Sidley Secures Key Early Victory for Pasadena and Rose Bowl in UCLA Stadium Dispute

Sidley represented the City of Pasadena (City) and the Rose Bowl Operating Company (RBOC) in a high-profile dispute concerning UCLA’s proposed relocation of its home football games from the Rose Bowl Stadium to SoFi Stadium. In a significant early victory, the Los Angeles Superior Court denied motions by UCLA and the Stadium Defendants (Kroenke Sports & Entertainment, LLC and Stadco LA, LLC) to compel arbitration, stay discovery, and quash discovery subpoenas, ensuring that the case will proceed in a public judicial forum rather than private arbitration and allowing discovery to move forward without delay.

The dispute arises from UCLA’s alleged effort to abandon its long-term contractual commitment, extending through 2044, to play home football games at the Rose Bowl. UCLA and the Stadium Defendants argued that the claims were subject to arbitration under a dispute-resolution provision in UCLA and RBOC’s agreement and sought to halt discovery pending resolution of the arbitration issue. In a detailed and carefully reasoned order, the court rejected those arguments, emphasizing that the arbitration provision was not a typical, broadly worded clause encompassing all disputes “arising out of or related to” the agreement. Instead, the court held that the provision was exceedingly narrow, limited to backward-looking disputes over whether a designated “defect or deficiency” had occurred or been cured, and therefore did not encompass claims alleging anticipatory repudiation, breach of contract, or other termination-related conduct implicating UCLA’s core performance obligations. The court therefore concluded that the structure and language of the agreement reflected a clear intent to keep disputes over termination and equitable enforcement in court, not arbitration.

Having denied the motion to compel arbitration, the court denied UCLA’s motion to stay discovery as moot and rejected UCLA’s separate motion to quash deposition subpoenas and for a protective order. By refusing to halt or limit discovery, the court preserved the City’s and RBOC’s ability to develop the factual record and pursue equitable relief in open court. The ruling positions the case to proceed expeditiously on the merits and underscores that narrowly drafted arbitration provisions will not be expanded beyond their text to shield parties from public judicial scrutiny.

The Sidley team was led by Nima H. Mohebbi, Rara Kang, David R. Carpenter, Kyle Tanzer, Sebastien Wadier, Ana Pajar Blinder, and Christine T. Karaoglanian.