Taking issue with judges’ ruling that the State had no contract with Hastings Law founder

The news story: “State made no contract with Hastings Law founder, judge rules,” Daily Journal, Feb. 7, concerns erroneously sustained demurrers in the litigation over the changing of the name of the former Hastings College of the Law. All demurrers were sustained without leave to amend, thus preventing even the limited discovery permitted in conjunction with summary judgment motions. See Cal. Code Civ. Proc. §437c(h).

Missing from that story and the Superior Court’s order is the fact that in that same case, in a published opinion dealing with a prior unsuccessful anti-SLAPP motion that has prevented any proceedings on the merits of the case including discovery, the Court of Appeal described the Legislature’s 1878 “Act” that created the law school as providing “[t]hat S.C. Hastings be authorized to found and establish a Law College, to be forever known and designated as ‘Hastings’ College of the Law,’” that the Act’s passage was expressly conditioned upon S.C. Hastings’s payment of $100,000 into the State Treasury, and that “S.C. Hastings accepted these terms and paid $100,000 to the State Treasury, and the College was established.” Hastings College Conservation Committee v. Faigman, 92 Cal.App.5th 323, 328 (2023).

That description has all the hallmarks of a unilateral contract, offer, acceptance and consideration, and that contract uses clear and unambiguous language to express the Legislature’s intent to create a private contractual and vested right to have the name “Hastings” be part of the College’s.

Right after the law school was established its counsel at the time represented to the California Supreme Court in litigation over the admission of women to the college (Foltz v. Hoge, 54 Cal. 28 (1879)) that: “[t]he statute (citation) and the payment of $100,000 by Judge Hastings, constituted a complete contract between Hastings and the State, under which the college was founded. (citation) It is a private eleemosynary perpetual trust. . . . (Dartmouth College Case, 4 Wheat. 668-9 . . . .)” See also 8 Witkin, Summary of California Law (Constitutional Law) §1420 (11th ed. 2017) (describing the college charter at issue in Trustees of Dartmouth College v. Woodward, 17 U.S. 518 (1819) as involving “a contract to which the donors, the trustees and the crown were the original parties.”)

More recently, in Coutin v. Lucas, 220 Cal.App.3d 1016, 1020 (1990), the Court of Appeal referred to the former UC Hastings as being subject to “the continuing effect of terms of the private trust of Serranus C. Hastings which appear as provisions of the 1878 act originally establishing Hastings College of the Law in the University of California.” See also 5 Scott and Ascher on Trusts (5th ed.) §37.4.2.3 (describing the contract at issue in the Dartmouth College Case as a charitable trust.) See Dingwell v. Seymour, 91 Cal.App. 486, 508 (1928) (describing a trust agreement as “like any other contract. . . .”) ; L.B. Research & Education Foundation v. UCLA Foundation, 130 Cal.App.4th 171, 178 (2005) (describing its review of a possible trust agreement as “interpretation of an allegedly ambiguous contract . . . .”).

And before the school’s Board of Directors’ sudden reversal of its decision not to change the name, its Chancellor and Dean David Faigman was quoted in the media as saying that changing the name could violate the “trust agreement” Serranus Hastings made with the State when he gave the money to start the school.

In ruling on a demurrer, the court must accept as true not only the complaint’s factual allegations, but also “facts that reasonably can be inferred from those expressly pleaded.” Fremont Indemnity Co. v. Fremont General Corp., 148 Cal.App.4th 97, 111 (2007). In addition, a demurrer should be overruled if there is a reasonable possibility that plaintiffs’ complaint could be amended to state a cause of action. Martinez v. Socoma Companies, Inc. 11 Cal.3d 394, 400 (1991).

The court’s erroneous rulings on the other causes of action are also impacted by its ruling on the contract issue. Therefore, the demurrers to the complaint in Hastings College Conservation Committee v. Faigman should have been overruled.