MEGA Conference Realignment and lawsuits Megathread: Stories, Tales, Lies, and Exaggerations

[Rickd]

So what? The amendment was just changing the date ESPN had the opportunity to opt out of the agreement. Okay, let's say they rule the amendment is now void. Why would that nullify the original agreement AND GOR on 6/2/27?

It would just mean that ESPN missed their opportunity to opt out in 2021. I don't see how it eliminates the original agreement because an amendment gets thrown out, especially an amendment that has NO effect on what the ACC provides in the original agreement. Either ESPN can immediately choose to opt out OR they missed their opportunity to opt out and the agreement continues on until 2036.

Now, could FSU, Clemson, or any other school get out by stating the ACC broke its own by-laws and they should be able to get out of their agreement to be in the ACC? I could see that. That's a separate issue from the media agreement though.

There is no option to 'OPT OUT'. The ESPN media agreement that was signed by both ESPN and the ACC Conference TERMINATES ON JUNE 30, 2027 , and that is confirmed in the ESPN media agreement document that was delivered to the AG. The option to extend the agreement (opt in) was part of that document and it stated "the option to extend this media agreement must be executed by ESPN no later than 2 years from the launch date of the ACCN" which was August 2019. Period. That is contract that was binding the ACC members when they signed the GOR in 2016. The ESPN actual media commitment WAS NEVER beyond 2027, and the ACC misrepresented that fact TO the ACC members, and told members that they need to sign a GOR, to support the ESPN media agreement until 2036.

Philips signed a NEW DOCUMENT that is titled "AMENDMENT TO MEDIA AGREEMENT ....". It is a formal amendment, a totally new document that, according to ACC bylaws requires 2/3rds member approval.

Swofford and Phillips have been misleading the ACC conference members regarding the realities of both the media agreement and the GOR. Since the GOR states that it exists specifically to support the ESPN media agreement, BOTH currently end on June 30, 2027, there is debate over the legality of the NEW "option to extend" amendment that Phillips signed in August 2021, and many have taken the position that in order to have any ESPN deal beyond 6/30/27 both a new media deal and new GOR will have to be approved. This is why we have stated repeatedly that a judge's ruling will be required.

 

[Empirical Cane]

Everyone seems to be TALKING their book…

… which means it’s probably GRAY or lacks more FACTs. Stop talking DEFINITVELY

OG knows whats up!

He understandes that I'm always right and everyone else is full of mierda.

#RealRecognizesReal

 

[CaneinBroward]

There is no option to 'OPT OUT'. The ESPN media agreement that was signed by both ESPN and the ACC Conference TERMINATES ON JUNE 30, 2027 , and that is confirmed in the ESPN media agreement document that was delivered to the AG. The option to extend the agreement (opt in) was part of that document and it stated "the option to extend this media agreement must be executed by ESPN no later than 2 years from the launch date of the ACCN" which was August 2019. Period. That is contract that was binding the ACC members when they signed the GOR in 2016. The ESPN actual media commitment WAS NEVER beyond 2027, and the ACC misrepresented that fact TO the ACC members, and told members that they need to sign a GOR, to support the ESPN media agreement until 2036.

Philips signed a NEW DOCUMENT that is titled "AMENDMENT TO MEDIA AGREEMENT ....". It is a formal amendment, a totally new document that, according to ACC bylaws requires 2/3rds member approval.

Swofford and Phillips have been misleading the ACC conference members regarding the realities of both the media agreement and the GOR. Since the GOR states that it exists specifically to support the ESPN media agreement, BOTH currently end on June 30, 2027, there is debate over the legality of the "option to extend", and many have taken the position that in order to have any ESPN deal beyond 6/30/27 both a new media deal and new GOR will have to be approved. This is why we have stated repeatedly that a judge's ruling will be required.

Read my later posts. I acknowledged my misinterpretation of ESPN's option to extend.

I wouldn't put my eggs all in one basket that ESPN's right to opt-in will be thrown out by the court though, unless it can be proven they had knowledge that Phillips could not sign the amendment beforehand. Do you think ESPN required proof of the 2/3 vote on prior agreements and amendments since 2010, but skipped this amendment for some reason?

IF Phillips signed the amendment against ACC bylaws, why isn't FSU going after their freedom by stating the ACC breached its contract with FSU by breaking its own bylaws? It just seems more of a slam dunk case to me than trying to get a court to throw out ESPN's right to opt-in to extending the TV contract through 2036.

 

[Rickd]

Read my later posts. I acknowledged my misinterpretation of ESPN's option to extend.

I wouldn't put my eggs all in one basket that ESPN's right to opt-in will be thrown out by the court though, unless it can be proven they had knowledge that Phillips could not sign the amendment beforehand. Do you think ESPN required proof of the 2/3 vote on prior agreements and amendments since 2010, but skipped this amendment for some reason?

IF Phillips signed the amendment against ACC bylaws, why isn't FSU going after their freedom by stating the ACC breached its contract with FSU by breaking its own bylaws? It just seems more of a slam dunk case to me than trying to get a court to throw out ESPN's right to opt-in to extending the TV contract through 2036.

The ACC GOR/Media agreement is being challenged on several fronts and it took getting physical copies of the ESPN media agreement as an initial step to have an actual document and wording to reference in a court filing.

Phillips has maintained that everything (media agreement and GOR) were both to 2036. After getting the actual media agreement is now confirmed that he misrepresented the reality to mislead members.

The four "facts" that both Clemson and FSU appear to be focused on are:

-Media agreement term is until June 30, 2027, and as the GOR explicitly states is exists specifically to support the ESPN media agreement
the current GOR also ends on that date.

-Phillips was not authorized to unilaterally sign AN AMENDMENT to the ACC media agreement without 2/3rds member approval.

-The ACC breached is contract with ACC members by a). unauthorized signing of an AMENDMENT to the media agreement and b). By
suing FSU without member approval.

-"Reportedly" the ESPN media agreement also states that the media agreement is effective only as long as a school remains a member
of the conference. That was the main basis of the Clemson law suit filing ... they agree that the GOR is in effect ... until the 2027 term of
the media agreement ... and they state that their interpretation of the ESPN media agreement is that once they leave the conference their
FUTURE media rights go with them. This is the issue that both FSU and CU are potentially hoping for a Summary Judgment that would
basically end both law suits (which would be appealed) and would be the "get out of jail free" card for all ACC members (leaving only some
ACC exit fee to be negotiated).

Another issue is ESPN, their desire, or lack thereof, of continuing the ACCN, and the debate over how exactly the composition clause in the media agreement works. Some believe that the composition clause is a flat "minimum 15 schools in the conference" and as long as that is maintained the current media agreement remains in tact until the end of the 2027 agreement. Others believe that the addition or subtraction of 2 or more schools gives ESPN the right to elect to modify the agreement. One group holds that in the event FSU / Clemson announce their departure, ESPN can then choose to reduce the media payout or possibly even "opt out" after they do leave.

 

[Hold My Beer]

The ACC GOR/Media agreement is being challenged on several fronts and it took getting physical copies of the ESPN media agreement as an initial step to have an actual document and wording to reference in a court filing.

Phillips has maintained that everything (media agreement and GOR) were both to 2036. After getting the actual media agreement is now confirmed that he misrepresented the reality to mislead members ...

Appreciate this info.

JMO, but he resolution here will arrive sooner than many expect as 2025 will be the last season of ACC Football as we know it

 

[Gennaker Cane]

The ACC GOR/Media agreement is being challenged on several fronts and it took getting physical copies of the ESPN media agreement as an initial step to have an actual document and wording to reference in a court filing.

Phillips has maintained that everything (media agreement and GOR) were both to 2036. After getting the actual media agreement is now confirmed that he misrepresented the reality to mislead members.

The four "facts" that both Clemson and FSU appear to be focused on are:

-Media agreement term is until June 30, 2027, and as the GOR explicitly states is exists specifically to support the ESPN media agreement
the current GOR also ends on that date.

-Phillips was not authorized to unilaterally sign AN AMENDMENT to the ACC media agreement without 2/3rds member approval.

-The ACC breached is contract with ACC members by a). unauthorized signing of an AMENDMENT to the media agreement and b). By
suing FSU without member approval.

-"Reportedly" the ESPN media agreement also states that the media agreement is effective only as long as a school remains a member
of the conference. That was the main basis of the Clemson law suit filing ... they agree that the GOR is in effect ... until the 2027 term of
the media agreement ... and they state that their interpretation of the ESPN media agreement is that once they leave the conference their
FUTURE media rights go with them. This is the issue that both FSU and CU are potentially hoping for a Summary Judgment that would
basically end both law suits (which would be appealed) and would be the "get out of jail free" card for all ACC members (leaving only some
ACC exit fee to be negotiated).

Another issue is ESPN, their desire, or lack thereof, of continuing the ACCN, and the debate over how exactly the composition clause in the media agreement works. Some believe that the composition clause is a flat "minimum 15 schools in the conference" and as long as that is maintained the current media agreement remains in tact until the end of the 2027 agreement. Others believe that the addition or subtraction of 2 or more schools gives ESPN the right to elect to modify the agreement. One group holds that in the event FSU / Clemson announce their departure, ESPN can then choose to reduce the media payout or possibly even "opt out" after they do leave.

Serious question, not trying to start **** or anything: Do you really think any of the ACC schools who approved the 2016 media agreement with the ACC did not have counsel or someone review the agremeent itself? I find it next to impossible to believe any school would be so reckless as to tell Phillips to sign off on a 10 or a 20 year agremeent without reviewing the same agremeent. The presidents who would have signed are simply not that stupid to put blind faith in the ACC Commissioner's representations.
I think the more likely scenario is that everyone reivewed the agrement in 2016 before signing, and everyone knew that the agremeent only lasted 20 years if ESPN agreed (call it an opt in or opt out, I see the terms as a distinction without a difference, but that's just me) to exercise it's right to extend the contract until 2036. Every school was likely aware of the trigger date for ESPN's option (2021 based on the original agremeent), thus I find it extemely unlikely that Phillips would have signed this agreement without consulting with someone. Whether that was the Executive Committee, the ACC General Counsel, the ACC presidents (by email), or some combination of the above, he knew damned well that someone would be asking about ESPN's decision.
But again, none of us know the facts yet, and that's just my opinion.

 

[Rickd]

Serious question, not trying to start **** or anything: Do you really think any of the ACC schools who approved the 2016 media agreement with the ACC did not have counsel or someone review the agremeent itself? I find it next to impossible to believe any school would be so reckless as to tell Phillips to sign off on a 10 or a 20 year agremeent without reviewing the same agremeent. The presidents who would have signed are simply not that stupid to put blind faith in the ACC Commissioner's representations.
I think the more likely scenario is that everyone reivewed the agrement in 2016 before signing, and everyone knew that the agremeent only lasted 20 years if ESPN agreed (call it an opt in or opt out, I see the terms as a distinction without a difference, but that's just me) to exercise it's right to extend the contract until 2036. Every school was likely aware of the trigger date for ESPN's option (2021 based on the original agremeent), thus I find it extemely unlikely that Phillips would have signed this agreement without consulting with someone. Whether that was the Executive Committee, the ACC General Counsel, the ACC presidents (by email), or some combination of the above, he knew damned well that someone would be asking about ESPN's decision.
But again, none of us know the facts yet, and that's just my opinion.

Not ONE ACC program currently has even a file copy of the ACC media agreement and they were not signatories to the agreement ... that was between the ACC and ESPN. In order to even see the ESPN media agreement FSU and Clemson attorneys had to travel to Charlotte, NC, and were permitted to read the agreement ... accompanied by an ACC staffer. They were not permitted to take notes while reading the agreement or make copies or take photos of the ESPN media agreement. The documents were released to the FL AG and to the Clemson and FSU courts only after complying with court orders and were delivered on the condition of confidentiality. So I would venture to say ... no ... the ACC members did not have the ESPN media agreement in their possession for legal staff to review prior to the ACC signing the deal.

 

[Hold My Beer]

In order to even see the ESPN media agreement FSU and Clemson attorneys had to travel to Charlotte, NC, and were permitted to read the agreement ... accompanied by an ACC staffer. They were not permitted to take notes while reading the agreement or make copies or take photos of the ESPN media agreement.

Absurd the levels Jim Phillips has gone to hold this crapola conference together

 

[coffeecane]

Serious question, not trying to start **** or anything: Do you really think any of the ACC schools who approved the 2016 media agreement with the ACC did not have counsel or someone review the agremeent itself? I find it next to impossible to believe any school would be so reckless as to tell Phillips to sign off on a 10 or a 20 year agremeent without reviewing the same agremeent. The presidents who would have signed are simply not that stupid to put blind faith in the ACC Commissioner's representations.
I think the more likely scenario is that everyone reivewed the agrement in 2016 before signing, and everyone knew that the agremeent only lasted 20 years if ESPN agreed (call it an opt in or opt out, I see the terms as a distinction without a difference, but that's just me) to exercise it's right to extend the contract until 2036. Every school was likely aware of the trigger date for ESPN's option (2021 based on the original agremeent), thus I find it extemely unlikely that Phillips would have signed this agreement without consulting with someone. Whether that was the Executive Committee, the ACC General Counsel, the ACC presidents (by email), or some combination of the above, he knew damned well that someone would be asking about ESPN's decision.
But again, none of us know the facts yet, and that's just my opinion.

I don't think there is a question of the legality of the media rights agreement. We all agree that agreement seems good.

I think the question is the one page amendment that extended the date allows ESPN to extend the agreement. ASSUMING that Phillips did not get the 2/3 approval (he may well have but this scenario assumes he didn't) is the amendment enforceable (ie does ESPN still have until Feb 2025 to determine if they want to extend the agreement to 2036.)

I have no doubt ESPN will rightly argue that they can assume Phillips has the right to execute that on behalf of the ACC.

My point is that if they have still not executed their right to extend the agreement, but NOW know that Phillips did not have authority, then they can't legally enforce this extension as they know it was executed without proper authority. Of course any consideration given to the ACC to get this extension would need to be considered. In the one page document I didn't see any consideration raised. I do understand it was redacted in areas so not sure.

 

[TooColdToHold]

Not ONE ACC program currently has even a file copy of the ACC media agreement and they were not signatories to the agreement ... that was between the ACC and ESPN. In order to even see the ESPN media agreement FSU and Clemson attorneys had to travel to Charlotte, NC, and were permitted to read the agreement ... accompanied by an ACC staffer. They were not permitted to take notes while reading the agreement or make copies or take photos of the ESPN media agreement. The documents were released to the FL AG and to the Clemson and FSU courts only after complying with court orders and were delivered on the condition of confidentiality. So I would venture to say ... no ... the ACC members did not have the ESPN media agreement in their possession for legal staff to review prior to the ACC signing the deal.

If that’s the case then it means the ACC negotiated the deal on behalf of its members without their review or signatures. That means that the conference would probably also have the right to make amendments without approval from their members.

 

[CaneinBroward]

Not ONE ACC program currently has even a file copy of the ACC media agreement and they were not signatories to the agreement ... that was between the ACC and ESPN. In order to even see the ESPN media agreement FSU and Clemson attorneys had to travel to Charlotte, NC, and were permitted to read the agreement ... accompanied by an ACC staffer. They were not permitted to take notes while reading the agreement or make copies or take photos of the ESPN media agreement. The documents were released to the FL AG and to the Clemson and FSU courts only after complying with court orders and were delivered on the condition of confidentiality. So I would venture to say ... no ... the ACC members did not have the ESPN media agreement in their possession for legal staff to review prior to the ACC signing the deal.

The only item being questioned regarding the 2/3 majority needed to sign is the amendment Phillips signed in 2021 pushing back the opt-in date for ESPN. It seems to me that would indicate the original agreement signed in 2016 DID have the 2/3 majority approve. IF that is the case, do you think the schools agreed to give approval without seeing the agreement? And IF they did blindly give approval for the 2016 agreement to be signed by Swofford (at the time), how could the ACC be held responsible for their members' negligence regarding that agreement?

 

[Gennaker Cane]

Not ONE ACC program currently has even a file copy of the ACC media agreement and they were not signatories to the agreement ... that was between the ACC and ESPN. In order to even see the ESPN media agreement FSU and Clemson attorneys had to travel to Charlotte, NC, and were permitted to read the agreement ... accompanied by an ACC staffer. They were not permitted to take notes while reading the agreement or make copies or take photos of the ESPN media agreement. The documents were released to the FL AG and to the Clemson and FSU courts only after complying with court orders and were delivered on the condition of confidentiality. So I would venture to say ... no ... the ACC members did not have the ESPN media agreement in their possession for legal staff to review prior to the ACC signing the deal.

We know that 2/3 of the conference voted for the agreement in 2016. Virtual meetings were possible, but something this big likely would have been done at an in-person meeting, thus the agreement would not have had to leave the meeting room to be reviewed. And every school has the right to review the agremeent, they just can't take a copy with them or make notes (the latter makes zero sense to me, but that's another story.) I can't imagine that anyone agreeing to something this big, especially after 2 schools had recently left the ACC, would have given the former commissioner their proxy to sign without reviewing the document. Anything is possible, though, we won't know for sure until facts are uncovered in discovery.

 

[CaneinBroward]

I don't think there is a question of the legality of the media rights agreement. We all agree that agreement seems good.

I think the question is the one page amendment that extended the date allows ESPN to extend the agreement. ASSUMING that Phillips did not get the 2/3 approval (he may well have but this scenario assumes he didn't) is the amendment enforceable (ie does ESPN still have until Feb 2025 to determine if they want to extend the agreement to 2036.)

I have no doubt ESPN will rightly argue that they can assume Phillips has the right to execute that on behalf of the ACC.

My point is that if they have still not executed their right to extend the agreement, but NOW know that Phillips did not have authority, then they can't legally enforce this extension as they know it was executed without proper authority. Of course any consideration given to the ACC to get this extension would need to be considered. In the one page document I didn't see any consideration raised. I do understand it was redacted in areas so not sure.

Unless they can prove ESPN was aware of the ineligibility of Phillips to sign the amendment PRIOR to when it was signed, don't you think the court will at least give ESPN the opportunity to use their right to opt-in immediately? ESPN was the only party that had something of value affected by the amendment. It is ESPN's decision to add the additional 10 years or not. The ACC just allowed them to delay that decision to a later date.

 

[Rickd]

The only item being questioned regarding the 2/3 majority needed to sign is the amendment Phillips signed in 2021 pushing back the opt-in date for ESPN. It seems to me that would indicate the original agreement signed in 2016 DID have the 2/3 majority approve. IF that is the case, do you think the schools agreed to give approval without seeing the agreement? And IF they did blindly give approval for the 2016 agreement to be signed by Swofford (at the time), how could the ACC be held responsible for their members' negligence regarding that agreement?

The members obviously were NOT aware of the details of the media agreement and were only signatories to the GOR. Clemson, now being aware of the specifics of the media agreement is taking the position that THEY AGREE with the terms of the agreement ... it ends on June 30, 2026, so does the GOR that exists expressly to support the ESPN media agreement, and it also states that it is only binding so long as a school is a member of the conference. That is apparently the reason that the ACC was trying to keep the document hidden ... because it actually is the roadmap for programs to leave the conference. Another issue is the belief that it is highly probable that ESPN has no intention whatsoever of even wanting to extend the current agreement even if they were permitted.

 

[Rickd]

Unless they can prove ESPN was aware of the ineligibility of Phillips to sign the amendment PRIOR to when it was signed, don't you think the court will at least give ESPN the opportunity to use their right to opt-in immediately? ESPN was the only party that had something of value affected by the amendment. It is ESPN's decision to add the additional 10 years or not. The ACC just allowed them to delay that decision to a later date.

ESPN could have opted in in 2021 and declined. Their supposed option expires on 2/2/25 and so far they have made no attempt to "opt in". It is highly likely that ESPN, who was totally against the addition of CAL/STAN/SMU, will not extend as their announced focus "is to be 100% all in on investing in the SEC". Plus, an ACC sans FSU / Clemson has a media value roughly 40% less than the current value.

 

[CaneinBroward]

I don't think there is a question of the legality of the media rights agreement. We all agree that agreement seems good.

I think the question is the one page amendment that extended the date allows ESPN to extend the agreement. ASSUMING that Phillips did not get the 2/3 approval (he may well have but this scenario assumes he didn't) is the amendment enforceable (ie does ESPN still have until Feb 2025 to determine if they want to extend the agreement to 2036.)

I have no doubt ESPN will rightly argue that they can assume Phillips has the right to execute that on behalf of the ACC.

My point is that if they have still not executed their right to extend the agreement, but NOW know that Phillips did not have authority, then they can't legally enforce this extension as they know it was executed without proper authority. Of course any consideration given to the ACC to get this extension would need to be considered. In the one page document I didn't see any consideration raised. I do understand it was redacted in areas so not sure.

Don't you think that ESPN is waiting for the judge to officially rule as to whether or not Phillips had the authority or not to sign the amendment? If the court rules he did not have the authority, do you think they would rule ESPN loses their opt-in decision if they signed that amendment in good faith? Why should ESPN lose its rights in the agreement if that is the case?

 

[coffeecane]

Unless they can prove ESPN was aware of the ineligibility of Phillips to sign the amendment PRIOR to when it was signed, don't you think the court will at least give ESPN the opportunity to use their right to opt-in immediately? ESPN was the only party that had something of value affected by the amendment. It is ESPN's decision to add the additional 10 years or not. The ACC just allowed them to delay that decision to a later date.

I agree this is gray area. I think consideration plays into it. But this is where the legal system comes into play. Nothing is black and white and it is really messy. ESPN would prob be better off trying to negotiate a new agreement with whoever is left in the ACC after 2026.

 

[CaneinBroward]

ESPN could have opted in in 2021 and declined. Their supposed option expires on 2/2/25 and so far they have made no attempt to "opt in". It is highly likely that ESPN, who was totally against the addition of CAL/STAN/SMU, will not extend as their announced focus "is to be 100% all in on investing in the SEC". Plus, an ACC sans FSU / Clemson has a media value roughly 40% less than the current value.

No, they didn't decline to opt-in in 2021. They signed what they thought was a legitimate extension of that decision date to February 2025 through the amendment they signed with Phillips.

And again, it's ESPN's decision to make as far as opting in. You're making the assumption as to how ESPN will decide. They probably will decide to opt out. Then again, if the court rules the ACC did not breach its contract with its members as to how the amendment was signed, who's to say ESPN doesn't opt-in if the SEC has no interest in adding FSU and Clemson at this time? They may decide it is better to lock them into the ACC and prevent them from going to the B1G and Fox. Although, extremely doubtful as they would be paying for the dead weight of WF, BC, etc.

 

[CaneinBroward]

I agree this is gray area. I think consideration plays into it. But this is where the legal system comes into play. Nothing is black and white and it is really messy. ESPN would prob be better off trying to negotiate a new agreement with whoever is left in the ACC after 2026.

Agreed. And frankly, unless the court determines ESPN ceded its right to opt-in by knowingly accepting a fraudulently signed amendment, it is quickly becoming a moot point. The amended opt-in date is about 6 months away.

 

[Hold My Beer]

ESPN would prob be better off trying to negotiate a new agreement with whoever is left in the ACC after 2026.

Won't be enough remaining once the dam breaks.

Pete Thamel said in December that UNC and UVA were the SEC's top targets — and, echo chamber or not, it's been repeated but not repudiated in "mainstream media" since that time.

We really haven't heard a peep from either NC State's or VA Tech's administration about concerns or threats wrt being left behind by their in-state "big brothers" ... there was a few rumblings from the North Carolina legislature but those were quickly put to rest.

Would be more surprising than not if the so called Magificent 7 schools hadn't laid the groundwork and covered their bases for if/when the ACC implodes.

Way too important to just to scramble after the fact