Ohio Valley Conf. v. Jones

385 So.3d 948

OHIO VALLEY CONFERENCE

v.Randall JONES, individually and in his official capacity as Chair of the Board of Trustees of Jacksonville State University, and Don C. Killingsworth, Jr., individually and in his official capacity as President of Jacksonville State University

SC-2022-0930

Supreme Court of Alabama.

May 19, 2023

R. Bruce Barze, Jr., of Barze Taylor Noles Lowther LLC, Birmingham, for appellant.

Wayne Morse, Jr., of Waldrep Stewart & Kendrick, LLC, Homewood, for appellees.

MENDHEIM, Justice.

The Ohio Valley Conference ("the OVC") appeals from the judgment dismissing its official-capacity and individual-capacity claims against Randall Jones, the Chair of the Board of Trustees of Jacksonville State University, and Don C. Killings-worth, Jr., the President of Jacksonville State University.¹ We affirm in part, reverse in part, and remand.

I. Facts

The OVC is a men’s and women’s collegiate athletic conference that began in 1948. Since its inception, the OVC has been governed by a Board of Presidents made up of the chancellors and presidents of the OVC’s member institutions. Jacksonville State University ("JSU") became a member institution in 2003. The OVC Constitution contains two relevant provisions concerning resignation of membership from the conference:

"4.5.3 Resignation of Membership. A member institution desiring to terminate its Conference membership shall provide written notice to the Conference president and commissioner a minimum of two years prior to when the member desires to cease Conference membership. Notification must be made no later than the date of the annual OVC Spring Meetings. The member institution providing notice of its termination need not show cause for its termination to beeffective. A member institution providing the requisite notice of its intention to resign from the Conference shall pay a $750,000 exit fee plus forfeit both its Conference year-end and OVC basketball pool distributions during the final two years of OVC membership. A member institution failing to provide the minimum two years required written notice shall pay the Conference a sum of $1,000,000 in addition to forfeiting both its Conference year end and OVC Basketball Pool distributions during the final year of OVC membership. A member institution that resigns from the Conference shall pay at least half of the required exit fee at the time of departure from the Conference, no later than June 30 of that year, and the remaining amount within 12-months of the initial payment, not later than June 30 of the next year …. "

"4.5.4 Effect on Pro-Rata Share. A member who resigns or is terminated from the Conference shall forfeit its prorata share of the Conference Fund Balance."²

In its complaint, the OVC alleged:

"25. Over time, OVC members, including [JSU], have voted to amend Article 4.5.3. For example, in 2004 — when [JSU] was an OVC member — the Board of Presidents voted to increase the exit fee to $200,000. In 2011, [JSU] joined a unanimous vote to add to Article 4.5.3 of the OVC Constitution forfeiture of Conference distributions during the final two years of membership. In 2013, [JSU] joined a unanimous vote to increase the exit fee to $500,000 upon two years’ notice and $750,000 with less than two years’ notice. In 2015, [JSU] joined a unanimous vote to increase the exit fee to its current amount. In 2017, [JSU] joined a unanimous vote to make 50% of the exit fee due immediately upon a school’s departure.

"….

"32. On January 26, 2021, [JSU’s] Board of Trustees unanimously approved Resolution 621 authorizing President Killingsworth ‘to explore opportunities for [JSU] to join another NCAA Division I athletic conference and if, in the exercise of his good faith discretion, he believes a new conference affiliation is in the best interest of [JSU], to enter into such agreement and to take the necessary steps for [JSU] to resign its membership in the OVC.’

"33. On February 3, 2021, [JSU] informed the OVC that it intended to resign its OVC membership effective June 30, 2021….

"….

"39. [JSU] did not pay the $500,000 portion of the exit fee due on June 30, 2021. By letter dated June 29, 2021, [JSU] stated it had no intention of paying the exit fee."

In addition to alleging that JSU had failed to pay the conference-resignation fee described in Article 4.5.3 of the OVC Constitution, the OVC also asserted that JSU

"owes $15,000 to the OVC for tickets that the OVC provided [JSU] for the OVC’s 2021 conference championship basketball tournament. The $15,000 payment is for a ticket buy-in that all OVC schools owe to help support the conference championship event, regardless of whether they have a team in the tourna-merit. [JSU] received $15,000 in tickets from the OVC and had both men’s and women’s teams in the tournament. A copy of the invoice to [JSU] is attached as Exhibit C and incorporated herein by reference."

On August 3, 2021, the OVC commenced this action in the Calhoun Circuit Court against JSU, against Jones, individually and in his capacity as chair of the JSU Board of Trustees, and against Killingsworth, individually and in his capacity as president of JSU. The OVC asserted two counts against JSU — declaratory judgment and breach of contract — that focused solely on JSU’s failure to pay the conference-resignation fee described in Article 4.5.3 of the OVC Constitution. The complaint also asserted one count against JSU — conversion — that focused solely on the OVC’s allegation that JSU had failed to pay $15,000 for tickets received from the OVC for the OVC’s 2021 conference championship basketball tournament. The complaint also asserted two counts against JSU — promissory estoppel and unjust enrichment — that incorporated both the conference-resignation fee and the value of the tickets to the conference championship basketball tournament as elements of damages. Finally, the OVC asserted one count for "Injunctive Relief’ against JSU, Jones, and Killingsworth that stated:

"82. Jones and Killingsworth had the responsibility to follow established procedures for the payment of [JSU’s] contractual obligations and debts due and owing, and also to follow guidelines and established accounting procedures to ensure that established obligations, such as those owed to the OVC, were paid. Jones and Killingsworth failed to meet these responsibilities or follow these guidelines and established accounting procedures. These acts and omissions constitute violations of ministerial, rather than discretionary, duties.

"83. To the extent that these acts and omissions could conceivably have been done while Jones and Killingsworth were exercising a discretionary function, then the act or omission was done willfully, maliciously, intentionally, in bad faith, beyond the authority of Jones or Killingsworth, or under a mistaken interpretation of the law. Otherwise, the acts or omissions complained of herein involved ministerial acts that were improperly performed by Jones or Killingsworth, or at their direction.

"84. The OVC seeks a writ of mandamus, injunctive relief, or other relief to which it may be equitably entitled, including but not limited to:

"a. The enjoinment of [JSU] from leaving the OVC until it has fulfilled its contractual and equitable obligations;

"b. an order compelling [JSU], Jones, and Killingsworth to perform the ministerial duty of causing payment to issue to the OVC.

"WHEREFORE, the premises considered, the OVC respectively requests the equitable remedy of enjoining [JSU], Jones, and Killingsworth to pay the debt owed and compensatory damages in the amount to be determined by the Court, plus pre-judgment interest and postjudgment interest at the maximum allowable rates; attorneys’ fees, costs, and expenses, where permitted; and all such other and further relief as the Court deems proper."

On September 10, 2021, JSU, Jones, and Killingsworth filed a joint motion to dismiss the OVC’s complaint and a memorandum in support thereof. With respect to the OVC’s claims against JSU, the defendants argued that the Alabama State Board of Adjustment ("the BOA") had "ex- elusive jurisdiction" over those claims. With respect to any claims the OVC asserted against Jones and Killingsworth in their official capacities, the defendants argued that the claims were barred by State immunity under § 14 of the Alabama Constitution. See Ala. Const. 1901 (Off. Recomp.), Art. I, § 14 ("[T]he State of Alabama shall never be made a defendant in any court of law or equity."). With respect to any claims the OVC asserted against Jones and Killingsworth in their individual capacities, the defendants argued that the OVC had failed to state a claim upon which relief could be granted, and they maintained that the claims were barred by the doctrine of State-agent immunity, which was restated by a plurality of this Court in Ex parte Cranman, 792 So. 2d 392 (Ala. 2000), and adopted by a majority of this Court in Ex parte Butts, 775 So. 2d 173 (Ala. 2000).

On October 17, 2021, the OVC filed a response to the motion to dismiss. Concerning its claims against Jones and Killingsworth in their official capacities, the OVC contended that State immunity did not apply because the OVC sought to compel Jones and/or Killingsworth to perform their legal duties or to perform ministerial acts. Concerning its claims against Jones and Killingsworth in their individual capacities, the OVC argued that its allegations that Jones and Killingsworth had acted willfully, maliciously, intentionally, in bad faith, beyond their authority, or under a mistaken interpretation of law "[t]o the extent that [their] acts and omissions could conceivably have been done while Jones and Killingsworth were exercising a discretionary function" were sufficient to warrant discovery.

On September 6, 2022, the circuit court held a hearing on the joint motion to dismiss filed by JSU, Jones, and Killingsworth. At the conclusion of that hearing, the circuit court stated:

"THE COURT: Okay. I have read all of

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