Court weighs arbitrability of UCLA's alleged Rose Bowl contract breach

A Los Angeles judge questioned Thursday whether the City of Pasadena's advance breach claim that UCLA signaled it would abandon the Rose Bowl years before its stadium agreement expires fits the contract's "narrow" arbitration clause.

Represented by Sidley Austin LLP partner Nima H. Mohebbi, Pasadena and Rose Bowl Operating Co. say UCLA is unlawfully planning to move its home football games to SoFi Stadium in Inglewood, breaching the Bruins' commitment to play at the Pasadena landmark through 2044.

Defended by Gibson Dunn & Crutcher LLP partner Maurice M. Suh, the university argues the dispute must be sent to arbitration under the stadium agreement's limited "defect or deficiency" clause and that Superior Court Judge Joseph Lipner should stay the case and stop discovery while the arbitrability question is pending.

During Thursday's hearing, the judge focused the attorneys' arguments on whether the Rose Bowl agreement's past-tense arbitration language extends to a claim that UCLA has indicated it will not perform its remaining obligations - and what happens if that claim falls outside arbitration while other issues do not.

After hearing roughly 90 minutes of arguments, the judge took the matter under submission. City of Pasadena et al. v. The Regents of the University of California et al., 25STCV31621 (L.A. Super. Ct., filed Oct. 29, 2025).

Lipner opened by framing the case as a contract-interpretation dispute over whether the claims all fall within the scope of the agreement's dispute resolution clause - paragraph 31(a) - which applies when a dispute exists "as to whether a defect or deficiency designated by either party has occurred or has been cured."

In a tentative ruling issued ahead of the hearing, the judge did not grant or deny any of UCLA's motions.

Instead, he asked the parties to focus on three questions: whether plaintiffs' anticipatory repudiation claim is covered given the clause's past-tense wording; whether a non-arbitrable repudiation claim could proceed in court even if other claims must be arbitrated; and whether plaintiffs' allegation that UCLA made an "attempt to terminate" the stadium deal qualifies as a violation of the agreement's terms that would trigger the contract's dispute-resolution process.

Suh, for UCLA, argued that plaintiffs' anticipatory repudiation theory is not about future conduct, but rather an already-committed breach because he said repudiation occurs when a party "clearly and positively" indicates it will not perform something it agreed to. He pointed to allegations in the complaint that UCLA made statements and held communications last October signaling it was moving on from the Rose Bowl, arguing plaintiffs are claiming injury stemming from past acts.

Lipner pushed back, noting the clause speaks in terms of whether a "defect or deficiency has occurred," while anticipatory repudiation typically arises before the actual performance required under the contract. Suh responded that repudiation itself is treated as a breach "that has occurred," and argued that even if there were reasonable disagreements, arbitration policy requires doubts to be resolved in favor of arbitration.

Mohebbi, for the plaintiffs, countered that the Rose Bowl agreement's Alternative Dispute Resolution mechanism was intentionally narrow and designed for operational disputes, not for a termination fight where plaintiffs claim they are entitled to equitable relief.

According to the plaintiffs' court filings, the agreement's Section 30(d) expressly treats an attempt to terminate as a "breach" for which monetary damages would be inadequate - indicating the parties contemplated court-ordered equitable remedies rather than arbitration.

Mohebbi also argued that anticipatory repudiation does not fit the clause's "defect or deficiency" language and said that Paragraph 31's neutral is limited to deciding whether a defect exists and whether it has been cured. He drew a distinction between "violation" (curable) and "breach" (not curable), contending the agreement itself makes clear that an "attempt to terminate" falls into the latter category.

He urged Lipner not to treat pro-arbitration policy as overriding ordinary contract interpretation, and he pointed to statutory authority giving courts discretion to delay arbitration when other issues are not subject to it.

Speaking for the SoFi defendants at the hearing was Kirkland & Ellis LLP partner Mark C. Holscher. He largely aligned with UCLA's arbitration arguments and framed the issue as whether plaintiffs can force UCLA to play at the Rose Bowl for nearly two more decades - contending arbitration is capable of handling high-stakes disputes.

On the question of what happens if some claims fall outside arbitration, Suh argued that splitting the case would risk conflicting rulings and urged that any non-arbitrable issues be stayed.

After the lawsuit was filed, UCLA said it has not decided where the Bruins will play their home football games in 2026.

However, the plaintiffs argue such a decision is not UCLA's decision to make until after 2044.