Background
Utah Valley University, a Utah public university, joined the Western Athletic Conference in 2013. The WAC later moved its principal place of business to Arlington, Texas. In 2024, UVU and other members signed a two-year commitment agreement that contemplated reduced or waived exit fees under certain circumstances. After the WAC’s board rescinded that agreement, UVU announced that it would leave for the Big West Conference effective July 1, 2026, and disputed the WAC’s demand for a $1 million exit fee.
The WAC sued UVU in a Tarrant County district court for breach of contract and declaratory relief. UVU filed a special appearance challenging personal jurisdiction. It relied principally on Article 14, Section 2 of the WAC Bylaws, which provides that governmental member institutions do not, through conference participation or approval of conference documents, consent to suit or to the jurisdiction of Texas or its courts. The trial court denied the special appearance, and UVU pursued an interlocutory appeal.
The Court’s Holding
The Second Court of Appeals held that the bylaw was unambiguous. Read as a whole, it both preserved available sovereign-immunity protections and established that a governmental member’s conference participation and approval of conference documents would not subject that member to Texas jurisdiction. The court characterized the provision as resembling a forum-deselection clause for claims whose asserted jurisdictional contacts consist of conference participation or approval of conference documents.
The WAC’s alleged contacts—including UVU’s participation in Texas competitions and conference governance, attendance at Texas meetings, recruitment in Texas, and communications with WAC personnel in Texas—all arose from UVU’s conference participation. Because the WAC identified no relevant Texas contacts independent of that participation or the signing of conference documents, its allegations were legally insufficient to establish minimum contacts under the parties’ bylaws. The court reversed the order denying UVU’s special appearance and rendered judgment dismissing the WAC’s claims for want of personal jurisdiction, without addressing the merits or relying on sovereign immunity.
Key Takeaways
- A court must give effect to unambiguous bylaw language governing whether specified conduct subjects an organizational member to a forum’s jurisdiction.
- UVU’s conference-related activities in Texas could not establish personal jurisdiction because the WAC Bylaws excluded conference participation and approval of conference documents as jurisdictional predicates for governmental members.
- The ruling resolves only personal jurisdiction; it does not decide whether UVU owes the exit fee or prevail on any other merits issue.
Why It Matters
The decision shows that jurisdiction-related language in association bylaws can materially limit where membership disputes may be litigated, even when a member has substantial operational contacts with the association’s home state. Athletic conferences and other membership organizations should examine whether their governing documents align with their intended litigation forum.
For public universities, the opinion also separates contractual limits on forum jurisdiction from sovereign immunity. UVU expressly did not base its special appearance on immunity, and the court resolved the appeal solely by interpreting the bylaws and assessing the WAC’s asserted minimum contacts.