Non-compete Protections in the License Agreement

I came across some emails between the County Attorney of El Paso County, TX, and Scott LeTellier of Big League Dreams. The first email is from the CA terminating the licensing agreement, and asking for a refund of the licensing fee plus interest. The exchange get’s very interesting.

BLD’s first response starts with a reminder of their investment of time and money into redevelopment of a “dilapidated and unsafe facility” into something “exciting, fun and safe.”

In the letter dated Sept 27, 2010, (pp. 9-11 of the pdf file) BLD makes the following statement:

The License Agreement was thrice amended to extend (due to the County’s delay and at the County’s request) the expiration of the Section 5.2(a) six month exclusive and good faith negotiating period to and continuously through October 15, 2009.

B. The Six Issues

1) The County’s Premature Termination of the Big League Dreams Relationship Breached the License Agreement. Four months prior to the October 15, 2009 expiration of the good faith and exclusive MOA negotiating period with Big League Dreams, the County instead “dropped a California-based company from its plans to renovate and privatize its 45-acre baseball complex in East EI Paso” according to a June 15, 2009 story in the EI Paso Times. Obviously, the County could not meet a contractual obligation to negotiate an agreement (the MOA) in good faith when it had terminated its relationship with the party to which it was exclusively bound to negotiate.

2) The County’s Negotiations with the Citv of EI Paso Breached the License Agreement. The County, while a party to the License Agreement, as amended, which required the County to negotiate the MOA with Big League Dreams exclusively and in good faith through the end of the extended October 15, 2009 negotiation period, engaged in discussions with the City of EI Paso for the City to take over the operation and maintenance of the Sportspark according to an April 13, 2009 report in the EI Paso Times. Doing so violated the terms of the License Agreement. Discovery would provide additional information concerning the timing and details of these negotiations. The County did not request Big League Dreams approval to hold these discussions with the City of EI Paso nor did it advise Big League Dreams they were taking place.

3) The County’s Failure to Continue to Negotiate the MOA in Good Faith After Commissioner Perez Replaced Commissioner Sariiiana Breached the License Agreement. The elected official who negotiated the Big League Dreams relationship with the County and encouraged its involvement was Commissioner Luis Sariiiana. Commissioner Sariiiana was defeated for re-election by current Commissioner Anna Perez in late 2008. Even though the Sportspark was in her district, Commissioner Perez undertook efforts to dissolve the public-private partnership between the County and Big League Dreams even before taking her seat on the Commissioners Court on January 1, 2009, authoring an opinion piece in the EI Paso Times on September 28, 2008 which called Big League Dreams “pie in the sky” and opined that “it is unlikely that Big League Dreams will be in the plan for the [Sports]park’s future.”

Section 4.(c) of the license agreement between Big Leage Dreams and the Clay County Development Authority states:

(c) The CCDA agrees not to engage a vendor with an approach similar to BLD USA to developing the Sports Park for a period of two (2) years after the termination of this Agreement, in the event the Agreement is terminated by the CCDA pursuant to Section 6.2 herein.

I had been wondering why they kept saying this would be with BLD, or nobody.