<p>“The Hopkins-Belward dispute is about much more than the law of contracts. It turns on whether courts should consider donors’ intentions as well as what was written down.”</p>
<p>The family of Elizabeth Banks, who donated a large parcel of farmland to Johns Hopkins University with her understanding it would be used in a specific way that included open space and a low key research campus, wants to introduce many written records, such as letters Hopkins’s Dearden (now an aerospace executive in California) wrote to colleagues acknowledging Banks’s demands.</p>
<p>Dearden said, “Regarding Elizabeth and what she wanted, she was very clear in letting us know at the time what she wanted, and what she did not… She expected an academic campus, yes, and open space, yes.”</p>
<p>After Banks died, Hopkins submitted plans that would triple the density to twenty three buildings with parking for 12,000 cars and would bring in 47,000 jobs. The county cut Hopkins’ request somewhat, and the family filed suit.</p>
<p>Lawyers for Hopkins say Banks was not sufficiently explicit in the contract. Two lower courts have ruled the contract language is unambiguous and gives Hopkins far more latitude to develop the land than Banks’ heirs claim.</p>
<p>The case goes to the Maryland Court of Appeals this spring.</p>
<p>If Banks’ heirs lose, future donors may reconsider donations, may consider they need extensive legal advice to be sure their wishes are followed, and may decide it isn’t worth it to donate at all.</p>
<p>Interesting case. Does not give me a warm, fuzzy feeling towards Johns Hopkins, though. </p>
<p>Unfortunately in this case, an “understanding” is not a contract unless Dearden kept detailed notes of the conversations he had with Banks. I’d recommend that Hopkins compromise and incorporate green space into its plan for the land up to 50 percent of the total acreage, perhaps akin to how Frederick Law Olmsted designed college campuses to fit within a landscape, that would retain many of the current features. Wouldn’t it be interesting if they could invert the buildings so that research could be done underground? They could at least put the parking underground.</p>
<p>At many institutions, a disclaimer, that the organization may use the donation for other purposes in the future should it be in its best interest, is included in the body of any gift agreement. That way, should the institution’s mission or needs change, or in the case of a scholarship, should there not be any students that meet the original criteria, the money or gift can be used differently. I’m wondering if that’s the case here.</p>
<p>I think in matters where no legal professionals are involved and the exchange is not particularly valuable (for instance, let’s say pet adoption) then the intent should matter if can be reasonably determined. But in a case like this, huge estate, lawyers involved, nothing should matter expect what’s on paper. There’s a reason why lawyers exist after all. </p>
<p>That’s just my opinion, worthless as it may be.</p>
<p>Hard for me to be angry at JHU for creating jobs and following the contract.</p>
<p>actually, if it is ‘ambiguous’ that is specifically when you CAN bring in contemporaneous information to interpret the contract, and the ‘meeting of the minds’ would have been with the guy who wrote the letter saying her intent as to open space etc was clear. So the question then is whether that in itself clearly prohibits what is being done. How much open space is left?</p>
<p>I live literally across the street from the site in question. When my sons were young, we drove past her farm to see the cows and wave at her. The cows are long gone and her land is surrounded by housing subdivisions and corporate office parks. Any one who knew her would understand her intent was to preserve as much open space as possible. That’s why she sold the land to JHU for $5 million when she could have sold to developers for many times that amount.</p>
<p>The density of the JHU plan is appalling. Not only does it completely violate her intent, it is way too much for the area. Yes, it will create jobs. But also a traffic and environmental nightmare. I’m not an attorney, but I recall the news coverage when she sold the land to JHU and when she died, and it was always described as a bucolic satellite campus - not an urban density city development! The fact that they waited until after she died to reveal their true plans speaks volumes! Hoping they lose in court is an understatement!</p>
<p>I think the intent of the deal is 100% clear, and if JHU managed to trick her or insert language into the agreement which they can now term as ambiguous, shame on them!</p>
<p>Wow, Rockvillemom, it must be difficult to live so close to the farm and see this playing itself out. It is infuriating to read about, even from one county away.</p>
<p>Posters should read the article. It is clear that every moment of Banks’ life was spent honoring the land, and looking for a way to keep it together with as much open space as possible.</p>
<p>“The impact of the Belward Farm case could extend well beyond Hopkins and Montgomery (County). It is being closely watched by institutions that receive millions each year in charitable donations. Many receive donations with instructions attached, but would prefer to use the gifts for other purposes.”</p>
<p>This is from her obituary from local newspaper:</p>
<p>
</p>
<p>She was a “tree hugger” long before the term existed. JHU is desecrating her memory and her life purpose as they set out to destroy her land that she so generously sold to them at a tremendous discount.</p>
<p>Suffice it to say that she loved her land and sold it to JHU under a sweetheart deal because she believed they would preserve her land and use it as a campus rather than a commercial development. That’s the deal she believed was negotiated, that’s the deal local residents understood as well. It’s a shame JHU wants to renege.</p>
<p>How awful. I live locally too but had no idea about all the details about Elizabeth Banks. The news coverage I’ve seen before seems ambiguous, making you wonder if the family just wants more money from JHU and perhaps didn’t agree with her decision to sell at such a low price.</p>
<p>It’s a shame since she could have donated the land to an environmental or conservancy group that would have been only too happy to preserve the open space. She must not have realized how megalomaniacal JHU has become recently. They are buying up hospitals all over the area - Howard County General, Suburban, Sibley (in DC). What is next? </p>
<p>What was all that about? A county can cut through your land for a road and then BILL you for it? The expenses of those tax bills led her to sell to JHU.</p>
<p>What a shame. We deal with the hospital professionally and while they may have superior care to patients, I don’t respect them in their business dealings. </p>
<p>I wonder if it will garner enough publicity that donors would be aware from further away.</p>
<p>I was looking around on the scale-it-back web site. The JHU proposal would tip the whole area to having something like 4 Pentagons worth of square footage on less than 1/5th of the acreage with NONE of the public transportation. Yikes, that puts it in some weird perspective.</p>
<p>As a county resident, I’ve heard for years about the “tech corridor” and while it’s great for tax revenue, it’s terrible for traffic. Do these businesses need to be near each other? Do they have any interaction at all (and couldn’t they do it electronically)? JHU would just be renting out all that space so why does it need to be so dense?</p>
<p>Please people - remember that where you all currently reside, in your home, apartament, condominium etc, was at one point farm land and before that either forest or swamp that was filled in for development, by the folks who bought the land from the folks who lived there for quite a long time.</p>
<p>Tech Corridors will spur improvements in public infrastructure - light rail extension, commuter bus service, etc. Gov’rt won’t do the studies and raise the funds through bond issues without hope of long-term return of thier inverstment.</p>
<p>Should the JHU plan incorporate more open space and tone the plan down a bit, probably. However, in the world of real estate, whatever is 1st proposed as always “too much”. Start by asking for more and settle with something closer to waht you really want.</p>
<p>So, did her original lawyer commit malpractice? It seems she had clear intentions, she had a lawyer, the deal was negotiated, she got five million bucks for the land–why doesn’t the contract unambiguously protect her interests? If she relied on verbal assurances that weren’t in the contract, her lawyer failed her, big time.</p>
<p>It is my understanding that Banks’ heirs are not seeking money. They want the land to be used in the way that Banks, and apparently Hopkins’ representatives at that time, agreed. </p>
<p>From the article:
“Banks’ heirs say her intentions were always clear: she did not want massive development, and she thought she had been promised a place of learning and research, not commerce. Hopkins says the university is keeping to the terms of the written deal, and that any other representations that might have been made by university officials, or that the family thought were made, were never written into the sales contract and therefore don’t matter.”</p>
<p>What is key to me is this:</p>
<p>"Before the deal was done John Dearden, Hopkins’s director of the University Office of Sponsored Projects who was part of the team courting Banks, had written to colleagues: “Elizabeth resides on and runs the farm and has VERY strong opinions on the ultimate use of the property: she is adamantly opposed to residential and MOST commercial development…”</p>
<p>Dearden is no longer with Hopkins, but he has stated that he, and other Hopkins officials, knew what her intentions were. Apparently there are written letters and documents in existence that prove what her intentions were, and that Hopkins officials were well aware of those intentions. The family is trying to get those letters and documents admitted as evidence.</p>
<p>All of this relates to a hoary principle of contract law called the “parole evidence rule.” Basically, if a contract is not ambiguous, you are not supposed to consider material other than the contract itself – such as letters back and forth during negotiations, or press releases at the time the contract was signed, or internal negotiating positions, i.e., exactly what the plaintiffs are basing their case on here – in interpreting or enforcing the contract. Most commercial contracts have a provision that effectively incorporates the parole evidence rule and strengthens it, basically saying that any course of negotiations or preliminary agreements or side agreements relating to the subject matter of the contract have been voided by the actual contract and are no longer relevant.</p>
<p>This whole episode is surprising given Princeton’s experience with unhappy donors. (Princeton was embroiled in a six-year battle with the Robertson family before settling in 2008: <a href=“Princeton Settles Money Battle Over Gift - The New York Times”>Princeton Settles Money Battle Over Gift - The New York Times; .) Hopkins may get its way this time, but the next donor may be a little leery. More generally, this episode is unfortunate for all institutions that rely on philanthropy. </p>
<p>That area has some of the most beautiful farmland in the East. It used to have, anyway. It is one of the country’s most prosperous counties. For years it had Maryland’s best public school system. Under former Governor Glendenning the state had developed very progressive policies for green space preservation. So it is disheartening that the state’s premier university cannot do a better job of stewardship with this land in keeping with the family’s clear intentions. </p>
<p>I “get” that governments and institutions have to balance competing needs. However, Montgomery County Md isn’t exactly hurting for high-end jobs. If JHU wants to build a science park, why not re-develop some blighted tract along existing highway or rail lines closer to its main campus? </p>
<p>There is a hard-cases-make-bad-law scent about this case to me as well. The evidence outside the contract is so extensive, consistent, public, and overwhelming, the timing so clear (Hopkins not moving forward on a restrained proposal approved during the donor’s lifetime, and then proposing something completely different shortly after her death), the facts extreme (the gap between sales price and fair market value in 1989, and the enormous windfall to Hopkins), the relatives not looking for money. In many, many, many other cases, the facts will be nowhere near as clear or compelling, and the relatives will be trying to void the transfer and have the property returned to them (which is something the donor clearly did not expect or seek). And contractual restrictions on the use of land or endowment funds are an enormous PITA for courts and governments (meaning: taxpayers) as well as for the donee institutions. You really don’t want it to be easy for later generations to open up some past gift and claim that there is some material that shows the donee has violated the donor’s intent and they want the property back. That would be really expensive to resolve, and it would discourage all sorts of beneficial development.</p>