rights" are being assigned to the ACC. I think it is very logical to read what is in the GOR and state that it doesn' guarantee any payments. I think it is illogical to read the GOR and believe that because it "references" another document that it guarantees anything or everything from that document. It does not say that it incorporates the ESPN Agreement into the GOR, it only says that the rights being assigned are the rights necessary to abide by the ESPN Agreement.

YES it certainly does. The phrase (found in the last paragraph of the first page of the GOR): "NOW, THEREFORE, for and in CONSIDERATION of the foregoing, the covenants set forth herein and in the ESPN Agreement, and OTHER GOOD AND VALUABLE CONSIDERATION"...and it goes on to other legal jargon setting up the terms of the GOR.

What do you think "in consideration" means? The consideration in this case, as it specifically points to the ESPN agreement, is almost certainly the amount of money guaranteed to each school.

 

[iceeater1969]

Phillips at ACC fest.

The ACC commisioner s talk seems to be headed towards Govt solution with double down on GOR. Says disputes are harmful

Did brag about increase payouts - every one got 45mm.

Now thanking espn parteners for accn being national = 5th Anniversary.
Football
Looking forward expanded playoffs with several spots. Brags about tough schedule (mostly by gt- i added that) and exciting teams, plus Apple Tech. Acc has first games - w gt / fsu in Ireland.

Questions:
How to not have lawsuits distract from football? We are going to compartimentalize.

Does not agree w all parts of ncaa settlement. There will be choices, roster size, its,good for players, excited about reset challenges.

We are looking at all possible revenue sources. Expansion 3 teams. Their will be reward success in a disporpotional way.

Will fight for league. Feels he has made adjustments.

How can lower schools w lower NIL be compdtigive.? Schools will decide on how much they chip in ncaa. Thinks if employees there are lots of tax implications.that students and families wont like. Loves Charlotte and new Spectrum center

Steady as we go.

OH WELL.
IT WILL BE WHAT IT WILL BE.

 

[RonJohn]

YES it certainly does. The phrase (found in the last paragraph of the first page of the GOR): "NOW, THEREFORE, for and in CONSIDERATION of the foregoing, the covenants set forth herein and in the ESPN Agreement, and OTHER GOOD AND VALUABLE CONSIDERATION"...and it goes on to other legal jargon setting up the terms of the GOR.

What do you think "in consideration" means? The consideration in this case, as it specifically points to the ESPN agreement, is almost certainly the amount of money guaranteed to each school.

You are correct that statement is in there. I am not a lawyer, but from what I understand, the standard "consideration" clause is usually not very effective. Simply stating that there is "consideration" doesn't actually mean that there was. In the case of the GOR, the ACC members, including FSU have received hundreds of millions of dollars as "consideration". If ESPN can reduce the payouts to the ACC in the "ESPN Agreement", then that is what the member institutions agreed to when they signed the GOR. IF ESPN can simply opt-out and not pay any more after 2027, then that is what the member institutions agreed to when they signed the GOR and the GOR extension. IOW, even if that phrase being in the considerations clause legally requires the ACC to make a certain amount of money from the media deal, unless ESPN does something against the "ESPN Agreement", then the ACC will have fulfilled that clause even if ESPN pulls out. (If that is allowed in the "ESPN Agreement")

EDIT: Also to point out. IF ESPN can and does pull out of the ACC, then the terms of the "ESPN Agreement" are fulfilled. If the ACC then gets a lower payout media deal with another media company, that is over and above what the "ESPN Agreement" spelled out, so there wouldn't be a valid argument that the lower pay is less than what was agreed to.

 

[Techster]

@RonJohn

Contract law 101: You can not have an enforceable contract without consideration. If there is no consideration, then there's basically no contract.

This is why you often see an arbitrary $1.00 value in some contracts. If you've bought or sold a property in GA recently, you'll see the MLS sales contract have a $10.00 consideration fee for something arbitrary. My lawyer buddy always jokes that none of us can hold him liable for any legal advice because we haven't paid him...to which one of us will buy him a beer or throw a quarter his way as a joke.

I think what you're saying is your best guess at what you THINK it all means. I've written what I THINK it all means. We are at a point neither of us agrees, so there's not much left to be said.

So I'll leave it at this: I hope ESPN cancels the media contract in 2027 just so we all see how the GOR plays out for everyone in the ACC. Unless that happens, we are all speculating.

 

[RonJohn]

Contract law 101: You can not have an enforceable contract without consideration. If there is no consideration, then there's basically no contract.

This is why you often see an arbitrary $1.00 value in some contracts. If you've bought or sold a property in GA recently, you'll see the MLS sales contract have a $10.00 consideration fee for something arbitrary. My lawyer buddy always jokes that none of us can hold him liable for any legal advice because we haven't paid him...to which one of us will buy him a beer or throw a quarter his way as a joke.

I think what you're saying is your best guess at what you THINK it all means. I've written what I THINK it all means. We are at a point neither of us agrees, so there's not much left to be said.

So I'll leave it at this: I hope ESPN cancels the media contract in 2027 just so we all see how the GOR plays out for everyone in the ACC. Unless that happens, we are all speculating.

How many hundreds of millions of consideration have already been paid to the ACC members? It is not a considerless contract. FSU entered into the contract in 2013 and has received considerable consideration since entering into the agreement. The contract won't be invalid from a consideration perspective, even if a lower paying media contract is entered into for the future. One party can't sign a contract, engage in that contract for a period of time, receive benefits from that contract for that period of time, and then simply withdraw before the contract expires. As you said: Contract Law 101.

I think that the better argument IF ESPN cancels the ACC agreement is in the assignment of rights being tied to the ESPN Agreement. I myself don't think that is a winning argument, but it is at least an argument. It depends on legal meanings of words and could possibly be interpreted differently in different jurisdictions.

 

[Techster]

How many hundreds of millions of consideration have already been paid to the ACC members? It is not a considerless contract. FSU entered into the contract in 2013 and has received considerable consideration since entering into the agreement. The contract won't be invalid from a consideration perspective, even if a lower paying media contract is entered into for the future. One party can't sign a contract, engage in that contract for a period of time, receive benefits from that contract for that period of time, and then simply withdraw before the contract expires. As you said: Contract Law 101.

I think that the better argument IF ESPN cancels the ACC agreement is in the assignment of rights being tied to the ESPN Agreement. I myself don't think that is a winning argument, but it is at least an argument. It depends on legal meanings of words and could possibly be interpreted differently in different jurisdictions.

If the contract states that each ACC member is paid annually (which it is), then once "consideration" stops, then why would the contract be enforceable any longer? You can't tell someone the contract is still valid because you partially paid...good luck with that logic in court.

It's as simple as this: If I contracted you to do property maintenance for 10 years paid annually, but decided to quit paying you in year 8 because I've paid up till then but still expected you to perform property maintenance for another 2 years...the judge would laugh me out of court and tell me to stroke a check for the other 2 years plus interest if I didn't pay.

The contract won't be invalid from a consideration perspective, even if a lower paying media contract is entered into for the future. One party can't sign a contract, engage in that contract for a period of time, receive benefits from that contract for that period of time, and then simply withdraw before the contract expires.

Yes it would be invalid. If the ESPN media contract spelled out the terms of the "consideration" and since the GOR specifically points to that ESPN contract for that consideration, ACC schools can easily argue that the ACC didn't perform it's part of the contract.

Details matter. None of us know the details of the ESPN contract so it's speculation on our part. Continuing this argument was a good debate, but it's starting to become pointless if we don't know all the details.

 

[RonJohn]

If the contract states that each ACC member is paid annually (which it is), then once "consideration" stops, then why would the contract be enforceable any longer? You can't tell someone the contract is still valid because you partially paid...good luck with that logic in court.

It's as simple as this: If I contracted you to do property maintenance for 10 years paid annually, but decided to quit paying you in year 8 because I've paid up till then but still expected you to perform property maintenance for another 2 years...the judge would laugh me out of court and tell me to stroke a check for the other 2 years plus interest if I didn't pay.

The contract won't be invalid from a consideration perspective, even if a lower paying media contract is entered into for the future. One party can't sign a contract, engage in that contract for a period of time, receive benefits from that contract for that period of time, and then simply withdraw before the contract expires.

Yes it would be invalid. If the ESPN media contract spelled out the terms of the "consideration" and since the GOR specifically points to that ESPN contract for that consideration, ACC schools can easily argue that the ACC didn't perform it's part of the contract.

Details matter. None of us know the details of the ESPN contract so it's speculation on our part. Continuing this argument was a good debate, but it's starting to become pointless if we don't know all the details.

What if we signed a 10 year lease on a property with 8 years of guaranteed rent payments, but the 9th and 10th years were specified in the lease to be based on a metric of how much money my business makes per year. If my business makes much less than we projected, then the lease payments in years 9 and 10 might not be acceptable to you. However, if it matches the contract we signed, it is a contract.

IF the ACC members agreed to assign the media rights to the ACC until 2036 in exchange for a media agreement with ESPN that expires in 2027, it is still a contract until 2036. If the way you are reading it is correct, then the members agreed to the payment schedule specified in the ESPN Agreement. If the ESPN Agreement allows for lower payments, then the members have already agreed to that. If the ESPN Agreement allows for ESPN to pay nothing from 2027 until 2036, then the members have already agreed to that. I think you seem to be arguing in a circle. You say that the GOR guarantees the payouts from the ESPN Agreement, but then say if the payouts from the ESPN Agreement are not large enough, then the GOR is invalid because they aren't getting the payments from the ESPN Agreement. Until 2036, the ACC members are only guaranteed what is in the ESPN Agreement. If the ESPN Agreement allows for payments of zero from 2027 until 2036, then that is in the ESPN Agreement and all of the member institutions have already agreed to it.

EDIT: Also to your 10 year maintenance contract. If the contract says that I will pay you a certain annual amount for 8 years, but you will perform maintenance for 10 years what would a judge say? If the GOR says that the contract is valid until 2036 with payments from the ESPN Agreement, but the ESPN Agreement only runs until 2027, then the ACC members signed a bad contract. Being bad for the members doesn't mean that it isn't valid and enforceable.

 

[Techster]

What if we signed a 10 year lease on a property with 8 years of guaranteed rent payments, but the 9th and 10th years were specified in the lease to be based on a metric of how much money my business makes per year. If my business makes much less than we projected, then the lease payments in years 9 and 10 might not be acceptable to you. However, if it matches the contract we signed, it is a contract.

IF the ACC members agreed to assign the media rights to the ACC until 2036 in exchange for a media agreement with ESPN that expires in 2027, it is still a contract until 2036. If the way you are reading it is correct, then the members agreed to the payment schedule specified in the ESPN Agreement. If the ESPN Agreement allows for lower payments, then the members have already agreed to that. If the ESPN Agreement allows for ESPN to pay nothing from 2027 until 2036, then the members have already agreed to that. I think you seem to be arguing in a circle. You say that the GOR guarantees the payouts from the ESPN Agreement, but then say if the payouts from the ESPN Agreement are not large enough, then the GOR is invalid because they aren't getting the payments from the ESPN Agreement. Until 2036, the ACC members are only guaranteed what is in the ESPN Agreement. If the ESPN Agreement allows for payments of zero from 2027 until 2036, then that is in the ESPN Agreement and all of the member institutions have already agreed to it.

EDIT: Also to your 10 year maintenance contract. If the contract says that I will pay you a certain annual amount for 8 years, but you will perform maintenance for 10 years what would a judge say? If the GOR says that the contract is valid until 2036 with payments from the ESPN Agreement, but the ESPN Agreement only runs until 2027, then the ACC members signed a bad contract. Being bad for the members doesn't mean that it isn't valid and enforceable.

At this point, I think you're being argumentative to be argumentative. I have zero desire to continue this with various mental gymnastics you're performing.

As I said, once we learn more about the details, we can make better judgements. Until then, we're just all guessing...

 

[roadkill]

YES it certainly does. The phrase (found in the last paragraph of the first page of the GOR): "NOW, THEREFORE, for and in CONSIDERATION of the foregoing, the covenants set forth herein and in the ESPN Agreement, and OTHER GOOD AND VALUABLE CONSIDERATION"...and it goes on to other legal jargon setting up the terms of the GOR.

What do you think "in consideration" means? The consideration in this case, as it specifically points to the ESPN agreement, is almost certainly the amount of money guaranteed to each school.

I'll chime in.

All I can say is that in my experience with lawyers, they try to avoid using the term “guarantee” because it can to open up a can of worms.

I seriously doubt that the ESPN agreement uses that word. There may be a payment schedule tied to some performance criteria, but the payment schedule would be to the conference and is unlikely to mention the member school’s shares.

The GOR does not guarantee anything to the member schools. The “exchange of value” is simply the media rights in exchange for the ability for the conference to have media revenue per whatever the ESPN agreement says.

It could be argued that the media rights granted are predicated upon the ESPN contract being in force, since it is specifically called out. Therefore, if ESPN declines to extend, the GOR could be invalidated at the expiration of the ESPN deal, but no earlier.

 

[RonJohn]

At this point, I think you're being argumentative to be argumentative. I have zero desire to continue this with various mental gymnastics you're performing.

As I said, once we learn more about the details, we can make better judgements. Until then, we're just all guessing...

I am not arguing just to argue. As simply as I can put it:

• The ACC members have already received considerable consideration in exchange for the GOR
• If the contract requires that the consideration for the contract to be equal to or greater than the terms of the ESPN Agreement, then it will be at least equal to the terms of the ESPN Agreement.
• If the ESPN Agreement allows ESPN to lower the amount of payments, then the ACC members will still receive what was guaranteed in the ESPN Agreement.
• If the ESPN Agreement allows ESPN to withdraw from making payments and broadcasting ACC games, then the ACC members agreed to what was in the ESPN Agreement.
• There are many contracts that allow for payment schedules to not match length of service. However, they are still under contract for the term of the contract.
• If the ESPN Agreement allows ESPN to withdraw, the ACC would search for new media partners. The amount paid by the new media partners might be less than what ESPN was paying, but would be more than what was guaranteed in the ESPN Agreement that the ACC members agreed to. (Assuming that the members did agree to an agreement under which ESPN can simply withdraw.)

There isn't anything that I have been waffling on. I did miss the reference to the ESPN Agreement in the considerations clause. However, that actual strengthens my argument that the ACC members would receive what they agreed to. If the ACC members and their legal counsels agreed to a GOR contract through 2036 that only guaranteed payments, that is a bad contract to agree to, but it isn't an invalid contract.

 

[LT 1967]

Someone correct me if I did not understand the Commissioner correctly concerning the ''option". I Paraphrase the discussion with one reporter below.

Phillips said that the ACC had a great relationship with ESPN. A Reporter referred to the February option date, then asked why ESPN wouldn't just publicly say that the contract was firm through 2036 assuming the relationship with the ACC was so good.

Phillips replied that he could not discuss specifics of the contract, but he could say that "ONE ITEM in the contract had been reviewed and that ESPN was not going anywhere".

To me, he was telling us that the Option had been revised to protect the ACC through 2036, but he could not discuss details due to confidentially of the contract.

Am I misreading what was said?