| alnorth |
06-16-2010 07:53 AM |
Quote:
Originally Posted by Sam Hall
(Post 6824625)
The conference bylaws refer to damages, not contracts.
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Unfortunately for you, the contract does not say "you will be responsible for any damages you cause by leaving up to x%" it basically says "by joining the conference, you agree in advance that leaving under these circumstances will result in financial damages, and therefore such and such will happen"
Damages do not necessarily have to be proven because Nebraska already agreed back in 1996 that if they ever left it would result in damages.
Quote:
3.2 Effect of Giving Notice. If a Member Institution gives proper Notice pursuant to Section 3.1 (a “Withdrawing Member”), then the Members agree that such withdrawal would cause financial hardship to the remaining Member Institutions of the Conference, and that the financial consequences cannot be measured or estimated with certainty at this time. Therefore, in recognition of the obligations and responsibilities of each Member Institution to all other Member Institutions of the Conference, each Member Institution agrees that the amount of revenue that would have been otherwise distributable to a Withdrawing Member 14 pursuant to Section 2 herein for the final two (2) years of the Current Term or the thencurrent Additional Term, as the case may be, shall be reduced by fifty percent (50%), with the remainder to be distributed to the other Member Institutions who are not Withdrawing Members or Breaching Members (as defined below) as additional Conference revenues in accordance with Section 2 herein. The Member Institutions agree that such reduction in the amount of revenues distributed to a Withdrawing Member is reasonable and shall be in the form of liquidated damages and not be construed as a penalty.
3.3 Effect of Withdrawal From Conference Other Than by Giving Proper Notice. If, other than by giving a proper Notice pursuant to Section 3.1, a Member Institution (a “Breaching Member”) withdraws, resigns, or otherwise ceases to participate as a full Member Institution in full compliance with these Rules, or gives notice or otherwise states its intent to so withdraw, resign, or cease to participate in the future (a “Breach”), then the Member Institutions agree that such Breach would cause financial hardship to the remaining Member Institutions of the Conference, and that the financial consequences cannot be measured or estimated with certainty at this time. Therefore, in recognition of the obligations and responsibilities of each Member Institution to all other Member Institutions of the Conference, each Member Institution agrees that after such Breach, the amount of Conference revenue that would otherwise have been distributed or distributable to the Breaching Member during the two (2) years prior to the end of the Current Term or the then-current Additional Term, as the case may be, shall be reduced by an amount that equals the sum of the aggregate of such revenues times the following percentages (such sum being the “Aggregate Reduction”); if Notice is received less than two years but on or before eighteen months prior to the Effective Date, 70%; if Notice is received less than eighteen months but on or before twelve months prior to the Effective Date, 80%; if Notice is received less than twelve months but on or before six months prior to the Effective Date, 90%; or if Notice is received less than six months prior to the Effective Date, 100%.
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3.3 goes on and on from there, but the remaining legalese isn't important. I suppose Nebraska could try to make an equity argument that this would be "unjust enrichment". I'm not a lawyer, but good luck with that. |
