Agreement would allow new owners to close Westminster Choir College or programs
The buyers of Westminster Choir College are not obligated to continue operating the college or specific programs if they decide it would not be practical or economically feasible, according to language in the purchase and sales agreement signed last June.
Under the agreement, the buyers — listed as the Beijing Wenhuaxuexin Education Investment Limited Company, Princeton Westminster International LLC, and the Westminster Choir College Acquisition Corporation — have agreed to operate the choir college at its current Princeton location on Walnut Street for a minimum of 10 years from the real estate closing date. They also agreed to substantially maintain the current academic programs at the college for five years from the closing date, subject to plans to modify, expand or incorporate the choir college into their new programs and program portfolio.
In spite of those clauses in the agreement, the new owners can still close the school at any time if they decide the it is not feasible to operate the school.
“Buyer Parties shall not be obligated to continue any specific programs or the Programs of WCC, or to continue to operate or to maintain the college, if the affected Buyer Party determines, in good faith, that such continued action would be substantially impracticable, economically infeasible or would substantially adversely affect WCC, its business, operations and/or the acquired business,” reads the agreement.
Under the agreement, a dual degree program would be created to allow students from the People’s Republic of China to receive degrees from Rider University until the new school obtains accreditation from the ministry of education in the People’s Republic of China.
Rider University has also agreed not to directly or indirectly compete with existing programs offered at Westminster Choir College for five years after the closing date.
A copy of the agreement was obtained by the Westminster Foundation from the New Jersey Attorney General. The faculty union at Rider University has posted a copy of the 100-page document online, and issued a statement about the agreement, expressing shock about the clause that faculty members say effectively allows the buyer to negate the five- and ten-year promises at any time.
“This latest revelation fits a continuing pattern of deceit. If the Princeton Theological Seminary and Westminster Foundation weren’t suing Rider, we would never have learned of this provision until it was too late,” said Westminster faculty member Joel Phillips.
“For more than nine months, Rider President Greg Dell’Omo and the board of trustees have been assuring the university community, as well as the courts and the media, that there are iron-clad guarantees for the long-term continuation of Westminster,” said Jeff Halpern, contract administrator for the Rider University faculty union. “Now we learn that in fact, they negotiated an agreement that allows for the immediate closure of the school. In my opinion, that goes beyond a simple lack of forthrightness to a serious breach of trust.”
Rider University spokeswoman Kristine Brown issued a statement about the agreement, saying school officials engaged in a “thorough and thoughtful process to seek a partner with the financial resources to keep Westminster Choir College open and operating at its existing location” in Princeton.
“The Rider Board has worked ceaselessly to find a partner to continue to operate WCC and ultimately determined that the transaction proposed by the current buyer was the best opportunity to preserve WCC in Princeton,” she said in the statement. “Rider has found a buyer willing to keep Westminster open and to make a commitment to invest $16 million in Westminster over a five-year period. The buyers also committed to operate the Westminster Choir College at the current campus location for no less than 10 years, and to substantially maintain the current academic offerings for no less than five years.”
Brown claimed that the ability to “modify, change, or discontinue academic offerings and programs because they are deemed substantially impracticable, economically infeasible or would substantially adversely affect WCC or Rider” is the same right under which Rider has operated Westminster under the terms of the merger agreement entered into between Rider and Westminster in 1991. “It is irresponsible to suggest that Rider entered into an agreement that allows the buyer to close Westminster at any time,” she said.
Many faculty members and some alumni are urging the New Jersey Attorney General to block the sale of the school.
Six New Jersey assemblymen also have proposed legislation opposing the sale of the school to a company that is tied to the communist Chinese government.
“This concurrent resolution opposes the sale of Westminster Choir College by Rider to Beijing Kaiwen Education Technology (Kaiwen Education) because the proposed sale of the choir college to a Chinese government-owned company could jeopardize the security of United States citizens,” reads New Jersey Assembly Concurrent Resolution 222, which was introduced last month.
At least two lawsuits have also been filed challenging the sale of the school.
Read the contract when you first posted it. The language is actually looser than quoted her. A little creative accounting and the College is gone. And the response from Rider is bogus. Rider and Westminster was a merger of two nonprofits. The Chinese company is primarily a for-profit corporation.
hope this works out
Such a lovely institution . . . that does wonderful work. And, it appears, financially unviable, as a going concern. Depending on what the Planning/Zoning boards allow, the land is worth more than the institution (in $$’s, at least)
Anyone want to buy 23 acres in Princeton, leave it as is and try to run a musical conservatory?
Where is the solution? If this offer is so bad, then where’s your suggestion of another option?
It’s so easy to sling arrows from afar.
Why not stop complaining and get an offer together that is a viable alternative rather than tear apart the only option there is so far? What is really tragic is that no one is able to pull together another viable alternative…and no using up the school’s endowment does not count as a viable option.
Everyone can litigate this option to death but in the big picture…
all those actions will not help the school survive.
Is that the result everyone taking these actions intend & are striving for?
We’re talking about a non-profit organization registered with the IRS. Non-profits cannot be bought or sold. One reason for this is so that the social and cultural benefits from such institutions cannot be obliterated by the highest bidder. If USA as a sovereign entity cannot protect its own natiobal interests through tax laws, then what hope do we have of continuing as an independent country? This is a hostile takeover, just like foreign purchases of water and electric companies. A contract of sale, even if it were legal on its face, cannot override applicable IRS regulations.
Surely there are other universities in the US that would be capable of embracing WCC as a choral college, even as a satellite location far from their main campus. For an example look to past programs,by Antioch College, which launched my law school Antioch School of Law, in Wash DC, a considerable distance from the Ohio mother school location. WCC is a gem in the evolution of choral music in the US, I see in this sale only another corporate real estate grab. Did the lady who was the WCC benefactor place any restrictive covenants on her gift? As to the uses of the land, blgs, or properyy?
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