Baylor University has filed a lawsuit against the Baylor Alumni Association seeking to stop the group from using Baylor’s name and licensed trademarks.
The school also claims in the suit that the BAA has abandoned its original “charitable purpose,” and asks for the association to either be terminated or “reformed and limited to the provision of financial aid to Baylor and Baylor students.”
The suit, filed late Friday in McLennan County’s 74th State District Court, charges that Baylor previously terminated licensing agreements that permitted the BAA to use the university’s name, but that the organization has continued using the registered trademarks despite Baylor’s objections.
Baylor is seeking a judgment barring the group from continuing to hold itself out as the university’s official alumni association and injunctive relief “to limit BAA’s purposes by reformation to provide only financial aid to Baylor students.”
The lawsuit comes less than three weeks after a letter Baylor President Ken Starr sent to the BAA’s board of directors advising the alumni association of impending legal action.
It is the latest wrangling in the contentious relationship between the two entities, which reached a head in September after the BAA did not approve a transition agreement that would have dissolved its independent charter and turned all of its alumni outreach activities over to Baylor.
Baylor previously gave the alumni association until Dec. 8 to cease using the trademarks after the failure of the agreement, following through on its original May 31, 2013, notice of intent to terminate the licensing agreements.
“They’ve failed to act in response to the university’s continued request to provide any real or concrete plan of action to Baylor,” Baylor spokeswoman Lori Fogleman said. “The university is moving to protect the interest of Baylor, its students and alumni by seeking appropriate legal relief rather than simply waiting further for some indication of actual progress from the association.”
BAA President Keith Starr said he learned of the lawsuit through a phone message from the Tribune-Herald.
He declined to comment on the specifics of the suit until he had a chance to read the full document and consult with the BAA’s executive committee.
“Obviously, we are very, very disappointed,” said Starr, who is not related to the Baylor president. The BAA has previously argued that the licensing agreements are in effect “in perpetuity” and that Baylor does not have the right to sever them. But Baylor is seeking a judgment stating that the agreements were properly terminated because they are “(1) indefinite in duration and (2) terminable at will by BAA . . . and therefore terminable at will by either party.”
Baylor argues in the lawsuit that the BAA has abandoned the charitable purposes outlined in its bylaws, including providing scholarships for students and coordinating alumni activities.
The suit notes that all but one of the BAA’s staff resigned after the failure of the transition agreement, 10 of whom have taken jobs with the university.
“BAA has no capacity to ‘coordinate all alumni activity (of Baylor)’ nor to ‘serve as the general alumni organization of Baylor University,’ nor is it likely to acquire such capacity,” the lawsuit states.
In addition, the lawsuit notes that the BAA made a $1 million scholarship donation pledge in February 2013 but never provided those funds to the university.
In a May 30 letter to Baylor, former BAA President George Cowden III noted that the group’s leadership team had planned to finalize the details of the donations with the university, but those talks were put on hold during the negotiations of the transition agreement.
A team of representatives from the BAA and members of Baylor’s board of regents hashed out the transition agreement over 10 months, but the final details were only revealed to the BAA’s full membership when the document was unveiled publicly in May 2013.
“Discussions over this potential donation then became subsumed in the negotiations over the proposed transition agreement, which would have required much of the BAA’s funds to be transferred to Baylor,” Cowden wrote. “Since the transition agreement was not approved by the BAA’s membership, the terms of the BAA’s potential donation were never finalized.”
The lawsuit also takes issue with a May 2014 issue of “The Baylor Line” the BAA published to share its version of the tumultuous relationship with Baylor and the events that led to the transition agreement.
The suit states that the magazine “further demonstrates that BAA is continuing to rely on Baylor’s marks and good will to publish a magazine that does not promote union and good fellowship among Baylor alumni.”
Keith Starr told the Tribune-Herald last week that the BAA was still hopeful for a compromise with the university.
“Nobody that I know of from the alumni association is looking for a fight with Baylor,” Keith Starr said. “We love the university. Nobody would serve on the alumni association board or assume a position of leadership within the alumni association if they weren’t committed to the university.”