State made no contract with Hastings Law founder, judge rules

A San Francisco judge on Tuesday dismissed a lawsuit brought by the descendants of Serranus Hastings, California's first chief justice, and UC Hastings College of Law alumni who challenged the school's name change to the UC College of the Law, San Francisco.

After a hearing, Superior Court Judge Richard B. Ulmer issued a final order sustaining a demurrer without leave to amend brought by the state Department of Justice and attorneys for the law school, Willkie Farr & Gallagher LLP.

During Tuesday's hearing, the defense attorneys argued that the lawsuit must be dismissed because the Legislature in 1878 was not making a contract with Hastings when it agreed to name the law school for him in return for a founding donation of $100,000.

The Willkie team was led by San Francisco partners Benedict Hur, Eduardo Santacana and Joshua Anderson and included associate Julia Marenkova. UC Law general counsel John K. Dipaolo was co-counsel. Deputy Attorney General Kara Siegel appeared on behalf of the state.

In a news release Tuesday, Santacana said, "Some of Serranus Hastings' thousands of descendants seek to privatize a chunk of a public agency, for all time, in order to satisfy their own policy disagreements with their cousin who sits on the school's Board of Directors. This Court need not step into this internecine dispute --- there is no legal basis for a family succession drama to determine the fate of a public agency."

The lawsuit was filed by the Hastings Conservation Committee and several Hastings' descendants after Gov. Gavin Newsom signed AB1936, a bill to rename the law school, on Sept. 23, 2022. The Legislature said the reason was to distance the school from Hastings, who was accused of ordering militias to commit acts of violence against Native Americans. Hastings' descendants denied there is proof of the accusations. The name change took effect on Jan. 1, 2023.

Ulmer adopted his tentative ruling, rejecting the argument raised by the plaintiffs' counsel, Gregory Michael of Michael Yamamoto LLP, during Tuesday's hearing that the name change constituted a breach of contract between the state and Hastings and asking for a return of Hastings' investment of $100,000 plus interest. The amount has been estimated at $1.7 billion in today's money, according to some news reports.

"The Act does not constitute a contract," Ulmer wrote. "Cause of action two fails because there was no violation of the ex post facto laws or prohibition against bills of attainder. AB 1936 does not 'punish' plaintiffs. Cause of action three fails because there was no violation of collegiate freedom. The College Board caused the changes and was not a victim of State overreaching. Plaintiffs do not allege the fourth cause of action [injunctive relief-waste of taxpayer funds] or fifth cause of action [deprivation of civil rights] against the State."

Michael said during Tuesday's hearing that the legislation memorializing the creation of UC Hastings was a binding contract and critiqued Ulmer's ruling.

"I wish the court in its tentative had said that the Legislature in 1878 used very decisive words, for ever, the college would forever bear the family name," Michael said. "So the 1878 Act, what it does is it sets up an inducement for justice Hastings to contribute ... 100,000 and the sweat of his brow to not just found the college but to establish what was UC Hastings. ... And at that time, to be clear, there's really no question that this was a binding contract." Hastings College Conservation Committee, et al. v. State of California et al., CGC22602149 (S.F. Sup. Ct. filed Oct. 4, 2022).

Later in the hearing, Ulmer remarked on the cost to operate the school since its opening in relation to the plaintiffs' claims, "You don't think it's cost a little bit more than $100,000 to run the law school since 1878?"

In the news release, Santacana addressed the implications of the plaintiffs' argument.

"The upshot of these descendants' argument is that the governance of a public institution can be bought and sold," he said. "But just as the state legislature could not delegate the right to run the Department of Insurance to an insurance company, so too here, the legislature was never empowered to delegate the governance of the law college. This rule underlies the unmistakability doctrine, which holds that a legislative act can only be read as a contract if it is absolutely clear that the legislature intended to enter into a contract."