Beruflich Dokumente
Kultur Dokumente
Clerk
Vanderburgh Superior Court 1 Vanderburgh County, Indiana
between Valparaiso and the Corporation that, upon a breach of the one-year
notice requirement for withdrawal from membership in the Horizon League, the
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information and belief, the MVC, without legal justification, induced Valparaiso
The Parties
The Corporation, through its Board of Directors, governs and provides financial
and staff support to the Horizon League (the League). The League is a
principal place of business and conference office located in St. Louis, Missouri.
Its member institutions also compete in NCAA Division I athletics. The MVCs
4. This Court has jurisdiction over the parties and the subject matter.
(4) because the University of Evansville is a member and agent of the MVC and
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is located in Vanderburgh County, and this action arises in part from harm to
the Corporation relating to the transfer of athletic event revenues from the
Horizon League and its members to the MVC and its members..
Rule 2.
League and Valparaiso signed a letter agreement for a period of five years,
beginning July 1, 2007 and extending through July 1, 2012. After that, in
Operating Regulations.
9. The Leagues governing documents have for years provided for the
the League.
10. Such provisions have been amended from time to time, subject to
11. For many years, the liquidated damages provision or exit fee called
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12. Before and at the time of the 2012 withdrawal of Butler University,
substantial discussions and debate over the appropriate size and conditions of
provided notice that it was withdrawing from the League to join the MVC. In
that process, issues were raised by the Board of Directors about the
other events, and the financial and other harms associated with those changes.
Thus, a focus of the Boards discussion at that June 2013 meeting was the
other things, pay liquidated damages in the form of an exit fee of $500,000 if it
fails to comply with its obligation to provide the League with at least one years
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liquidated damages provision should not apply if the member institution
complied with the one-year notice provision, because advance notice might
allow the League and its member institutions to manage or avoid much of the
invitation to join the MVC and, necessarily, withdraw from the League.
damages to the League in the amount of $500,000 was due and payable no
later than June 24, 2017. The payment was not made.
caused the League members to adjust their schedules for a nine-team rotation
and deal with substantial costly disruptions, including the potential loss of at
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least one valuable home basketball game at each institution, as well as the
related revenue.
25. The MVC, having recently lost its former member, Wichita State
to nine and wished to avoid precisely the kind of disruption and harm that will
to join the MVC for the 2017-2018 academic year and thereby to breach its
2) asserted that Valparaiso should not have to pay the $500,000 sum because
(a) the above-referenced 2006 letter agreement called for Valparaiso to pay a
different sum if it left the League before July 2012, and (b) Valparaiso believes
nonprofit Corporation.
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29. As for the liquidated damages, the letter agreement expired as of
Bylaws of the League, and did not purport to govern any period beyond July 1,
2012. The only effect of the letter agreement on liquidated damages was to
impose an amount higher than the Bylaws then provided, generally, for a
30. The letter agreement did not grant, and could not have granted, to
31. Indiana law governing nonprofit corporations does not permit such
other than through support of, as in this instance, athletic activities recognized
32. The 2006 letter agreement referred to equity and basketball unit
of members, and may lag several years based on such performance. Sharing
such revenues with a new member immediately upon joining a league would
33. Valparaiso and its President never suggested, over ten years of
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institutions, and no contingent obligations to pay anything to such member
inherently unreasonable.
COUNT 1
Breach of Contract by Valparaiso
allegations.
between the corporation or association and its members and among the
members themselves.
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Wherefore, the Corporation prays for judgment in its favor and against
damages to be proven at trial, for attorneys fees and costs, and all other
COUNT 2
Tortious Interference with Contract by MVC
42. Plaintiff incorporates as if fully restated herein all of the foregoing
allegations.
under the League Bylaws, and without legal justification, induced Valparaiso to
withdraw from the League without complying with its duty to provide one years
44. The MVC tortiously induced Valparaiso to breach its contract with
45. The MVCs conduct caused, and continues to cause, damage to the
Wherefore, the Corporation prays for judgment in its favor and against
Defendant MVC, for an award of damages to be proven at trial, for its attorneys
fees and costs, and all other appropriate relief for the Corporation.
COUNT 3
Declaratory Judgment Against Valparaiso
46. Valparaiso asserts that it is entitled to liquidate an equity interest
in the Corporation.
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47. Valparaiso neither holds, nor could hold under applicable Indiana
and against Defendant Valparaiso, for its attorneys fees and costs, and for all
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