RE: Boise State Lawsuit against the MWC
So yeah this part is really bad for the MWC if true
33. Prior to voting on whether to accept or reject the CBS/Fox agreement, the MWC
provided Boise State with only minimal information as to the basic proposed terms of the
agreement. It did not, however, disclose many of the proposed agreement's material terms,
including material monetary terms, such as how the revenue from the agreement would be
distributed, how bonuses would be paid or the agreement's cancellation terms. Essentially, the
MWC refused to provide Boise State with vital information on the proposed agreement's material
terms, and thereby deprived Boise State of a meaningful opportunity to evaluate whether the
agreement was acceptable or not. And, as expressly stated in the Re-Entry Agteement, before a
contract embracing the television rights to Boise State's home football games could be entered
into by the MWC, rights the CBS/Fox agreement unequivocally covered, both the MWC and Boise
State were required to agree to the company to whom those rights were sold and to the material
terms of the contract. (Ex. 1, !13.)
34. Because it lacked the required information on the CBS/Fox agreement's material
terms and because the MWC, based on the alternatives it presented during the Board of Directors
meeting, was not only trying to renege on its contractual obligation to pay Boise State the $1.8
million bonus, but also to deprive it of any proportionate share of the increased revenue generated
by the CBS/Fox agreement even though Boise State was admittedly the driving force behind that
agreement, Boise State (l) did not vote to approve or accept the CBS/Fox agreement; and (2)
opposed the termination of the Re-Entry Agreement Amendment's $1.8 million bonus
35. Based on these votes, and pursuant to the express terms ofthe Re-Entry Agreement
as amended by the Re-Entry Agreement Amendment, the MWC could not adopt either course of
action. Despite this fact, it accepted both, a course of action that was contrary to and in breach of
the MWC's contract with Boise State and in violation of the covenant of good faith and fair dealing
implied therein.
36. Upon information and belief, each individual director who participated in the votes
at the December 15 and 16, 2019 Board of Directors meeting knew that by his or her'!es" vote
on either issue (1) or (2), he was acting to cause the MWC to breach its contractual obligations to
Boise State to the ultimate detriment of both Boise State and the MWC.
37 . Upon information and belief, the MWC, its Commissioner, and individual directors
other than Dr. Tromp, agteed and conspired to negotiate terms ofthe CBS/Fox agreement, failed
to obtain Boise State's consent and, to its detriment, voted (1) in favor of the agreement, and (2)
in favor of terminating the Re-Entry Agreement Amendment's $1.8 million bonus, thereby
violating the MWC's contractual obligations to Boise State. ln fact, two directors voted against
any additional distribution to Boise State in the second vote, even for the six years of the CBSffox
agreement.
(This post was last modified: 01-22-2020 02:57 PM by b0ndsj0ns.)
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