<p>JHS, it sounds like a case where the donor’s intentions were clear, and the contract is also clear–but the two are in conflict. As you point out above, normally the contract terms rule when this happens.</p>
<p>It’s a little much to say that the contract is clear. The contract limits use of the land to “agricultural, academic, research and development, delivery of health and medical care services, or related purposes only,” which could “include but not be limited to development of a research campus.” That’s it. There are no restrictions on the number, height, or density of buildings, or requirements for specific open space. Not that the contract says there are no restrictions . . . it just doesn’t say anything about it. The Hopkins position – with which I am somewhat sympathetic, as indicated above – is that if there are no restrictions on those things in the contract, there are no restrictions. I would be a lot more sympathetic to the Hopkins position, however, if they hadn’t shown the donor a specific site plan, then effectively did nothing to implement it, while sitting on land whose commercial development value was in the hundreds of millions of dollars. And it seems far from clear that the sort of commercial (but vaguely related to life science research) office park Hopkins wants to develop is what the agreement contemplated.</p>
<p>The Hopkins position comes down to either (a) we snookered the donor, but she was a big girl with legal representation, so we’re allowed to get away with it, or (b) the donor was so anxious to get $5 million for a property worth 20-30 times that price that she abandoned all her principles, or (c) maybe she never had any principles to begin with, except for a really deep love for Johns Hopkins, and she was lying to everyone else. None of those is especially attractive. I think it wins the case, but I think maybe a decisionmaker or three should burn in hell for an eternity or two because of it. As the Bard (or one of 'em) said: “Some will rob you with a six-gun, and some with a fountain pen.”</p>
<p>I live within a couple of miles of Belward and drive past it daily en route to my cardio rehab facility. At this stage, what has been developed is retail and apartments ($1500+ for a studio apartment). This is just under an hour’s commute on Metro into downtown DC (door-to-door). No signs of high-tech or JHU facilities yet. This is the third large farm in MontCo that has been turned over to the developers in the 23 years we have lived here (and all three are within a couple of miles of our house).</p>
<p>This website has many articles and documents relating to the case:</p>
<p><a href=“http://www.scale-it-back.com/documents-BelwardFarm-JohnsHopkins-lawsuit.html”>http://www.scale-it-back.com/documents-BelwardFarm-JohnsHopkins-lawsuit.html</a></p>
<p>Linking this fb page so anyone interested can see a picture of the farm:</p>
<p><a href=“Save Belward Farm”>https://www.facebook.com/SaveBelwardFarm</a></p>
<p>I find this letter from 1988 very interesting (and I wonder how it became public!):</p>
<p><a href=“http://www.scale-it-back.com/files/John_Dearden_letter_-_early_negotiations_for_Belward.pdf”>http://www.scale-it-back.com/files/John_Dearden_letter_-_early_negotiations_for_Belward.pdf</a></p>
<p>One part says: “… a consensus that the University should proceed to acquire the property, at up to the asking price of $5 million dollars and under the terms which required the retention of 100 acres for academic purposes, but which allowed commercial use or sale of a designated section of approximately 30 acres”</p>
<p>Those 30+ acres were developed by JHU long ago and it looks like they’re too greedy now to develop the rest for academic use like they told her they would. </p>
<p>
I think it’s (a), and I think Hopkins wins–but agree that it’s sleazy.</p>
<p>“She shouldn’t have trusted us” may be a winner in court, but is that the reputation Hopkins wants going forward?</p>
<p>I don’t quite understand why Hopkins should so clearly win based on what I have read. Sure, the agreement did not mention height or density restrictions. But it made a clear distinction between commercial development (which was only to be permitted on about 1/4th of the property) and academic/health care uses. Plus, there’s the matter of the Banks family accepting $5 million for a property worth, in Hopkins’ calculation, $60-$100 million if commercial development were permitted. (Hopkins estimated the small commercial portion would return at least triple the $5 million cost for the whole estate.) What Hopkins has proposed looks an awful lot like commercial development with the sheerest of academic varnish, in a combination I don’t think many people would have contemplated 25 years ago. </p>
<p>For me, all of that, and the inherent fuzziness of the permitted uses clause, would be plenty to justify taking a peek to see if there was extrinsic evidence of some more precise understanding.</p>
<p>Thank you all for your comments and links. I appreciate your insights and thoughts about this case that has really puzzled me. </p>
<p>If I remember my business law classes, when it comes to matters of contract law, intent plays very little role in how the contract is enforced, though usually as with most things in law, it seems like it also depends on the wording of the contract. With warranties, for example, it will have wording that says 'this warranty explicitly invalidates any other warranties, implied or explicit, including affirmations of fact. The reason as I remember it is without that disclaimer, if the company promised in a letter to a user that their software would be 10x faster than there old one, it could be considered an implied warrantee (I am not a lawyer, so forgive any slip ups, it also wasn’t my best course:). Based on that, I suspect that Hopkins will win, that the strict language of the contract would invalidate any other signs of intent, in part because again from what I recall the law assumes that if the party to the contract wanted something done in a specific way, they would have discretely spelled it out. It really comes down to the presiding judge and how he views the language of the contract and also how strong the donor’s intent was. </p>
<p>On the other hand, JHU isn’t going to come out smelling like a rose, especially in the eyes of future donors who may think twice of donating if their wishes are not going to be met or respected. Even if they win, it could deter others from donating, they might have been better off negotiating with the heirs to come up with a compromise, maybe use arbitration rather than a court. </p>
<p>I’m not saying Hopkins should win; I’m just predicting that it will win–unless it comes to some kind of deal because of the awful PR it’s getting.</p>
<p>Giving a donation to a university is not usually thought of as an adversarial situation where smart lawyers try to snooker the other side. Maybe Johns Hopkins will win this case, but what a contemptible position they have put themselves in. </p>
<p>As a sometime donor, I expect that the institutions I donate to will act in good faith. Johns Hopkins is not acting in good faith. They deserve never to get a donation again.</p>
<p>As JHS said the parole evidence rule will affect this case. It looks like it applies in Maryland. I suspect JHU will prevail as they should. The research mission of JHU is much more important than the wishes of neighbors or the donor.</p>
<p>This is why I don’t like gifts with strings attached.<br>
Maybe JHU should have just turned the gift down if they didn’t want to comply with the use restrictions, and the donor could have given the land to an organization that would have had the mission to preserve it. </p>
<p>The court has refused to hear the appeal. JHU has won, at least against the family of the donor. It’s possible that neighborhood groups could stop or alter the process based on density, but I’m not sure about that. </p>
<p><a href=“http://www.washingtonpost.com/local/2014/03/27/411096de-b5b7-11e3-8020-b2d790b3c9e1_story.html”>http://www.washingtonpost.com/local/2014/03/27/411096de-b5b7-11e3-8020-b2d790b3c9e1_story.html</a></p>
<p>Too bad. I’m always in favor of open space. </p>
<p>Good for JHU. I’m always in favor of major universities enhancing their ability to be major universities.</p>
<p>By being real estate developers? Maybe they could go into fracking next. </p>
<p>I can’t imagine this won’t impact JHU’s future donation capacity. You generally don’t want to end up as an adversary to your donors. </p>
<p>In terms of gifts with strings attached, people give restricted gifts all the time. Institutions should and do turn down donations they can’t use. Restricted gifts, though, such as wanting to support a particular program only, are not unusual.</p>