Last week, Amazon had UA polo shirts something over 60% off, so time will tell.
selecting which executory contracts to keep sounds like a BK type reorg is coming to me.Lomiton said:
"...committed to the majority of our contractual agreements"
Hmmm, I could see being to committed to all my contractual agreements or none of my contractual agreements but for UA to admit that they are only committed to some of their commitments (majority = some) sounds like a company that doesn't take their commitments seriously and prefers to pick and choose exactly which commitments they are going to remain "committed" to.
I have a hard time thinking that UA management doesn't know what they are doing here but this whole thing continues to sound like their present situation is so bad they'd prefer to to take the hit and just pay later. UA's risk is that the "pay later" program could be quite a bit more expensive both in cash and in future contracts with others.
Guess UA has to do what they have to do - I would just think they'd come up with a better set of excuses than what their CEO just provided; it's going to sound awful in court.
That looks bad for UA.okaydo said:
I agree with much of what you say, particularly the final paragraph which I think addresses the real issues: (i) will a court find that any provisions in the unsigned "Long Form Agreement" are binding; (ii) if so, are the force majeure and termination provisions in the LFA binding; and (iii) if so, what do those actually say.wifeisafurd said:
This is a fascinating look a contract negotiations that will provide a good hypothetical in the Contracts Class. For starters all those num-nuts on this board who went ballistic that Cal had never signed a "contract" with UA now know why. There was an enforceable Term Sheet (LOI) in place, and the parties couldn't agree on terms of a formal contract (called a long form agreement in the LOI).
My sense if this is far less clear than the Oregon academic presented. Term sheets are often ambiguous documents in which parties set out certain key terms of a deal, usually with the intent there will be further negotiation and documentation, and that was the case here, the LOI expressly says it is subject to the full agreement to be negotiated by the parties and even mentions which type of terms will be in that full contract. Subject to provisions discussed below, the LOI should be enforceable even with the express plan to enter a formal contract. If the material terms of the deal are there, as well as intent to be enforceable, the LOI is enforceable. And there are many provisions in the LOI that say that when signed that the LOIi is enforceable, until certain events occur, one of which is entering into a formal agreement.
But here comes alll the bad stuff the Oregon academic didn't mention. In California, an enforceable term sheet may create a duty of the parties to negotiate in good faith a final formal agreement, and failure to do so can result in adverse legal consequences. See Coplin vs. Baskins and Robbins, 117 Cal.Rptr.2d 875 (2002), which really was a game changer for lawyers who practice in this area. The duty arises from an underlying duty of good faith and fair dealing in all contracts, a somewhat unique obligation under California law, which the Oregon professor probably doesn't see much or understand. A well drafted term sheet under California law should include waivers of the implied covenant of good faith and fair dealing and reliance damages (as well as any other damages), as well as an affirmative statement that term sheet will not create an obligation to negotiate or be deemed a contract to negotiate. This one doesn't. Instead, the Term Sheet keeps referring to terms that will be flushed out in the Long Term Contract.
Which gets us to why is UA citing a force majeure provision that appears in a draft ? The professor suggest it is idiotic and Cal's response is quick to point out it makes no sense and then becomes very defensive that it tried to the long form contract with UA but couldn't come to terms. The question then becomes what really was the course of conduct in negotiations that didn't allow the partiers to complete the long form contact in over 4 years? What UA is probably arguing is that Cal acted in bad faith, and that the force majeure provision in the draft should therefore be enforced. I don't have enough information to provide an opinion. Courts have when a party act in bad faith to either "red line" (delete) or even add contractual provisions so the aggrieved party is made whole (this happens more often in UCC contracts). But obviously, to quote a force majeure provision in a draft is unusual to say the least. As for Professors; speculation that In (California), "my understanding is that parties invoking force majeure demonstrate that they made 'sufficient' or 'reasonable' efforts to avoid the consequences of the event" breaks several cardinal rules of practicing attorneys.
The first is called RTFC. R for read, t is for "the" and c for contract - you can guess F. Cal did not rightfully supply the draft agreement in the public records act request, so therefor the professor doesn't have a clue what the force majeure provision says or requires. There could be expressly all sorts of obligations or none whatsoever to mitigate the impacts. It is not even clear COVID would be a force majeure event under the provision.
Does the provision decide whether all of the impacted party's obligations are excused or only those that are directly related to the coronavirus outbreak. Does it consider whether the obligations of the non-impacted party are relieved as well. Does a contractual termination occur if a force majeure event is present or is performance simply delayed
The second rule is don't guess the law in a state that you don't practice in - hire a local expert (hey Jon, you listening?). Section 1511(2) of the Civil Code is clear that a court cannot hold a party liable for breach of contract when performance was impossible because of external forces. Not good for the professor or Cal. However, that code section doesn't apply when the parties choose to expressly determine otherwise, which means you actually have to look a the contract provision. Moreover, to make the generalization by the professor even more careless, California doesn't have a set of doctrines the look at sufficient or reasonable effort to avoid consenqucers of force majeure events (though given neither UC nor UA have control over government requirements with respect to COVID, no one probably come-up what actions either party was able to take based on this gibberish). Instead, the courts interpret the parties' intent by looking at the actual provision on a case by case basis, leading such generalizations made by the professor to be incorrect as a mater of law. The seminal state supreme court decision,Pacific Vegetable Oil, says courts should analyze whether a force majeure event made performance impossible on a case-by-case basis, and provide the remedies "under the particular circumstances."
The idea that a court will terminate the contract for de minimus sale by a third party of Nike Cal clothing doesn't pass the smell test to this old lawyer.
Bottom line is UA may or may not have an argument based on the courts willingness to find Cal negotiated the formal agreement in bad faith (no evidence that Cal did of did not) and willingness to apply a force majeure provision that none of us have read, and allow the contract to be terminated. That seems like an uphill battle on the surface, but we don't know the specific facts or what the applicable force majeure provision says.
The force majeure provision being customary is tricky. You have UA with a bunch of other contracts under other than California law (supposedly the UCLA contact is reported to have a force majeure provision, but I have not read the contract). Then you have another party, a state agency, that probably has force majeure provisions in many of its contracts (like most State agencies). I know when I was real estate counsel for a different state agency, we literally had to provide a written explanation when we varied from that Agency's standard provisions (like force majeure). I do agree with you that Calfornia courts, especially in UCC cases, do put in customary terms into contracts. We understand that, but probably few non-lawyers reading the Wilner article and the poor assessment by the Oregon expert, had any clue why UA was even raising a provision in a draft agreement that wasn't executed by either party.BearGoggles said:I agree with much of what you say, particularly the final paragraph which I think addresses the real issues: (i) will a court find that any provisions in the unsigned "Long Form Agreement" are binding; (ii) if so, are the force majeure and termination provisions in the LFA binding; and (iii) if so, what do those actually say.wifeisafurd said:
This is a fascinating look a contract negotiations that will provide a good hypothetical in the Contracts Class. For starters all those num-nuts on this board who went ballistic that Cal had never signed a "contract" with UA now know why. There was an enforceable Term Sheet (LOI) in place, and the parties couldn't agree on terms of a formal contract (called a long form agreement in the LOI).
My sense if this is far less clear than the Oregon academic presented. Term sheets are often ambiguous documents in which parties set out certain key terms of a deal, usually with the intent there will be further negotiation and documentation, and that was the case here, the LOI expressly says it is subject to the full agreement to be negotiated by the parties and even mentions which type of terms will be in that full contract. Subject to provisions discussed below, the LOI should be enforceable even with the express plan to enter a formal contract. If the material terms of the deal are there, as well as intent to be enforceable, the LOI is enforceable. And there are many provisions in the LOI that say that when signed that the LOIi is enforceable, until certain events occur, one of which is entering into a formal agreement.
But here comes alll the bad stuff the Oregon academic didn't mention. In California, an enforceable term sheet may create a duty of the parties to negotiate in good faith a final formal agreement, and failure to do so can result in adverse legal consequences. See Coplin vs. Baskins and Robbins, 117 Cal.Rptr.2d 875 (2002), which really was a game changer for lawyers who practice in this area. The duty arises from an underlying duty of good faith and fair dealing in all contracts, a somewhat unique obligation under California law, which the Oregon professor probably doesn't see much or understand. A well drafted term sheet under California law should include waivers of the implied covenant of good faith and fair dealing and reliance damages (as well as any other damages), as well as an affirmative statement that term sheet will not create an obligation to negotiate or be deemed a contract to negotiate. This one doesn't. Instead, the Term Sheet keeps referring to terms that will be flushed out in the Long Term Contract.
Which gets us to why is UA citing a force majeure provision that appears in a draft ? The professor suggest it is idiotic and Cal's response is quick to point out it makes no sense and then becomes very defensive that it tried to the long form contract with UA but couldn't come to terms. The question then becomes what really was the course of conduct in negotiations that didn't allow the partiers to complete the long form contact in over 4 years? What UA is probably arguing is that Cal acted in bad faith, and that the force majeure provision in the draft should therefore be enforced. I don't have enough information to provide an opinion. Courts have when a party act in bad faith to either "red line" (delete) or even add contractual provisions so the aggrieved party is made whole (this happens more often in UCC contracts). But obviously, to quote a force majeure provision in a draft is unusual to say the least. As for Professors; speculation that In (California), "my understanding is that parties invoking force majeure demonstrate that they made 'sufficient' or 'reasonable' efforts to avoid the consequences of the event" breaks several cardinal rules of practicing attorneys.
The first is called RTFC. R for read, t is for "the" and c for contract - you can guess F. Cal did not rightfully supply the draft agreement in the public records act request, so therefor the professor doesn't have a clue what the force majeure provision says or requires. There could be expressly all sorts of obligations or none whatsoever to mitigate the impacts. It is not even clear COVID would be a force majeure event under the provision.
Does the provision decide whether all of the impacted party's obligations are excused or only those that are directly related to the coronavirus outbreak. Does it consider whether the obligations of the non-impacted party are relieved as well. Does a contractual termination occur if a force majeure event is present or is performance simply delayed
The second rule is don't guess the law in a state that you don't practice in - hire a local expert (hey Jon, you listening?). Section 1511(2) of the Civil Code is clear that a court cannot hold a party liable for breach of contract when performance was impossible because of external forces. Not good for the professor or Cal. However, that code section doesn't apply when the parties choose to expressly determine otherwise, which means you actually have to look a the contract provision. Moreover, to make the generalization by the professor even more careless, California doesn't have a set of doctrines the look at sufficient or reasonable effort to avoid consenqucers of force majeure events (though given neither UC nor UA have control over government requirements with respect to COVID, no one probably come-up what actions either party was able to take based on this gibberish). Instead, the courts interpret the parties' intent by looking at the actual provision on a case by case basis, leading such generalizations made by the professor to be incorrect as a mater of law. The seminal state supreme court decision,Pacific Vegetable Oil, says courts should analyze whether a force majeure event made performance impossible on a case-by-case basis, and provide the remedies "under the particular circumstances."
The idea that a court will terminate the contract for de minimus sale by a third party of Nike Cal clothing doesn't pass the smell test to this old lawyer.
Bottom line is UA may or may not have an argument based on the courts willingness to find Cal negotiated the formal agreement in bad faith (no evidence that Cal did of did not) and willingness to apply a force majeure provision that none of us have read, and allow the contract to be terminated. That seems like an uphill battle on the surface, but we don't know the specific facts or what the applicable force majeure provision says.
One anecdotal point. Sometimes courts imply customary terms into an agreement and the binding Letter Agreement requires the parties to negotiate customary terms. It seems UA is going to have a hard time implying the force majeure and termination provision are "customary." Based on an article I read a while back which I'm sure is linked in this thread, it appears most UA agreements with other schools don't have FM provisions.
Since the Letter Agreement/term sheet is expressly binding and contemplates execution of a final Long Form Agreement, I think its very clear there is a mutual duty to negotiate in good faith. The Baskin & Robbins case found that duty on far lesser facts. However, as you point out, it seems neither party declared a default on this issue (at least not pre-covid) and the binding Letter Agreement provides 30 day cure rights, so based on what we know (which may be incomplete) I don't see any exposure for Cal or UA on this issue - yet.
I find it interesting that Cal did not provide notice of default to UA for its failure to negotiate. I think the reason is that: (i) Cal prefers the terms of the Letter Agreement at this point because Cal has few express obligations; and (ii) the duty to negotiate/Baskin Robbins case allows recovery of only reliance damages - not lost profits. So my guess is Cal does not want to go down that road because it could win the battle but lose the war.
Cal will have already been to a Rose Bowl?Cal84 said:
Wifey/BearGoggles - in your opinion, assuming no negotiated settlement, how long will this issue take to be resolved in court (also assume one round of appeals)?
Thanks for this. Good stuff you didnt have to take the time to type up for us.wifeisafurd said:
Section 1511(2) of the Civil Code is clear that a court cannot hold a party liable for breach of contract when performance was impossible because of external forces. Not good for ... Cal.
There is a difference between the Civil Code and a force majeure provision.LunchTime said:Thanks for this. Good stuff you didnt have to take the time to type up for us.wifeisafurd said:
Section 1511(2) of the Civil Code is clear that a court cannot hold a party liable for breach of contract when performance was impossible because of external forces. Not good for ... Cal.
The line I left quoted: How is performance impossible for UA?
UA is claiming the marketing that Cal Athletics would provide dont exist, but it seems that performance on that side is impossible because of "external forces" while UA's obligation has not been made impossible. UA is still operating, etc.
Isnt that bad for UA, not Cal?
Maybe I got lost and am not understanding what you are saying.
This is a sword vs. shield issue. Section 1511(2) is a shield - it provides liability protection to a party who cannot perform its contractual obligations due to force majeure. It doesn't necessarily allow for termination/release of liability for all contract obligations (unless as a practical matter, all contract obligations were forever prevented by FM).LunchTime said:Thanks for this. Good stuff you didnt have to take the time to type up for us.wifeisafurd said:
Section 1511(2) of the Civil Code is clear that a court cannot hold a party liable for breach of contract when performance was impossible because of external forces. Not good for ... Cal.
The line I left quoted: How is performance impossible for UA?
UA is claiming the marketing that Cal Athletics would provide dont exist, but it seems that performance on that side is impossible because of "external forces" while UA's obligation has not been made impossible. UA is still operating, etc.
Isnt that bad for UA, not Cal?
Maybe I got lost and am not understanding what you are saying.
BG makes a good point in his last paragraph. I assumed that playing sports is an obligation that Cal has under the contract. Big assumption, and not necessarily true. We don't know if that obligation is expressly stated in the draft full agreement or there is some conduct that implies such an obligation? (Read BG's last paragraph).BearGoggles said:This is a sword vs. shield issue. Section 1511(2) is a shield - it provides liability protection to a party who cannot perform its contractual obligations due to force majeure. It doesn't necessarily allow for termination/release of liability for all contract obligations (unless as a practical matter, all contract obligations were forever prevented by FM).LunchTime said:Thanks for this. Good stuff you didnt have to take the time to type up for us.wifeisafurd said:
Section 1511(2) of the Civil Code is clear that a court cannot hold a party liable for breach of contract when performance was impossible because of external forces. Not good for ... Cal.
The line I left quoted: How is performance impossible for UA?
UA is claiming the marketing that Cal Athletics would provide dont exist, but it seems that performance on that side is impossible because of "external forces" while UA's obligation has not been made impossible. UA is still operating, etc.
Isnt that bad for UA, not Cal?
Maybe I got lost and am not understanding what you are saying.
Separate from the statute, the contract can have "sword provisions" that provide a party the right to terminate the contract upon the occurrence of FM (or other) events. UA is claiming that its proposed provision in the unsigned "Final Contract" had those termination rights. Cal seems to disagree. We haven't seen the draft contract to even know what the provision says.
All of this assumes that there was a contractual obligation impacted by COVID. Cal's letter to UA made the same point you have - Covid hasn't prevented either party from performing their obligations under the signed Letter Agreement. In the signed letter agreement, Cal did not have an express obligation to field sports teams - I'm guessing the unsigned Final Contract might have (again we don't know). So we're back to the open questions of: (i) is anything in the unsigned contract binding; and/or (ii) will a court imply an obligation for Cal to field teams and, if so, does UA have a termination right.
Wow, Cal is a far better position for having not signed a long form contract. At least BG and I get a better look at what UA would have to allege would be in the Cal contract. Better hold your thunder until you see UA's answer.BearSD said:
Cal better get its own lawsuit on file and press it to a conclusion asap.
Wouldn't want to get caught holding the bag in case of an Under Armour bankruptcy.
Uh, hope UCLA's lawyers don't have this on a contingency.bevans said:
I uploaded a copy of the full complaint if anyone wants to wants to relive their 1L contracts law days: Regents (UCLA) v Under Armour, Inc.
The obligation to play 50% of "scheduled" games is subject to Force Majeure (Paragraph 42 of the Complaint). I think UCLA has a decent argument that FM eliminates the 50% requirement entirety, so it is not in default, and that a game cancelled by the NCAA is no longer "scheduled." Not entirely clear how this interacts with the general FM provision, but these are decent arguments.wifeisafurd said:Uh, hope UCLA's lawyers don't have this on a contingency.bevans said:
I uploaded a copy of the full complaint if anyone wants to wants to relive their 1L contracts law days: Regents (UCLA) v Under Armour, Inc.
While they tried to throw a lot of mud about UA's finical issues (makes good headlines), the contract said each UCLA core team must play 50% of its scheduled games (core teams being defined as football, men's and women's basketball). Expect an anticipatory breach claim in the response brief. You really can't gauge these things at this stage, or know what strategies the parties are employing, but the terms of the contract laid out in the complaint are not all that favorable as made out in the media.
Cal in a much different position than UCLA, at the risk of understatement.
Edit: as more information comes out, expect different analysis from the lawyer types.
Yes, I saw that and then there was the general FM. So UCLA has to convince the court one FM applies for it, and that the other FM doesn't help UA. And you see why I say that the contract language was not the as one-sided as represented by UCLA in the media?BearGoggles said:The obligation to play 50% of "scheduled" games is subject to Force Majeure (Paragraph 42 of the Complaint). I think UCLA has a decent argument that FM eliminates the 50% requirement entirety, so it is not in default, and that a game cancelled by the NCAA is no longer "scheduled." Not entirely clear how this interacts with the general FM provision, but these are decent arguments.wifeisafurd said:Uh, hope UCLA's lawyers don't have this on a contingency.bevans said:
I uploaded a copy of the full complaint if anyone wants to wants to relive their 1L contracts law days: Regents (UCLA) v Under Armour, Inc.
While they tried to throw a lot of mud about UA's finical issues (makes good headlines), the contract said each UCLA core team must play 50% of its scheduled games (core teams being defined as football, men's and women's basketball). Expect an anticipatory breach claim in the response brief. You really can't gauge these things at this stage, or know what strategies the parties are employing, but the terms of the contract laid out in the complaint are not all that favorable as made out in the media.
Cal in a much different position than UCLA, at the risk of understatement.
Edit: as more information comes out, expect different analysis from the lawyer types.
Perhaps a read of UCLA contractual obligations (as set out in the posted brief below) might suggest that UA was a defensible position, and it is UCLA that will need to invoke protection of a force majeure clause. I still do not get the attempted termination of Cal's term sheet contract.Sebastabear said:Not sure I get your point here '71. UA isn't suing Cal - They don't need to. They've just told Cal they aren't going to follow through on their contractual obligations. And yes, I know for a fact that has happened. If anyone is suing anyone (and we are) it's going to be Cal suing UA.71Bear said:Did UA sue Cal? If so, why hasn't that information been made public?wifeisafurd said:
is it just Cal and UCLA? If so, wonder why? The contract with UCLA is substantial. Cal's is not. You wonder why Cal even would be on the radar given the size of other UA contracts. Again, I wonder if this reflects on the possibility of no football for the California schools, when everyone else is playing. The money for sponsors is in football. Otherwise, why would Cal be so unprofitable? It is not like UA is paying Cal the big bucks.
Otherwise, this is "sound and fury, signifying nothing" other than the schadenfreude re: UCLA's problem (just one of many at this particular time). Heck, earlier this year, the AD had to borrow (with interest) $18.9 from the UCLA General Fund to cover the Athletic Dept. deficit.
UA's legal position is indefensible. There is zero chance that Cal and UCLA have different force majeure clauses than Notre Dame, etc. These things are boilerplate. They can't pick which contracts they want to terminate because of an act of God affecting the entire world.
To WIAF's speculation that UA is terminating the California schools only because we won't be playing football and everyone else will, I'd note they kept Utah and there is zero chance some Pac-12 schools are going to have a season and others aren't - the conference has already agreed it's all for one in this. If California (the state) goes completely bonkers there are plans to work around that including playing games elsewhere.
But even if that were the case, this decision is premature by several weeks. No one (including Cal and UCLA themselves) know what is happening with football this season yet. UA certainly doesn't have some inside scoop they are using to buttress their position.
This is just a renegotiating ploy. They made a bad deal and don't like it. Let the games begin.
Yeah clearly our understanding of things changed from the time of my post in June. Must admit I had no idea Cal not only didn't have the same contract as UA but didn't even have a contract period. Didn't see that one coming. Of course to be fair, it also seemed to be news to the folks in the Cal legal department when it broke.wifeisafurd said:Perhaps a read of UCLA contractual obligations (as set out in the posted brief below) might suggest that UA was a defensible position, and it is UCLA that will need to invoke protection of a force majeure clause. I still do not get the attempted termination of Cal's term sheet contract.Sebastabear said:Not sure I get your point here '71. UA isn't suing Cal - They don't need to. They've just told Cal they aren't going to follow through on their contractual obligations. And yes, I know for a fact that has happened. If anyone is suing anyone (and we are) it's going to be Cal suing UA.71Bear said:Did UA sue Cal? If so, why hasn't that information been made public?wifeisafurd said:
is it just Cal and UCLA? If so, wonder why? The contract with UCLA is substantial. Cal's is not. You wonder why Cal even would be on the radar given the size of other UA contracts. Again, I wonder if this reflects on the possibility of no football for the California schools, when everyone else is playing. The money for sponsors is in football. Otherwise, why would Cal be so unprofitable? It is not like UA is paying Cal the big bucks.
Otherwise, this is "sound and fury, signifying nothing" other than the schadenfreude re: UCLA's problem (just one of many at this particular time). Heck, earlier this year, the AD had to borrow (with interest) $18.9 from the UCLA General Fund to cover the Athletic Dept. deficit.
UA's legal position is indefensible. There is zero chance that Cal and UCLA have different force majeure clauses than Notre Dame, etc. These things are boilerplate. They can't pick which contracts they want to terminate because of an act of God affecting the entire world.
To WIAF's speculation that UA is terminating the California schools only because we won't be playing football and everyone else will, I'd note they kept Utah and there is zero chance some Pac-12 schools are going to have a season and others aren't - the conference has already agreed it's all for one in this. If California (the state) goes completely bonkers there are plans to work around that including playing games elsewhere.
But even if that were the case, this decision is premature by several weeks. No one (including Cal and UCLA themselves) know what is happening with football this season yet. UA certainly doesn't have some inside scoop they are using to buttress their position.
This is just a renegotiating ploy. They made a bad deal and don't like it. Let the games begin.
Our knowledge is changing a lot (thanks to Wilner and others providing documents), so let me clarify. Cal does have a binding term sheet. The document says it is a binding contract until the infamous full length contract is negotiated and executed and replaces the same. Cal has been in negotiations with UA, but UA has not signed the full length contract. There is a bunch of analysis/speculation by BI lawyers here if a court would look at what has been negotiated, rather than just the term sheet.Sebastabear said:Yeah clearly our understanding of things changed from the time of my post in June. Must admit I had no idea Cal not only didn't have the same contract as UA but didn't even have a contract period. Didn't see that one coming. Of course to be fair, it also seemed to be news to the folks in the Cal legal department when it broke.wifeisafurd said:Perhaps a read of UCLA contractual obligations (as set out in the posted brief below) might suggest that UA was a defensible position, and it is UCLA that will need to invoke protection of a force majeure clause. I still do not get the attempted termination of Cal's term sheet contract.Sebastabear said:Not sure I get your point here '71. UA isn't suing Cal - They don't need to. They've just told Cal they aren't going to follow through on their contractual obligations. And yes, I know for a fact that has happened. If anyone is suing anyone (and we are) it's going to be Cal suing UA.71Bear said:Did UA sue Cal? If so, why hasn't that information been made public?wifeisafurd said:
is it just Cal and UCLA? If so, wonder why? The contract with UCLA is substantial. Cal's is not. You wonder why Cal even would be on the radar given the size of other UA contracts. Again, I wonder if this reflects on the possibility of no football for the California schools, when everyone else is playing. The money for sponsors is in football. Otherwise, why would Cal be so unprofitable? It is not like UA is paying Cal the big bucks.
Otherwise, this is "sound and fury, signifying nothing" other than the schadenfreude re: UCLA's problem (just one of many at this particular time). Heck, earlier this year, the AD had to borrow (with interest) $18.9 from the UCLA General Fund to cover the Athletic Dept. deficit.
UA's legal position is indefensible. There is zero chance that Cal and UCLA have different force majeure clauses than Notre Dame, etc. These things are boilerplate. They can't pick which contracts they want to terminate because of an act of God affecting the entire world.
To WIAF's speculation that UA is terminating the California schools only because we won't be playing football and everyone else will, I'd note they kept Utah and there is zero chance some Pac-12 schools are going to have a season and others aren't - the conference has already agreed it's all for one in this. If California (the state) goes completely bonkers there are plans to work around that including playing games elsewhere.
But even if that were the case, this decision is premature by several weeks. No one (including Cal and UCLA themselves) know what is happening with football this season yet. UA certainly doesn't have some inside scoop they are using to buttress their position.
This is just a renegotiating ploy. They made a bad deal and don't like it. Let the games begin.
UCLA Athletics can proceed with its lawsuit against Under Armour after the Baltimore brand backed out of a record $280 million contract to outfit athletes, a judge ruled Wednesday.https://t.co/qZbYT6k4jL
— The Baltimore Sun (@baltimoresun) August 27, 2021
All the judge did today was dismiss a summary judgment motion bu UA. UA tried to claim without providing evidence that would occur in a trail that the force majeure provision in the contract should apply. The judge rightfully said he was "unable to determine whether Under Armour's right to terminate under force majeure was triggered by the pandemic." Basically UA said the word pandemic a lot, but you still have to show that a force majeure event, like a pandemic, makes the agreement impossible or impractical. The Court found that requires evidence that only can be demonstrated at trial.okaydo said:UCLA Athletics can proceed with its lawsuit against Under Armour after the Baltimore brand backed out of a record $280 million contract to outfit athletes, a judge ruled Wednesday.https://t.co/qZbYT6k4jL
— The Baltimore Sun (@baltimoresun) August 27, 2021