(Nashville, TN) The "Save Watkins" activist group is pushing back hard against a new attempt by Watkins College and Belmont University to kill the long-simmering lawsuit that seeks to block the transfer of $15 million worth Watkins real estate to Belmont, as part of the Watkins-Belmont merger announced in January. "Save Watkins" insists that the campus is public property that cannot be gifted to Belmont this way. The ownership of the real estate remains in question while the lawsuit is pending.
Attorneys representing Watkins and Belmont filed a motion on September 2 to ask the judge to declare the lawsuit "moot", or dead, based the fact that Watkins and Belmont have essentially completed the merger of the two institutions, even though the judge has not yet ruled on the legality of the move.
“This case is pivotal to the future of guarding of public assets in Tennessee from marauding private pirates,” said Jonathon Fagan, one of two lawyers representing Save Watkins. “If Belmont gets its way here, then this will serve as a 'Public Asset Raiding 101 Guidebook'. Belmont will essentially be writing the playbook for how to snatch up struggling public charitable trusts that were created from someone’s dying wishes in a will.”
The Save Watkins plaintiffs' response, which was filed late Monday evening, September 14, charges that the actions of Watkins and Belmont threaten "the very integrity and future" of public trusts as a vehicle of philanthropic giving in Tennessee. They also charge the Attorney General's Office of being "complicit in the raiding of these public assets" by "refusing to recognize [the trust] at all, in the face of clear evidence as to its existence". The plaintiffs have requested a new hearing date, which has not yet been set.
The Attorney General's office has the dual role of protecting the assets of Public Trusts and overseeing non-profit mergers. The Save Watkins' suit insists that this is a disqualifying conflict of interest because the AG also sits on the board of the Watkins non-profit.
“The Attorney General should have protected the public here, but instead has been complicit in destroying Samuel Watkins' testamentary gift for Nashville's youth", Fagan stated. “We are asking the court to simply recognize how this issue of a derelict and political state Attorney General has been handled in other jurisdictions, and adopt a similar stance in invoking court power to protect the public’s interest.”
The suit had its most recent hearing on May 20, 2020, in Davidson County Chancery Court, after which Chancellor Patricia Head Moskal took the case under advisement.
The core of the dispute is whether the assets of Watkins College belong to the state, per the 1881 law that established a charitable trust, or whether they belong to a non-profit that was set up alongside the trust decades later. The 'Save Watkins' suit contends that the trust still remains in force and is the controlling legal entity, so that any decision to dissolve Watkins College and dispose of its assets must be approved by State Legislature or a court, and must follow the laws that allow public participation and scrutiny. Watkins and Belmont claim that Watkins College has, over the decades, become a private institution that can merge with another private non-profit. The Attorney General's Office has echoed that position.
In an earlier hearing in the case, Assistant AG Janet Kleinfelter made the surprising claim that the Watkins public trust is already dissolved, because the law establishing it is "obsolete", and the legislature had simply not gotten around to repealing it. The plaintiffs countered that the legislature has had plenty of opportunities to repeal the Watkins Trust and declined to do so. They also produced evidence that the real estate had always been titled in the name of the public trust, not the non-profit.
They also presented evidence of Watkins' awareness of the ongoing legal validity of the Trust, including a 2012 internal email from then-Board Chair, attorney Samuel Stumpf. This email stated, in part, "Watkins has a unique structure with the “trust” set up by the Watkins will and the “corporation” set up 30 or so years ago to house the board. Seems to make sense for most purposes to de-emphasize the difference between the two
The plaintiffs in the legal challenge filed to Save Watkins are Kenneth Strawn and Amari Harris, two students who were, up until the school's closing, attending Watkins, and Mark Schlicher, an alumnus and adjunct instructor at the institution. The plaintiffs are represented by attorneys Kevin Teets and Jonathon Fagan.
BACKGROUND:
The most recent hearing in the Save Watkins lawsuit was about the "Amended Complaint" filed by the plaintiffs. The hearing was held on May 20, 2020, in Davidson County Chancery Court, Chancellor Patricia Head Moskal presiding. Three motions were put before the court: two by the plaintiffs and one by the defendants. Rulings on all three motions are still pending on this date.
The first motion, by the plaintiffs, seeks to remove the Attorney General’s Office from the case, citing conflicts of interest in their dual responsibilities dealing with the Watkins public trust and, separately, the Watkins non-profit corporation, while the AG sits on the board of the non-profit.
The second motion by the plaintiffs asks the court to appoint an “attorney ad litem”, which is an independent attorney with a duty to represent the interests of the heirs of the Watkins trust. Samuel Watkins, in his 1880 will that established the trust, designated that certain individuals and their heirs would take over the trust if the state ever failed or declined to execute its responsibilities.
The third motion, which was filed by Watkins and Belmont, and supported by the Attorney General’s Office, is a “motion to dismiss”, which seeks to throw out the lawsuit completely, based on their claim that the Watkins public trust has already been extinguished, and fully replaced by the co-existing non-profit corporation. Therefore, they claim, none of the three plaintiffs have the legal right to challenge the "private" actions of Watkins and Belmont, even if wrongdoing is alleged.
If the judge rules in favor of the Save Watkins plaintiffs on any or all of the motions, the case can proceed. If she rules against them, the law allows them the right to appeal.
The new "supplemental filing" by Watkins and Belmont attempts another avenue to kill the lawsuit by declaring it "moot", because they have gone ahead with their merger despite the pending litigation. The plaintiff's response points out that several issues are not, in their view, "moot", so the case should go forward.
Watkins College of Art was established by the will of philanthropist Samuel Watkins in 1880 and a state law that accepted the will in 1881. Watkins College (formerly Watkins Institute) has operated under the management of a board of state-appointed Commissioners for 135 years. On January 28, 2020, the Commissioners abruptly announced a merger with Belmont University, with whom they had been negotiating in secret for months, as admitted to in public statements by Belmont President Bob Fisher and Watkins President Joseph “J.” Kline.
"Save Watkins" is a grassroots group formed in the immediate aftermath of the announcement by Watkins students, faculty, staff, and alumni, to protest the deal and advocate for a list of demands that they summarize as “a seat at the table, a transparent process, and a more equitable deal for the Watkins community and the public at large”.
Save Watkins has raised issues with the secrecy and lack of public inclusion, contradictory public statements by Belmont and Watkins officials, questions about the merger contract itself, and the clash between the secular, LGBTQ-friendly, inclusive culture at Watkins, a small liberal arts college, with the overt religious identity of Belmont which has a controversial track record on religious and artistic freedom.