Tennessee Division Of The United Daughters Of The Confederacy v. Vanderbilt University

174 S.W.3d 98 (2005)

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Nature of the Case

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Facts

In 1867, Peabody, donated one million dollars to establish a fund for the improvement of education in the South in the aftermath of the Civil War. In 1902, the trustees of the Peabody Education Fund announced plans to liquidate the fund. They voted to direct one million dollars of the proceeds to create a permanent endowment for a college of higher education for teachers in the Southern states as a successor to the Peabody Normal College. They conditioned the gift on the raising of $550,000 in matching funds. The trustees stipulated that the new institution would be known as the 'George Peabody College for Teachers.' The Peabody College trustees decided, with the support of the Peabody Education Fund trustees, to construct a new campus near Vanderbilt to foster institutional cooperation. The construction of the Peabody College campus provided P with the perfect opportunity to raise funds for the construction of a women's dormitory for the use of descendants of Confederate soldiers at a college or university in Tennessee. P entered into a contract with the Peabody College trustees to raise $50,000 for the construction of a women's dormitory on the new campus. In return for this gift, the trustees agreed to allow women descendants of Confederate soldiers nominated by P to live in the dormitory rent-free and to pay other dormitory expenses on an estimated cost basis. The college was given the right to reject anyone nominated by P. P was 'invited by the Trustees of the George Peabody College for Teachers to maintain throughout the future an advisory relationship with regard to the management of said building.' The 1913 contract specifically stated that the purpose of the P and Peabody College in entering into the contract was to evidence the agreement by which P undertook to raise the construction fund and 'the conditions which will be attached to the gift of the said fund' to Peabody College. Fourteen years into the campaign. P had collected little more than a third of the $50,000 it had agreed to raise. P desired to turn over these funds to Peabody College but also desired to retain a right to recall them in the event the fundraising campaign ultimately failed. The second contract stated that both parties desired that a 'Confederate Memorial Hall' building be constructed on Peabody College's campus. P agreed to pay over to the college treasurer the $17,421.47 it had already raised and to turn over further sums when they were collected. College agreed that when the funds reached a sufficient amount, it would construct a building on its property conforming to plans and specifications to be agreed upon by the parties. On June 1, 1935, College held a dedication ceremony for the new dormitory. Women descendants of Confederate soldiers nominated by P and accepted by D lived in Confederate Memorial Hall rent-free. In 1978, the trustees of the college decided to lease two dormitories, including Confederate Memorial Hall, to Vanderbilt as a way to raise revenue. By that time, only a few students nominated by P were living in Confederate Memorial Hall, but Confederate Memorial Hall still housed various artifacts placed there by P, including Confederate portraits, furniture, and scrapbooks. Peabody College was merged with Vanderbilt in 1979 and Vanderbilt succeeded to all of Peabody College's legal obligations. By the time of the merger, only four students nominated by P were still living in Confederate Memorial Hall. No other students nominated by P were allowed to live in Confederate Memorial Hall rent-free or at a reduced rate. Controversy over the name of Confederate Memorial Hall arose in 1988 and again in the spring of 2000 when the Vanderbilt Student Government Association passed a resolution calling on the administration to change the name of the building. In September 2002, after the decision to rename the building was made public. P filed suit against D for breach of contract. D filed a motion for summary judgment. P sought a partial summary judgment holding that the 1913 contract, as amended by the 1927 and 1933 agreements, constituted a valid and binding contract between P and D and that D had breached its contractual obligations by unilaterally deciding to rename Confederate Memorial Hall. D got its motion for summary judgment. D could remove the name 'Confederate' from the building without any further obligation to P. P appealed.