The City of Pasadena and the Rose Bowl Operating Company this week sued UCLA for exploring the possibility of playing Bruins football games at SoFi Stadium in Inglewood, Calif. As the university fights the complaint, it is likely to argue that the case is not yet ripe and that a court shouldn’t order “specific performance”—a ruling that would force UCLA to stay in the Rose Bowl.
The complaint, filed in Los Angeles County Superior Court on Wednesday and first reported by the Los Angeles Times, highlights that UCLA has played its home games at the Rose Bowl since 1982.
Central to the dispute is a lease signed by the parties in 2010 and amended in 2014, which requires UCLA to play its home football games at the Rose Bowl through June 30, 2044. The lease further makes clear that UCLA cannot play home games “in any facility located in the Los Angeles [area] or in Orange County, other than the [Rose Bowl Stadium].” The complaint also notes that Pasadena and its taxpayers have invested $150 million into the stadium, through bond financing and modernization efforts. These payments, the complaint charges, “never” would have been undertaken if UCLA’s alleged intentions to “abandon its partner” had been known.
According to Pasadena and RBOC, a nonprofit that manages the stadium, UCLA has been eager to relocate for some time. UCLA officials allegedly communicated with representatives from SoFi Stadium about potentially moving as soon as the 2025 football season. SoFi Stadium serves as the home field for both the Los Angeles Rams and the Los Angeles Chargers.
The complaint, drafted by a group of attorneys that includes Nima H. Mohebbi of Sidley Austin and Pasadena city attorney Michele Beal Bagneris, asserts that these communications led to meetings. Those meetings allegedly delved into the details of seating charts, revenue sharing and discussions about utilizing UCLA’s potential move as part of a larger development project.
The complaint contends that even exploratory talks—regardless of whether they result in an actual departure from the Rose Bowl—constitute a breach.
To that end, the lease states that “[a]ny attempt by [UCLA] to terminate this Agreement … would be a breach of this Agreement for which monetary damages alone would be inadequate and for which RBOC would be entitled to seek equitable remedies to compel enforcement.”
The complaint, which includes claims for breach of contract and anticipatory repudiation, demands the remedy of specific performance in addition to monetary compensation for alleged damages. Specific performance would take the form of a court-ordered injunction blocking UCLA from reneging on its lease. In other words, a judge would rule that UCLA cannot leave until 2044 and thus no amount of money could adequately compensate them if the school leaves prematurely.
In a statement shared with Sportico, UCLA vice chancellor Mary Osako said, “While we continue to evaluate the long-term arrangement for UCLA Football home games, no decision has been made.”
Expect attorneys for UCLA to offer several defenses.
Foremost, the school will likely argue that the case is not yet ripe for judicial review and should thus be dismissed. UCLA has already stated it has not yet decided to leave. Unless and until such a decision is made, UCLA can assert that Pasadena and RBOC lack a viable breach of contract claim.
But the plaintiffs anticipate that defense. They point out that the lease references any “attempt” to leave as sufficient for a finding of breach. UCLA, however, will likely insist that the word “attempt” should be understood as involving more substantial steps the school has not taken, such as formal exchanges of offers or extensive negotiations. Key to that disputed interpretation would be how, over the years, California courts have construed “attempt” or similar language in the context of lease agreements.
Pasadena and RBOC’s second claim, anticipatory repudiation, is presented as an alternative to breach of contract. It refers to a situation in which one party, through its words or actions, effectively repudiates the contract. UCLA will maintain that its deliberations regarding a potential move fall short of repudiation and will likely cite favorable precedent to that effect.
If UCLA can’t get the case dismissed on grounds of ripeness, it will argue that specific performance would be an improper remedy.
Even though the lease explicitly contemplates “equitable remedies”—which include specific performance—and provides that “monetary damages alone would be inadequate,” judges are sometimes reluctant to impose specific performance. Judges can reason that monetary damages are calculable and that preventing a move could be seen as interfering with the market.
This has been apparent in the sports industry. If specific performance clauses were always enforced by judges, then the Seattle SuperSonics wouldn’t have become the Oklahoma City Thunder in 2008. The franchise had signed a lease to play in Seattle’s KeyArena, and the lease contained a specific performance provision, but after litigation and a settlement, the team still moved. New Orleans Jazz fans from the 1970s and Cleveland Browns fans from the 1990s could commiserate, as specific performance clauses in stadium leases didn’t prevent the creation of the Utah Jazz and the Baltimore Ravens (Browns fans, of course, would get another Browns team in 1999). That said, a specific performance clause did help save the Minnesota Twins from potential MLB contraction in the early 2000s, when a Minnesota judge ordered the team to play in the Metrodome.
Usually, sports franchise relocation disputes end in a litigation settlement. There is a good chance that this will eventually happen with Pasadena, RBOC and UCLA, possibly resulting in the Bruins relocating to SoFi.
But goodbyes can be hard—and, in law, costly.
