Princeton lawyer: Lawsuit against Rider University over Westminster Choir College property will continue

A group of Westminster Choir College alumni, faculty, and donors will continue its lawsuit against Rider University for attempting to sell the choir college property in Princeton. The lawsuit may drag on for several years.

Bruce Afran, the Princeton lawyer representing the group, said rumors that his clients have reached a settlement or plan to drop the lawsuit are false. Afran argues that no one can purchase the property while its ownership is in dispute.

“The property is absolutely not available for anyone to buy, for the simple reason that the ownership of the school property is hotly contested by three parties in two lawsuits,” Afran said. “Rider University, my clients, and Princeton Theological Seminary all claim ownership. Until this is resolved, no one can take title to the property.”

The mayor and council of Princeton are attempting to take over the property using eminent domain. The Princeton Council is set to introduce an ordinance on Monday, Sept. 9, to borrow $49.5 million for the $50 million purchase. Town officials plan to use the property for municipal facilities, recreation, and schools, although they have not consulted the school board on the plan and are acting unilaterally.

“Even through eminent domain, the town will not avoid heavy litigation. Any attempt to take the property by eminent domain would be an attempt to bypass the religious covenant that binds the property,” Afran said. “We would be in a constitutional lawsuit with the town, which could take many years to resolve if they attempt to purchase or seize the property.”

Afran contends the property must be maintained as a charitable trust.

“The court ruled that the choir college property must be held as a charitable trust advancing Christian music education and teaching. It cannot simply be sold to anyone. The courts ruled it’s a religious charity,” Afran said. “There is no chance of the school district or town buying the property legally because, under the First Amendment, the government cannot maintain churches. It’s unconstitutional. The government is not permitted to own and operate religious establishments, except for chapels on military bases. A public school district cannot run a school teaching Christian music and liturgy.”

In 2017, Rider University officials announced that the property would be sold and programs would be moved to the main campus in Lawrence. The school has not operated in Princeton since 2019. Groups still rent space on the Princeton campus, and the Westminster Conservatory of Music, a community music school, continues to use facilities on the campus.

Alumni and donors have argued that Rider University squandered an asset and damaged it, and that the property must be restored to a choir college. Their lawsuit is expected to go to trial at the Superior Court level beginning in late 2025. “It’s a very complicated case,” Afran said. “It will be in the courts for many years to come.”

Attempts to sit down with other interested parties to reach a settlement have gone nowhere, Afran said, adding that the unwillingness of Rider University, Princeton Theological Seminary, and the Princeton governing body to talk to his group is “foolish.”

Rider’s position is that it has fulfilled its duty because Westminster Choir College still exists but has been relocated to the Lawrence campus.

Afran said it is frustrating that no one will talk to his group and collaborate.

“The property could be useful to everyone. We could have a joint project on the land: a new music school, with space for others, and a housing development to fund the new choir school. But no one has been willing to sit down and talk with us,” Afran said. “The seminary and Rider University don’t want to discuss settlement, and the town is not interested in a hybrid arrangement. Everyone wants the whole property for themselves.”

Afran said that if the town proceeds with purchasing the property, it’s unclear who would receive the money, given the ownership dispute. “Unless all parties agree to a settlement, it’s an extremely unlikely scenario,” he said.

Any attempts to purchase the school property now, given the litigation, are “magical thinking,” Afran said. “People are living in an alternate reality,” he added. “My clients aren’t going anywhere.”

According to the plaintiffs, Westminster should be restored as an independent music school.

“That’s all we want. Nothing else will happen until our lawsuit is resolved,” Afran said. “Anything else at this stage is a pipedream.”

“Even through eminent domain, the town will not avoid heavy litigation. Any attempt to take the property by eminent domain would be an attempt to bypass the religious covenant that binds the property,” Afran said. “We would be in a constitutional lawsuit with the town, which could take many years to resolve if they attempt to purchase or seize the property.”

Bruce Afran

Last year, the New Jersey Appellate Division ruled that lawsuits brought by more than 70 faculty members, students, and alumni seeking to block the closure of Westminster Choir College should be returned to the trial court. The court ruled that the plaintiffs had adequately pleaded “bad faith” and “arbitrariness” against Rider University for attempting to monetize Westminster for its own financial benefit. The Appellate Division also held that the students, faculty, and alumni had the right to enforce the merger agreement that led to Rider University acquiring the famed music school.

The plaintiffs are seeking an injunction ordering Rider to either continue operating Westminster Choir College on its Princeton campus, as required under the 1991 agreement, or to make the college independent again, supported by an independent foundation. The Westminster Foundation, which is leading the lawsuits, has made an offer Rider University, according to the foundation.

Westminster Choir College was founded in 1920 by John Finley Williamson as the Westminster Choir of the Westminster Presbyterian Church in Dayton, Ohio. The college began offering a four-year bachelor’s degree in music after relocating to New York in 1929. The college moved to its Princeton campus in 1935 when philanthropist Sophia Strong Taylor, a devout Presbyterian, donated the land to advance the “training of ministers of music of evangelical churches.”

Taylor’s gift came with a significant restriction: the land must be used “for the purpose of training ministers of music of evangelical churches…This covenant shall run with the land and be binding upon [Westminster], its successors, and assigns.”

Taylor also included a mechanism for enforcing the restriction, known as a shifting executory interest: “Should [Westminster] at any time violate its covenant with respect to the use of any part or all of said premises, then the title to all of such premises, including those heretofore conveyed, shall be forfeited by [Westminster] and such title shall thereupon pass to and vest in the Theological Seminary of the Presbyterian Church [now Princeton Theological Seminary].”

Although Westminster operated independently for decades and had a sizeable endowment, it faced severe financial challenges in 1991, with only one semester remaining before it would have to close. After the seminary said it could not commit to operating Westminster Choir College, negotiations began with Rider, a college of about 5,000 students at the time. Rider was eager to acquire Westminster’s music, religion, and arts programs.

The seminary agreed to release its shifting executory interest in a quitclaim deed to Westminster Choir College under the terms of a May 1991 agreement with Westminster. In return, Westminster agreed to a promissory note secured by a mortgage on the Taylor property, which became the responsibility of the merged entity. Rider assumed Westminster’s obligations under the note and mortgage in a June 1992 agreement when the merger took place.

The merger agreement stated that its express purpose was to preserve, promote, and enhance Westminster’s existing mission, purposes, programs, and traditions. The agreement specified that Westminster “shall merge into Rider pursuant to the New Jersey Nonprofit Corporation Act…with the intention of continuing the purposes of [Westminster] in accordance with this agreement.”

In a lawsuit still pending that was filed in 2018, Princeton Theological Seminary claimed it had agreed to assist Westminster in its 1991 merger with Rider based on the understanding that Westminster, or any successor, would continue to operate Westminster Choir College on the Princeton campus, in line with the covenant’s purpose.

The seminary’s lawsuit also alleged that Westminster and Rider never sought judicial approval for the 1991 agreement in which the seminary released its shifting executory interest in Westminster. The lawsuit seeks a declaration of the seminary’s rights with respect to the promissory note or a declaration that the restrictive covenant in the Taylor deed remains in effect.

The seminary also claimed that Rider’s 2017 announcement to sell or close Westminster was an attempt to raise capital for its own mission, unrelated to the grantor’s intent. The seminary argued that this plan violated the 1991 agreement and public policy.

Rider University argued that the plaintiffs’ lawsuit is moot because Westminster’s programs have already moved to Lawrenceville. The Appellate Division disagreed, noting that an order directing Rider to move Westminster back to Princeton could have a practical effect on the controversy.

In June 2023, a Mercer County Superior Court judge ruled in favor of the seminary, declaring that Rider University forfeited the Westminster property to the seminary. That decision was stayed a week later because Rider challenged it. The parties in the case have been filing motions with the court since then. The next case conference is scheduled for Oct. 24.

Afran said if the seminary wins its court case, which Rider can appeal, the seminary would only gain the right to serve as the trustee of a Christian charity. “The seminary cannot simply do whatever it wants with the property or sell it,” Afran said, adding that a sale would provoke more lawsuits, and his group would likely have to sue the seminary.

“If the town or school district wants to expand its land holdings, they should look elsewhere,” Afran said. “Otherwise, they are just buying themselves more litigation.”

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