David A.

Campbell
1375 E. 9th Street, Suite 2250
Cleveland, Ohio 44114
David.A.Campbell@lewisbrisbois.com
Direct: 216.298.1261

July 9, 2023

VIA ELECTRONIC MAIL

Stephanie D. Taylor
Vice President & General Counsel
Office of General Counsel
105 Stewart Hall
P.O. Box 6204
Morgantown, WV 26506-6204
Email: Stephanie.Taylor@mail.wvu.edu

Re: Robert E. Huggins/West Virginia University Head Basketball Coach

Dear Ms. Taylor:

Thank you for the response letter sent on July 8, 2023. This letter confirms that Lewis
Brisbois Bisgaard & Smith, LLP represents Robert E. Huggins, West Virginia University’s (“WVU”)
Head Basketball Coach with respect to his return to active coaching duties with WVU. Please direct
all future communications on this topic to my attention.

Your letter was clearly written with the intention of forwarding it to the media rather than
addressing the important legal issues that WVU is facing. For example, the letter begins with a quote
made for Twitter: “We are frankly confused by the allegations within the letter.” However, the facts
that are later set forth in your letter confirm, without question, the following two material facts: (1)
Coach Huggins never submitted an effective resignation under the Employment Agreement; and (2)
WVU has been knowingly misrepresenting the facts over the last weeks in order to manufacture the
appearance of an effective resignation. Both issues are fully addressed below.

As to the resignation, your letter confirms the key fact that my letter relies upon – Coach
Huggins’ wife, not Coach Huggins or his attorney, submitted the purported notice of resignation. In
addition, the purported notice of resignation was not sent pursuant to Section XIV of the Employment
Agreement that requires Coach Huggins to send the Athletic Director and WVU’s General Counsel
notice in writing via registered or certified mail. In fact, your letter not only confirms these material
facts, but it is now apparent that this was not an error on the part of the Athletics Department, but
rather your office gave the direction to Coach Huggins’ wife on how to submit the email WVU now
relies upon as termination of the Employment Agreement.

ARIZONA • CALIFORNIA • COLORADO • CONNECTICUT • DELAWARE • FLORIDA • GEORGIA • ILLINOIS • INDIANA • KANSAS • KENTUCKY • LOUISIANA
MARYLAND • MASSACHUSETTS • MINNESOTA • MISSOURI • NEVADA • NEW JERSEY • NEW MEXICO • NEW YORK • NORTH CAROLINA
OHIO • OREGON • PENNSYLVANIA • RHODE ISLAND • TEXAS • UTAH • VIRGINIA • WASHINGTON • WASHINGTON D.C. • WEST VIRGINIA
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Stephanie Taylor
July 9, 2023
Page 2

To leave no doubt as to the interpretation of the Employment Agreement, West Virginia law
makes clear that contract language that is clear and unambiguous is “‘not subject to judicial
construction or interpretation, but full effect will be given to the plain meaning intended.’” Farmers &
Mechanics Mut. Ins. Co. v. Allen, 236 W. Va. 269, 778 S.E.2d 718, Syl. Pt. 1 (W.Va. 2015) (quoting
Keffer v. Prudential Ins. Co. of America, 153 W. Va. 813, 172 S.E.2d 714, Syl. (W.Va. 1970)); see
also Capitol Chrysler-Plymouth, Inc. v. Megginson, 207 W. Va. 325, 532 S.E.2d 43, 48 (W. Va. 2000)
(quoting Kanawha Banking and Trust Co. v. Gilbert, 131 W. Va. 88, 46 S.E.2d 225 (W. Va. 1947))
("[w]hen a written contract is clear and unambiguous its meaning and legal effect must be determined
solely from its contents and it will be given full force and effect according to its plain terms and
provisions"). Section XIII confirms that the Employment Agreement was negotiated in good faith at
arm’s length and both parties negotiated the Employment Agreement with the advice of counsel.
Section X of the Employment Agreement requires any “modification, amendment or addendum” to
the Employment Agreement to be made in a writing and signed by both parties. The Amendment
was signed pursuant to Section X of the Employment Agreement and it confirmed that all terms of
the Employment Agreement remain in full force and effect unless modified by the Amendment.
Finally, and most importantly, Section XIV of the Employment Agreement, which was not modified
by the Amendment, requires “[a]ny and all notices required or permitted to be given under [the
Employment Agreement] will be sufficient if furnished in writing and sent by registered or certified
mail. . . .” Section XIV further requires Coach Huggins to send such written notice of his resignation
to the Athletic Director and WVU’s General Counsel. Accordingly, based on the plain language of
the Employment Agreement and clear West Virginia law, an email from Coach Huggins’ wife to Steve
Uryasz, WVU’s Deputy Athletics Director, is not effective notice of resignation under the Employment
Agreement.

The plain language of the Employment Agreement will be applied by the Court. In fact, many
courts have held that when a contract sets forth a method for notice, the Parties must comply with
that method in order to effectively terminate an agreement. Teragram Corp. v. Marketwatch.com,
Inc., 2004 U.S. Dist. LEXIS 26410, 2004 WL 3086883, at *5 n.7 (D. Mass. Dec. 29, 2004) (finding e-
mail notice ineffective when an agreement specified that all notices must be delivered by "personal
delivery, certified mail, return receipt requested, or by commercial overnight courier"); Telular Corp.
v. Mentor Graphics Corp., 293 F. Supp. 2d 843, 845 (N.D. Ill. 2003) (finding that a buyer's e-mails to
a seller discussing problems in the development of the product did not comply with the buyer's
contractual obligation to provide a 30-day notice of any non-conforming performance before
terminating the contract, where the contract required that notice be delivered by hand or by registered
or certified mail); Luxottica Group S.p.A. v. Bausch & Lomb, Inc., 160 F. Supp. 2d 545, 551 (S.D.N.Y.
2001) (finding a faxed note to be insufficient notice when an agreement provided that proper notice
of default must be sent "by overnight carrier"); Prudential Carolinas Realty v. Cambridge Dev. Corp.,
872 F. Supp. 256 (finding notice insufficient when it did not comply with contractual provision
mandating that "notices shall be personally delivered or mailed in a sealed wrapper by United States
registered or certified mail, return receipt requested, postage prepaid or delivered to a courier who
guarantees overnight delivery").

Your office apparently recognized this error after the resignation, but WVU elected not to
communicate directly with Coach Huggins in order to verify his position. Rather, WVU set out to tell
the world a very different story. At 10:30 p.m. on June 17, 2023, WVU purported to send a message

LEWIS BRISBOIS BISGAARD & SMITH LLP

www.lewisbrisbois.com

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Stephanie Taylor
July 9, 2023
Page 3

to the WVU community from Coach Huggins. A copy of that message is attached. The message
told a very different story on the nature of the purported resignation. Specifically, the email purported
to include Coach Huggins’ statement on the resignation: “Today, I have submitted a letter to
President Gordon Gee and Vice President and Director of Athletics Wren Baker informing them of
my resignation and intention to retire as head men’s basketball coach at West Virginia University
effective immediately.” This false statement was sent under Coach Huggins’ name, but no signature
is included. In addition, the false, unsigned statement, was accompanied by a joint statement from
the President and Athletics Director that clearly implied that they had received this purported letter
from Coach Huggins: “Coach Huggins informed us of his intent to retire and has submitted his letter
of resignation, and we have accepted it in light of recent events. We support his decision so that he
can focus on his health and family.”

It is quite obvious that WVU was fully aware that an email to Steve Uryasz was not effective
notice under the Employment Agreement. Had that not been the case, the communications sent at
10:30 p.m. would have clearly stated that Steve had received notice from Coach Huggins’ wife. We
hope that litigation is not necessary, but discovery would most certainly reveal why WVU changed
the story at 10:30 p.m., what version of the events President Gee communicated to WVU’s board,
and whether WVU understood that the transfer portal should not have been opened until an effective
resignation was received. However, WVU and Coach Huggins hopefully agree that an amicable
resolution to this dispute is best for the Parties and the WVU community. Please let me know when
you are available to discuss the notice under the Employment Agreement, Coach Huggins’ current
status with WVU, and our plan for moving forward amicably and in the best interests of all involved.

Please let me know when you are free for a call and whether you would like client
representatives to be involved.

Very truly yours,

David A. Campbell for

LEWIS BRISBOIS BISGAARD & SMITH LLP

LEWIS BRISBOIS BISGAARD & SMITH LLP

www.lewisbrisbois.com

126529150.1