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Source documents: 1991 Westminster Choir College agreements

At a press conference and in a federal lawsuit that was filed on Tuesday, the Coalition to Save Westminster Choir College in Princeton has argued that the terms a 1991 merger agreement between the choir college and Rider College (now Rider University) would be violated if the choir college is shut down or moved from Princeton. A part of the intent of that agreement was to prevent the merger from becoming a land grab where a school could take Westminster over and later shut down the school and sell the land, supporters of the school have argued.

We know how much our readers love source documents and like to judge the merits of a case for themselves. Following are the 1991 merger agreement and another 1991 agreement with Princeton Theological Seminary. We have also included a copy of the lawsuit that was filed in New York.

Full 1991 Merger Agreement,Westminster Choir College and Rider

Full 1991 Agreement Between Westminster Choir College and Princeton Theological Seminary

2017 Lawsuit against Rider University

Krystal Knapp

Krystal Knapp is the founding editor of Planet Princeton. She can be reached via email at editor AT planetprinceton.com. Send all letters to the editor and press releases to that email address.

  • SaveWestminster

    You wrote: “I wrote early that, in my opinion, the section 2 “Affiliation” requirements pertain to obligations of Rider so long as there is an Affilation.”

    You overlook the fact that the section refers to the responsibilities during both the Affiliation and the Merger.

    You wrote: “And indeed, Courts are extremely reluctant to impose obstacles on a party’s right to transfer its property.”

    You ignore the statements in the merger contract outlining the responsibilities of Rider after the merger. You seem to ignore the explicit language in the contract allowing specific programs within the school to be dropped while still prohibiting from dropping the overall school and its mission. By ignoring the language in the contract, you are making the argument that the argument that the responsibilities can be ignored after the Affiliation period.

    I can only infer that you have some unvoiced bias against the school as this appears to be pretty clear contract law. We’ll see how the courts rule.

  • Robert Dana

    That does not logically follow from my comments. Once more, so long as WCC is part of Rider it must be run in accordance with Sec. 2.1. But nothing prevents Rider from terminating the program. We’ll see Holmes!

  • Savewestminster

    By your logic, any contract becomes meaningless after a few years have passed. The contract spells out the responsibilities of the merged institution. It doesn’t say that the responsibilities disappear after three years.

  • Robert Dana

    Oh my goodness. I wrote early that, in my opinion, the section 2 “Affiliation” requirements pertain to obligations of Rider so long as there is an Affilation. There’s nothing in the Agreement that says the Affiliation is perpetual. And indeed, Courts are extremely reluctant to impose obstacles on a party’s right to transfer its property. I don’t know what more I can say. As I’ve said, or implied, to you umpteen times – it’s not a slam dunk for your side.

  • SaveWestminster

    But opinions based on the contract’s language.

  • Robert Dana

    I did read it and so stated in an earlier comment. Your claim is therefore wrong. It IS about opinions. Legal opinions. I’ve done this for over 35 years. It’s not black and white. Very grey.

  • SaveWestminster

    Perhaps you don’t realize that this isn’t about our opinions, but what the merger agreement states. You don’t appear interested in looking at its language.

    My only bias is a belief that legal documents should be respected and followed. It appears that the merger contract is being violated.

  • Robert Dana

    No. See my comment above. I’m trying to look at it in an unbiased way and based on my experience. (Based on your handle, you appear to be biased. Understandable.) Taken to its logical extreme, your position is that Rider must keep WCC up and running in perpetuity? That’s simply not reasonable. The remedy sought is an injunction. An injunction is an extraordinary remedy. Courts are reluctant to grant them. They prefer granting “legal” relief — i.e., money damages — to the prevailing party. When they do consider the issuance of an injunction they look at the equities of the situation. I just don’t see the Court requiring Rider to run the WCC program forever. Sorry.

  • SaveWestminster

    I have faith that the Court doesn’t accept alternative facts like the ones you are presenting. Section 2.1 clearly states Rider’s obligation during the Affiliation and after the merger. These obligations include “preserving, promoting, and enhancing” WCC’s mission and programs using WCC’s resources to carryout the mission.

    Do you have an issue with WCC that you are posting claims that are clearly contradicted by the merger agreement? If you have a different interpretation of the language, please post it, but can we agree on the language that’s there in black and white?

  • Robert Dana

    Don’t agree. Those obligations – I think you mean 2.1 – pertain to Rider’s obligations during the “Affiliation.” But no prohibition on Rider from dropping program. The Court will not require this. Sorry.

  • SaveWestminster

    Sections 2.a,b,c,d. are clear. Rider cannot shut WCC down.

  • Marcia Wood

    Sale of the property was anticipated, so they will have a tough time alleging that Rider cannot sell. The 50% deal was only in the first three years after the merger, so that’s moot. The interesting argument will be made on whether it is not “impracticable” to keep WCC open. Interesting arguments can be made on either side.

  • Robert Dana

    Appears to be mandated? Based on these documents I don’t see a Court issuing an injunction – (an extraordinary remedy) – requiring Ryder to keep WWC open.

  • Dan D’Menny

    Looking forward to the obfuscation Bruce Afran brings up over these documents . . . as they don’t exactly support his contentions.

  • SaveWestminster

    The merger agreement suggests that Rider can sell the property as long as half of the money is used to support WCC programs. I don’t see that selling the property is prohibited. Keeping WCC open appears to be mandated.

  • Alison Totten

    Love those source documents <3

  • T J Elliott

    Excellent journalism here

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