The City of Colfax, Washington, located in Washington’s Whitman County, is best known for the Codger Pole, a chainsaw-carved monument commemorating the historic football rivalry between high schools in Colfax and a neighboring town, St. John.
But the humble city, which sports a population of just under 3,000, is now the site of perhaps college football’s most significant legal rivalry: between the 10 schools that departed the Pac-12 conference this past summer, including ASU, and the remaining “Pac-2” of Washington State University and Oregon State University, over control of the conference and its assets.
Although the near-destruction of the Pac-12 has been over a decade in the making, the legal battle began on Sept. 8 when WSU President Kirk Schulz and OSU President Jayathi Murthy filed a legal complaint against the Pac-12 conference and its commissioner, George Kliavkoff.
The complaint seeks a “declaration that the Presidents and Chancellors of the schools that have delivered notice of withdrawal from the Pac-12 are no longer members of the Pac-12 Board of Directors and may not vote on any matter before the Pac-12 Board of Directors,” including the survival of the conference and the fate of its lucrative remaining assets.
If OSU and WSU were to gain control over the conference’s assets, that money could be used to fund the reconstruction of the Pac-12. Additionally, it could be a windfall for the schools’ athletic departments, which are expected to take massive hits after the conference’s deterioration. WSU temporarily froze non-essential athletic department spending in May, citing the Pac-12’s financial woes.
The lawsuit was filed in the Whitman County Superior Court in Colfax, a 20 minute drive northwest from Pullman, the home of WSU. It is yet another in a litany of legal issues facing the hampered conference.
The complaint comes after a mass exodus of schools from the Pac-12 over the past 14 months. USC and UCLA announced their departure to the Big Ten in June 2022, and eight of the remaining 10 schools announced they were joining new conferences over 36 days late this summer, including Colorado. ASU, alongside UA and Utah, announced its move from the Pac-12 to the Big 12 on Aug. 4. All announced moves are effective Aug. 1, 2024.
The Pac-12 Conference bylaws indicate that if any conference member delivers a “notice of withdrawal” before Aug. 1, 2024, “the member’s representative to the CEO Group (Board of Directors) shall automatically cease to be a member of the CEO Group and shall cease to have the right to vote on any matter before the CEO Group.”
The center of OSU and WSU’s complaint is the assertion that the 10 schools’ social media announcements and their subsequent work to transition to new conferences constitute a “notice of withdrawal” from the Pac-12. If deemed correct, the two Pacific Northwest schools would be the conference's last and only remaining voting members.
“Members who have delivered notice of withdrawal from the Pac-12 Conference and expressed their intention to join competing conferences are conflicted and can no longer be expected to act in the best interest of the Pac-12 Conference,” the complaint says.
The schools’ argument has precedent in its favor. After USC and UCLA announced their departure from the conference in June 2022, it was determined they were no longer allowed to vote on conference matters or send representatives to meetings of the Pac-12 Board of Directors. The same decision was made after Colorado’s announced departure in July.
Additionally, Jon Wilner of the San Jose Mercury News reported last week that Washington and Oregon acknowledged in a letter to Pac-12 commissioner George Kliavkoff on Aug. 4, the day they announced their departure for the Big Ten, that the two departing schools would be “excluded from discussions pertaining to (conference) matters occurring after Aug. 1, 2024.”
Jacob Ehrlich, a contributor to Conduct Detrimental, a publication specializing in sports law, said that the clear incentive for the departing schools to dissolve the conference should bolster WSU and OSU’s argument.
“How could a school act in good faith and, at the same time, look out for their own benefits if they're deciding to leave the conference?” Ehrlich said. “Oregon State and Washington State have a very good case here.”
Millions at stake
The makeup of the Pac-12’s board is critical to determining the landing spot for the Pac-12’s remaining assets, including the Pac-12 Network, television revenue from the conference’s previous NCAA Tournament appearances and other revenue streams.
The complaint cites $42.7 million in net assets to the end of 2022's fiscal year, not including the Pac-12 Networks. A June 2022 analysis by the San Jose Mercury News estimated that the Pac-12 Network, which has broadcasted live sporting events and other athletics content for the conference for over a decade, could be worth up to $250 million.
Some estimates indicate revenue from the men’s NCAA Tournament appearances made by conference members, including ASU’s appearances in 2018, 2019 and 2023, could be worth around $70 million. Men’s NCAA Tournament revenue is distributed over the six years that follow each tournament.
The conference’s bylaws state that if the conference were to dissolve, its assets and property, which include the Pac-12 Networks and NCAA Tournament payouts, would be distributed among its remaining members. Many important conference decisions, including amendments to the conference bylaws, require a 75% supermajority vote.
The complaint posits that the 10 departing schools "are now motivated to dissolve the Pac-12 —against which their new conferences will otherwise compete beginning next year — and distribute its assets."
“You’re going to have 10 versus two,” Whitman County Superior Court Judge GaryLibey said during the defense’s case, referencing that the 10 departing members could constitute a supermajority if the conference were to convene a board meeting with 12 voting members.
When asked if ASU believes that University President Michael Crow is currently a voting member of the Pac-12 Board of Directors and that he intends to vote to dissolve the conference, a University spokesperson said ASU has nothing to add beyond the school’s press release announcing its move to the Big 12.
“The future of the Pac-12 must be determined by the remaining members, not by those who are leaving,” WSU President Kirk Schulz said in a news release announcing the legal complaint.
A legal victory secured
The two plaintiff universities scored their first legal victory Monday, Sept. 11, when Libey granted a temporary restraining order preventing meetings of the Pac-12 Board of Directors – which once included Crow – from occurring until the makeup of the board is determined.
“That makes everybody equal here because you’ve got equal footing,” Libey said in a hearing. “Nobody’s getting prejudiced against anything.”
The emergency hearing came just days after the initial complaint was filed because Kliavkoff had scheduled a Pac-12 board meeting for Wednesday, Sept. 13, that would include representation from all members of the Pac-12, including the 10 departing schools.
Attorney Eric MacMichael, best known nationally for his work in white-collar criminal defense, represented the two plaintiff schools. He said that the agenda for the Sept. 13 meeting included amending the conference bylaws to allow departing members to vote on conference matters.
“They wouldn’t need to amend the bylaws unless they were violating them,” MacMichael said. “People who have announced they are leaving don’t get to rewrite the bylaws of an association after the fact.”
That bylaw amendment is speculated to have been related to the 10 departing schools’ efforts to keep OSU and WSU from controlling the fate of the conferences’ assets.
The conference’s 12 members await the results of a preliminary injunction hearing, which could determine the makeup of the conference’s board. That hearing has not yet been scheduled.
Edited by Walker Smith, Sadie Buggle and Shane Brennan