CST president responds to ruling for Claremont Colleges
Unfortunately during this difficult time for the Claremont School of Theology (“CST”), the Claremont Colleges decided to release a statement that includes numerous misrepresentations. Accordingly, CST is compelled to release its own statement to correct the record.
CST does not dispute that the Court of Appeal recently reversed the decision of the Trial Court and found that the Claremont Colleges can enforce a Right of First Offer (“ROFO”) provision found in the 1957 Grant Deed with CST. CST is obviously disappointed with the decision and believes that the Trial Court correctly exercised its equitable discretion to create a First Right of Refusal that would ensure CST receives market value for its Property that it has owned for over 60 years. As such, CST will exercise all procedural options to affirm the Trial Court’s ruling. This includes filing a Motion for Rehearing next week and, if necessary, petitioning the California Supreme Court. The Court of Appeal decision is not final until all of these procedural avenues are fully exhausted.
All of the other commentary that the Claremont Colleges included in their press release is untrue. There is no order by the Court of Appeal that CST is required to sell its Property to the Claremont Colleges for $4 million. First, there is no Court order requiring CST to sell its
Property. Second, if CST opted to sell its Property, the purchase price is to be determined by an arbitrator pursuant to the terms of the agreement. It is CST’s position that even under the ROFO, the Claremont Colleges must pay market value for CST’s Property.
Next, the Claremont Colleges allege that CST entered into a Sale and Lease Agreement with Yalong Investment Group, LLC (“Yalong”), that violated the ROFO restriction. The Claremont Colleges brought a separate lawsuit against CST and specifically claimed that the Lease Agreement with Yalong was in fact a sale agreement that violated the ROFO. The Trial Court dismissed that case. The Claremont Colleges filed an appeal. Importantly, the Trial Court found that the Lease did not violate the ROFO restriction.
Further, the Claremont Colleges misrepresent that CST left its Claremont Campus. The Claremont Campus is still CST’s principal location with our accrediting agencies (WASC Senior Colleges and Universities Commission, Association of Theological Schools, and the United Methodist University Senate) with an extension campus in Oregon. Our classes have all be held remotely. Our administrative and business functions have remained in Claremont. We continue to have administrators, faculty, staff and students working and living on the Claremont Campus. Moreover, the Lease with Yalong does not go into effect until July 2021.
Finally, the Claremont Colleges’ comment about working with CST is untrue. CST was in financial hardship and approached the Claremont Colleges in good faith to explore its interest in purchasing CST’s Property for fair market value. Even though CST purchased the Property in 1957 and owned it for over 60 years, the Claremont Colleges refused to pay any amount close to market value. The Claremont Colleges have been intent on exploiting the potential for a multimillion dollar windfall on the purchase price. Apparently, the Claremont “Community” of Colleges’ mission prioritizes money and land over education. Moreover, CST has always been willing to work with the Claremont Colleges to find a solution that allows it to continue with its educational mission to teach the world’s future religious leaders and scholars; however, as long as the Claremont Colleges are focused on the potential of profiting millions of dollars at the expense of CST, CST remains doubtful that discussions toward a fair resolution will occur. The Claremont Colleges, unfortunately, have made it clear that CST’s ability to continue and advance its educational mission is secondary to valuable real estate.
Kah-Jin Jeffrey Kuan, Ph.D.
Claremont School of Theology