Legal Watch: A Bad Deal for Westminster Choir College

Over the last several years, Chinese companies have purchased a number of closed US colleges, vowing to reopen and run the institutions as administrators. The impact of these sales is unclear: for example, former faculty members from two such colleges, Dowling College in New York and the historically black Saint Paul’s College in Virginia, are in the dark about the future of the institutions where they once taught, and these campuses remain empty. The sale of an open institution to a foreign company, however, is rare. One such deal is the proposed sale of Westminster Choir College in Princeton, New Jersey, a part of Rider University, to a company partially owned by the Chinese government. Faculty members are uncomfortable with the idea of potentially being under the control of a for-profit company with ties to a foreign government. The deal has also raised concerns about both the actions of the current Rider board and administration and how the potential buyer would operate the college.

The proposed sale, negotiated and announced without any consultation with the faculty, has prompted a firestorm of legal challenges. Faculty members object to the sale and are represented by the Rider AAUP chapter, which argues that Rider’s actions toward the faculty violate the terms of the collective bargaining agreement. An arbitration proceeding is currently under way, and a decision is expected soon. Other legal challenges have been brought by the Princeton Theological Seminary, which argues that the sale violates the religious purpose for which Westminster was founded and of which the seminary is a steward, and by the Westminster Foundation—a group of alumni, donors, and other stakeholders—which argues that the sale will place Westminster under the control of a company that has no regard for traditional academic norms, especially academic freedom.  

In spite of the legal challenges, the Rider administration continues to contend that the proposed sale is in the university’s best interest. The court will need to analyze the underlying corporate, contract, and tax issues raised by opponents. These issues are nuanced and complex, and the outcome will most likely depend on the court’s interpretation of the original restrictions found in Westminster’s deed; the legal agreements between Rider University and Westminster (and indirectly, the Princeton Theological Society); and, if the proposed sale is completed, whether the entity that has been designated as the recipient of Westminster’s charitable funds is a legally compliant nonprofit corporation.

While the outcome of the legal challenges is unknown, it is painfully apparent that the actions of Rider’s administration and board have undermined long-standing principles of shared governance and academic freedom. In the 1981 statement Governance Standards in Institutional Mergers and Acquisitions, the AAUP emphasized the importance of faculty participation in the decision-making process, explaining that “any final commitment bearing on institutional affiliation made without full faculty involvement would be inimical to the principles set forth in the Statement on Government [of Colleges and Universities] and the statement on The Role of Faculty in Budgetary and Salary Matters.” According to the 1981 statement, “The faculty of the institution that is experiencing severe financial difficulties should be informed as early and as specifically as possible of those difficulties, and that faculty should participate fully in any decision to seek merger as an alternative to possible extinction.”

By all accounts, the for-profit company seeking to purchase Westminster has little or no experience in higher education. It has made no commitment to adhere to Westminster’s institutional purposes or to operate the college in a manner consistent with academic norms, including by recognizing the faculty’s academic freedom. Moreover, the company may promote policies that subordinate institutions under its ownership to authoritarian governmental control, which would have a chilling effect on the academic freedom long considered necessary to the unfettered search for truth in higher education.

If the proposed sale is not blocked, other academic institutions will be more likely to engage in similar dealmaking with foreign-based entities that disregard principles of shared governance and academic freedom. The AAUP is keeping a watchful eye on this important case.

Nancy Long is associate counsel at the AAUP.