When the Tournament of Roses signed a last-minute deal with Pasadena on Dec. 30, two days before the College Football Playoff semifinal was slated to kick off in Texas, it looked like the end to a weeklong negotiation between two historic partners over whether the semifinal would be called the “Rose Bowl Game.”

In reality, it was just a glimpse into the quiet but high-stakes legal dispute over the Granddaddy of All Bowl Games — a fight with the potential to impact future negotiations around where the famed bowl is played and who can use its name.

It’s a clash between close partners whose dealings have been so intertwined for so many decades, they disagree about who owns what, experts say, leaving the fate of future Rose Bowl Games hanging in the balance.

Within the lawsuit and throughout negotiations, the Tournament of Roses vowed to keep the Rose Bowl Game and Rose Parade in Pasadena, repeatedly stating the city is their home. City officials are still afraid that 2021’s Rose Bowl Game in Texas — just the second time the game has been played outside of Pasadena — won’t be an aberration, but the beginning of a new precedent.

They fear the Tournament is looking to strengthen their legal claim to the name, “the Rose Bowl Game,” with the ultimate goal of leaving Pasadena, despite the Tournament’s repeated refutations.

The dispute spilled into public view on Thursday, Feb. 4, when the Tournament of Roses filed a federal lawsuit against Pasadena, accusing the city of trademark infringement, breach of contract, false advertising and slander of title.

Citing media interviews — including one Mayor Victor Gordo gave to the New York Times — the Tournament’s lawsuit says Pasadena officials engaged in a “bad-faith scheme of sowing confusion in the marketplace about whether it owns any rights in the famous Rose Bowl Game. … To be clear, (Pasadena) does not.”

The suit points to the Tournament’s trademark of “the Rose Bowl Game,” which it has held since 1973, arguing the city is encroaching on their exclusive rights to promote the game.

It says the agreement with the city allows the Tournament of Roses to move “the Rose Bowl Game” to any other venue without consulting the city if there’s a “force majeure event,” meaning an event that’s out of everyone’s control, such as a devastating earthquake or a pandemic.

These aren’t new arguments for Pasadena’s lawyers. They’ve been fighting with their Tournament counterparts behind closed doors since late December, documents provided to this newsgroup show.

For Pasadena, the question is whether the force majeure clause truly applied in late December, after weeks of UCLA games were held without a hitch — and without any fans. The city’s lawyers have said these games are an example of what the Rose Bowl Game could have been, arguing the Tournament misinterpreted the terms of the force majeure clause.

That’s according to a Jan. 7 letter from Kent Raygor and David Sunkin, lawyers from the Los Angeles-based law firm hired by Pasadena, Sheppard Mullin.

They were, in turn, responding to a Dec. 27 letter from Tournament lawyers John Mancini and John Nadolenco, working for Chicago-based firm Mayer Brown; this letter laid the groundwork for the $2 million deal related to the Rose Bowl Game’s Texas move.

While the agreement was signed three days later, the two camps didn’t stop exchanging legal arguments until early February. Most of the letters ended with each side asking for a resolution without going to court, until the last note was sent by Pasadena on Feb. 3.

“We disagree with your view of the facts and the law,” it said. “We believe that further back and forth is not fruitful.”

“Our client is considering next steps.”

Pasadena didn’t have much time to consider; the Tournament responded with a federal lawsuit one day later.

Trademark issues

“It’s not necessarily what we wanted to do, but what we felt we needed to do,” David Eads, executive director and chief executive for the Tournament, said in an interview on Friday, Feb. 5.

“The city and the Tournament have had a longstanding, strong working relationship,” he continued. “But over the course of the past 20 or 30 years, there have been issues around trademark rights. … This lawsuit is not about what occurred this past year. This is about looking forward. This is about the city saying they co-own the Rose Bowl (trade)mark. And we believe that we own all rights to ‘the Rose Bowl Game’ and to the Rose Bowl as it relates to an intercollegiate post-season football game played in the stadium.”

The city itself commented on the lawsuit on Tuesday, Feb. 9, saying it was “disappointed that its longtime partner, the Tournament of Roses, has chosen this divisive path. The fact is, the dispute between the parties is not about trademarks, as the Tournament has claimed. It is about the Master License Agreement between the parties that requires the Rose Bowl Game to be played at the Rose Bowl Stadium.”

Days earlier, council members spoke out against the lawsuit, including Mayor Gordo who led the negotiations with the Tournament.

Gordo maintains that the agreement between the city and Tournament says the Rose Bowl Game can only be played on Jan. 1 or 2 at the 99-year-old Rose Bowl Stadium in Pasadena.

If the date is changed, if the venue is changed, then it’s not the Rose Bowl Game, Gordo said during an interview on Friday, Feb. 5. “That’s the legal definition of ‘the Rose Bowl Game.’”

Councilman Tyron Hampton, the only council member to vote against the Texas deal, agreed.

“We have the rights to the name ‘Rose Bowl’ because you can’t play the Rose Bowl Game outside of the Rose Bowl Stadium without the city’s permission,” he said.

This was part of the argument Pasadena made while negotiating with the Tournament, letters showed. And the Tournament knows it’s bound to those terms, except under one circumstance: during a force majeure event.

The first dominos

The city learned the Rose Bowl Game was headed to Texas while UCLA and Stanford were playing a PAC-12 football game on the Rose Bowl field, surrounded by empty stands, on Dec. 19.

Pasadena officials didn’t get advance notice, just a press release from the Tournament and a mention of the move during the UCLA game broadcast, the Jan. 7 letter says.

That didn’t sit well with officials.

“I was watching ESPN, and they’re talking about the Rose Bowl Game in Texas,” Hampton said. “They had already let people use our name before they even came to us.”

As recently as Dec. 15, four days earlier, the College Football Playoff Committee issued a statement saying the game would be played in Pasadena, Tournament spokeswoman Candy Carlson said in a statement.

On Dec. 18, the Tournament told Gordo that the Committee was considering moving the game, due to coronavirus-related concerns, Carlson continued.

The Committee made the decision to move the game on Dec. 19, she explained, and then the Tournament reached out to the city after it was announced. Carlson emphasized that the Tournament wants to keep the game in Pasadena in the future, saying this year’s move was only “due to extraordinary conditions caused by the pandemic.”

Prior to that, the city had been working with the Tournament to sort out pandemic-related logistics for the Rose Bowl Game since November, according to the letter. That’s when the Tournament and the city-owned Rose Bowl Operating Company asked Pasadena Public Health to allow about 14,500 fans in the stands. Alternatively, they asked for an unspecified number of guests from each team.

“The city, frustrated that it did not have the authority to override the state of California protocols in place that prohibit fans at sporting events, had to deny that request,” the Jan. 7 letter says.

The Tournament made a second request on Dec. 9, this time to Gov. Gavin Newsom, asking for 1,800 guests. That request was also rejected, citing concerns over travel into the state and mixing households, saying they could increase the likelihood of coronavirus transmission.

On Dec. 18, one day after Newsom’s denial, University of Notre Dame Head Coach Brian Kelly threatened to boycott the game if families weren’t allowed to attend, the Jan. 7 letter says.

“It appears that (the Tournament of Roses) and the (College Football Playoff Committee) capitulated to that pressure,” it says.

In an interview, Eads said the College Football Playoffs invoked their force majeure clause to compel the Tournament to move the game — part of a separate agreement between it and the Tournament — an agreement that hasn’t been shared with city officials despite their requests, city spokeswoman Lisa Derderian said.

This newsgroup also requested the contract from Tournament officials, but they declined to share it.

One day after Kelly’s boycott threats were leveled, the Tournament announced the game was headed to Texas.

Force majeure

The Pasadena City Council met in closed session to discuss the move several days later, Dec. 23. The effort doesn’t appear to have been unfruitful.

Tournament lawyers sent a letter to the city on Dec. 27, addressing Pasadena’s “improper and unlawful attempts to thwart our client from doing what is done for nearly a century, namely, producing and promoting ‘The Granddaddy’ of all college football games: the Rose Bowl Game.”

Citing worsening coronavirus conditions in Los Angeles County — which was in the midst of the most severe surge of new cases and hospitalizations to date — the letter said injured players may not be able to get the medical care they need if hospitals were near capacity.

It said the conditions were sufficient to trigger the contract’s force majeure clause, allowing the Tournament to unilaterally move the game without consulting the city.

The letter countered the city’s claim that the game could have been played without fans, saying the “notion was misguided” because this wasn’t a simple college game. This was a playoff game that required teams to travel across the country.

Additionally, the letter argues, the College Football Playoffs invoked their own force majeure clause with the Tournament, citing the same pandemic conditions, forcing the Tournament to relocate the game.

The letter also noted the boycott threats.

“Neither the city nor the (Tournament) can compel the appearance of the players, coaches and staffs,” it says.

While these letters were flying back and forth, the Texas Rose Bowl Game was still being marketed on television and in social media advertisements by ESPN, Capitol One and other sponsors.

When asked if the Tournament had given ESPN and others permission to call it “the Rose Bowl Game” before the agreement was signed, Eads said he wasn’t “going to get into what was in the past.”

The letter alleges Pasadena threatened to send cease-and-desist requests to event sponsors and the College Football Playoff Committee because they were calling it the “Rose Bowl Game” without the city’s permission.

City officials, meanwhile, were talking to the media, saying the city owned the rights to the game’s namesake.

In particular, Gordo spoke to the New York Times, saying: “The football game belongs to the City of Pasadena and the people of Pasadena.”

Gordo said he stands by what he told the Times’ reporters, but the Tournament believes these actions amount to slander of title — the act of publicly misrepresenting an ownership stake — the lawsuit says, echoing similar claims in earlier letters.

The confusion and claims of co-ownership hurt the Tournament’s ability to negotiate with its other partners, the Tournament’s Dec. 27 letter says, risking the long-term survival of the Rose Bowl Game and the Tournament itself.

Instead of legal action, the letter says the Tournament offered the city financial compensation to smooth things over and help make up for much-needed revenue losses — noting that it was “not only fair, but quite generous” because the force majeure clause allowed the Tournament to move the game to a different venue without consulting Pasadena or giving it any compensation.

This offer would ultimately become the $2 million deal signed on Dec. 30.

“We didn’t invoke the force majeure clause,” Eads said. “If we had, we could have moved the game and had absolutely no responsibilities for any compensation to the city. … But the city agreed to our decision to relocate the game and we decided to make that $2 million pledge, not for permission to relocate the game, but to be good stewards and partners.”

It’s a deal Pasadena lawyers would later say the city was effectively forced into taking.

Pasadena lashes out

On Jan. 7, Pasadena lawyers said the Tournament “put the city in the untenable position of having to agree that the Rose Bowl Game would be moved to Arlington, Texas.”

“This necessity arose” because the Tournament “was not transparent with the city” regarding its own contractual obligations with the College Football Playoff Committee “in which it appears (the Tournament) gave away rights to the Rose Bowl Game that it did not have,” the letter says.

It asked the Tournament to make the city a party in future contracts with the College Football Playoff Committee so there wouldn’t be confusion in the future.

The Tournament’s claims about trademark law are “irrelevant,” it continues, because the Tournament’s agreement with the city restricts what the Tournament “could and could not do with marks owned by both TOR (the Tournament) and the city, and TOR  violated those restrictions.”

The pandemic-related reasoning for the force majeure clause was “pretextual,” Pasadena’s lawyers argued, given the public disputes over guests in the stadium. They pointed to hospital capacities and coronavirus infection rates in Tarrant and Dallas Counties in Texas, which they said were worse than Pasadena’s.

“The COVID-19 rationale was a manufactured pretext to move the game for that most prosaic and mercenary of reasons — to sell thousands of tickets and allow for tailgating, concessions and other crowd-gathering activities to proliferate in and around the stadium,” the Jan. 7 letter reads.

Instead of 1,800 friends and family members in the stands, as the Tournament asked Newsom to approve, there were 18,353 tickets sold for the Texas game, it says, creating a “potential super-spreader event.”

Pasadena agreed to the $2 million deal, lawyers said, “not because of any perceived weaknesses in its legal and contractual rights, but to show that it is a responsible and respectful partner.”

The Tournament replied a week later, just to say they were reviewing the arguments and expressed an interest in meeting out of court to settle a common understanding of the agreement, despite “vigorously” disputing the accuracy of Pasadena’s positions.

They laid out their arguments in another letter on Jan. 29, returning to some previously covered ground and arguing their interpretation of the master agreement, saying the force majeure was indeed triggered, in part because a semifinal playoff game is a whole different beast than a standard UCLA game — before concluding that it was all irrelevant given that the deal was already signed.

Looking ahead, they disputed the city’s ability to restrict their usage of “the Rose Bowl Game” under future force majeure events, whether it’s a pandemic, an earthquake, a fire or anything else.

The Tournament asked for a Zoom meeting “in the next two to three weeks so that representatives of the city and the (Tournament), together with counsel, can discuss any remaining disagreements” in the master agreement, saying they shared the city’s interest in moving forward.

Four days later, on Feb. 3, Pasadena’s lawyers sent the final letter. It predicted any further back and forth “would not be fruitful,” and said the city was “considering next steps”.

The next day, the Tournament filed a federal lawsuit.

Impasse

In the end, the feud is over a concept that would have seemed impossible a few short months ago: A Rose Bowl Game played anywhere but Pasadena.

Hampton accused the Tournament of laying the groundwork to permanently move the game outside of Pasadena.

“There is no Pasadena Tournament of Roses without Pasadena” or the Rose Bowl Stadium, he said. “They use a public building to play their game in, they use public streets for their parade, and they use the public as volunteers. Those people live in Pasadena, care about Pasadena, and that’s why they volunteered.”

Hampton says he isn’t angry with the volunteers, but the Tournament’s executives. He believes that a small number of leaders voted to move forward with this lawsuit and are “disenfranchising” the nonprofits volunteers who may have been opposed to it.

“I hope this organization can get back to public service instead of just looking for more money.”

Eads, the Tournament’s head, strongly refuted Hampton’s ideas.

“We’re not asking for financial compensation for damages as part of our filing,” Eads said. “We live and work in this community. Pasadena is our home. We have no desire to do any harm to the city of Pasadena.”

“We love Pasadena. It’s our home and it will always be the home of the Rose Bowl and Rose Parade. Our dispute is not with our community. It’s with some city officials who are taking an unreasonable and legally unjustifiable position in regards to our marks.”

He continued: “They’re asserting ownership of something that’s not theirs; the Rose Bowl Game is the Tournament’s gift to Pasadena every year.”

You can read the Tournament of Roses’ full complaint here.