Can UCLA be forced to stay at Rose Bowl? Legal scholars weigh in
If the jurists set a betting line on Rose Bowl vs. UCLA, this could be a pick.
It’s possible that a judge or arbitrator in this high-stakes breach of contract case could award damages to the Rose Bowl and the city of Pasadena based on a projected loss of revenue over the term of a lease that runs through June 2044, allowing the Bruins to abandon their longtime football home for SoFi Stadium.
In another scenario, this judge or arbitrator considers the possibility of resounding success under new coach Bob Chesney, leading to a packed stadium, and believes there is no way to reasonably calculate damages, given that the team’s long-standing attendance problems do not provide a reliable model for future revenue. In that case, UCLA would most likely be forced to stay in the Rose Bowl.
“Either way, I don’t think it’s a sure thing,” said Russell Korobkin, a UCLA law professor who specializes in contracts and one of three legal experts who spoke to the Times about the case. “I wouldn’t want to bet on the outcome.”
Rose Bowl operators say UCLA must be forced to honor its contract after stadium operators took on debt to begin renovations at the request of the Bruins.
(Eric Thayer/Los Angeles Times)
There’s more at stake than where UCLA football fans will spend their fall Saturdays.
Lawyers for the Rose Bowl and the city of Pasadena say UCLA’s attempts to relocate represent “a profound betrayal of trust” and that the team’s departure would inflict “irreparable harm” for which money alone could not adequately compensate the stadium and surrounding community.
Opposing counsel asserts that UCLA has not violated any agreement and is only considering all options to ensure a path to financial viability in a rapidly changing college sports landscape. Publicly, the school has said it has not made a decision about its future football field.
In all likelihood, the case will result in one of two outcomes, according to legal experts. Either UCLA writes a huge check to the Rose Bowl and the city of Pasadena, allowing the Bruins to move to SoFi Stadium, or it is forced to stay in the Rose Bowl.
Given that UCLA has played in its current home since 1982, Korobkin said, it might be possible to reasonably calculate the loss of revenue over the last 18 seasons of the lease. But those calculations could be complicated by the construction of a $30 million clubhouse in the south end zone as part of a revenue-sharing deal between the Rose Bowl and UCLA.
While UCLA will receive revenue from new, wider seats associated with a clubhouse expected to be completed before next season, the Rose Bowl will be able to sell those seats at a higher price for concerts and other events.
“Since these do not currently exist,” Korobkin said of the seats, “it would be more difficult to predict how much revenue the Rose Bowl would lose if it could not sell these seats.”
The city of Pasadena claimed that a departure from UCLA would result in intangible damage to its reputation that may be impossible to quantify. There’s also no way of knowing how many more fans could fill a home stadium to see a team contend for an appearance in the College Football Playoff after the Bruins went more than a quarter-century without even a conference championship.
“The uncertainty of the future is an argument for specific performance rather than just liquidated damages,” Korobkin said, “but the problem exists in many, many cases of breach of contract: You are never sure how much revenue you lose as a result of the breach.”
Another factor that could be determining is the duration of the contract.
UCLA linebacker Jonjon Vaughns waves to fans as he leaves the field after a game against Washington in the Rose Bowl on November 22.
(Eric Thayer/Los Angeles Times)
Paul Haagen, co-director of Duke’s Center for Sports Law and Policy, who specializes in contracts, the social history of law and law, and sports, said that if UCLA’s lease were to expire in a few years, a judge or arbitrator would most likely force the school to remain in the Rose Bowl via a legal condition known as specific performance.
“The fact that it’s 1944 is a huge deal,” Haagen said, referring to the contract’s expiration date.
In whose favor?
“In favor of [a judge or arbitrator] thinking that ‘A, we’re not going to mandate specific performances,’ Haagen said, ‘because it’s now taking a very long time to apply your judgment and it’s probably going to make it more difficult – perhaps even moving towards the implausible – for UCLA to be able to operate in this environment’ given the athletic department’s recent deficits that necessitated a university bailout.
“I think the complexity here is that it’s entirely possible that the nature of this contract would cripple UCLA so much that it wouldn’t be able to perform and so that’s at least a conceivable thing.”
But couldn’t Rose Bowl lawyers argue that while they understand that times are changing, a contract is still a contract and must be honored?
“Can they say that? Haagen said. “Absolutely, they can say that.”
As for the Rose Bowl’s claim that representatives of Kroenke Sports and Entertainment and SoFi Stadium interfered in the matter by encouraging UCLA to change stadiums, leading to a claim of tortious interference, legal experts are divided.
Korobkin said there is nothing legally prohibiting SoFi Stadium from engaging UCLA in discussions about a potential transfer.
“Being a competitor and offering a potential customer a particularly good deal if they decide to use your services does not constitute tortious interference,” Korobkin said. “There would generally have to be some sort of pressure put on the parties by the third party – by Kroenke, in this case – on UCLA to break its contract with the Rose Bowl. … There’s no plausible story about how Kroenke could put undue pressure on UCLA to break its lease with the Rose Bowl, so I think it’s a bit of a red herring.”
Emails between UCLA and SoFi Stadium officials disclosed as part of the discovery process revealed that the parties had been in discussions since August 2024. Given that UCLA’s contract with the Rose Bowl is public knowledge, that could potentially be problematic for Kroenke and SoFi executives, according to Greg Keating, a professor of law and philosophy at the USC Gould School of Law who teaches, among other topics, tort and professional liability.
“If, as alleged, they were aware of the terms of the existing Rose Bowl contract and nevertheless actively encouraged UCLA to discuss moving its home games to SoFi Stadium in flagrant violation of that contract,” Keating said, “then we have tortious interference with that contract, and the resulting intent to create known harm to the Rose Bowl and the City of Pasadena.”
One aspect of the case that Keating finds curious is the allegation of anticipated violation of the Rose Bowl given that UCLA has not played a home game elsewhere in more than four decades.
“Conceptually the problem is that there is no violation yet, just an intentional violation,” Keating said. “Where is the legal harm? Why does the counterparty not have to wait for the actual non-performance of the contract? How is it harmed unless and until the contract is broken? Empirically, it is difficult to say when anticipatory breach occurs. Is it anticipatory breach to think out loud about not performing? Saying you will never perform? Will anything less than saying you will never perform the case? How can we know if the pre-infringing party will not change their mind?
UCLA filed a motion to move the case from Los Angeles Superior Court to arbitration, which would keep the proceedings out of public view. Attorneys for Rose Bowl and Pasadena argue that the case should proceed in open court because it involves two public entities and is of high public interest.
“The Pasadena and Rose Bowl complaint is partly a contract claim and partly in the court of public opinion,” Haagen said. “So one of the things that they certainly believe they want is for this to run in the LA Times and generate public interest.”
Why is this important? Haagen said he might invite legislative intervention if an unflattering public portrayal for UCLA emerges.
“Part of it is explaining to your own constituents what you’re doing and that you’re not miserable and stupid and you didn’t take on all this work on the Rose Bowl and now you’re getting nothing” in return, Haagen said. “But also, if the narrative is ‘greedy UCLA goes back on its word and breaks its commitments,’ that has a big impact.”
Perhaps whatever happens after Thursday’s hearing to rule on the motion to compel arbitration will take place behind closed doors.
Korobkin said he considered the likelihood of a judge granting UCLA’s arbitration request “high” given the language of the dispute resolution clause in the parties’ contract. The arbitrator would likely have the power to force UCLA to stay in the Rose Bowl, Korobkin said, meaning the Rose Bowl would not be placed at a disadvantage if the case were removed from court.
But if a judge determines that the arbitrator would not be able to resolve the case quickly enough to avoid irreparable harm — such as UCLA playing games at SoFi Stadium — then the judge could issue a temporary restraining order forcing UCLA to stay at the Rose Bowl until the arbitrator can resolve the case, Korobkin said.
So who will ultimately prevail in a case that has divided not only legal scholars but also the UCLA community, a fan wearing a “SoFi Hell No Won’t Go” T-shirt to basketball games at Pauley Pavilion?
While acknowledging the possibility that UCLA could write a big goodbye check before heading to SoFi Stadium, Haagen said he wouldn’t rule out a settlement in which the Bruins remain at the Rose Bowl after agreeing to more favorable lease terms. Meanwhile, Keating and Korobkin suggested there was no way to know for sure which way it was going to go.
“If you forced me to make a prediction,” Korobkin said, “I’m going to bet on financial damage rather than specific performance, but I wouldn’t bet a lot of money on it.”
