NO.
19TH JUDICIALDISTRICT COURT FOR THE PARISH OFEAST BATON ROUGE STATE OF LOUISIANA
BRIAN KELLY and BRIAN KELLY FOOTBALL LLC VERSUS
DIVISION
BOARD OF SUPERVISORS OF LOUISIANA STATE UNIVERSITYANDAGRICULTURAL AND MECHANICAL COLLEGE
FILED:
PETITION FOR DECLARATORY JUDGMENT
DEPUTY CLERK
Petitioners Brian Kelly and Brian Kelly Football LLC (collectively, “Coach Kelly”), by and through their undersigned counsel, bring the following claims against Defendant Board of Supervisors of Louisiana State University andAgricultural and Mechanical College (“LSU”) and allege as follows:
NATURE OFTHEACTION
1. This action arises out of LSU’s failure to confirm that it will pay Coach Kelly contractually required liquidated damages following his recent termination On Sunday, October 26, 2025, LSU fired Coach Kelly after a 49-25 loss at home to TexasA&M the previous night The loss to TexasA&M dropped LSU’s football team (the “Team”) to a record of 5-3 for the season and pushed the Team out of theAssociated Press’s ranking of the Top 25 college football teams. LSU has never claimed that Coach Kelly was terminated for cause and, prior to November 10, 2025, never asserted that he engaged in any conduct that would warrant such a termination. To the contrary, LSU repeatedly confirmed, both publicly and to Coach Kelly, that the termination was due to the Team’s performance, not for cause.
2. Coach Kelly’s Employment and IP LicenseAgreement, datedApril 8, 2022 (the “Agreement,” attached hereto as Ex. 1), expressly provides that in the event of a termination without cause, LSU must pay him certain liquidated damages. Despite this unambiguous requirement, LSU is now refusing to confirm that (i) Coach Kelly’s termination was without cause, and (ii) it will pay the full liquidated damages required under theAgreement payments to which Coach Kelly has full legal entitlement.
3. TheAgreement imposes strict procedural requirements for a termination for cause which LSU never even attempted to follow. For example, LSU would have had to (i) inform Coach Kelly in writing of cause prior to his termination and provide a seven-day cure period (Agreement § 11.A.1), (ii) after expiration of the seven-day cure period “but prior to termination for cause,” provide additional “written notice of contemplated termination and a statement of the grounds and facts in support thereof” and allow Coach Kelly an “additional seven calendar days from receipt of such notice to respond in writing and/or present documents or other written evidence to theAthletics Director” (Agreement § 11.A.3) and (iii) allow Coach Kelly to “make a written request for review to the President and submit materials for consideration” (Agreement § 11.A.4). Only then could the President make the final decision to terminate Coach Kelly for cause. (Id.) LSU did not even attempt to satisfy any of these requirements, nor can they do so retroactively
4. LSU also had no basis to terminate Coach Kelly for cause. TheAgreement defines cause to include conduct like violating certain LSU rules, pleading guilty to a felony, committing fraud or engaging in other “serious misconduct ” (Agreement § 11.A.1.) Coach Kelly never engaged in any such conduct, and LSU never relied on any incident of cause prior to Coach Kelly’s termination
5. Accordingly, Coach Kelly is entitled to a declaratory judgment confirming his express contractual right to liquidated damages for his termination without cause.
JURISDICTIONAND VENUE
6. Venue is proper in this judicial district under Louisiana Revised Statute 13:5104(A), as this is a lawsuit against the state of Louisiana or state agencies, and against officers and employees of the state or state agencies, for conduct arising out of the discharge of their official duties or within the course and scope of their employment.
7. Venue is also proper in this parish under Louisiana Code of Civil Procedure Article 76.1 because this is an action on a contract that was executed in East Baton Rouge Parish and work under the contract was to be performed in East Baton Rouge Parish.
8. Moreover, Coach Kelly and LSU agreed that their rights and obligations under the Agreement would be governed by the laws of Louisiana. (Agreement § 22.)
9. Coach Kelly and LSU also expressly agreed that “[a]ny civil action to enforce this Agreement shall be brought in a state or federal court having jurisdiction and domiciled in East Baton Rouge Parish, Louisiana.” (Id.)
PARTIES
10. Petitioner Brian Kelly is an individual of the full age of majority and a resident and domiciliary of this state in East Baton Rouge Parish.
11. Petitioner Brian Kelly Football LLC is a limited liability company formed under the laws of Indiana with its domicile address in South Bend, Indiana. Brian Kelly Football LLC is registered to conduct business in Louisiana. Its principal business establishment in Louisiana is located in East Baton Rouge Parish.
12. The Board of Supervisors of Louisiana State University andAgricultural and Mechanical College is established byArticle 8, Section 7 of the Louisiana Constitution. It is a constitutionally empowered board granted the authority and responsibility to “supervise and manage the institutions, statewide agricultural programs, and other programs administered through its system.”1 Members are appointed by the governor with confirmation of the Senate.
FACTUALBACKGROUND
13. Coach Kelly is one of the most successful and highly touted college football coaches in history. He has almost 35 years of experience as a head coach winning multiple Division II national championships, and leading Division I teams to prominent bowl games and numerous winning seasons.
14. At Grand Valley State University, for example, Coach Kelly achieved a 118-35-2 record and won back-to-back NCAADivision II National Championships in 2002 and 2003. At the University of Cincinnati, Coach Kelly led the team to three back-to-back double-digit win seasons, including one 12-1 season. Most notably, Coach Kelly became the winningest coach in Notre Dame history with a 113-40 record. Under Coach Kelly’s leadership, Notre Dame had two undefeated regular seasons, two College Football Playoff appearances and ten bowl game appearances. As head coach at Notre Dame, Coach Kelly was the first coach in history to achieve six 10-win seasons in a seven-year span. In his final season at Notre Dame, Coach Kelly led his team to an 11-1 season. 1 https://www.lsu.edu/bos/index.php
15. Coach Kelly has also won numerous coaching accolades, including being named the Big East Coach of the Year on three separate occasions, theACC Coach of the Year in 2020 and a two-time AP National Coach of the Year
16. Coach Kelly was hired as the head coach of the Team on November 30, 2021. The LSU football program has a successful history, and is widely considered one of college football’s best programs The Team ranks 15th-best in winning percentage in NCAADivision I FBS history and claims four national championships. In fact, the three head coaches before Coach Kelly all won national championships with the Team (Nick Saban in 2003, Les Miles in 2007 and Ed Orgeron in 2019). However, in 2021, the Team had a record of only 6-7 and had slipped in the rankings, and the Team was looking for a change.
17. LSU was ecstatic to welcome Coach Kelly to Baton Rouge, announcing that “the search for LSU Football’s next championship head coach is over”2 Then-President William F Tate IV highlighted Coach Kelly’s hiring calling it “a historic moment for Louisiana State University”3 Then-Athletics Director Scott Woodward echoed this sentiment, claiming Coach Kelly’s “winning days are just getting started.”4 As Mr Woodward put it, “[Coach Kelly]’s not here to taste success. He’s here to sustain it. His vision for what LSU football can become is the same as ours. He’s not here to simply fit into our culture. He’s here to transform it. And most importantly, his expectations for LSU football are the same as ours. He’s not just here to win. He’s here to win championships.”5
TheAgreement
18. Coach Kelly and LSU executed a term sheet in November 2021 and the Agreement inApril 2022. TheAgreement provides that Coach Kelly would serve as the Head Coach of the Team for a ten-year term (the “Term”), from November 28, 2021, to December 31, 2031, or following the Team’s last game of the 2031–2032 season. (Agreement §§ 1, 2.)
19. TheAgreement requires LSU to pay Coach Kelly a base salary of $400,000 annually (“Base Salary”). (Agreement § 1.) In addition, theAgreement requires LSU to make
2 https://lsusports.net/sports/fb/roster/coach/briankelly/#:~:text=In%2035%20years%20as%20a%20collegiate%20head,the%20winningest%20coach%20in%20N otre%20Dame%20history
3 https://www.si.com/college/lsu/football/lsu-brian-kelly-official-hiring-press-release
4 https://www.espn.com/college-football/story/_/id/32763382/brian-kelly-says-lsu-tigers-football-coaching-jobtoo-good-pass-up
5 Id.
the following supplemental compensation payments (“Supplemental Compensation”) to Coach Kelly for his intellectual property rights and services in connection with LSU-sanctioned media:
For the Period Supplemental Compensation
Start Date through December 31, 2022
January 1, 2023, through December 31, 2024
January 1, 2025, through December 31, 2026
January 1, 2027, through December 31, 2028
January 1, 2029, through December 31, 2030
January 1, 2031, through End Date
(Schedule A§ 1.A.)
$8,600,000
$8,800,000
$9,000,000
$9,200,000
$9,400,000
$9,600,000
20. In addition to the Base Salary and Supplemental Compensation, theAgreement provides for payments of an additional $500,000 per year during the Term if Coach Kelly remained continuously employed (“Longevity Compensation”). (Schedule A§ 1.B.) It also requires LSU to make incentive-based payments and to provide other benefits to Coach Kelly while he serves as Head Coach. (Agreement §§ 8, 9.)
21. TheAgreement grants LSU the right to terminate Coach Kelly upon written notice (Agreement § 11.) The controlling terms differ depending on whether the termination is for “cause” or “without cause.” (Id.)
22. If LSU terminates Coach Kelly “without cause,” LSU is required to pay Coach Kelly the full liquidated damages provided for in Schedule A. (Agreement § 11.B.1.)
Schedule Aof theAgreement provides that upon termination “without cause,” LSU will pay Coach Kelly liquidated damages in the amount of 90 percent of both his Base Salary and Supplemental Compensation, which would have been payable to Coach Kelly for the unexpired Term. (Schedule A§ 3.) He is also entitled to any prorated Longevity Compensation for the year in which termination occurs. (Id.) In addition, upon termination “without cause,” LSU is required to pay Coach Kelly any compensation he earned prior to the termination date. (Agreement § 11.B.2.)
23. So long as the liquidated damages obligation remains in effect, Coach Kelly is under a duty to exercise due diligence and good faith in seeking football-related employment. (Schedule A§ 3.B.) Qualifying employment includes intercollegiate or professional coaching, administration or media positions. (Id.) The amount owed by LSU shall be reduced by any compensation Coach Kelly earns or receives from the termination date until LSU’s liquidated damages obligation ceases to exist (Id.) Coach Kelly shall notify LSU of any compensation and
the corresponding amount of offset due to LSU, and shall provide documentation requested by LSU. (Id.)
24. If LSU terminates Coach Kelly for “cause,” it is required to provide Coach Kelly an initial written notice and to provide a seven-day cure period. (Agreement § 11.A.1.) If no cure occurs after seven days, then LSU is required, “prior to termination for cause,” to provide Coach Kelly further “written notice of contemplated termination and a statement of the grounds and facts in support thereof ” (Agreement § 11.A.3.) Coach Kelly would then be entitled to “an additional seven calendar days from receipt of such notice to respond in writing and/or present documents or other written evidence to theAthletics Director” (Id.) Following any review by theAthletics Director, LSU would again need to provide Coach Kelly with written notice of a decision, and he would then be afforded the opportunity to make “a written request for review to the President and submit materials for consideration ” (Agreement § 11.A.4.)
25. Only upon completion of the foregoing process could the President make a final decision to terminate Coach Kelly for “cause.” (Id.)
26. Section 11.A.1 of theAgreement defines “cause” to include conduct like violating certain LSU rules, pleading guilty to a felony, committing fraud or engaging in other “serious misconduct.” (Agreement § 11.A.1.)
Coach Kelly’s Tenure
27. In Coach Kelly’s first season with the Team, he hit the ground running ready to turn things around. He immediately had success, ending his first season with a 10-4 record, an SEC West Division title, a Citrus Bowl win and an appearance in the SEC Championship game. More so, Coach Kelly’s first season was a notable departure from the previous two seasons in which the Team had won only a combined 11 games.
28. In 2023, Coach Kelly followed up on his successful first season at LSU by leading the Team on another 10-win campaign and ending with a win at the ReliaQuest Bowl against Wisconsin. The Team’s offense ranked No. 2 in program history, it led the nation in scoring and total yards and quarterback Jayden Daniels won the Heisman Trophy
29. In year three, the Team ended with a 9-4 record, and a victory over Baylor University in the Texas Bowl. This was the third consecutive bowl win for the Team under Coach Kelly’s leadership.
30. However, the 2025 season was not shaping up to be as successful. While the Team won their first four games of the season, they subsequently lost to Ole Miss on September 27 and Vanderbilt on October 18. The Team next faced TexasA&M at home on October 25. Leading up to that matchup, TexasA&M had not beaten the Team at home since 1994. After leading 18-14 at the half, the Team was scoreless for most of the second half while allowing TexasA&M to score 35 points to win 49-25 This loss likely foreclosed any potential playoff opportunity
Coach Kelly’s Termination
31. On October 26, 2025, the day after the TexasA&M game, Coach Kelly met with Mr. Woodward, Julie Cromer,Austin Thomas and VergeAusberry, then-executive deputy athletics director (now permanentAthletics Director). In this meeting, LSU terminated Coach Kelly, acknowledging that this termination was without cause. Coach Kelly confirmed the substance of this meeting to Mr. Woodward later that day, and noted that he would be “open to [LSU’s] desire to reach a settlement” but that it had to “make sense financially” (Ex. 2.)
32. That same day, Mr Woodward publicly announced Coach Kelly’s termination, citing performance-related reasons for the firing. He stated, “When Coach Kelly arrived at LSU four years ago, we had high hopes that he would lead us to multiple SEC and national championships during his time in Baton Rouge . . . [U]ltimately, the success at the level that LSU demands simply did not materialize, and I made the decision to make a change after last night’s game.”6
33. In the same meeting on October 26, Mr. Woodward informed Coach Kelly that LSU wished to enter into negotiations to replace the liquidated damages payments specified in theAgreement with one or more accelerated payments of a mutually agreeable amount that would not be subject to offset, and offered a lump-sum payment of $25,000,000 and the elimination of theAgreement’s provisions pertaining to mitigation and offset of the liquidated damages set forth in Schedule A, Section 3.B. Later that day, in a call with Ms. Cromer and Matt LaBorde, LSU increased its offer to two installments representing a total payment of $30,000,000 and again including elimination of the mitigation and offset provisions of the Agreement.
6 https://lsusports.net/news/2025/10/26/lsu-athletics-announces-leadership-change-in-football/
34. Gordon McKernan, an LSU booster, attended a meeting with Louisiana Governor Jeff Landry on the day of Coach Kelly’s termination.7 Mr. McKernan acknowledged that the Team remains obligated to pay Coach Kelly under theAgreement and that it was considering a negotiated buyout, under which LSU would pay a reduced amount over a shorter period.
35. On October 27, 2025, Coach Kelly’s representatives spoke to LSU about his termination. On that call, LSU confirmed that it intended to honor the terms of theAgreement pertaining to termination without cause. Coach Kelly’s representatives memorialized these discussions as well. (Ex. 3.)
36. On October 29, 2025, Gov. Landry acknowledged that LSU owes Coach Kelly the liquidated damages and criticized Mr. Woodward for making such a deal: “I can tell you right now, Scott Woodward is not selecting our next coach Right now, we’ve got a $53 million liability. We are not doing that again.”8
37. On October 30, 2025, LSU forced Mr. Woodward to resign asAthletics Director. Mr Ausberry became the interimAthletics Director and later was named the permanentAthletics Director
38. On October 31, 2025, Coach Kelly’s representatives reiterated that Coach Kelly remains “open to any additional offers that LSU would like to make to amend its liquidated damages payment obligations by accelerating payments and/or eliminating the mitigation and offset provisions of theAgreement.” (Ex. 4.)
39. On November 1, 2025, Mr Ausberry communicated with Coach Kelly’s representatives and did not rebut the fact that the termination was without cause. Mr. Ausberry instead merely stated that someone from the Board of Supervisors as opposed to someone from the Governor’s office would be reaching out to Coach Kelly. (Ex. 5.)
40. On November 5, 2025, Coach Kelly requested that LSU confirm in writing, by November 10, 2025, that LSU would honor its contractual obligations to pay Coach Kelly the liquidated damages provided for under theAgreement. (Ex. 6.) Coach Kelly also reiterated that he had rejected LSU’s settlement offers but stated he remained open to any additional offers that LSU would like to make to amend its liquidated damages payment obligations by accelerating
7 https://www.wbir.com/video/sports/locked-on/lo-new-orleans/lsu-tigers-show/booster-tells-all-why-lsu-firedbrian-kelly-gov-landry-meeting-and-lane-kiffin-dream-hire/535-c7e46fbd-8868-4c87-bd3b-080d2d4fb692
8 https://www.espn.com/college-football/story/_/id/46773515/gov-jeff-landry-critical-ad-scott-woodward-amidlsu-shakeup
payments and/or eliminating the mitigation and offset provisions of theAgreement. Coach Kelly informed LSU that absent any such agreement, he intends to enforce the current terms of Section 11.B.1 and Schedule Aof theAgreement.
41. On November 6, 2025, Coach Kelly issued his first statement post-termination: “The journey began with great expectations with my own vision of how to get there. Sometimes the journey does not end the way we hope. But when I think of our time together, I will remember and appreciate what we did accomplish The roar of Death Valley when we beat Alabama. The losses will always hurt, but I will remember all the wins.”9 Coach Kelly also noted that he would still be “watching and cheering” for the Team.
42. On November 10, 2025, at the request of LSU, LSU’s representatives had a call with Coach Kelly’s representatives, where LSU took the position that Coach Kelly had not been formally terminated and informed Coach Kelly’s representatives, for the very first time, that LSU believed grounds for termination for cause existed. LSU also informed Coach Kelly’s representatives that it did not believe that then-Athletics Director Woodward had the authority to terminate Coach Kelly and/or make settlement offers to him. Coach Kelly’s representatives informed LSU that Coach Kelly disagreed with each of LSU’s new positions, including (i) the idea that he somehow had not been terminated, (ii) that the then-Athletics Director Woodward was not acting with authority (in a meeting attended by several LSU athletics officials, including the currentAthletics DirectorAusberry), and (iii) that there were any grounds for termination with cause (or that LSU could manufacture any such grounds after his termination), thus necessitating this action.
CAUSE OFACTION: DECLARATORY JUDGMENT
43. Coach Kelly realleges and incorporates all preceding paragraphs of his Complaint as if fully set forth herein.
44. LSU repeatedly confirmed, both publicly and to Coach Kelly, that Coach Kelly’s termination was due to the Team’s performance, not for cause
45. LSU never asserted that Coach Kelly was terminated for cause and, prior to November 10, 2025, never asserted that any potential justification for such a termination exists.
46. LSU now refuses to confirm in writing that Coach Kelly was terminated without cause and thus is owed the full liquidated damages provided for in Schedule Aof theAgreement
9 https://x.com/CoachBrianKelly/status/1986539095925907477/photo/1
47. Under the express terms of Section 11.A.3 of the Agreement, if LSU were to assert cause, it was required to do so in writing prior to Coach Kelly’s termination and to provide a seven-day cure period. (Agreement § 11.A.1.)
48. If no cure occurred after seven days, then LSU was required to provide Coach Kelly further written notice detailing the grounds and facts in support of termination. (Agreement § 11.A.3.)
49. Coach Kelly would then be entitled “prior to termination for cause” to “an additional seven calendar days from receipt of such notice to respond in writing and/or present documents or other written evidence to theAthletics Director” (Id.)
50. Following any review by theAthletics Director, LSU would again need to provide Coach Kelly with written notice of a decision and he would then be afforded the opportunity to make “a written request for review to the President and submit materials for consideration ” (Agreement § 11.A.4.)
51. Only after following the foregoing process could the President make the final decision to terminate Coach Kelly for cause. (Id.)
52. LSU did not attempt to satisfy any of these requirements, nor can they be satisfied at this time.
53. Accordingly, Coach Kelly requests a declaratory judgment confirming that LSU’s termination of Coach Kelly is without cause and that Coach Kelly is entitled to receive the full liquidated damages provided for in ScheduleAof theAgreement.
PRAYER FOR RELIEF
WHEREFORE, Coach Kelly respectfully demands judgment as follows:
A. A declaratory judgment confirming that LSU’s termination of Coach Kelly is without cause and that Coach Kelly is entitled to receive the full liquidated damages provided for in Schedule A of the Agreement;
B. An award of all attorneys’ fees and costs of suit; and
C. Such other and further relief as the Court deems just and proper, including further equitable relief to enforce the requested declaratory judgment.
Dated: November 10, 2025
Respectfully submitted,
/s/ Michael Q. Walshe, Jr
Michael Q. Walshe, Jr., La. Bar No. 23968 Walter F. Metzinger III, La. Bar No. 37799 of Stone Pigman Walther Wittmann L.L.C. 909 Poydras Street, Suite 3150
New Orleans, Louisiana 70112
Phone: (504) 581-3200
Fax: (504) 596-0881 mwalshe@stonepigman.com fmetzinger@stonepigman.com
/s/ Robert A. Fumerton SKADDEN,ARPS, SLATE, MEAGHER & FLOM LLP
RobertA. Fumerton (pro hac vice forthcoming) Julie E. Cohen (pro hac vice forthcoming) One Manhattan West New York, New York 10001
Phone: (212) 735-3000
Fax: (212) 735-2000 robert.fumerton@skadden.com julie.cohen@skadden.com
Counsel for Plaintiff Brian Kelly and Brian Kelly Football LLC
Please Serve: Board of Supervisors of Louisiana State University andAgricultural and Mechanical College Through itsAgent for Service of Process 104B UniversityAdministration Building 3810 W. Lakeshore Dr Baton Rouge, Louisiana 70808
