Tuesday, February 05, 2008

Haldeman Denies Connection

Chairman of the Board of Trustees denies any connection between the timing of the court ruling and President Wright's decision to announce the timing his resignation:

“The governance issues had no impact on Jim Wright’s decision,” Haldeman said in an interview with The Dartmouth.

41 comments:

anonyme said...

Joe Asch isn't sounding like the kind of person who values critical thinking or informed rhetoric, at least the way the D quotes him:

“I generally don’t believe in coincidences like this, particularly when [Wright] had been so forceful in denigrating the Association of Alumni lawsuit,” Joe Asch ‘79, an outspoken critic of the Wright administration, said. “I just think it’s important that people understand the link between this motion to dismiss, the denial of the court and the timing of the resignation.”



The guy's rabid. I hope they replace Wright with a commie lesbian who moves in across the street from Joe Asch and lets her poodles crap in his yard or something. We'd see some good editorials then.

Anonymous said...

This is a student newspaper quoting two sentences. Asch seems otherwise intelligent, so I wouldn't count this against him.

Though I agree that the quote sounds pretty stupid. Perhaps the newest president of PFAW can be recruited to run the College.

John Bruce said...

Another comment here quotes Haldeman to the effect that discussions on Wright's departure began in fall 2007. Right about the time the AoA filed suit, right?

Now, I doubt if anyone said "you're fired". I'm sure it was all much more genteel, and certain financial inducements must also have been put on the table. (Not to mention the reminder that Wreight's wife is on the College payroll.) But there are in fact lots and lots of strange coincidences here.

Anonymous said...

I don't believe in coincidences either.

Jim Wright is a large man. He's fairly tall, and he's not portly but he's not gaunt either. A smaller person (say, someone about 5'10") could probably make a Jim Wright robot and be able to fit inside it and operate it.

I doubt it's a coincidence that Trustee William Neukom is affiliated with Microsoft. If any company has the resources and budget to build a Jim Wright robot, it's certainly Microsoft.

I suspect that Harvard infiltrated Dartmouth a long time ago. The real Jim Wright is probably living comfortable on a beach in Mexico writing novels under a pseudonym. Meanwhile, an average-sized mole from Harvard is running the College through a Neukom-commissioned Wright-bot.

It all worked perfectly until this pesky lawsuit. Now that the AoA's suit has survived a motion to dismiss, the AoA can get discovery from the College. If the AoA discovers the Wright-bot, the jig is up. Hence the retirement announcement.

It all makes sense now. You just can't make this stuff up unless you're a former writer for Scooby Doo.

John Bruce said...

While I recognize that 12:11 is meant to be facetious, give this issue some thought: my guess is that the Board had been drinking Wright's Kool-Aid and backing him up no matter what. Certainly the evidence we have suggests this. Then things start to go south: Wright my have been assuring them the alums wouldn't sue -- but they sued. Then he and Donin assured them that the wuit would be dismissed -- it wasn't dismissed.

It's hard to believe the Board, or at least the in-group on the Committee on Governance, wasn't asking for some accountability on Wright's part if they were being asked to go down the line with him.

You can express this metaphorically in the image of Wright being controlled by a robot. . .

Anonymous said...

Before we work up a good conspiracy, we need to decide which bogus line to believe: either Wright has the whole lazy/ineffective cocktail-drinking board in his pocket, pulls all the strings, chooses all the trustees, runs the courts and the government, etc., or he's a mere hired hand at the mercy and whim of the board, and even though he's been there 11 years and is past retirement age, he is really being forced out against his will -- or paid to leave -- by these masterminds on the board who have suddenly come out of their comas and realized that he must be pushed out even though his administration is regarded as an overall success by nearly everyone, including Todd Zywicki.

And you know what else was happening in the fall of 2007, right around the time Jim Wright started discussing a departure in June 2009? Global warming.

Joe Asch '79 said...

John Bruce summarizes well what I actually told the "D":

"After losing four trustee elections, the constitution referendum, and the majority of the AoA Executive Committee, I think that the Board finally lost confidence in Wright following yet another example of bad judgment with regard to the AoA lawsuit."

Wright and Donin led Haldeman to make the following statement on September 10, 2007:

"While I respect the many different views held by Dartmouth's alumni on governance issues, I think it's regrettable that a small group of individuals would cause the Alumni Association to file a lawsuit against the College, particularly when there is no legal basis for the suit."

http://www.dartmouth.edu/~news/releases/2007/10/03a.html

Well, it turns out that Judge Vaughan thinks that there are THREE legal bases for the suit, which doesn't make Ed look very good.

My surmise is that Wright was told a while ago that his position depended on the Judge Vaughan's ruling. Jim bet on the Judge, and lost...

John Bruce said...

As for the Wright administration being a general success, let's not forget the bang with which it started, the SLI!! As the Valley News recently editorialized, that fiasco still hasn't gone away, and it's probably the mistrust among alums that it generated that resulted in the petition election of various propellerheads.

Anonymous said...

Pres Wrong needs to resign and now, not in 2009.

Its time Dartmouth gets a president who is not pushing a bunch of ideas with "sell by" dates in the 1930's. Jimmy Carter was a disaster, remember?

Pres Wrong demonstrated he has no understanding of what the market place of ideas is all about. He has failed to distinguish between the exercise of his private rights and the execution of his position as president. He and his toadies on the Board and in the administration have embarrassed the College over and over again.

Anonymous said...

Joe, Judge Vaughan does not think "that there are THREE legal bases for the suit." He thinks the suit cannot be dismissed out of hand.

Don't forget that Wright has the board in the palm of his hand and acts as its puppetmaster. Nobody's foolish enough to think that the Board would ever tell him to resign, especially over the mere survival of the lawsuit. Take off your tin hat, Joe.

Whoever said Wright "has failed to distinguish between the exercise of his private rights and the execution of his position as president" is a fool. Where the heck is this coming from? What in the world are you talking about, Anon. 2:42? Would you care to give us a single example of this behavior?

Anonymous said...

uTo anonymous:

I give you as one example Pres Wrong's letter of November 20, 2006 on the subject of the hockey/Indian brouhaha.

In it he labels his critics racists and sexists, the epithets misused by who those cannot tolerate the challenge to liberal orthodoxy. He condemns offending others, which is often one of the results of free speech and a small price to pay for such a precious right. He calls those who exercise their right arrogant, foolish bullies. Such statements reveal a complete lack of understanding of the right to free speech.

It also reveals his lack of understanding of his role in the process of debate and understanding at the College by referring to those who assert their rights a bullies, because he is the president, he who must guarantee the free marketplace of ideas at Dartmouth.

As such, Pres Wrong is in line with those who have bullied Dartmouth students whose sin was to ridicule liberal orthodoxy at the College. Remember Pres Freedman who famously blamed the Review for deliberately printing an anti semitic statement when he knew it had not. Recall the administrator who assaulted a student for distributing a newspaper the administrator did not like?

Speaking of fools and tin hats, terms which you have introduced to this little forum, if you have missed the fight for freedom of speech at Dartmouth as well as countless other college campuses, you have missed a courageous fight.

The biggest threat to freedom of speech in the US comes from the left. Our faculty and our administration is overwhelmingly of the left.

Anonymous said...

The "precious right" of free speech is a right against the government. That's why it's in the Constitution. It's got nothing to do with your neighbors, your dry-cleaner, or your private college.

Anonymous said...

re freedom of speech

You state the obvious: the constitutional right of freedom of speech applies to the Govt. That much is correct, but then to leap to the conclusion that freedom of speech has nothing to do with a private college is entirely wrong. The First Amendment is only a subset of the broader concept of freedom of speech.

On a college campus, where students are supposed to learn how to think for themselves, there is nothing more important than freedom of speech.

Even though Pres Wrong is not legally bound by the First Amendment, he ought to respect the principle of freedom of speech and enforce it as if he were bound. By hiding behind legal interpretations the words of the First Amendment, you and others seek to avoid the truth: that freedom of speech is essential to an education that teaches the student to think.

If your post was meant to go beyond the obvious, it informs us that you do not agree with the goal of teaching students to think for themselves. It follows that you are satisfied with Dartmouth students lapping up someone's orthodoxy on a strict diet currently controlled by dreamy liberal professors and administrators hiding out against the truths revealed by the 20th century in a quaint little New England village. Most Dartmouth students are not so easily satisfied.

The heat of free and open debate forges the truth.

Anonymous said...

And puppies are cute, but that has nothing to do with a failure to distinguish between the exercise of private rights and the execution of one's position as president. What does that even mean? It sounds like you think Wright used the office for improper personal gain, but even his detractors are not saying that.

John Bruce said...

He has his wife on the payroll. . .

Anonymous said...

...as an employee. Many faculty and administrators are spousal hires of the institution without any input from Wright. I don't know what Anon. 2:42 was trying to talk about, but it is not that.

Anonymous said...

Jim Wright is not a lawyer, but the last two heads of the board are. The board does not care what Wright says about the likelihood of a lawsuit, and it would not be mad at him for "assuring them the alums wouldn't sue." The controversy is about a decision of the board, not Wright. I can't think of a reason to assume that a president who is regarded well by his board after 11 years is being pushed out.

John Bruce said...

Obviously, nepotism is standard practice in academics, though in publicly-traded companies it must be made public and explained, and non-profits will eventually be held to this standard. Many spousal hires are a back-door way to increase one spouse's salary without the amount triggering some sort of question. In general, it is not a good thing for a CEO to hire a relative. Period. If there were bigger questions about Wright, this would be a factor.

My guess is that the Board, lawyers or not, listened not just to Wright but to Donin. (Neukom's track record as Microsoft's general counsel is not that great; he got the company embroiled with Joel Klein, after all. Haldeman is a financial CEO and certainly not a specialist in corporate law.) I would expect Donin to be leaving pretty soon as well.

Anonymous said...

puppies:

you obviously didn't read or refuse to acknowledge my post explaining what Pres Wrong did when he took sides in his letter.

your comment about puppies is a just a silly diversion.

Frankly, I really don't care why Pres Wrong is resigning; i am joyous that he is for whatever reason. He goes down the same tube as Freedman, not surprising because he was Freedman's pick.

Anonymous said...

Anon. 2:42, your post says nothing about some letter. This is the paragraph that's stupidest:

"Pres Wrong demonstrated he has no understanding of what the market place of ideas is all about. He has failed to distinguish between the exercise of his private rights and the execution of his position as president. He and his toadies on the Board and in the administration have embarrassed the College over and over again."

Every sentence is either false or just weird. We can't figure out what you could be talking about in the second sentence. When you talk of "toadies," are you contradicting John Bruce, who seems to think that the board sent Wright packing?

What do you mean the "puppies" comment was a diversion? Let's talk about puppies...

Anonymous said...

John Bruce thinks that respected lawyers Neukom and Haldeman, when their board is sued by a few cranks and romantics, would ignore their own instincts or the advice of their hired counsel and go with that of college general counsel Bob Donin. How would John know, since the advice of all those people would be the same?

Donin is not representing the Board in the lawsuit. Sullivan & Cromwell and McLane, Graf, Raulerson & Middleton are. Why would the alumni suit cause Donin's departure?

Anonymous said...

Puppy: who is "we" in your post, you and the flea behind your ear?

It's been fun posting with you, though your posts are devoid of substance. And I am oh so glad your man is resigning. My only regret is that it is not immediately.

If Wrong isn't successful in packing the Board, it will be another, and most fitting defeat to memorialize his presidency. If he is successful, his "victory" will institutionalize his contempt for the alumni that have elected the last four trustees and sent his constitutional amendment to the trash can.

It's a "lose lose" proposition for him, and, come to think of it, for you too.

Anonymous said...

--Spoken like a true airhead, Anon. 2:42. At first I was curious about what you were trying, in your own way, to express regarding Wright's "exercise of his private rights and the execution of his position as president." But since you can't explain it either, I have come to assume that you were just mumbling empty phrases. I can imagine why you'd do that, since you seem to harbor an animosity toward the President of Dartmouth College that is not rational. Little do you know that the next president will have you begging for the return of a non-far-leftist male history professor.

Anonymous said...

Haldeman isn't a lawyer.

Anonymous said...

It is a shame this is such a mindless discussion about an important period for Dartmouth. How about growing up and talking like adults.

Anonymous said...

Haldeman has a J.D. from Harvard Law, according to Wikipedia.

John Bruce said...

1:53, one of the standard duties of a general counsel is to hire and supervise outside counsel. Sullivan & Cromwell didn't just turn up in the Grafton County court by natural selection. At this point, assuming (which I think is reasonable) that Donin had made representations to the Board on the likelihood of the Alumni Association suing in the first place (because their case had no merit) and the likelihood of its dismissal if the alumni sued (again, because their case had no merit), someone ought to be asking if Donin's the right guy for the job.

By the same token, the cranks and romantics who sued the College seem to have a case that has at least minimal merit.

If I were a betting man, I don't know if I'd put money on Donin's legal instincts. Of course, he was doing Wright's bidding.

Anonymous said...

In response to 2 prior comments:

Why would the alumni suit cause Donin's departure?

It's conceivable that it would. Donin's the College's counsel and likely calls the shots when the College deals with the law.

Sullivan & Cromwell's people probably advise Donin, probably do most of the research and writing, etc., but at the end of the day they give Donin a list of options and it's up to him to sign off.

Also, before S&C got involved, it was probably Donin who originally gave the go-ahead to the Board of Trustees on changing its composition.

[Disclaimer: This is all just me speculating based on what I know about how inside and outside counsel generally deal with each other. I don't know how much oversight is exercised over Donin, nor do I know if the Trustees actually asked for any legal advice before altering the composition of the Board]

As for the meaning of this statement from an earlier comment: He has failed to distinguish between the exercise of his private rights and the execution of his position as president. I can only guess. It sounds like the commenter is saying that Wright doesn't understand that just because he has the personal right to do something doesn't mean that doing that thing is consistent with his duties as President.

Perhaps that's a reference to this speech of his: http://www.dartmouth.edu/~presoff/speeches/2006/112006.html
where he said "Let me exercise my right of free speech" and went on to say that everyone who claims to be offended deserves some kind of validation. Perhaps the commenter was trying to say that even though Pres. Wright had the personal right to say whatever he wanted, the speech was an irresponsible thing for a college president to say and a blow to the idea of free speech.

That's my best guess, though. Only "2:42" knows what s/he meant by that.



Also, I'm curious about why people think that the Board encouraged Wright to retire. These same people seem to think that Wright and the Board are on the same page. I don't see how Wright's responsible for the results of a lawsuit over something the Board did... I assume there's something there, but I just don't know what these people are getting at.

Also, you make your points just as effectively without epithets. They're kind of distracting and self-indulgent.

John Bruce said...

The Board is presumably a group of people with varying abilities and interest levels, who are charged with overall supervision of the College's affairs. They meet once a quarter and by and large don't get involved in day to day affairs. By and large they will go with the President's recommendations. (I interviewed the 1980s petition Trustee John Steel last year, who basically said that the Board is so well wined and dined during its quarterly meetings that it will go with the administration unless students, faculty, or alumni are up in arms about something, or unless money isn't coming in.)

So under normal circumstances, the Trustees and the President are on the same page. However, if things go south -- e.g., alumni up in arms -- MAJOR up in arms, lawsuit territory -- then the option is open for the Board to reconsider their support.

Especially if the Board had been continually reassured by Wright, Donin, S&C, or whomever, that the alumni wouldn't sue, and if they did, it would be laughed out of court, because the alumni didn't have a case.

This is just a high level version of what you see at work when the boss finally screws up one too many times. No great strain for me to envision, anyhow.

Anonymous said...

as for what I meant, see my post at 4:46 pm on 2/5/08. I was referring to a letter he wrote dated 11/20/06 on the subject of the Indian/hockey fiasco. I posted the reference to the letter in response to a request for an example. The letter can be readily found on the internet.

I am glad you understood what I was saying, tho I was not specifically referring to a speech. Did you notice the post referred to above?

The president should be a guarantor of the free marketplace of ideas, not a heavy handed, one sided participant in the ideological debate. He failed to appreciate the oppressive and stifling influence of his epithet laden position on the students who held differing positions.

7:09pm said...

Thank you both for the further explanations. I have nothing to add to what Mr. Bruce said--it makes more sense now.

Regarding President Wright and free speech, this comment thread is at 30 comments now and when only one person consistently posts under the same name, it's hard to keep track of who is saying what when there's a dialogue. I did see the Feb. 5 4:46 PM post, but I wasn't sure whether or not it was the same person trying to explain what was said earlier. At any rate, Feb. 6, 2:30 PM ("Spoken like a true airhead...") still seemed confused about the meaning of the "private rights" reference, so I thought I'd hazard a guess.

7:09pm said...

Also, we're talking about the same thing. I mistook the 11/20/2006 letter for a speech because I skimmed past the heading too quickly.

Anonymous said...

So can anyone on either side explain how Wright's alleged participation on one side of a debate in which he felt strongly (rather than being "a guarantor of the free marketplace of ideas," as if that were impossible once one offers an opinion) has anything to do with Wright's exercise of "rights" as president? It seems to me that a marketplace of ideas encourages everyone to speak his mind, from the youngest freshman up to the college president.

Anonymous said...

Donin is GC to the College, which is owned by the Board, but he's not GC to the Board.

The alumni case has always had no merit, but that has never made it unlikely that the alumni would sue. Current EC majority members have been threatening to sue since before they were elected, and the history of frequent meritless suits in the past would suggest to any observer that the present suit was likely.

The lawsuit is not a surprise, and it is not a problem to the Board except in the short term, the few months when it's an annoyance because it delays the Board's expansion plan. It will also sap a million or two from the treasury, but Dartmouth can afford it.

Anonymous said...

"alumni case has no merit"

It might be premature confidently to make the claim that the alumni case has no merit. Indeed, after the judge's ruling, it might actually be too late to make such claims with any degree of credibility.

The judge just ruled that if the alumni can prove its factual claims, there is a legal basis for the relief sought.

The factual claims do not appear difficult to prove. Documents, a long history of dealing, reliance seem to tell the story convincingly and will be difficult to contradict.

Summary judgment seems highly unlikely in the case, indicating that it will go to a fact finder for decision.

Citation of earlier, unnamed and allegedly unsuccessful law suits seems irrelevant to the merit of the one currently pending in Grafton County. Coupled with suggestions that EC members were threatening to sue before they were elected, it is an argument intended to impeach the protagonists in the suit rather than to deal with its merits.

Whatever the protagonists' intents in this case, they will have nothing to do with documents which are very old and practices which have gone on for decades and decades, and those are the key facts identified by the judge.

A Victory for the plaintiffs will prove more than an annoyance: it will be a cause for resignation for those who sought to pack the Board after losing the election on the constitutional amendment by a wide margin.

Anonymous said...

The judge's ruling says only that the plaintiff's lawsuit cannot be dismissed before trial. It does not and cannot say that the case has any merit. We will not know that until after the trial.

The factual claims appear very difficult to prove. How would you prove the existence or specific terms of an oral contract formed by people who've been dead for 50 years? How would you prove that the alumni have ever elected a trustee if the records show that for every alumni nominee, the board has taken a vote and elected the person itself? (Because the plaintiff has never said it purchased the individual votes of future trustees, it will have to prove that the Board takes its "nomination" as all that is necessary and never "elects" a trustee itself.) How would you prove that the promise to raise funds was not empty consideration? Alumni promised to raise funds before, after, and during the controversy in 1891. And good luck proving the board believed it had permission to grant a right to elect trustees. All of the documents so far show the Board as being concerned that it could not let alumni elect trustees without amending the charter.

"Citation of earlier, unnamed and allegedly unsuccessful law suits seems irrelevant to the merit of the one currently pending in Grafton County." One would think so, but the plaintiff put a lot of effort into citing those lawsuits.

"Whatever the protagonists' intents in this case, they will have nothing to do with documents which are very old." Other than opinions in nineteenth-century newspapers, what documents are you talking about? The alumni still have not found a document containing their fabled contract, especially one signed by the Board, which is required for any contract to be completed in more than a year.

An unlikely victory for the plaintiff will indeed cause more than an annoyance, but it will not cause anyone to resign. The Board would just add one Charter Trustee seat and appeal the decision to the Supreme Court, which will overturn it.

John Bruce said...

Um, I think it's a reasonable interpretation of the past Monday's announcements that even a preliminary victory for the plaintiffs has caused a high-level resignation.

Remember that Wright's retirement has always been one of the major objectives of the insurgents. It has probably come at least several years earlier than it otherwise would have, and indeed in the wake of the total repudiation of the SLI, which was the proximate cause of the insurgency.

Anonymous said...

So if a 69- or 70-year old president retires after 11 years, you assume it's because some gadfly called for his resignation? Isn't that the fallacy of causation? I have a major objective of seeing rain on the Eastern Seaboard this week and by gummit, it's going to happen.

Anonymous said...

to anon at 9:5


here is a link to the judge's ruling; http://www.dartmouth.edu/~news/features/governance/aoasuit/denial_of_motion.pdf

If you are a trial lawyer (are you?), I respectfully suggest you read it again; if you are not, call a lawyer experienced in litigation, buy him or her a drink and dinner and get an explanation.

On a motion to dimiss, the court is required to consider the facts alleged as true. So even if the alleged facts are very flimsy, the court should not grant a motion to dismiss the case. Were that the case here, one could argue that after the period of discovery, an objective fact finder will probably not be able to find by a preponderance of the evidence that the facts are as alleged.

My point is that here, the key facts alleged appear to be irrefutable. There were certain documents created on June of 1891, and there are separate documents signed each party, indicating the agreement; there has been 116 years of performance according to the obvious agreement of both sides. These facts are likely to be found by a preponderance of the evidence to be true, and they will establish the contract.

Re consideration, you should know it takes a peppercorn, and reading the judge's ruling, he may already have ruled that there is consideration.

PS: Are you referring to the statue of frauds when you mention the need for signatures on a contract lasting taking more than one year to perform? If so, you should know that full performance of a contract usually provides an exception to the statute of frauds. There is no doubt that the alleged agreement has been been performed for over 100 years, as noted rather emphatically by the court at page 10. Also with respect to the statute of frauds, the judge's ruling does not address a statute of frauds argument, indicating that the trustee's lawyers did not raise that defense in its motion to dismiss, and it is the type of defense that would be raised at an early stage if it was applicable.

You also seem to miss my point with respect to the shots you took at the credibility of the suit's protagonists. The leaders of the plaintiff, the Association of Alumni, may be all that you dislike but its current leaders did not create the documents or perform the agreement over the past 116 years, so that your impeachment of them has nothing to do with the actions of those who were around before.

anonymous 9:53 said...

Yes, I was referring to the statute of frauds, and no the Board did not raise it.

Your immediate leap from allegations to proven facts is just sloppy. The facts do not "appear to be irrefutable." Just because the judge says something regarding this motion does not mean that he believes it or has given the evidence any thought whatsoever. The judge has not ruled that sufficient consideration exists to make the alleged contract enforceable.

The plaintiff alleged that "certain documents created on June of 1891" embody a contract by which the Board conveyed the exclusive right to elect a certain proportion of the board. Just because the court was required to take that statement as true does not mean that the plaintiff can prove it. Did you ever wonder why the plaintiff generally refrained from quoting the only relevant document signed by the Board? Because even if it is interpreted to grant a "right," which is a stretch (because it is actually a grant of a revocable license), it cannot be interpreted to grant a right to "elect." The 1891 resolution expressly states that alumni "may nominate" people whom the Board then "elects." And of course both sides in 1891 referred expressly to "five" trustees, not a proportion, as did the subsequent Board resolutions granting permission to (only) nominate "seven" and "eight." How will the plaintiff prove that the essential terms of an oral contract that manages to exist in scattered writings are nevertheless different from the plain language of those writings?

And what about all that "consideration"? Sure, the alumni might have done the things alleged (refraining from suing, promising to raise money), but can the plaintiff prove that the alumni intended them to serve as consideration for the contractual grant of election rights? That will be very difficult to prove. The alumni were doing those things anyway. It's not enough to prove that those acts exist.

And the alumni will not be able to prove that they have performed the agreement over 116 years. The alumni allegedly paid something in 1891 (refraining from suing, promising to raise funds) in order to get the ability to select candidates. But the act of selecting qualified trustee candidates is not itself consideration, it is the very enjoyment of the license granted by the Board. If you pay to watch a movie in a theater, your payment for the ticket is consideration, but your watching of the movie is not. You could take the ticket home and know that you had completed your part of the bargain. What's more, actually watching the movie is not consideration for the right to watch another movie next year – you have to pay again.

Not only have the alumni never performed the alleged agreement since 1891, but the Board has never performed once, as far as we know. It has never permitted alumni to elect trustees in its stead. It has never agreed to do so orally or in writing, and at the same time, it has continually made or abided by express written statements to the contrary, including the charter. This is another factual allegation that the plaintiff will have a very tough time proving.

Anonymous said...

"The College, having agreed with the Association such that the Association undertook to raise funds for the College, modified its constitution, lifted an embargo on alumni donations, and forbore to file suit, ought not reap the benefit of its bargain and then deny that the Association had the capacity to make such an agreement. Such a notion offends the obligation of good faith and fair dealing implicit in any contract.”

“The Court finds that it would be improper to hold as a matter of law that the Board’s action in 1891 was illegitimate for lack of authority, when it was ratified by the actions of both parties for 116 years thereafter.”

It would seem the judge disagrees with you.

These are plain statements by the court within the ruling. Neither was prefaced (or in any way covered) by “construing the pleadings in the light most favorable to the Association” as most of the rulings were.