Mountain West counterclaims survive Pac-12 antitrust suit

SAN JOSE, Calif. (CN) – A federal judge ruled Friday that the Mountain West Collegiate Football Conference can proceed with some of its counterclaims against the rival Pac-12 conference, saying five member schools did not resign because of “at will” contracts when they decided to rejoin the Pac-12.

US Magistrate Judge Susan van Keulen CLUE The Pac-12’s motion to dismiss the Mountain West’s promissory note fraud counterclaim but allowed the tortious interference and unjust enrichment through “quasi-contract” counterclaims to proceed.

Although the Pac-12 argued the bylaws of the Mountain West’s membership agreement — which allow member schools to leave for any reason, though not at any time, and only under certain conditions — meant they were “at-will,” Van Keulen disagreed, finding those bylaws are not “at-will” contracts and have an exit fee provision, allowing interference claims.

Additionally, she said it was premature to dismiss the Mountain West’s “quasi-contract” counterclaim because there are factual disputes about how much money the Pac-12 paid for games the Mountain West was contractually obligated to provide under a scheduling agreement, particularly with benefits added through scheduling, such as “athletic department coordination” and “broadcast production meetings.”

“Accordingly, the enforceability of MWC’s quasi-contract claim depends not only on whether the court declares the termination fees ‘invalid and/or unenforceable,’ but on its reasons for doing so,” van Keulen wrote.

Pac-12 originally claimed in 2024 the Mountain West imposed an unfair scheduling agreement and “poaching fines” and termination fees from the Pac-12, which cost it millions of dollars as it struggled to maintain its roster of teams. The Pac-12 Conference lost 10 of its 12 member schools to the Mountain West in 2022 and 2023, with only Oregon State University and Washington State University as its current teams, but re-added five Mountain West schools for the upcoming 2026–2027 season.

The dispute now stems from a clause that notes that if fewer than all Mountain West schools join the Pac-12, the Mountain West would owe a termination fee for each school that left, prompting the Mountain West Conference to pay $43 million for the five-team hunt, the Pac-12 says.

Dismissing the pledge fraud counterclaim, Van Keulen said in September 2024, the five Mountain West member schools — Boise State University, Colorado State University, Fresno State University, Utah State University and San Diego State University — independently announced their merger with the Pac-12.

The Mountain West charged that “When the Pac-12 represented to the MWC that it would pay the termination fees,” it “knew those representations were false … because (it) intended to recruit less than all MWC teams and to refuse to pay the termination fees in that case challenging the termination fees as illegal and unlawful.”

Van Keulen said the Pac-12’s argument that the Mountain West’s promise fraud claim was barred by the economic loss rule was sufficient to dismiss the claim.

Both sides have tried to fit the case into existing categories – for example, that it is a case of employee poaching. However, the termination fees and scheduling agreement contain unique aspects that do not fit the cases the parties have argued, van Keulen said in a previous decision. She said more evidence development is needed.

Neither side immediately responded to a request for comment.