UPDATES ON THE CIVIL ACTION BY
THE TENNESSEE DIVISION OF THE UNITED DAUGHTERS OF THE CONFEDERACY
versus
VANDERBILT UNIVERSITY

"Confederate Memorial Hall"

UPDATE - Court of Appeals Soundly Reverses Trial Court


May 3, 2005 -- The Tennessee Court of Appeals has ruled in a unanimous decision entered by the Court that Chancellor Gee and through him Vanderbilt University had no contractual or other right to unilaterally declare that it was disregarding the gift made by the United Daughters of the Confederacy during the Depression that was designated for the construction of a dormitory in the memory and honor of the men who had faught and died for the South during the Civil War.


The Court's Opinion, written by Judge Koch, is extensive and blistering. The Court noted that Vanderbilt had asserted five arguments to justify its actions - each of these were then serially shot down by Judge Koch. Note: A concurring opinion by Judge Cain is equally worth consideration. The following quotes from the Koch opinion set out the basics of the dispute and the misplaced factual and legal theories of Chancellor Gee and Vanderbilt University on this matter:

 

It [Vanderbilt] advanced essentially five justifications for modifying its agreement with the Tennessee U.D.C. First, Vanderbilt claimed that none of the three contracts at issue specified precisely how the name “Confederate Memorial Hall” would be placed on the building and argued that the plaque installed by the entrance in 1989 constituted substantial compliance with any naming requirement in the three contracts. Second, Vanderbilt asserted that because the dormitory had not been used to provide free or reduced-rent housing to women descendants of Confederate soldiers since approximately 1983, the statute of limitations and the doctrine of laches barred the Tennessee U.D.C.’s belated attempts to enforce their rights under the contracts. Third, Vanderbilt argued that the Tennessee U.D.C. had received full consideration for its $50,000 donation because of the many women who had been allowed to live in the dormitory rent-free over the years and because the name “Confederate Memorial Hall” had remained on the building for almost seventy years. Fourth, Vanderbilt argued that principles of academic freedom prevented the court from requiring the maintenance of the name “Confederate” on the building. Fifth, Vanderbilt argued that maintaining the name “Confederate Memorial Hall” on the building might constitute a violation of state and federal anti-discrimination laws.


On Vanderbilt’s first argument, Judge Koch explains historically and legally why this institution of higher education (which has one of this State’s leading law schools) grossly misconstrues the law. Judge Koch, referencing the extensive 75 year history of the dormitory and the relationship, concludes that the money raised by the UDC and given long ago to Peabody was a gift with conditions:

 

“Taking all three contracts together, the gift from the Tennessee U.D.C. to Peabody College was subject to three specific conditions. First, Peabody College was required to use the gift to construct a dormitory on its campus conforming to plans and specifications approved by the Tennessee U.D.C. Second, Peabody College was required to allow women descendants of Confederate soldiers nominated by the Tennessee U.D.C. and accepted by Peabody College to live on the first and second floors of the dormitory without paying rent and paying all other dormitory expenses on an estimated cost basis. Third, Peabody College was required to place on the dormitory an inscription naming it “Confederate Memorial.” * * * Given the nature of the project and the content of the conditions, we conclude that these conditions were not meant to bind Peabody College forever but instead were to be limited to the life of the building itself. Thus, as long as the building stands, these three conditions apply to the gift.


Vanderbilt’s second argument, delay, was dismissed as “fatuous” by the Court with nothing more than a footnote:

 

Vanderbilt’s arguments based on laches and the statute of limitations are without merit, at least with regard to the renaming of Confederate Memorial Hall. If the Tennessee U.D.C. were seeking to force Vanderbilt to honor the part of the agreement allowing women descendants of Confederate soldiers to live in the dormitory rent-free, Vanderbilt might well have a valid defense based on laches or the statute of limitations. Vanderbilt ceased complying with that portion of the agreement over twenty years ago, the Tennessee U.D.C. knew of Vanderbilt’s noncompliance, and the Tennessee U.D.C. did not file suit to enforce the agreement. The agreement regarding the name of the dormitory is another matter. Vanderbilt did not publicly announce its intention to rename Confederate Memorial Hall until September 2002, and the Tennessee U.D.C. filed its lawsuit seeking to enforce the portion of the agreement pertaining to the name of the dormitory well within any applicable statute of limitations. It would be fatuous to assert that the Tennessee U.D.C.’s delay of less than two months in filing the lawsuit was “unreasonable” or that Vanderbilt was somehow prejudiced in the interval.


Vanderbilt’s third argument was that the UDC had received “full consideration” for its $50,000 Depression era gift and that this excused Vanderbilt from keeping the name on the historical structure. Judge Koch categorized these arguments as unreasonable and without merit:

 

            Vanderbilt continued to comply fully with this condition from its 1979 merger with Peabody College until 2002 when it announced its plans to remove the word “Confederate” from the building’s pediment. It is doubtful that a party such as Vanderbilt that has wilfully changed course after over twenty years of compliance with the literal terms of an agreement could ever rely on the doctrine of substantial performance. * * * Even if it could, no reasonable fact-finder could conclude that replacing a name written in stone in large letters on the pediment of a building with a plaque by the entrance constitutes substantial performance of a requirement to do the former.

 

Vanderbilt’s argument that it should be excused from complying with the inscription condition contained in the 1933 contract because the Tennessee U.D.C. has already received enough value for its original contribution to the construction of the building is likewise without merit. * * * By entering into the 1913, 1927, and 1933 contracts, Peabody College necessarily agreed that the value of the gift it was receiving was worth the value of full performance of the conditions of the gift. * * * In short, Vanderbilt’s unilateral assessment that Peabody College gave away too much in the 1913, 1927, and 1933 agreements does not constitute a legal defense that would excuse Vanderbilt from complying with the conditions of the original gift.


In its fourth argument, Vanderbilt claims that the concept of “academic freedom” empowers it to disregard any such contract at any time. Judge Koch instructs Vanderbilt on the law - once again:

 

            Vanderbilt’s assertion that principles of academic freedom allow it to keep the gift from the Tennessee U.D.C. while ignoring the conditions attached to that gift is equally unavailing. As Vanderbilt correctly notes in its brief on appeal, the United States Supreme Court has long been solicitous of the independence of private colleges from government control. * * * However, the source of the obligation at issue in this case is not the government but Vanderbilt itself. The original obligation to place the inscription on Confederate Memorial Hall is contained in a private gift agreement voluntarily entered into between Peabody College and the Tennessee U.D.C. Vanderbilt’s legal obligation to comply with the conditions of that gift agreement arises not from any action on the part of the government but from Vanderbilt’s own decision to enter into a merger agreement with Peabody College in 1979 in which it agreed to succeed to Peabody College’s legal obligations.

 

Moreover, we fail to see how the adoption of a rule allowing universities to avoid their contractual and other voluntarily assumed legal obligations whenever, in the university’s opinion, those obligations have begun to impede their academic mission would advance principles of academic freedom. To the contrary, allowing Vanderbilt and other academic institutions to jettison their contractual and other legal obligations so casually would seriously impair their ability to raise money in the future by entering into gift agreements such as the ones at issue here.


Vanderbilt’s fifth argument was that requiring the name “Confederate” to remain on the building would constitute a violation of various anti-discrimination laws. Judge Koch dismissed that argument with only a footnote:

 

Vanderbilt, however, failed to cite any specific federal or state statute or regulation to support this argument or to provide any other legal precedent supporting its assertion that the courts may compel a private property owner to remove an inscription from an existing building or structure simply because the inscription might be a racial affront to some of the persons entering and leaving the building or to other passers by. Vanderbilt did not renew this particular argument in its brief on appeal or in its oral argument. Accordingly, we deem it to be waived.


After an extensive analysis of the history of the relationship, the contracts at issue and the conduct of Vanderbilt, the Court of Appeals fully reversed Chancellor Kilcrease and entered judgment in favor of the UDC. The case is remanded for damages hearings.

History of the Case

A civil action was filed by the Tennessee Division of the United Daughters of the Confederacy versus Vanderbilt University to enforce contractual agreements entered into by the UDC with Peabody College, which is the predecessor of Vanderbilt University, whereby the UDC agreed to provide $50,000 to Peabody College for the purpose of building a memorial building that would be used as a dormitory.  This dormitory was built in 1935 as a rent-free residence for women students of Confederate ancestry, with financing by the United Daughters of the Confederacy and Peabody College.   The dormitory was named Confederate Memorial Hall.

The style of the case is Tennessee Division of the United Daughters of the Confederacy v. Vanderbilt University The UDC is the "plaintiff" in the action.  Vanderbilt University is the "defendant."

The case is pending in the Chancery Court for the State of Tennessee, 20th Judicial District, Davidson County.

The Judge presiding over the case is Chancellor Irvin Kilcrease.   Chancellor Kilcrease presides over Part I of the Davidson County Chancery Courts.

News Stories - online automated search!

Local and national reports:

Vanderbilt seeks to withhold documents
Vanderbilt Hustler - 14 Jan 2003

Vanderbilt moves into modern age of secrecy
The Tennessean, TN - 14 Jan 2003

Court asked to reject secrecy in 'Confederate' vote
The Tennessean, TN - 11 Jan 2003

VU asks privacy for those who renamed Confederate hall
The Tennessean, TN - 09 Jan 2003

CNN.com - Vanderbilt sued over building name - Oct. 18, 2002

Confederate group sues over Vanderbilt dorm
The Washington Times - 18 Oct 2002

United Daughters of Confederacy sue Vanderbilt
The Tennessean, TN - 17 Oct 2002