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“What’s Past Is Prologue”: The Story of the Sale of the University “What’s Past Is Prologue”: The Story of the Sale of the University
of Puget Sound School of Law to Seattle University of Puget Sound School of Law to Seattle University
Annette E. Clark
Seattle University School of Law
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Annette E. Clark, “What’s Past Is Prologue”: The Story of the Sale of the University of Puget Sound School
of Law to Seattle University, 46
Seattle U. L. Rev.
773 (2023).
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773
“What’s Past Is Prologue”: The Story of the Sale of the
University of Puget Sound School of Law to Seattle
University
1
Annette E. Clark*
CONTENTS
I
NTRODUCTION ..................................................................................... 774
I. S
ETTING THE STAGE .......................................................................... 775
A. Seattle University ......................................................................... 775
B. University of Puget Sound ............................................................ 777
C. University of Puget Sound School of Law .................................... 779
D. Life in the Norton Clapp Law Center .......................................... 783
E. James E. Bond Appointed Dean ................................................... 784
F. New Leadership Comes to University of Puget Sound ................. 785
G. Trouble on the Horizon ................................................................ 787
H. New Leadership in the Law School ............................................. 790
II. MAKING THE DEAL .......................................................................... 791
A. A Meeting of the Minds ................................................................ 791
B. Seattle University Deliberations .................................................. 793
C. University of Puget Sound Deliberations .................................... 796
III. N
OVEMBER 8, 1993: THE FATEFUL DAY ARRIVES ......................... 799
A. Sleuths at Work ............................................................................ 799
B. Sold! ............................................................................................. 802
C. Students Voice Their Displeasure ................................................ 806
* Dean Emerita and Professor Emerita, Seattle University School of Law.
1. “What’s Past Is Prologue” is, of course, a quotation from William Shakespeare’s play, The
Tempest. See W
ILLIAM SHAKESPEARE, THE TEMPEST act 2, sc. 1. In borrowing this quote for the
article’s title, I am indebted to my good friend and former colleague, Joan Duffy Watt. She called upon
the Bard’s words in a speech she wrote on “The History of the Law School,” which was delivered in
1998 to the Seattle University Board of Regents by a distinguished law school alumnus. See Stuart
Rolfe, 1978 Alumnus of University of Puget Sound Sch. of L., Keynote Address: The History of the
Law School 5 (Feb. 6, 1998) (on file with author) (“And so, for this law school—perhaps more than
any other—the past is indeed prologue.”).
774 Seattle University Law Review [Vol. 46:773
IV. P
ICKING UP THE PIECEs .................................................................. 808
A. Understanding the Sale ................................................................ 809
B. Grieving the Loss, Fearing the Future ......................................... 810
C. Calming the Students ................................................................... 813
V. T
HE AFTERMATH ............................................................................. 815
A. University of Puget Sound Law Alumni Respond......................... 816
B. The View from Within .................................................................. 817
1. Reaction Within the University of Puget Sound Community .. 817
2. Reaction Within the Seattle University Community ................ 818
C. The Local Community Erupts ...................................................... 820
D. The Press Piles On ...................................................................... 821
1. News Tribune Editorials ........................................................... 822
2. Community Calls and Letters to the Editor .............................. 826
E. Attempts to Upend the Sale .......................................................... 828
F. UW to the Rescue? ....................................................................... 830
G. President Pierce Responds .......................................................... 830
VI. C
REATING SEATTLE UNIVERSITY SCHOOL OF LAW ....................... 833
A. Winning Hearts and Minds .......................................................... 835
B. Attending to Compensation and Benefits ..................................... 838
C. Accreditation Woes ...................................................................... 842
D. Enrolling the Class and Appealing to Alumni, Employers, and
Donors .............................................................................................. 847
E. The Final Days of University of Puget Sound School of Law ...... 848
VII. S
EATTLE UNIVERSITY SCHOOL OF LAW COMES INTO BEING ....... 850
A. Litigation Commences .................................................................. 850
B. Seattle University Hires a “New” Dean ...................................... 852
C. Building a New Home .................................................................. 853
D. Seattle Bound ............................................................................... 855
E. Sullivan Hall Opens ..................................................................... 857
F. University of Puget Sound: A Reprise .......................................... 858
VIII. R
EFLECTIONS ............................................................................... 860
C
ONCLUSION ......................................................................................... 864
I
NTRODUCTION
When the Seattle University Law Review editorial staff invited me
to write an updated history of Seattle University School of Law in honor
of our 50th anniversary, I planned to start the narrative with the year 1989,
2023] What’s Past Is Prologue 775
which was where the prior written history (authored by former Law
Library Director Anita Steele and published by the Law Review) had left
off.
2
It also happens to be the year when I graduated from this law school
and joined the tenure-track faculty, so 1989 seemed like a propitious place
to begin. However, as I began to do the research necessary to cover the
ensuing 33 years of the school’s history, I was drawn over and over again
to one particular part of our story: the announcement in 1993 that the
University of Puget Sound had sold its law school to Seattle University. In
conducting my research, I came to realize that as others from the law
school have moved on, retired, or passed away, I am the lone remaining
faculty member who was here for that remarkable period in our history.
Thus, in commemoration of the law school’s half-century mark of
existence, I have chosen to travel back in time to the defining moment on
November 8, 1993, when everything changed. While 1972 marked the law
school’s founding, the announcement of the sale in 1993 was the critical
inflection point that started us on a difficult but fascinating journey to
where we are in this, our 50th year: a vibrant, urban, Jesuit, justice-focused
law school, located in the heart of Seattle and at the heart of Seattle
University.
I. S
ETTING THE STAGE
A. Seattle University
Seattle University had its origins in 1891 when two Jesuit priests
founded a Catholic school for boys at Immaculate Conception Church in
Seattle.
3
These small beginnings eventually gave rise to Seattle College,
which was incorporated on October 21, 1898, opened its doors to women
in the early 1930s, and officially became Seattle University in 1948.
4
The
first century of the university’s existence was marked by numerous
challenges, including inadequate financial resources, an insufficient
number of students, a 13-year move away from its original Capitol Hill
location, disruptions caused first by World War II and then the Vietnam
War, and a succession of short-lived university presidents in the late 1960s
and early 1970s.
5
Stability finally came to Seattle University in the form
of William J. Sullivan, S.J., who was appointed as the university’s 20th
president on May 3, 1976.
6
2. See Anita M. Steele, History of the University of Puget Sound School of Law, 12 U. PUGET
SOUND L. REV. 309 (1989).
3. See W
ALT CROWLEY, SEATTLE UNIVERSITY: A CENTURY OF JESUIT EDUCATION 25 (1991).
4. See id. at 31, 45-48, 59.
5. See William J. Sullivan, S.J., President’s Welcome, in W
ALT CROWLEY, SEATTLE
UNIVERSITY: A CENTURY OF JESUIT EDUCATION 9 (1991).
6. See C
ROWLEY, supra note 3, at 99.
776 Seattle University Law Review [Vol. 46:773
President Sullivan took over during a time of economic downturn,
with layoffs at Boeing hitting the region particularly hard; as a result,
Seattle University had lost a significant portion of its enrollment and found
itself in a very challenging financial position.
7
The new president’s first
task was, thus, to solve the university’s longstanding financial problems.
8
Through a great deal of hard work with his Cabinet and by making some
difficult and unpopular cost-cutting decisions (including removing the
university from NCAA Division I athletics), President Sullivan was
eventually able to re-establish financial stability.
9
At that point, he turned
his attention to making Seattle University a first-class campus and
school.
10
As President Sullivan worked to bring about this transformation, he
consistently challenged the university to maintain its distinctive Jesuit,
Catholic character, with its corollaries of high-quality and values-based
education, student professional formation, service to the community and
world, and a commitment to social justice.
11
His vision was for Seattle
University to be recognized as the “premier independent comprehensive
university in the Northwest.”
12
To that end, the university offered a broad
and growing range of undergraduate, graduate, and professional programs
in arts and sciences, business, education, science and engineering, nursing,
and theology and ministry.
13
But, despite the comprehensive and varied
nature of the offerings, in President Sullivan’s mind, what was missing
from this mix (and essential to achieving his vision for Seattle University)
was a law school.
14
Interestingly, Seattle University had originally explored creating its
own law school in the 1930s, but the Jesuit leadership had nixed the idea
because such a venture would inevitably compete with Gonzaga
7. Telephone Interview with Virginia Parks, Prof. Emerita, Seattle Univ. (Dec. 15, 2022) (notes
on file with author).
8. See The Sullivan Era at SU: 20 Years of Excellence, SEATTLE TIMES, May 2, 1996, at B6.
William Sullivan served as president of Seattle University from 1976–1996 and is widely credited
with, among other things, righting the university’s financial situation and enhancing the physical
footprint of the campus on Seattle’s First Hill. See Miguel Otárola, The Rev. William Sullivan, Seattle
U.’s Longest-Serving President, Dies at 84, S
EATTLE TIMES (June 18, 2015),
https://www.seattletimes.com/seattle-news/education/the-rev-william-sullivan-seattle-us-longest-
serving-president-dies-at-84/ [https://perma.cc/K3HL-L5JF].
9. Telephone Interview with Virginia Parks, supra note 7.
10. Id.
11. See Sullivan, supra note 5, at 9–13.
12. See id. at 10.
13. See Keith Ervinlee Moriwaki, Seattle U Acquires UPS Law School—News of Deal Shocks
and Angers Students on Tacoma Campus, S
EATTLE TIMES, Nov. 9, 1993, at A1.
14. See id.
2023] What’s Past Is Prologue 777
University’s law school in Spokane.
15
Unfortunately, by the time President
Sullivan revisited the idea during his presidency in the 1970s, the cost of
starting a new law school was beyond the university’s reach,
16
leaving
Seattle University as the only major Jesuit university on the West Coast
that did not include a law school.
17
As luck would have it, the law school
President Sullivan envisioned had recently been launched 35 miles south
of Seattle University, at the University of Puget Sound in Tacoma.
B. University of Puget Sound
The University of Puget Sound was founded in Tacoma in 1888 by
the United Methodist Church.
18
Over the succeeding years, the university
retained its status as a church-affiliated institution but came to be governed
by a fully independent board of trustees and to operate as a secular
institution.
19
In its early years, University of Puget Sound was a small
liberal arts college serving mainly Tacoma and going by the name of the
College of Puget Sound.
20
After World War II, under President R. Franklin
Thompson’s leadership, the university established itself as a regional,
multipurpose institution, much like Seattle University.
21
University of
Puget Sound offered a mix of undergraduate, graduate, and professional
programs, with satellite campuses at regional military bases in Seattle and
Olympia.
22
Approximately 80% of the students came from inside the state
of Washington and fewer than half of the degrees awarded were in the
liberal arts.
23
In June 1973, Dr. Philip M. Phibbs succeeded President Thompson
(who had served in the role for 31 years and was University of Puget
Sound’s longest-serving president).
24
President Phibbs had received his
Ph.D. from the University of Chicago and was serving as the executive
vice president of Wellesley College in Massachusetts when he was tapped
15. See WALT CROWLEY, WILLIAM J. SULLIVAN, S.J.: A CELEBRATION OF SEATTLE
UNIVERSITY’S RENAISSANCE DURING 20 YEARS UNDER ITS 20TH PRESIDENT 32 (1996).
16. Interview with Denis Ransmeier, Former Vice Pres. for Fin., Seattle Univ., in Issaquah,
Wash. (Nov. 22, 2022) (notes on file with author); see also C
ROWLEY, supra note 15, at 32.
17. See C
ROWLEY, supra note 15, at 32.
18. See United Methodist Church Affiliation, UNIV. PUGET SOUND, https://www.pugetsound.ed
u/about-puget-sound-0/history-traditions/united-methodist-church-affiliation [https://perma.cc/323U-
MVAU].
19. See id.
20. See Email from Susan Resneck Pierce, President Emerita, Univ. of Puget Sound, to author
(Mar. 5, 2023, 11:07 AM) (on file with author).
21. See id.
22. See Jane Hadley, Law School Sale Called ‘Natural Step’, S
EATTLE POST-INTELLIGENCER,
Nov. 10, 1993, at B1.
23. See id.
24. See UPS Leadership to Change Hands, N
EWS TRIB., June 1, 1973, at 8.
778 Seattle University Law Review [Vol. 46:773
for the University of Puget Sound presidency.
25
He was University of
Puget Sound’s 11th president,
26
and from the outset of his tenure, he made
it clear that his focus would be on ensuring that the university “educate[d]
students for a lifetime” rather than for any specific career.
27
His goal and
expectation was that students would learn basic skills such as effective
communication and how to think and analyze independently.
28
He also
endorsed the value of deep learning through in-depth study of a field of
their choosing, with the hope that students would discover the beauty of
such disciplines as art, music, and literature through their college
education.
29
Given this worldview, it is not surprising that Dr. Phibbs was the
driving force behind several key university initiatives aimed at achieving
academic excellence during his long tenure at University of Puget Sound,
including the establishment of a chapter of Phi Beta Kappa honor society
and the creation of a core undergraduate curriculum.
30
Early in his
presidency, in the mid-1970s, he guided University of Puget Sound
through an intense self-examination of its mission, which led the
university to change course significantly through downsizing and
eventually closing the satellite campuses and some of the graduate and
professional programs.
31
However, it was upon his return from a sabbatical
in 1988 that President Phibbs laid out an even more ambitious vision for
the university’s future.
32
He envisioned University of Puget Sound as a
national, residential liberal arts institution, similar to schools such as
Bowdoin, Oberlin, Pomona, and Occidental, with talented liberal arts
students drawn from across the country.
33
The Board of Trustees enthusiastically endorsed President Phibbs’
vision.
34
University of Puget Sound thus set about refining and sharpening
its mission to become a nationally renowned liberal arts institution where
students “learn how to learn.”
35
In service of this mission, the university
25. See id.
26. See University of Puget Sound Mourns the Death of Former President Philip M. Phibbs,
U
NIV. PUGET SOUND (Mar. 23, 2022), https://www.pugetsound.edu/stories/university-puget-sound-
mourns-death-former-president-philip-m-phibbs [https://perma.cc/HY3C-CRRM].
27. See David Seago, New UPS President Prefers Educating Student for Lifetime, NEWS TRIB.,
June 15, 1973, at 7.
28. See id.
29. See id.
30. See University of Puget Sound Mourns the Death of Former President Philip M. Phibbs,
supra note 26.
31. See Hadley, supra note 22.
32. See id.
33. See id.
34. See id.
35. See Steve Maynard, New Presidents Learning, Too, N
EWS TRIB., Aug. 17, 1992, at B1
(quoting President Susan Resneck Pierce on President Phibbs’ legacy with the university).
2023] What’s Past Is Prologue 779
over the course of Phibbs’ nineteen-year tenure as president increased its
selectivity and decreased enrollment, dramatically improved the quality of
the undergraduate programs, decreased its emphasis on graduate
programs, grew the endowment by a significant margin, and downsized
the intercollegiate athletic programs.
36
Particularly germane to this
narrative, the university eventually dismantled and closed most of its
graduate programs.
37
Thus, while Seattle University and University of Puget Sound were
both regional, comprehensive universities in their earlier years with a
range of undergraduate, graduate, and professional programs, their paths
began to markedly diverge as University of Puget Sound actively pursued
its goal of becoming a smaller, more elite, national liberal arts institution
and Seattle University continued down its chosen path of becoming the
premier comprehensive university in the Northwest region.
C. University of Puget Sound School of Law
As with the two universities, the history of the University of Puget
Sound School of Law also goes back more than one hundred years. The
story began in 1912 when a group of prominent local Tacoma attorneys
sought to start a new law school affiliated with University of Puget
Sound
38
Despite initial Board of Trustee approval, those early efforts
foundered the following year when the university encountered significant
financial problems, and it was not until the late 1960s that another serious
attempt was made to launch a law school at University of Puget Sound.
39
By then, a number of positive factors weighed in favor of proceeding: the
university was in a strong financial position, the baby boomer generation
created favorable demographics (with women and veterans returning from
the Vietnam War in particular seeking access to legal education), and the
unemployment rate was high, causing individuals to seek out additional
career-oriented education and training.
40
In light of these factors, the
leadership at University of Puget Sound commissioned Gordon D.
Schaber, Dean of the McGeorge School of Law at University of the
36. See Steve Maynard, Oregon Woman Named to Lead Tacoma’s UPS, NEWS TRIB., March 14,
1992, at B1; see also Lily Eng, UPS President Causes Stir, Defends Sale of Law School, S
EATTLE
TIMES, Dec. 2, 1993, at A1 (noting that since the 1970s, Univ. of Puget Sound had eliminated several
master’s programs, including public administration and business administration).
37. See Moriwaki, supra note 13. Specifically, the university discontinued its master’s programs
in public administration, business administration, comparative literature, English, and the sciences. Id.
38. See Steele, supra note 2, at 309.
39. See id.
40. See id. at 309–10.
780 Seattle University Law Review [Vol. 46:773
Pacific, to conduct a study analyzing the need for a third law school in
Washington, with particular emphasis on Tacoma.
41
The results of the 1971 study were encouraging. The report revealed
that the Seattle-Tacoma-Olympia metropolitan region was the largest
population base in the country being served by only one law school
(University of Washington) and without access to part-time or evening
legal education.
42
Things moved quickly from the publication of the
report, with an ad hoc feasibility committee unanimously recommending
that the University of Puget Sound Board of Trustees take steps to
establish a law school.
43
The university’s faculty voted overwhelmingly in
favor, and on December 20, 1971, the Board concluded that such a move
was both academically and financially sound and approved a resolution to
establish the University of Puget Sound School of Law.
44
For purposes of
this narrative, it is important to note that the decision by the Board of
Trustees to launch a law school at University of Puget Sound was made
18 months before President Phibbs began his tenure,
45
so he had no role in
the initial decision.
The law school was slated to open in the fall of 1972, which was
remarkably fast given that the Board’s approval of the proposal came in
late 1971. Because time was short, immediately after Joseph A. Sinclitico,
Jr., was hired as the inaugural dean and several faculty members were
brought on board, attention shifted to finding a home for the new law
school.
46
Perhaps because of the planned September opening, University
of Puget Sound leadership chose to locate the fledgling law school in a
leased building in the new Benaroya Business Park in South Tacoma, as
opposed to finding suitable space on the university’s main campus in
North Tacoma.
47
Their stated intention at the time was to find a more
permanent facility for the law school on the main campus within the next
five years.
48
University of Puget Sound School of Law opened in time for fall
classes, and the founding ceremony was held on October 29, 1972.
49
The
ABA granted provisional accreditation to the law school in 1973 and full
accreditation in 1975.
50
As to the latter, President Phibbs appeared at an
41. See id. at 310.
42. See id.
43. See id.
44. See id. at 310-11.
45. See Hadley, supra note 22 and accompanying text.
46. See Steele, supra note 2, at 311.
47. See id. at 312.
48. See id.
49. See id. at 313.
50. See id. at 313–15.
2023] What’s Past Is Prologue 781
ABA Accreditation Committee hearing and promised that University of
Puget Sound would build a new facility for the law school, and it was on
that basis that the ABA granted the law school full accreditation so early
in its existence.
51
Although the law school experienced a number of ups and downs
over the next few years, it continued to attract students and to grow in
size.
52
By 1976, the law school had outgrown its leased strip mall facility,
and the ABA-AALS accreditation team stated in its inspection report that
a new physical plant was needed, one that was owned and controlled by
the university.
53
Unfortunately, the university had other competing
priorities, and President Phibbs and the Board were not interested in
footing the bill for a new law building on campus (which Phibbs estimated
would cost $4 million), nor were there a sufficient number of “well-
heeled” law school alumni at that early point in the law school’s history to
support a vigorous capital campaign.
54
By then, the founding dean, Joseph Sinclitico, had been succeeded
by Wallace Rudolph, and it fell to Dean Rudolph (who will figure
prominently again later in this story) to find a solution to the problem of
where to permanently house the law school.
55
He and University of Puget
Sound leadership eventually hit upon the idea of locating the law school
in downtown Tacoma in the vacant Rhodes Department Store, using a
“law center” model that would incorporate the law school, the Court of
Appeals Division II, and various law offices within the same facility.
56
The law center idea was wonderfully entrepreneurial and ahead of its
time in situating legal education within the practicing legal community,
but Dean Rudolph and University of Puget Sound officials took the
concept one step further by proposing the project as one that would help
revitalize Tacoma’s deteriorating downtown urban core.
57
This was an
important move because having the project designated as part of urban
renewal would open up grants and low interest loans for University of
Puget Sound to help fund the project. City officials embraced the idea and
51. See Email from William C. Oltman, Prof. Emeritus, Seattle Univ. Sch. of L., to author (Mar.
31, 2023, 9:37 PM) (on file with author). Professor Oltman was unsure as to whether President Phibbs
had promised that the new law school building would be situated on the university’s main campus.
When the new building still hadn’t materialized several years later, the ABA adopted an informal rule
known as the “UPS Rule,” which required that a law school have its permanent building in place
before the ABA would grant full accreditation. See id.
52. See Steele, supra note 2, at 313–15.
53. See id. at 316.
54. See id. at 316–17.
55. See id.
56. See id. at 317–18.
57. See id. at 317.
782 Seattle University Law Review [Vol. 46:773
the Tacoma City Council voted in July 1978 to support the law center
project by seeking financial assistance from the federal government.
58
In May 1979, the University of Puget Sound Board of Trustees
approved the purchase and renovation of the Rhodes Department Store to
create the University of Puget Sound Law Center in downtown Tacoma,
with a total expense of $9 million. With the City of Tacoma’s active
assistance and support, the university received two federal urban
development loans totaling $4.5 million to help fund the project.
59
The city
also worked closely with a local bank in order to obtain favorable terms
for a private loan to University of Puget Sound.
60
Following an intense
period of renovation and construction, the Norton Clapp Law Center was
dedicated on September 13, 1980, named in honor of Norton Clapp, a
long-time University of Puget Sound trustee and former chairman of
Weyerhaeuser.
61
Then-U.S. Supreme Court Chief Justice Warren Burger headlined
the dedication ceremony, and he hailed the center as “a remarkable
experiment in legal education.”
62
Community leaders lauded the Law
Center as “an urban pioneer in the Tacoma renaissance,” providing an
important institutional anchor for further revitalization and development
of the downtown Tacoma core.
63
However, even with this successful
relocation of the law school to much more conducive and appropriate
space, the decision by University of Puget Sound leadership to locate the
law school in downtown Tacoma, geographically separated by several
miles from the bucolic University of Puget Sound main campus in North
Tacoma, laid the foundation for a much more startling decision that was
yet to come.
58. See id. at 317–18.
59. See id. Elsewhere, the financial arrangement was described slightly differently. For example,
Tacoma City Manager Ray Corpuz stated that the city borrowed $3 million and loaned University of
Puget Sound $1.5 million in federal funds to develop the Law Center. See Steve Maynard, UPS Firm
on Law School Sale: ‘Deal’s All Done,’ Trustee Says, N
EWS TRIB., Dec. 11, 1993, at A1. Another
source stated that University of Puget Sound received, with the city’s assistance, a $1.5 million federal
grant and a $3 million, low-interest, federally guaranteed loan. See Peter Callaghan, Editorial, Let’s
Consider Some Myths about Sale of Law School, N
EWS TRIB., Dec. 5, 1993, at F1.
60. See Art Popham & Steve Maynard, As Shock Settles, Tacoma’s UPS Scolded for Secretive
Deal to Sell Law School, N
EWS TRIB., Nov. 10, 1993, at B1 (quoting Erling Mork, former Tacoma
City Manager).
61. See Steele, supra note 2, at 318–19.
62. See Rolfe, supra note 1, at 2.
63. See Moriwaki, supra note 13 (quoting David Graybill, president of the Tacoma-Pierce
County Chamber of Commerce).
2023] What’s Past Is Prologue 783
D. Life in the Norton Clapp Law Center
I attended the University of Puget Sound School of Law in the
Norton Clapp Law Center in downtown Tacoma from 1986–89 and then
joined the law faculty immediately upon graduation. Thus, I personally
experienced the impact of the downtown Law Center in bringing hundreds
of faculty, staff, and students into the core of Tacoma to study, work, and
even live. The urban location allowed law school faculty, staff, and
administrators to integrate into the legal community and profession in
ways that would not have been possible had the school been located on the
main campus. Students enjoyed the benefits of interning for local Pierce
County law firms and externing with the superior and district courts and
city, county, and state government agencies, many of which had offices
just up the street from the downtown law school. In many respects,
Tacoma and Pierce County were our classrooms, and the legal community
and law school developed a strong and mutually beneficial relationship.
Given this immersion in the legal community, it is not a coincidence that
University of Puget Sound School of Law developed nationally renowned
legal writing and clinical programs under the leadership of Dean Fredric
Tausend, who served from 1981–1986 and was himself a highly respected
practicing attorney.
64
There were also positives to the geographic separation from the
perspective of the law school faculty. The physical distance between the
university and law school resulted in greater autonomy than is usual even
for law schools, and the law faculty were buoyed by a sense of self-
governance and perhaps even self-determination. While some had close
professional and personal relationships with University of Puget Sound
faculty in other disciplines, many of us did not, and there were fewer
opportunities for intellectual interchange and collaboration between the
downtown law campus and the larger university than one might have
expected. Law faculty were sometimes asked to serve on university
committees, but by and large, service to the institution and governance
functions were carried out internally within the law school. And although
the law dean unquestionably interfaced with university leadership on
policy matters and budget and finances, most of us on the faculty and staff
felt distanced and immune from whatever was happening (both positive
and negative) within the larger university.
64. See Steele, supra note 2, at 319–20. Dean Rudolph resigned in November 1979, followed by
the appointment of Associate Dean Donald Cohen as Interim Dean, and then the appointment of
Fredric Tausend as Dean in January 1981. See id. at 318–19.
784 Seattle University Law Review [Vol. 46:773
E. James E. Bond Appointed Dean
It was within this context of physical and institutional separation that
James E. Bond succeeded Fred Tausend as dean in July 1986.
65
Dean Bond
came to University of Puget Sound from Wake Forest University School
of Law in North Carolina, where he had been a professor for several
years.
66
He never practiced law and was a genuine academic, having
obtained his SJD degree (equivalent to a Ph.D. in law) at the University of
Virginia and launching his teaching career as a Judge Advocate General
instructor with the United States Army.
67
President Phibbs hired Dean
Bond, the latter of whom would often tell the story of how he had forgotten
to bring his wallet when he came to campus for the interview with
President Phibbs, and so he found himself having to ask the president for
cab fare back to his hotel! By all accounts (and based on my own personal
observations), the two leaders developed a mutually respectful
professional relationship as well as a close friendship.
Dean Bond came into law leadership at a challenging time in which
applications to law schools were down nationally.
68
As mentioned
previously, University of Puget Sound School of Law had been in growth
mode since its inception, partly because of a philosophy of educational
access and partly because the law school was almost entirely dependent
on tuition dollars as a revenue source.
69
As a result, under Dean Tausend,
entering classes had been regularly running at well over 300 students.
70
Dean Bond was strongly committed to academic excellence, and early in
his tenure, he sought to reverse course somewhat by engaging the law
school in a strategic planning process that resulted in a plan to gradually
reduce the size of the law school student body to 750 full-time-equivalent
students.
71
The purpose of the gradual downsizing plan, which was
approved by President Phibbs and the Board of Trustees, was to enhance
the academic quality of the student body and improve performance on the
bar exam.
72
In terms of the relationship between the university and the law school
during this time, it seemed to me that Dean Bond ran effective interference
for the law school, with President Phibbs’ obvious admiration for Jim
Bond’s intellect and grounding in the liberal arts helping to moderate the
65. See id. at 321.
66. See David Sandler, Celebrating the Legacy of an Exceptional Educator, S
EATTLE UNIV.
SCH. L. LAW. MAG., Spring 2020, at 28, 31.
67. See id.
68. See Steele, supra note 2, at 320–21.
69. See id.
70. See id. at 321.
71. See id.
72. See id.
2023] What’s Past Is Prologue 785
president’s natural disaffinity for professional education. It is impossible
to know for certain, but given President Phibbs’ devotion to undergraduate
liberal arts education, I do not believe he would have supported the
founding of a law school at University of Puget Sound had he been
president in the late 1960s and early 1970s when the idea resurfaced. And
so, presumably out of respect for a decision that had been made before he
became president and perhaps because of his strong relationship with Dean
Bond, President Phibbs tolerated the law school during his tenure, even
though legal education did not perfectly align with the university’s
primary focus on undergraduate liberal arts.
73
F. New Leadership Comes to University of Puget Sound
Having been successful in strengthening University of Puget Sound’s
reputation as a national liberal arts college during his nineteen years of
service, President Phibbs retired at the end of the 1991–92 academic
year.
74
Following a competitive national search for his successor that drew
over 200 applicants, Susan Resneck Pierce
75
was introduced on March 13,
1992, as the University of Puget Sound’s 12th president
76
and the first
woman president in its 104-year history.
77
Dr. Pierce came to University of Puget Sound from Lewis and Clark
College in Portland, Oregon,
78
where she had been vice president for
academic affairs since 1990.
79
She possessed strong liberal arts
credentials, having received her B.A. degree from Wellesley College, an
M.A. in English from the University of Chicago, and her Ph.D. in English
from the University of Wisconsin.
80
In taking over the leadership reins
from President Phibbs,
81
Dr. Pierce emphasized University of Puget
73. In contrast to my position, Professor Oltman expressed the view that President Phibbs
eventually came to admire the law school as he learned about the academic rigor of the law program
and got to know the faculty teaching in it. See Email from William C. Oltman, supra note 51.
74. See University of Puget Sound Mourns the Death of Former President Philip M. Phibbs,
supra note 26.
75. At the time of the appointment, President Pierce’s name was Susan Resneck Parr, but
following her marriage in February 1993, she subsequently changed her name to Susan Resneck
Pierce. See The Nose, UPS President to Fit Valentine’s Day Wedding into Schedule, N
EWS TRIB., Feb.
5, 1993, at B1. In order to avoid confusion, this essay uses her current name, Susan Resneck Pierce,
throughout.
76. See Maynard, supra note 36.
77. See Maynard, supra note 35.
78. Interestingly, like University of Puget Sound, Lewis and Clark College is a small, private
liberal arts institution that also has a law school.
79. See Maynard, supra note 36.
80. See Biography, SRP CONSULTING, https://srpconsulting.com/about-susan-resneck-pierce/
[https://perma.cc/4VXJ-TU2V].
81. Dr. Phibbs was a mentor of sorts for Dr. Pierce, having been her professor in an
undergraduate politics course at Wellesley College in 1961. See Maynard, supra note 36.
786 Seattle University Law Review [Vol. 46:773
Sound’s reputation as a liberal arts college known nationally for its high
academic quality, and she articulated her commitment to continuing its
ascension among liberal arts institutions.
82
She arrived at a promising time
in the university’s history because, unlike what was happening at many
colleges and universities across the county, University of Puget Sound was
experiencing strong enrollment and retention numbers. In fact, one of the
most significant issues facing the university was how to keep the student
body small (2,800 students) given the rising national reputation and high
demand for a University of Puget Sound liberal arts education.
83
From Dr. Pierce’s perspective as the new president, University of
Puget Sound had already made significant strides in achieving its liberal
arts vision.
84
The Board selected her because it believed the university
would benefit from her guidance and expertise in determining the next
steps necessary to becoming one of the top undergraduate liberal arts
institutions in the nation.
85
Significantly, in her conversations with the
Board of Trustees during the interview process, she was told by several of
the trustees that the law school was the biggest challenge she would face.
86
Despite what I think was a collective sense among the law faculty at the
time that we were flourishing (or at least maintaining our own) as a good
regional law school, some of the trustees were evidently strongly of the
view that we were not keeping up or pulling our weight in terms of the
university’s aspirations for a national, rather than regional, reputation and
student body.
Within this context, the Board was not unified in its view of what
should be done about the law school.
87
Some trustees were content to let
things ride, continuing an approach of what Dr. Pierce describes as
“benign neglect;” others suggested that the law school’s enrollment should
be cut in half, bringing it closer in size to that of the University of
Washington School of Law.
88
And still others among the trustees believed
that having a law school was not consistent with University of Puget
Sound’s undergraduate liberal arts mission and that the law school should
82. See id.
83. See Maynard, supra note 35. Despite this positive media description of the university’s
position vis-a-vis other schools and colleges, Dr. Pierce recalls that when she assumed the presidency,
she was faced with enrollment challenges, a structural budget deficit, and problems with student
retention. See Memorandum from Susan Resneck Pierce, President Emerita, Univ. of Puget Sound, to
author (Mar. 5, 2023) (on file with author).
84. Electronic Interview with Susan Resneck Pierce, President Emerita, Univ. of Puget Sound
(Nov. 22, 2022) (notes on file with author).
85. Id.
86. Id.
87. Id.
88. Id.
2023] What’s Past Is Prologue 787
be closed down.
89
President Pierce later described the choices facing her
in 1993—to shutter the doors of the law school, neglect it, or slash its
enrollment—as grim.
90
Because she did not like any of the options before
her, President Pierce asked the Board to give her one year to get to better
know the university and the law school, pledging that by the beginning of
her second year she would undertake a planning process with the law
school to determine its future.
91
G. Trouble on the Horizon
Perhaps because of the doubts sown by the Board during the
interview process, President Pierce’s relationship with the law school
seemed troubled from the very beginning of her tenure. As documented
subsequently by Dean Bond, the storm clouds looming on the horizon took
the form of tense negotiations in the fall of 1992 between the university
and the law school over the law school’s budget for the 1993–94 academic
year.
92
It began, according to Dean Bond, when President Pierce sent him a
memo in September requesting that he craft recommendations on how to
reduce the size of the law school, along with a corresponding description
of the budget implications of such a move.
93
President Pierce’s stated goal
in seeking to downsize the law school was to improve the academic
quality, thus bringing it into better alignment with the larger university.
94
As a reminder, the law school had already approved a strategic plan near
the beginning of Dean Bond’s tenure that called for a reduction in the size
of the law school to improve the academic credentials of the enrolled
students, and the law school had been gradually implementing that plan.
Dean Bond responded to President Pierce’s request with a five-year
enrollment plan, accompanied by corresponding budget projections and
tuition increases. He proposed a relatively ambitious reduction in the size
of the entering class from the 300 students contemplated by the law
school’s existing long-range plan to 290 students in 1993, and then down
89. Id.
90. See David Wickert, Retiring President Strengthened UPS Financially, Academically,
NEWS
TRIB., June 12, 2003, at A1.
91. Electronic Interview with Susan Resneck Pierce, supra note 84.
92. See James E. Bond, The Secret History, P
UGET SOUND REP., Nov. 15, 1993 (on file with
Seattle Univ. Law Library). The Puget Sound Reporter was the law school’s weekly newspaper.
Interestingly, this issue, which came out soon after the announcement of the sale, was published under
the “Seattle University School of Law” moniker even though the formal transfer of sponsorship
wouldn’t take place until September 1, 1994. See id.
93. See id. Jim Bond served as the law school’s dean from 1986–1993 and then again from 1995–
2000. See Sandler, supra note 66, at 31.
94. Electronic Interview with Susan Resneck Pierce, supra note 84.
788 Seattle University Law Review [Vol. 46:773
to 260 entering students by 1995.
95
He made it clear in his memo that
transitioning to a smaller law school at this rate would necessitate
“temporary but significant help from the University.”
96
In subsequent discussions, however, President Pierce stated that the
university would not provide any financial assistance to the law school to
help it get smaller and improve its academic quality.
97
Facing the
concerning budgetary implications of downsizing the student body at a
rapid rate without financial help from the university, Dean Bond revised
his five-year recommendations to propose an entering class of 290
students in 1993, but with a much slower rate of reduction in the size of
the entering classes over the ensuing four years.
98
Then, in a November meeting with President Pierce and Raymond
Bell (University of Puget Sound Vice President for Finance), President
Pierce requested that the 1993 first-year class be limited to 270 students.
99
Dean Bond expressed surprise at the aggressiveness of the request and
prepared a memo outlining the multi-year challenges the law school would
face in keeping tuition increases at a reasonable level, maintaining the
acclaimed legal writing, clinical, and other programs, and responsibly
funding its operations.
100
He argued that significant cuts would be required
in staff and faculty positions, the student scholarship budget, and law
library resources, and that annual tuition increases would by necessity be
in the double digits.
101
Such a course of action, he argued, would lead to
strongly negative reactions from the faculty and students and would
damage the relationship between the law school and university.
102
At this point in the discussions, Dean Bond reverted to
recommending that the law school stay with its planned entering class size
of 300 students.
103
He also requested a delay in the downsizing timeline to
provide an opportunity for the law school community to undertake an
inclusive and deliberative planning process in order to confront the
difficult choices entailed by getting smaller.
104
Another tense meeting ensued after Thanksgiving, this time attended
by Dean Bond, President Pierce, Ray Bell, and Dr. Thomas Davis (Dean
of the University).
105
President Pierce was still requesting a target 1L
95. See Bond, supra note 92.
96. See id.
97. See id.
98. See id.
99. See id.
100. See id.
101. See id.
102. See id.
103. See id.
104. See id.
105. See id.
2023] What’s Past Is Prologue 789
enrollment of 270 students, but after much back-and-forth, the two sides
eventually reached a compromise position, with Dean Bond agreeing to
downsize the entering class from 300 to 285 students, with a
corresponding 10.6% increase in tuition for the next year.
106
During the December holidays that followed, Dean Bond found
himself reflecting on the frustrating nature of the negotiations and what he
thought the fraught budgetary process and outcome portended for the law
school’s future.
107
He had reached some momentous conclusions by the
end of the holiday break, to wit: his and President Pierce’s management
styles were incompatible, she lacked confidence in his judgment, and she
was unwilling to make the continued development of the law school a
university priority.
108
He ultimately decided that he no longer wanted the
job under these difficult circumstances, and so, much to the surprise of his
colleagues in the law school, myself included, Dean Bond resigned his
position. He informed President Pierce in January 1993 that he would step
down and return to the law faculty, leaving the timing of the public
announcement of his resignation up to her.
109
Perhaps it was the freedom that flowed from having submitted his
resignation that caused Dean Bond to write a memo to President Pierce in
the latter part of January defending the law school against what must have
been oft-repeated criticisms. In that memo, he noted her frequent
references in their meetings to concerns she had heard from the
presidential search committee and the Board of Trustees about the quality
of the law school program, including the bar exam performance of its
graduates.
110
Taking on those criticisms, he objected first to the
implication that the main campus had made so much progress on matters
of academic quality in recent years that the law school could now be a
source of embarrassment for the university.
111
Next, he proposed multiple
possible measures by which one could assess undergraduate and graduate
or professional programmatic quality (including admission selectivity,
statistical indicators for accepted and enrolled students, graduation rates,
and faculty credentials and scholarly productivity), and then proffered his
hypothesis that whatever quality measures were chosen would reveal that
“the law school has a much more selective student body and a far better
106. See id.
107. See Steve Maynard, Former Dean Blasts Sale of Law School in Memo to Board, N
EWS
TRIB., Nov. 18, 1993, at B3.
108. See Bond, supra note 92.
109. See Maynard, supra note 107.
110. See Memorandum from James E. Bond, Dean, Univ. of Puget Sound Sch. of L., to Susan
Resneck Pierce, President, Univ. of Puget Sound, Concerns About Quality in the Law School 1 (Jan.
22, 1993) (on file with author).
111. See id.
790 Seattle University Law Review [Vol. 46:773
credentialled and more productive faculty” than those associated with the
main campus undergraduate programs.
112
He concluded his defense by
stating that he was simply asking that the Board recognize and celebrate
the fact that the law school, like the undergraduate programs, had made
remarkable progress over the past ten years and was equally deserving of
the Board’s pride and praise.
113
H. New Leadership in the Law School
It was within this backdrop of a serious breakdown in the relationship
between the law school and university leadership that President Pierce, in
May 1993, appointed respected faculty member Donald Carmichael as
Acting Dean for a two-year term.
114
Dean Carmichael told the ironic story
of how he had sent a memo to the two faculty members he thought were
the most likely candidates for the acting dean role, stating that obviously
no one would want the position but urging them to take it if offered. Much
to his surprise and dismay, President Pierce approached him first, and so,
“hoist[ed] on [his] own petard,” he accepted.
115
Dean Carmichael began his deanship in July 1993, and the difficult
circumstances he faced were immediately reinforced by telephone calls he
received from two former senior University of Puget Sound employees
warning him confidentially that “things were not as they should be
between [University of Puget Sound] and the law school.”
116
Upon his
appointment, he had received instructions from President Pierce to begin
a long-range planning process and produce a five-year plan in preparation
for hiring the next dean.
117
He began the work but thought it exceedingly
odd when he had no scheduled appointments or any other contact with
President Pierce over the next several months.
118
As it turned out,
President Pierce was otherwise occupied, having taken a meeting early that
summer with President Sullivan of Seattle University, setting off a
remarkable chain of events that would lead to the news of the law school’s
sale just a few months later.
112. See id. at 1–2.
113. See id. at 2.
114. See UPS Law School Names Acting Dean, N
EWS TRIB., May 8, 1993, at B2.
115. See Donald M. Carmichael, How to Sell and Buy a Law School 1–2 (July 8, 2018)
(unpublished manuscript) (on file with Seattle Univ. Law Library).
116. See id. at 3.
117. See id. at 2.
118. See id.
2023] What’s Past Is Prologue 791
II. MAKING THE DEAL
A. A Meeting of the Minds
According to reports published shortly after the announcement of the
sale, the meeting at which the two leaders first discussed the possibility of
transferring the law school between their institutions was one of
serendipity and happenstance.
119
In this telling, the presidents met over
coffee at the Seattle Sheraton in order to quash persistent rumors that the
law school had already been sold.
120
And, as the story goes, having had a
good chuckle over the absurdity of the rumors, they discovered their
mutual interest in exploring just such a transaction.
121
The reality was a bit more complicated and decidedly more
clandestine. There had long been whispers that one of our own University
of Puget Sound Law faculty members, former dean Wallace Rudolph, had
been the instigator of the sale. Rumor had it that Professor Rudolph saw
the handwriting on the wall when Dean Bond resigned in protest over
President Pierce’s plans for the law school, and he privately approached
President Sullivan, encouraging him to explore purchasing the law school
from University of Puget Sound. Professor Rudolph has since passed
away, but Denis Ransmeier, the Vice President for Finance at Seattle
University at the time, confirmed that it was Professor Rudolph who first
reached out to Seattle University.
122
According to Mr. Ransmeier,
Professor Rudolph’s call to President Sullivan was transferred to Mr.
Ransmeier because the president was out of town. This is where
serendipity came into play, because Mr. Ransmeier had previously been
the Chief Financial Officer at Georgetown Law School and so was very
familiar with law schools and the legal education enterprise.
123
As a result,
when Professor Rudolph made the telephone pitch for Seattle University
to purchase the law school, Mr. Ransmeier was very open to the idea and
enthusiastically relayed it to President Sullivan upon his subsequent return
to campus.
124
119. See Lily Eng, Law School Deal with Seattle U: How Rumor Quickly Became Real, SEATTLE
TIMES, Nov. 10, 1993, at B1; see also Steve Maynard, UPS Law School to Leave Tacoma, NEWS
TRIB., Nov. 9, 1993, at A1 (stating that President Sullivan said he called President Pierce in July to
tell her of unfounded rumors that Seattle University had acquired the law school); C
ROWLEY, supra
note 15, at 31 (describing the meeting between the two over coffee at the Seattle Sheraton).
120. See Eng, supra note 119.
121. See id. University of Puget Sound Board Chair William Weyerhaeuser later acknowledged
publicly that Seattle University approached University of Puget Sound in July about acquiring the law
school. See Maynard, supra note 59.
122. Interview with Denis Ransmeier, supra note 16.
123. See C
ROWLEY, supra note 15, at 32.
124. Interview with Denis Ransmeier, supra note 16.
792 Seattle University Law Review [Vol. 46:773
President Sullivan was intrigued but somewhat suspicious of the call
that had come in, and so, while willing to entertain a conversation on the
subject, he wanted to speak directly with President Pierce rather than
having Professor Rudolph act as a go-between.
125
President Sullivan made
the first call, and a confidential lunch between the two presidents was
arranged, with President Pierce stating up front that she would deny any
knowledge if word came out that they were having this discussion.
126
The
two leaders did not meet in downtown Seattle, as was originally reported
in the Seattle Times and elsewhere, because that would have been far too
public.
127
Instead, they met for lunch in July 1993 at the DoubleTree Hotel
near SeaTac International Airport, just the two of them at first and
subsequently over several meetings with their respective vice presidents
for finance, Denis Ransmeier and Raymond Bell, joining the
discussions.
128
The general sense of that initial conversation was that a transfer of
sponsorship between the two universities was a match made in heaven.
129
University of Puget Sound was a liberal arts college that found itself with
a law school that did not fit its mission or vision for the future; Seattle
University was a comprehensive institution with a longstanding interest in
having a law school to complement its several graduate and professional
programs, but without the financial wherewithal to start one from
scratch.
130
According to Dr. Pierce, it took only two hours for the two of
them to hammer out the framework for what each thought was necessary
to go forward with the deal (with the understanding that a great deal of
work would be required to determine whether it was actually feasible).
131
For President Pierce, the non-negotiables in the sale were that Seattle
University must honor all tenure designations, provide comparable
compensation and benefits to the law school faculty and staff, and commit
to not terminating any faculty for the next five years unless an individual
was not awarded tenure or was dismissed for cause.
132
President Sullivan
needed assurance that the law school faculty would accept the deal and
transfer their employment to Seattle University, because their skills and
expertise were the basis for the law school’s reputation and its value in the
marketplace.
133
He also wanted the deal to close quickly, but with the law
125. See id.
126. See id.
127. Electronic Interview with Susan Resneck Pierce, supra note 84.
128. Id.; Interview with Denis Ransmeier, supra note 16.
129. Electronic Interview with Susan Resneck Pierce, supra note 84.
130. Interview with Denis Ransmeier, supra note 16.
131. Electronic Interview with Susan Resneck Pierce, supra note 84.
132. Id.
133. See C
ROWLEY, supra note 15, at 32.
2023] What’s Past Is Prologue 793
school remaining in Tacoma in the Norton Clapp Law Center for five years
to allow for fundraising for a new building in Seattle or renovation of an
existing one on or near the campus. Seattle University would pay rent on
a five-year lease and University of Puget Sound would agree to maintain
the building during the term of the lease. Both President Sullivan and
President Pierce felt positive about giving law faculty and staff a five-year
window in which to decide whether to make the move up to Seattle
University, with no one having to make any spur of the moment life
decisions.
134
At the close of the conversation, they agreed to talk
immediately with their respective board leadership to get the go-ahead to
continue discussions.
What followed were five months of negotiations between the two
universities and their lawyers (the law firm of Reed McClure for Seattle
University and Eisenhower Carlson for University of Puget Sound), with
proposals being exchanged back and forth, all kept under a veil of absolute
secrecy at the insistence of President Pierce and University of Puget
Sound.
135
In the interests of keeping the negotiations confidential, the two
presidents initially consulted on a “need to know” basis with selected
members of their senior administrations and boards of trustees.
B. Seattle University Deliberations
After the initial meeting with President Pierce, President Sullivan
reported to his Cabinet that the conversation went so well that “the deal
will never happen; it’s too good to be true.”
136
A number of the Seattle
University trustees had business connections in Tacoma, such that he
chose to hold his cards quite close to the vest in the ensuing months in
order to keep the deliberations secret.
137
In addition to board chair James
Pigott, President Sullivan turned to only a few trusted board members who
were also lawyers, confidentially checking in with them on occasion to
discuss such matters as the benefits to a university of having a law school,
whether a law school would integrate well into Seattle University’s Jesuit
mission, and how to place a value on the entity in order to arrive at a
purchase price.
138
In doing his due diligence, President Sullivan also made
discreet inquiries of leaders at other Jesuit universities as to how well their
law schools meshed with the Jesuit philosophy and ethos, and he asked
134. Electronic Interview with Susan Resneck Pierce, supra note 84.
135. See C
ROWLEY, supra note 15, at 32; see also Interview with Denis Ransmeier, supra note
16 (stating he had thought it was important to consult with the law faculty before the deal was finalized
but was overruled because of the University of Puget Sound’s stated need for secrecy).
136. See C
ROWLEY, supra note 15, at 31.
137. Telephone Interview with James Dwyer, Former Trustee, Seattle Univ. (Nov. 7, 2022)
(notes on file with author).
138. Id.
794 Seattle University Law Review [Vol. 46:773
trustee James Dwyer to make similar confidential inquiries at Gonzaga
University, where Dwyer had close connections.
139
What they heard back
on that question was somewhat mixed,
140
but a number of the university
presidents encouraged President Sullivan to make the acquisition, saying
that their law school was the most important piece of their social justice
mission and that the law faculty would enhance the academic credentials
of the university and have a profound impact on the level of
professionalism of the rest of the faculty.
141
In addition to consulting with a small number of trustees, President
Sullivan looped in his senior administrators and a few campus and faculty
leaders, forming a small, confidential group with whom he held a series of
meetings to discuss whether the university should purchase the law
school.
142
This group posed a number of questions around how the
acquisition would be funded, what it would mean for the university to have
a law school, and how law faculty compensation would compare with that
of current university faculty.
143
As the discussions proceeded over the
course of the late summer and early fall, the participants would come to
view the prospect of acquiring a law school with cautious optimism.
144
The purchase price was an important term in the contract and one
that engendered a good deal of discussion among the senior administrators.
Having crunched the numbers for Seattle University, Denis Ransmeier
was certain that purchasing an existing law school with 875 students and
an $11 million budget would be far less expensive than creating one from
the ground up.
145
In addition, it would take several years for a brand new
law school to gain full accreditation, whereas the University of Puget
Sound School of Law was already fully accredited by the American Bar
Association (ABA).
146
While others were more cautious in their approach, Seattle
University trustee James Dwyer, one of President Sullivan’s trusted
confidantes and an experienced businessman, was very enthusiastic about
the acquisition, recommending that the university move forward
139. Id.
140. Id.
141. Interview with John Topel, S.J., Professor, Seattle Univ., in Seattle, Wash. (Nov. 14, 2022)
(notes on file with author).
142. Interview with John Eshelman, Provost Emeritus, Seattle Univ., in Seattle, Wash. (Nov. 9,
2022) (notes on file with author).
143. Id.
144. Id.
145. Interview with Denis Ransmeier, supra note 16; see also C
ROWLEY, supra note 15, at 32.
146. See Editorial, SU’s Unusual Law School Buy, S
EATTLE POST-INTELLIGENCER, Nov. 11,
1993, at A14 (citing President Sullivan’s reasons for purchasing an existing law school rather than
starting a new one).
2023] What’s Past Is Prologue 795
expeditiously, even if it had to pay a premium for the law school.
147
In his
view, this was a unique opportunity to purchase an established company
in a niche area that would be extraordinarily difficult and time consuming
to start up.
148
In terms of valuation, Mr. Dwyer explained to President
Sullivan that acquisitions are never based entirely on science, but rather
are an art form.
149
From a business perspective, there were not many
comparables and the transaction was unusual, so the appropriate price
would depend to a considerable extent on the priorities of each party to the
deal.
150
Having done his due diligence and made up his mind, President
Sullivan eventually decided it was time to broach his plans with the Board
of Trustees. Judith Runstad, another of the Seattle University trustees at
the time and also a prominent Seattle real estate attorney, remarked that
President Sullivan absolutely loved the business of real estate
development and described him as a “real estate developer disguised as a
Jesuit priest.”
151
She had some very vivid recollections of the meeting at
which he first brought the concept of purchasing the law school to the
Board, calling the decision itself and how he went about presenting it to
the trustees “a classic Bill Sullivan move.”
152
President Sullivan had
supreme confidence in his own judgment that this was the right thing to
do, and so he chose to surprise the Board by walking into the room and
announcing that he was going to buy the University of Puget Sound School
of Law.
153
This was obviously problematic as a matter of corporate
governance, and some of the trustees questioned the process.
154
However,
President Sullivan was very persuasive on the merits and his force of will
was undeniable, so once their many questions had been satisfactorily
answered, the Seattle University trustees expressed their support for the
venture.
155
President Sullivan reinforced to the trustees the importance of
keeping the information confidential; interestingly, one of his concerns
was that if word got out to the wrong people, some other entity might
swoop in and acquire the law school.
156
Later that fall, on November 4, 1993, the Seattle University Board of
Trustees, meeting in executive session, unanimously approved the
147. Telephone Interview with James Dwyer, supra note 137.
148. Id.
149. Id.
150. Id.
151. Telephone Interview with Judith Runstad, Former Trustee, Seattle Univ. (Dec. 7, 2022)
(notes on file with author).
152. Id.
153. Id.; Telephone Interview with James Dwyer, supra note 137.
154. Telephone Interview with James Dwyer, supra note 137.
155. Telephone Interview with Judith Runstad, supra note 151.
156. Id.
796 Seattle University Law Review [Vol. 46:773
acquisition of the law school, with two trustees abstaining.
157
After the
formal vote, President Sullivan immediately stepped out of the room to
telephone President Pierce, who was waiting for his call.
158
Father Stephen
Sundborg, the Provincial of the Northwest Jesuits at the time (and eventual
president of Seattle University), happened to be back on campus for an
event on the day following the vote.
159
As he walked across campus in a
group, President Sullivan pulled him aside and said, “I want to let you
know that on Monday we are announcing that we are purchasing the law
school of [University of Puget Sound]!”
160
Father Sundborg thought that,
as the northwest representative of the Jesuits, he should have been
informed of this potential development earlier in the process because of its
significance for Seattle University as a Jesuit university,
161
but “that
wasn’t Bill Sullivan’s way of doing things.”
162
C. University of Puget Sound Deliberations
In the meantime, a similar deliberative process had been proceeding
within University of Puget Sound, but with an even greater premium
placed on keeping the deal confidential. President Pierce feared that if
news of the proposed sale went public, lawsuits, negative publicity, and
damage to the law school’s reputation would inevitably ensue.
163
She
consulted first with her senior administrative team and her board chair, Dr.
William Weyerhaeuser, and other trustees in leadership positions.
164
According to Dr. Weyerhaeuser, until President Sullivan initiated contact,
the idea of selling the law school had never entered his mind or that of
President Pierce, and there had never been any previous discussion within
the Board on this topic.
165
However, once the contact had been made, they
quickly began to see this as an opportunity to address the problem that the
university lacked sufficient financial resources to both pursue its national
liberal arts vision and continue to build the quality and reputation of the
law school.
166
157. See Seattle University Board of Trustee Meeting Minutes, Executive Session (Nov. 4, 1993)
(on file with author).
158. Telephone Interview with James Dwyer, supra note 137.
159. See Email from Stephen V. Sundborg, S.J., President Emeritus, Seattle Univ., to author
(Mar. 3, 2023, 12:04 PM) (on file with author).
160. Id.
161. Id.
162. Telephone Interview with Stephen V. Sundborg, S.J., President Emeritus, Seattle Univ.
(Nov. 8, 2022) (notes on file with author).
163. Electronic Interview with Susan Resneck Pierce, supra note 84.
164. Id.
165. Telephone Interview with William Weyerhaeuser, Former Trustee, Univ. of Puget Sound
(Dec. 21, 2022) (notes on file with author).
166. Id.
2023] What’s Past Is Prologue 797
In terms of the University of Puget Sound Board of Trustees, the
potential deal was initially disclosed and discussed only within the smaller,
more confidential Executive Committee (EC) because of the risk that one
or more trustees from the larger board might talk with former President
Phibbs or the media if they were brought into the loop.
167
President Pierce
also made the decision not to inform Phil Phibbs or Dean Carmichael
ahead of time. As to the former, she wanted to avoid putting President
Phibbs in an awkward position with the City of Tacoma,
168
and as to the
latter, President Pierce thought Dean Carmichael would lose credibility
with his law school colleagues if he had prior knowledge of the sale and
had not shared that information with them.
169
George Matelich, a newer trustee at the time and a member of the
EC, remembers receiving a message that a conference call was being
scheduled with the group, which was a fairly unusual occurrence.
170
In that
surprising call, President Pierce provided the trustees with information on
how the initial meeting with President Sullivan came about, the nature of
the proposed transaction with Seattle University, and the ways in which
the sale would allow the university to better align its mission with its
resources.
171
At the conclusion of the presentation and discussion, the EC
members indicated that they were favorably disposed toward the
transaction and authorized President Pierce to engage in negotiations to
structure and finalize the deal.
172
On the question of whether the deal was the result of a concerted
effort by the Board to dispense with the law school, Dr. Weyerhaeuser
stated that the law school was not a problem in the sense that they would
have welcomed virtually anyone who came along to take it off their
hands.
173
Similarly, Mr. Matelich said there was “no drum beat behind the
scenes about the law school,” and he opined that the Board would not have
taken any action, particularly closing down the law school, if the
opportunity to sell it had not suddenly materialized.
174
However, there was at least one trustee who seemed to hold a
particularly jaundiced view of the law school. Lowry Wyatt, trustee and
immediate-past board chair, engaged in a conversation with Congressman
167. Electronic Interview with George Matelich, Former Trustee, Univ. of Puget Sound (Dec.
20, 2022) (notes on file with author).
168. Email from Susan Resneck Pierce, President Emerita, Univ. of Puget Sound, to author (Nov.
28, 2022, 3:09 PM) (on file with author).
169. Electronic Interview with Susan Resneck Pierce, supra note 84.
170. Electronic Interview with George Matelich, supra note 167.
171. Id.
172. Id.
173. Telephone Interview with William Weyerhaeuser, supra note 165.
174. Electronic Interview with George Matelich, supra note 167.
798 Seattle University Law Review [Vol. 46:773
Dicks over dinner one evening in which he made his views on the law
school known. The two were having an animated discussion in a local
restaurant, and a law school staff member just happened to be dining at an
adjacent table and overheard the entire conversation. In that exchange, Mr.
Wyatt described the law school as a drain on the resources of the
university, made highly derogatory comments about the law faculty, and
referred to the alliance between the law school and University of Puget
Sound as “unnatural” because the undergraduate program was so selective
and the law school was so mediocre and second-rate.
175
According to both President Pierce and Dr. Weyerhaeuser, a key
factor in the Board’s ultimate decision to sell was that it was Seattle
University that was seeking to acquire the law school.
176
President
Sullivan gained the Board’s confidence through his obvious commitment
to Seattle University’s mission as a premier comprehensive institution, and
he made a convincing case of the law school’s fit within that mission such
that they could rest easier in their decision.
177
For Dr. Pierce, the ease with
which the very complex deal had come together was also a significant
factor in her growing conviction that this was the right move. She
described one of the final nights of negotiations when President Sullivan
was in San Francisco and the respective financial vice presidents could not
reach agreement on a thorny issue, but when the two presidents got on the
phone, they resolved the issue within ten minutes.
178
The fact that the two
leaders saw things so similarly gave everyone involved confidence that the
law school’s future would be bright (and better) under Seattle University’s
sponsorship.
179
As the negotiations wound down and shortly before the deal was to
be brought to the full board for approval, President Pierce, Dr.
Weyerhaeuser, and Mr. Wyatt took one final step, which was to loop in
Norton Clapp, former chairman of Weyerhaeuser and a long-time and now
retired University of Puget Sound trustee, for whom the Norton Clapp Law
175. See Memorandum from Anonymous Law Staff Member, to Jim Bond, Dean, Univ. of Puget
Sound Sch. of L., Misrepresentations of the Law School (Dec. 7, 1993) (on file with author). This
conversation was contemporaneously documented by the staff member (who wishes to remain
anonymous but is known to the author) in a memo to Dean Bond. The staff member happened to be
having dinner with friends at the Sheraton Hotel in Tacoma a little less than a month after the
announcement of the sale when the conversation between Congressman Dicks and Mr. Wyatt was
overheard. The timing was such that this was just prior to Congressman Dicks’ presentation to the
University of Puget Sound’s Board of Trustees asking for reconsideration of the decision to sell the
law school, and he was relating his concerns about the economic and intellectual impacts on downtown
Tacoma, to which Mr. Wyatt responded with his views of the law school. See id. at 1–2.
176. Telephone Interview with William Weyerhaeuser, supra note 165; Electronic Interview
with Susan Resneck Pierce, supra note 84.
177. Telephone Interview with William Weyerhaeuser, supra note 165.
178. Electronic Interview with Susan Resneck Pierce, supra note 84.
179. Id.
2023] What’s Past Is Prologue 799
Center had been named.
180
After listening to the proposal and asking a
number of questions, Mr. Clapp expressed his support and volunteered to
come to the board meeting and make the motion as trustee emeritus. He
did just that, and the final vote of the University of Puget Sound Board of
Trustees, taken on November 8, 1993, was 31–2 in favor of the sale.
181
This final approval set the stage for going public with the big news
that University of Puget Sound was selling, and Seattle University was
purchasing, a law school.
III. N
OVEMBER 8, 1993: THE FATEFUL DAY ARRIVES
A. Sleuths at Work
It is truly remarkable that news of the sale had not leaked, given that
by the time Seattle University’s twenty-four trustees and University of
Puget Sound’s thirty-three trustees met in separate board meetings to vote
to approve the deal, more than fifty individuals from each side of the
transaction (lawyers, administrators, trustees, and university leadership)
had been informed of the proposed purchase and sale and sworn to
secrecy.
182
There were, however, some signs within the law school that
change was coming.
On Friday, November 5, 1993, an anonymous phone call came into
the law school administrative offices, and Shirley Page, Dean
Carmichael’s executive assistant, took the call.
183
The caller said only that
the University of Puget Sound Board of Trustees was holding a secret
meeting over the weekend, and that the law school was the subject of that
meeting.
184
Ms. Page shared the information with Dean Carmichael, who
immediately called Professor Bond, who contacted Phil Phibbs, who
confirmed that something big was happening involving the law school and
a shift in its future.
185
A small group of senior administrators and faculty—
Carmichael, Watt, Deming, Professor David Boerner, and Professor John
Weaver—huddled in the Dean’s Conference Room running through
possible scenarios, one of which was that the law school was being sold.
186
That weekend Dean Carmichael sought out a trusted West Coast academic
180. Id.
181. See Rebecca Page, Law School Sold to Seattle U., T
RAIL, Nov. 11, 1993, at 1 (on file with
Seattle Univ. Law Library). The Trail is the official publication of the Associated Students of the
University of Puget Sound.
182. See Eng, supra note 119.
183. Telephone Interview with Donna Claxton Deming, Former Assoc. Dean for Student Affs.,
Seattle Univ. Sch. of L. (Dec. 9, 2022) (notes on file with author).
184. Id.
185. Interview with Joan Duffy Watt, former Assoc. Dean, Seattle Univ. Sch. of L., in Seattle,
Wash. (Dec. 13, 2022) (notes on file with author).
186. Id.
800 Seattle University Law Review [Vol. 46:773
acquaintance, who posited that University of Puget Sound was trying to
conform to the Carnegie Foundation’s classification for national liberal
arts colleges
187
and that, if the law school were being sold, it was likely to
Seattle University.
188
Dean Carmichael was invited by President Pierce’s office on Sunday
night to join her at the President’s House on campus for lunch at 12:00 the
next day.
189
He was also informed that the president would be meeting
with the law faculty at 1:30, followed by a press conference at 3:00.
190
On
Monday morning, Dean Deming noticed that Dean Carmichael was
wearing a formal suit, which she took as a clear signal that something was
up because he never wore suits to work.
191
Things were beginning to buzz
in the law school, and Dean Watt received a phone call that morning from
Greg Brewis, director of public relations at University of Puget Sound,
who asked if she knew anything about what was going to be announced
because he had been left out of the information loop.
Before leaving for lunch, Dean Carmichael told Dean Deming to get
a memo out to the faculty immediately informing them of an emergency
faculty meeting that afternoon, which they were to attend even if it
required canceling classes.
192
Dean Carmichael then headed to President
Pierce’s home. Once there, he chose to use the information he had gleaned
over the weekend to beat President Pierce to the punch by announcing
right away that he knew the law school was being purchased by Seattle
University.
193
At that point the jig was up, and so she called Dr.
Weyerhaeuser into the room for a handshake, and they were then joined
for lunch by President Sullivan, Provost John Eshelman, and VP
Ransmeier.
194
The first inkling the law faculty had that something was afoot was
via the memorandum, delivered personally by administrative staff to those
who were in their offices and via faculty mailboxes for those who were
not—remember, this was before email, so communications took the form
of individual pieces of paper—on the morning of Monday, November 8,
1993. In that memo, Dean Carmichael informed the tenure-track faculty,
long-term contract faculty, and legal writing instructors that he had “just
187. Dr. Pierce has since described the University of Puget Sound’s move into the national
liberal arts Carnegie classification as a benefit of, but not the motivation for, the sale of the law school.
See Email from Susan Resneck Pierce, supra note 168.
188. See Carmichael, supra note 115, at 2.
189. See id.
190. See id.
191. Telephone Interview with Donna Claxton Deming, supra note 183.
192. Id.
193. See Carmichael, supra note 115, at 2.
194. See id.
2023] What’s Past Is Prologue 801
learned that there will be a special meeting for all law faculty members
with President Pierce and Dr. Weyerhaeuser, President of the University
Board of Trustees,” at 1:30 that afternoon.
195
Various faculty experienced that fateful morning quite differently.
For example, Professor William Oltman was teaching a class when the
memo went around, so he had no idea what was coming.
196
After finishing
teaching, he recalls standing outside the classroom answering students’
questions when someone from the Dean’s Office came by and told him he
needed to get to the special faculty meeting.
197
Sensing the urgency behind
the message, he hurried to the meeting rather than returning to his office
first and had the unsettling experience of people asking him whether the
law school had been sold as he made his way into the room.
198
In contrast, Professor Anne Enquist had been sitting in her office
directly across from the Faculty Lounge with her door closed when Nancy
Ammons, one of the faculty administrative assistants, knocked and
delivered the memo regarding the mandatory faculty meeting.
199
Professor
Enquist remembers looking out the window at the seemingly normal day
and wondering whether the country was at war.
200
Similarly, Professor
Laurel Oates was in her office that morning doing preparatory work for
class when she received a mysterious call from a reporter from the News
Tribune wanting to know what she knew about what was happening with
the law school (which at that point was nothing).
201
Shortly after, she, too,
received the knock on her door and was told about the mandatory
meeting.
202
As Ms. Ammons proceeded down the hallway, faculty appeared one-
by-one in their office doorways with confused looks on their faces, and
they then began to gather in the Faculty Lounge to speculate on what was
up.
203
Their initial thought was that the law school was being disbanded,
and those present began to talk about continuing as a stand-alone law
school, or contacting other universities that might be interested, or even
195. See Memorandum from Donald M. Carmichael, Acting Dean, Univ. of Puget Sound Sch.
of L., to All Tenure-Track and Long-Term Contract Faculty and Legal Writing Instructors, Special
Meeting TODAY (Nov. 8, 1993) (on file with Seattle Univ. Law Library).
196. See Email from William C. Oltman, Prof. Emeritus, Seattle Univ. School of L., to author
(Dec. 22, 2022, 3:03 PM) (on file with author); Telephone Interview with Anne Enquist, Prof. Emerita,
Seattle Univ. School of L. (Dec. 9, 2022) (notes on file with author).
197. See Email from William C. Oltman, supra note 196.
198. See id.
199. Telephone Interview with Anne Enquist, supra note 196.
200. Id.
201. Telephone Interview with Laurel Oates, Prof. Emerita, Seattle Univ. School of L. (Dec. 19,
2022) (notes on file with author).
202. Id.
203. Telephone Interview with Anne Enquist, supra note 196.
802 Seattle University Law Review [Vol. 46:773
trying to work with Alaska (the only state in the country that did not have
a law school).
204
Professor Rudolph—who, of course, had secretly started
this ball rolling—said he thought University of Puget Sound had sold the
law school, which prompted questions as to whether a law school could
even be sold, and if so, what precisely the buyer would be purchasing.
205
Former Dean Bond wasn’t in the building, but knowing he would be
the person most able to quickly access confidential information, one of the
gathered faculty members called him at home.
206
He said he would call
someone to try to find out, and in the meantime, the faculty group checked
with the administrative staff downstairs, who said they did not know what
was happening either but that the university had called a press conference
for that afternoon.
207
Professor Bond called the group of faculty back soon
thereafter, explaining that he had had a coded conversation with someone
in the know (a conversation in which silence on the other side operated as
assent), and he could confirm that the law school was, in fact, being
purchased by Seattle University.
208
As Professor Shapiro put it, “I’m pretty
sure we knew that the law school was being sold about an hour before the
meeting. We knew it was to [Seattle University], but we had no idea what
it meant that the law school was being sold.”
209
B. Sold!
The faculty and staff (myself included) felt considerable trepidation
as we all gathered that afternoon in the large classroom, whispering with
each other and waiting to hear our fate.
210
There had been strange
sightings: Dean Deming had spotted a priest wearing a collar waiting
outside the classroom,
211
and Lori Lamb, a faculty administrative assistant,
had been about to go to lunch when she learned from another staff member
that President Pierce was in the building, which was the first time in
anyone’s memory.
212
And then, shortly after 1:30, President Pierce and Dr.
Weyerhaeuser walked in and stood rather awkwardly on the small dais at
the front of the room.
213
Dr. Weyerhaeuser proceeded to announce that
204. Telephone Interview with Laurel Oates, supra note 201.
205. Telephone Interview with Anne Enquist, supra note 196.
206. Id.
207. Id.
208. Id.
209. See Email from Julie Shapiro, Prof. Emerita, Seattle Univ. Sch. of L., to author (Dec. 9,
2022, 1:38 PM) (on file with author).
210. See Email from William C. Oltman, supra note 196.
211. Telephone Interview with Donna Claxton Deming, supra note 183.
212. Interview with Lori Lamb, Faculty Admin. Assistant, Seattle Univ. Sch. of L., in Seattle,
Wash. (Dec. 13, 2022) (notes on file with author).
213. See Email from William C. Oltman, supra note 196.
2023] What’s Past Is Prologue 803
University of Puget Sound was transferring sponsorship of the law school
to Seattle University.
214
It is hard to describe to someone who was not there how those words
hit. It was like being kicked in the gut and slapped in the face at the same
time. Disbelief, bewilderment, denial, sadness, shock, anger, hurt, fear.
What made the decision so inexplicable was that the law school was not a
failing institution. Rather, we were being sold because we were not wanted
by our parent university, and to a university most of us knew nothing
about. In that moment, individual faculty and staff had no idea what this
news meant for them and their jobs, and they genuinely feared for their
livelihoods and their beloved law school.
215
Some faculty worried they
might have to return to practicing law, contract faculty wondered whether
Seattle University would employ only the tenured faculty, and staff were
afraid they would be terminated.
216
While all of this was swirling through our heads, President Pierce
and Dr. Weyerhaeuser proceeded to lay out the basic terms of the purchase
and sale agreement. The University of Puget Sound School of Law was
being sold to Seattle University, with the change of sponsorship set to
occur on September 1, 1994.
217
The law school’s current staff and thirty-
seven full-time faculty members would be retained by Seattle University
at equivalent or higher compensation levels, and all tenured faculty would
have their tenure transferred to Seattle University.
218
The law school
would remain in Tacoma for five years, leasing space in the Norton Clapp
Law Center from University of Puget Sound while Seattle University
undertook fundraising efforts to build a new on-campus law building, and
the law school operation would be relocated to Seattle in 1999 in time for
classes to begin that fall.
219
Currently enrolled students would be permitted
to choose whether their law degrees were issued by University of Puget
Sound or Seattle University and new students enrolling for the 1994–95
academic year would be students of Seattle University.
220
Finally, the two
universities would work together to ensure an orderly transition, including
214. See id.
215. Telephone Interview with Anne Enquist, supra note 196; Email from William C. Oltman,
supra note 196.
216. Telephone Interview with Laurel Oates, supra note 201.
217. See Maynard, supra note 119.
218. See Memorandum from Susan Resneck Pierce, President, Univ. of Puget Sound, and
William T. Weyerhaeuser, Chairman, Univ. of Puget Sound Bd. of Tr., to Campus Community,
Transfer of Law School Sponsorship to Seattle University 2 (Nov. 8, 1993) (on file with Seattle Univ.
Law Library).
219. See Maynard, supra note 119.
220. See Memorandum from Susan Resneck Pierce & William T. Weyerhaeuser, supra note 218,
at 3.
804 Seattle University Law Review [Vol. 46:773
ensuring that the appropriate accreditations were granted to the law
school.
221
Intense anger roiled through the group as the faculty and staff
absorbed the news of the “transfer of sponsorship.” Despite the
euphemism used to describe the transaction,
222
we quickly understood that
this was a purchase and sale, and that we, like chattel assets, were a part
of the deal. There were few questions asked of President Pierce and Dr.
Weyerhaeuser, although Professor Oltman inquired whether the law
school’s endowed chairs would be staying with University of Puget Sound
or coming with the law school, and the response—that the donors wanted
the funds to stay with University of Puget Sound—provoked a rumble of
displeasure.
223
Before long Professor Douglas Branson said what many of
us were thinking: “We don’t have anything else to say to you. Bring the
new people in.”
224
Although President Pierce appeared taken aback by the
abrupt dismissal, she and Dr. Weyerhaeuser acquiesced and exited the
room.
225
The absolute silence that accompanied their exit was broken by the
rousing applause and standing ovation that greeted President Sullivan,
Provost Eshelman, and VP Ransmeier of Seattle University as they entered
the classroom.
226
President Sullivan later described that particular moment
as the most memorable of his long and successful presidency.
227
He began
his remarks by assuring the faculty and staff that he had not been driving
up and down I-5 looking for a law school, but if he had, this was the one
he would have wanted.
228
He also emphasized that this was not a rescue
operation of a failing law school, but rather part of a plan to create a
premier law school on the Seattle University campus.
229
It was obvious to everyone in the room that the Seattle University
leaders had done their homework. They apologized for the secrecy
surrounding the sale and said they had been studying the law school for a
long time and were very impressed.
230
Lori Lamb remembers being
221. See id.
222. While many were insulted by University of Puget Sound’s use of “transfer of sponsorship”
to describe the deal, it was legal counsel who insisted on the terminology. The hope was that the ABA,
when making its accreditation decision, would view the law school as essentially the same one, just
under a new parent institution, and transfer full accreditation from University of Puget Sound to Seattle
University School of Law. See Electronic Interview with Susan Resneck Pierce, supra note 84.
Unfortunately, as discussed infra, that was not to be.
223. Telephone Interview with Anne Enquist, supra note 196.
224. Id.
225. Id.
226. See Carmichael, supra note 115, at 2.
227. See C
ROWLEY, supra note 15, at 32–33.
228. See id. at 33.
229. See id.
230. Telephone Interview with Anne Enquist, supra note 196.
2023] What’s Past Is Prologue 805
surprised that they knew each person’s name and role within the law
school;
231
Professor Oates and Professor Enquist recalled with
appreciation how President Sullivan specifically praised the clinical and
legal writing programs, and the Academic Resource Center, naming the
most vulnerable programs in the law school and providing assurance that
they would continue to thrive under Seattle University.
232
And perhaps
most importantly, President Sullivan reassured everyone that no one
would lose their jobs in the transition to Seattle University.
233
With that assurance, the questions began to flow as the faculty and
staff took the first step in getting to know their new bosses. Near the end
of the meeting, Professor David Skover echoed a growing sentiment in the
room when he uttered the following:
I understand why so many of you are shocked and distressed at the
announcement of the school’s sale. It is difficult to be the very last to
know about a transition that, first and foremost, impacts us. But rather
than rail against what is a fait accompli and bemoan what has been
lost, I choose to embrace the future and be grateful for what may be
gained. We have been abandoned by a college that did not want us,
and adopted by a university that is eager to have us. I am ready to
become an eager member of the Seattle University family, and I
encourage all of you to join me in this new venture with a full
measure of hope, trust, and good will.
234
Immediately following what was a very memorable meeting for us
all, University of Puget Sound distributed a three-page memorandum from
Dr. Weyerhaeuser and President Pierce to the press and the entire campus
community. It announced that “[the Board of Trustees] today voted to
accept an offer from the Board of Trustees of Seattle University to transfer
the sponsorship and operation of the University of Puget Sound School of
Law to Seattle University, effective September 1, 1994.”
235
The
memorandum described the terms of the transaction and situated it as a
“win-win,” allowing University of Puget Sound to focus on its primary
mission as an undergraduate liberal arts institution and Seattle University
231. Interview with Lori Lamb, supra note 212.
232. Telephone Interview with Laurel Oates, supra note 201; Telephone Interview with Anne
Enquist, supra note 196. The legal writing, clinical, and academic support programs were somewhat
controversial at the time because they were not components of a traditional legal education. And
because these programs were taught and run by faculty members who held contract rather than tenured
status, the programs and associated faculty could be eliminated at any time.
233. Telephone Interview with Anne Enquist, supra note 196.
234. See Email from David Skover, Prof. Emeritus, Seattle Univ. Sch. of L., to author (Dec. 14,
2022, 4:37 PM) (on file with author).
235. See Memorandum from Susan Resneck Pierce & William T. Weyerhaeuser, supra note 218,
at 1.
806 Seattle University Law Review [Vol. 46:773
to enhance its position and mission as a regional comprehensive
university.
236
That afternoon, President Pierce, Dr. Weyerhaeuser, Dean
Carmichael, President Sullivan, and Provost Eshelman headed to the
Tacoma Dome Hotel for a media press conference to announce the transfer
of sponsorship.
237
The press conference was followed by a meeting with
the editor of the News Tribune, whose negative and bitter reaction to the
news of the sale foreshadowed the storm yet to come.
238
C. Students Voice Their Displeasure
That same evening also brought a scheduled meeting with the law
students. Hundreds of them gathered in a packed lecture hall to learn why
and how their law school had been sold. As they made the announcement
once again, President Pierce and Dr. Weyerhaeuser were initially greeted
with silence and the occasional hiss, but the students became increasingly
more vocal as the news sank in that their law school had been sold and the
entire process had been conducted in secret.
239
Dr. Weyerhaeuser and
President Pierce did their best to articulate the “win-win-win” proposition
that they claimed this announcement represented: University of Puget
Sound would be able to focus its energies on undergraduate liberal arts
programs, Seattle University would gain a prized professional program to
complement its other graduate and professional degree programs, and the
law school would now have a parent institution that could provide
additional resources to help it thrive and grow.
240
Dean Carmichael also
weighed in, saying that University of Puget Sound had not been as
supportive of the law school as one would hope, whereas Seattle
University’s commitment was reassuring and would lead to a stronger law
school with greater prestige.
241
Despite those calming words, the students in attendance vented their
anger, disappointment, and anxiety about the impending sale. Various
students described their feelings of betrayal and abandonment, questioned
why they had not been consulted, stated emphatically that they would
never have chosen University of Puget Sound if they had known the law
school would be sold, renewed their outrage over that year’s 10.6% tuition
increase, and asserted that their degrees would be devalued by having been
issued by either a defunct law school (for those who would still graduate
236. See id.
237. See Page, supra note 181.
238. See Carmichael, supra note 115, at 3.
239. See Moriwaki, supra note 13.
240. See Maynard, supra note 119.
241. See Chris Raymond, It’s a Miracle! Seattle U. Saves Us from U.P.S., P
UGET SOUND REP.,
Nov. 15, 1993 (on file with Seattle Univ. Law Library).
2023] What’s Past Is Prologue 807
from University of Puget Sound) or an inexperienced one (for those who
would now receive their law degrees from Seattle University).
242
Their
initial reaction can perhaps best be summed up by this quote: “You didn’t
sell a building, you sold our futures.”
243
Anger was particularly strong
among first-year students, and there was even some talk of a lawsuit by
students against University of Puget Sound for having decreased the value
of their future law degrees and employment prospects.
244
Similar to what had occurred the previous day, when President
Sullivan entered the room, he was greeted with enthusiastic applause and
a prolonged ovation by the students as he declared, “I really believe that
10, 15, 20 years from now we have the opportunity to have one of the
premier law schools in the United States right in the heart of Seattle.”
245
While reacting favorably to President Sullivan’s statement of his
vision for the future of Seattle University School of Law, students asked
questions and raised pointed concerns about what it meant to become a
part of a Jesuit institution. Alluding to issues that had arisen recently at
Gonzaga’s law school, they asked whether Seattle University would
impinge on the academic freedom of law students and faculty and
questioned whether a Jesuit university would be supportive of students,
faculty, and staff who were gay.
246
These were but the first of many
questions that were to follow in the coming days, weeks, and months as
the transition got underway.
When Dean Carmichael returned to his office that evening after what
had been an exceedingly long and trying day, he was gratified and
comforted to find a handwritten note from President Sullivan welcoming
him to Seattle University.
247
And in a poignant bit of symmetry, former
President Phibbs arrived at the law school the next morning with a card
and a huge bouquet of flowers, making it clear in a brief conversation with
staff that he, at least, would be sorry to see the law school go.
248
242. See Maynard, supra note 119; see also Raymond, supra note 241.
243. See Moriwaki, supra note 13.
244. See Raymond, supra note 241.
245. See Moriwaki, supra note 13 (quoting William J. Sullivan, S.J., President of Seattle
University).
246. See Raymond, supra note 241.
247. See Carmichael, supra note 115, at 3. I had my own touching personal moment recently
when, as I was clearing out my faculty office upon retiring from Seattle University School of Law, I
came across the handwritten letter of welcome President Sullivan had addressed to me, dated
November 8, 1993.
248. Interview with Joan Duffy Watt, supra note 185.
808 Seattle University Law Review [Vol. 46:773
IV. P
ICKING UP THE PIECES
On November 9, the faculty endorsed a resolution to Seattle
University thanking President Sullivan and his administration for their
efforts in acquiring the law school, expressing a desire for a long and
fruitful relationship, and pledging to maintain the law school’s high
standards of legal education.
249
At the close of that first momentous week,
University of Puget Sound and Seattle University officials made a
presentation to the Board of Visitors (the law school’s advisory group),
followed by a closed session in which university officials were excused.
250
At the conclusion of that meeting, the Board of Visitors issued a resolution
offering its full support to the law school in making a successful transition
to Seattle University.
251
The group also made a commitment to explore
ways to minimize the impact of the law school’s departure on the Tacoma
and Pierce County communities, and offered praise to Seattle University
for retaining the outstanding law faculty and staff and dedicating its
resources to high quality legal education.
252
Next, the founding members of the faculty sent out a letter to all
5,025 graduates of the law school to try to counteract anger over the sale
that was being directed at the law school.
253
The letter emphasized that the
law school faculty had no idea the transfer of sponsorship was under
consideration by University of Puget Sound until it was announced and
described the immediate reactions of faculty and staff as ranging from
“outrage to sadness to feelings of rejection.”
254
The faculty expressed their
sympathy and sense of loss for the Tacoma area legal and broader
community, deep gratitude for the consistent good will and support shown
to the law school by local lawyers and civic leaders in the region, and a
commitment to maintaining those valuable relationships into the future.
255
The founding faculty did not pull any punches, leveling criticism at
University of Puget Sound for its lack of financial, academic, and moral
support of the law school over the years, and contrasting that situation with
249. See Resolution of the Law Faculty at the Univ. of Puget Sound, to President William
Sullivan, the Trustees, the Faculty, Administration, Staff, and Students of Seattle Univ. (Nov. 9, 1993)
(on file with Seattle Univ. Law Library).
250. See Memorandum from Donald Carmichael, Acting Dean, Univ. of Puget Sound Sch. of
L., to All Faculty and Staff, Progress Report (Nov. 15, 1993) (on file with Seattle Univ. Law Library).
251. See Resolution from Univ. of Puget Sound L. Sch. Bd. of Visitors (Nov. 12, 1993) (on file
with Seattle Univ. Law Library).
252. See id.
253. See Letter from the Founding Members of the Univ. of Puget Sound L. Sch. Fac., to All
Graduates (Nov. 20, 1993) (on file with Seattle Univ. Law Library). The founding faculty members
who authored the letter were Richard Settle, James Beaver, John Weaver, Tom Holdych, and Anita
Steele. See id.
254. See id. at 1.
255. See id.
2023] What’s Past Is Prologue 809
the new opportunity to be valued as a flagship graduate program by Seattle
University.
256
The letter concluded on an optimistic note, acknowledging
the traumatic and unexpected nature of the announcement but expressing
enthusiasm for the new era in the law school’s history, and requesting
understanding and support from the alumni.
257
A. Understanding the Sale
With the Board of Visitor’s imprimatur having been placed on the
announcement, one of the first tasks facing the law school community was
to try to put the previously unimaginable sale of the law school in some
sort of context. While such transfers in sponsorship were quite rare, this
was actually not the first time a university had acquired and relocated a
law school. In 1992, just one year prior, Quinnipiac College in Hamden,
Connecticut, had purchased and moved the financially troubled University
of Bridgeport School of Law.
258
And, in 1986, the University of the
District Columbia took over a failing law school that had been operated in
Washington, D.C. as a branch of Antioch College.
259
As Professor Skover
subsequently noted, these earlier sales provided legal and factual
precedent for the notion that non-profit academic institutions were no
different from other corporate ventures in which subsidiaries can be spun
off and sold to other corporate entities as part of a buyout.
260
What made those prior transactions significantly different, however,
is that they both involved law schools that were experiencing financial
exigency. In contrast, the University of Puget Sound School of Law had a
healthy budget and was paying annual overhead to the university. In fact,
President Pierce even noted at the meeting with students that the law
school had been thriving financially.
261
Thus, no one could have
contemplated this happening because the sale of a successful and
profitable law school from one university to another was simply unheard
of at the time. Yet, despite its unprecedented nature, President Pierce
framed the sale of the law school as “a natural next step” in the evolution
of the University of Puget Sound.
262
From a mergers and acquisitions perspective, one of the most
important contractual terms is the purchase price, but that was the one term
conspicuously absent from the official announcement. Everyone was, of
course, curious to know how much a twenty-one-year-old law school
256. See id.
257. See id. at 2.
258. See Popham & Maynard, supra note 60.
259. See Moriwaki, supra note 13.
260. See Email from David Skover, supra note 234.
261. See Maynard, supra note 119.
262. See Hadley, supra note 22.
810 Seattle University Law Review [Vol. 46:773
located in downtown Tacoma with an enrollment of approximately 875
students, a full complement of talented and highly capable faculty and
staff, and an operating budget of $11 million was worth. Despite repeated
requests, officials declined to disclose the sale price, stating that a
provision in the transfer of sponsorship agreement dictated that neither
institution could give out that information.
263
President Sullivan did
comment that this was the single largest financial transaction of his
presidency to-date, requiring a substantial investment from the
university’s reserve funds.
264
And while $9 million is the number that was
bandied about at the time,
265
even today, going on thirty years later, the
purchase price is still a closely held secret.
266
B. Grieving the Loss, Fearing the Future
In the days following the announcement, the entire law school
community was going through a grieving process, although, as one might
expect, at varying rates and with differing degrees of success depending
on individual circumstances and predilections. The faculty and staff’s
reaction in public was somewhat muted, in part because Dean Carmichael
requested that everyone be cautious and circumspect in speaking publicly
on the sale and cautioned them not to make derogatory or inflammatory
comments about the main campus.
267
For many, their reaction was also
colored by the fact that the university might have been entertaining even
more extreme actions with regard to the law school, including its outright
closure. One pundit suggested that Seattle University looked so good in
comparison because of the actions taken by President Pierce to weaken
and squeeze the law school through enrollment reductions, a significant
tuition increase, and threats to faculty and staff jobs.
268
Even President
Pierce herself alluded to what might have happened had the sale not gone
through, stating that because the law school no longer fit within University
263. See Maynard, supra note 119.; C. R. Roberts, Hard, Cold Lessons Are Learned from the
UPS Law School Sale, N
EWS TRIB., Nov. 21, 1993, at B1.
264. See Editorial, supra note 146.
265. See, e.g., The Nose, Does $9 Million Cover UPS Law School ‘Merger’—or Just Buy
Library?, N
EWS TRIB., Jan. 28, 1994, at B1 (quoting House Speaker Brian Ebersole, who spoke of the
rumored $9 million number but noted that he had no firsthand knowledge of the actual purchase price);
Steve Maynard, End of an Era, N
EWS TRIB., May 16, 1994, at A6 (using $9 million as the reported
number).
266. Denis Ransmeier, the individual charged with negotiating the purchase with his counterpart
at University of Puget Sound, declined to confirm the $9 million number, but he did say that reaching
agreement on the purchase price was not terribly difficult. See Interview with Denis Ransmeier, supra
note 16.
267. See Steve Maynard, True to Their School: UPS Law Grads Devoted to Alma Mater, Split
on the Sale, N
EWS TRIB., Nov. 14, 1993, at B1 (quoting from a memo from Dean Carmichael to faculty
and staff).
268. See Callaghan, supra note 59.
2023] What’s Past Is Prologue 811
of Puget Sound’s mission, it could have been dismantled by eliminating
programs or transferring faculty members.
269
Dean Carmichael
commented that he favored the transfer to Seattle University because the
law school faced bleak prospects with a university that had already
jettisoned several graduate programs.
270
Some faculty already lived in Seattle and drove to Tacoma for work,
so they could at least look forward to not having to commute down the
interstate on a daily basis. Others were residing in Tacoma only as a matter
of convenience, and many of them began making plans to move to Seattle
within the next few years. But particularly for the founding and long-time
faculty members, who had devoted their professional lives to the law
school and were embedded in the local community, the feelings of betrayal
ran deep.
Professor Douglas Branson was in this latter position and was one of
the most outspoken critics of the sale. In a letter to the editor of the News
Tribune, he emphasized that while a few of the faculty lived in Seattle, the
majority had made their homes in Tacoma, were raising children there,
and were leaders within the community.
271
Professor Branson stressed the
contributions the law faculty had made through their scholarly endeavors
to building University of Puget Sound’s national reputation, as well as the
internal committee and task force work they had performed on behalf of
the university.
272
He derided the trustees for their focus on the pretension
of academic elitism rather than the very human costs they were imposing
on valued members of the university community, who were left feeling
bewildered and betrayed by the decision.
273
There was also a “behind closed doors sentiment” expressed by some
faculty that Seattle University did not have the same academic standing or
prestige as University of Puget Sound. In response, Professor Mark
Reutlinger, a longstanding member of the law faculty, distributed a memo
showing that the 1993 list of US News and World Report rankings had
Seattle University ranked 6th and University of Puget Sound ranked 4th
among regional universities in the Northwest, a difference he described as
“hardly significant.”
274
Some faculty remained unconvinced that Seattle
University was the equal of University of Puget Sound in academic quality
269. See Eng, supra note 36.
270. See Moriwaki, supra note 13.
271. See Douglas M. Branson, Letter to the Editor, Many UPS Law Faculty Feel Betrayed, N
EWS
TRIB., Nov. 24, 1993, at A11.
272. See id.
273. See id.
274. See Memorandum from Mark Reutlinger, Professor, Univ. of Puget Sound Sch. of L., to
Faculty, Seattle U. “Ranking” (Nov. 6, 1993) (on file with Seattle Univ. Law Library).
812 Seattle University Law Review [Vol. 46:773
and reputation, and Professor Branson, in particular, raised the issue when
the ABA accreditation team visited the law school a few months later.
275
In addition to mourning what they had lost, the law school faculty
and staff also had serious questions about what it meant to become part of
Seattle University. Professor Oates recalled driving up to the campus with
her husband the weekend after the announcement. Even though she had
grown up in Seattle, she had no idea where the university was, and she was
not overly impressed with what she saw, especially the urban location.
276
Based on a follow-up meeting with President Sullivan, the staff
began to fear that they might be “absorbed” into the Seattle University
staff such that they would no longer be working directly with and for the
law school.
277
Dean Carmichael met immediately with Provost Eshelman
and was able to reassure the staff that their functions would not be
centralized by the university,
278
but I imagine he felt as if he were playing
a giant game of “whack-a-mole” as individuals talked among themselves
and spun out worst case scenarios.
Given that University of Puget Sound had been an essentially secular
institution, one of the most significant areas of concern in those very early
days was Seattle University’s Catholic and Jesuit character. Professor
Enquist, who is a practicing Roman Catholic, says she was visited by
virtually every law faculty member who was gay as they wondered about
the new affiliation and whether the university would be a hostile
environment for them.
279
Professor Julie Shapiro remembers being
shocked at the announcement meeting when a priest wearing a collar
(President Sullivan) walked into the room; she had not realized until that
moment that Seattle University was Catholic.
280
As someone who is both
Jewish and a lesbian, what she did know is that she would never have
applied for a job at a Jesuit, Catholic university, but now she was to be
employed by one.
281
Similarly, the Lesbian and Gay Legal Society, a law
student organization, issued a statement the day after the announcement of
275. Telephone Interview with Anne Enquist, supra note 196. It seems likely that Professor
Branson’s decision to leave the area and accept an offer to join a different institution a few years later
was motivated, at least in part, by his view that Seattle University was academically inferior to
University of Puget Sound.
276. Telephone Interview with Laurel Oates, supra note 201.
277. See Memorandum from Donald Carmichael, Acting Dean, Univ. of Puget Sound Sch. of
L., to All Staff for Immediate Transmission, Maintaining Our Staff (You!) Throughout the 5 Year
Transition Process and Beyond 1 (Nov. 17, 1993) (emphasis in original) (on file with Seattle Univ.
Law Library).
278. See id.
279. Telephone Interview with Anne Enquist, supra note 196.
280. See Email from Julie Shapiro, supra note 209.
281. See id. In retrospect, Professor Shapiro attributes her initial negative reaction to being
employed by Seattle University to a stereotyped view of Catholicism and her ignorance regarding the
Jesuits. See id.
2023] What’s Past Is Prologue 813
the sale stating that while the group did not oppose the acquisition of the
law school by Seattle University, it was concerned about the role Catholic
ideology might play in the law school going forward.
282
C. Calming the Students
The law school faculty and staff were obviously dealing with their
own anger, qualms, and questions, but they worked hard in the following
days and weeks to assuage and respond to the students’ concerns. The
current students were understandably upset—they had applied to
University of Puget Sound and been accepted there, they did not know
anything about Seattle University, including its reputation and whether it
would help or hurt them in the employment market, and even students who
lived in Seattle were not going to get the benefit of the change in
location.
283
So, the faculty set about expressing their own enthusiasm for
the coming transition in sponsorship. For example, Dean Carmichael and
the faculty quickly disseminated an encouraging memo to students,
describing the advantages of being part of a university that valued the law
school and explaining how the move to Seattle University and the City of
Seattle would expand opportunities for students and enhance the law
school’s prestige and reputation.
284
A great deal of class time was spent
discussing the sale in those first few days after the announcement, and little
regular work got done (to the point that within a few days Dean
Carmichael issued a memo on behalf of the students suggesting a return to
teaching and learning in the classroom).
285
Professor Skover acknowledged the shock of the decision but told
his students he was pleased that the transfer was to a university that was
dedicated to having a healthy law school.
286
Professor Janet Ainsworth
disclosed to her students in class that she had previously been testing the
job market because of her concern about University of Puget Sound’s lack
of commitment.
287
She went on to tell them of her relief at the change in
sponsorship and her view that the move would strengthen the faculty’s
resolve to remain with the law school over the longer term.
288
282. See Memorandum from Lesbian and Gay Legal Society, Univ. of Puget Sound Sch. of L.,
to Law School Faculty and Friends, Acquisition by Seattle Univ. (Nov. 10, 1993) (on file with Seattle
Univ. Law Library).
283. Telephone Interview with Laurel Oates, supra note 201.
284. See Memorandum from Donald Carmichael and the Law Faculty, Univ. of Puget Sound
Sch. of L., to Students (Nov. 9, 1993) (on file with Seattle Univ. Law Library).
285. See Memorandum from Donald Carmichael, Acting Dean, Univ. of Puget Sound Sch. of
L., to All Faculty, Continued Class Discussion of the Reaffiliation (Nov. 11, 1993) (on file with Seattle
Univ. Law Library).
286. See Raymond, supra note 241.
287. See id.
288. See id.
814 Seattle University Law Review [Vol. 46:773
In addition to these many individual expressions of confidence in the
future, the faculty published its own written message to students, stating
in part:
We see many advantages to the change in sponsorship of the law
school. Most important, President Sullivan and Seattle University are
obviously very enthusiastic about supporting the law school, and
their enthusiasm bodes well for all of us who care about the collective
future. In our view, it is crucial for us to be part of a university that
truly values the students, faculty, and staff of its law school. We
believe our mission fits nicely with that of Seattle University, a highly
regarded private institution that emphasizes graduate study
throughout its curriculum. And we are persuaded that our eventual
move to Seattle, the largest city in the Pacific Northwest, will expand
our applicant pool and provide more employment opportunities for
our graduates. From a demographic standpoint, the move makes
exceptionally good sense.
289
Dean Carmichael also disseminated his own additional message,
suggesting that “[t]he character of a school can be measured by how well
it educates and how well it treats its students.”
290
He articulated two
overriding priorities for the weeks and months ahead, which were for the
law school to become stronger during the transition and to “take the utmost
good care” of the students during that time.
291
Thus, in ways large and small, the faculty and staff of the law school
made it clear to the students that they (the faculty and staff) were in it for
the long haul, and although the parent institution was changing, the law
school’s longstanding dedication to excellence in teaching and outstanding
student services was unchanged and unwavering. With the help of these
positive messages, answers to their questions, and the public commitments
made to the law school by President Sullivan and Seattle University, many
students moved relatively quickly from their initial (and understandable)
feelings of betrayal, confusion, and anger to a sense of acceptance and
cautious optimism, and for some, even enthusiasm.
292
Representing this
shift in perspective within the student body, Marcel Van Ooyen, then-
president of the Student Bar Association, penned an optimistic article for
289. See Memorandum from Members of Law Faculty, Univ. Puget Sound Sch. of L., to Our
Students (Nov. 10, 1993) (on file with Seattle Univ. Law Library); see also Message from Law Faculty
to Students, P
UGET SOUND REP., Nov. 15, 1993 (on file with Seattle Univ. Law Library).
290. See Donald Carmichael, Message from Dean Carmichael, P
UGET SOUND REP., Nov. 15,
1993 (on file with Seattle Univ. Law Library).
291. See id.
292. See, e.g., Marcel Van Ooyen, Looking Ahead, P
UGET SOUND REP., Nov. 15, 1993 (on file
with Seattle Univ. Law Library).
2023] What’s Past Is Prologue 815
the law student newspaper just one week after the announcement, entitling
it “Looking Ahead.”
293
V. THE AFTERMATH
Over and over again in the following weeks, in numerous public
forums and with different constituencies, Dr. Weyerhaeuser and President
Pierce were called upon to defend both the decision to sell the law school
and the process the Board followed. In terms of the substance of the
decision, Dr. Weyerhaeuser explained that the university was focused on
developing its undergraduate liberal arts programs, and it had become
“increasingly difficult to see a fit between the law school and the
undergraduate liberal arts program.”
294
This posed a problem in that the
university did not have sufficient resources, financial or otherwise, to
continue improving the quality of both the undergraduate programs and
the law school over the longer term.
295
The trustees had, therefore,
concluded that the law school would be better off with Seattle University
and so took advantage of this opportunity to transfer sponsorship.
296
As to process, when asked at a University of Puget Sound student
forum to apologize for the secrecy and lack of transparency surrounding
the deal, Dr. Weyerhaeuser refused.
297
He described the transfer of
sponsorship as a long-term strategic decision that the Board of Trustees
alone must make.
298
Similarly, President Pierce stated, “This was the most
significant decision to be made this decade, if not beyond, and the board
decided it would make this decision itself.”
299
She also defended the
secrecy, explaining that if the university had first consulted with faculty
and students and the negotiations had then fallen through, the law school’s
standing and reputation would inevitably have suffered harm, with faculty
likely seeking other jobs, students attempting to transfer, and prospective
students choosing to go elsewhere.
300
The University of Puget Sound
trustees also feared a “slow, unsettling and agonizing debate, which by
definition could not satisfy all constituencies.”
301
Implicit in these stated
reasons for secrecy was a primary concern that a deal would never happen
293. See id.
294. See Steve Maynard, No Apology in Sale of Law School, N
EWS TRIB., Nov. 18, 1993, at B1.
295. See Maynard, supra note 59.
296. See id.
297. See Maynard, supra note 294.
298. See Moriwaki, supra note 13.
299. See Art Popham, UPS Sale a Good Example of Outmoded Management, N
EWS TRIB., Nov.
11, 1993, at B6.
300. See Maynard, supra note 294.
301. See Harold S. Eastman, Letter to the Editor, Law School Sale Consistent with UPS Goals,
N
EWS TRIB., Dec. 12, 1993, at E5.
816 Seattle University Law Review [Vol. 46:773
if word got out. As it turned out, that particular concern was validated by
the uproar that followed the announcement of the sale.
A. University of Puget Sound Law Alumni Respond
Chuck Granoski, Jr., a local attorney, member of the first University
of Puget Sound Law graduating class, and a member of the Board of
Visitors, was one of the first alumni to respond to the news, immediately
issuing an angry letter to university leaders protesting the sale of the law
school.
302
The Board of Visitors was a group of prominent law alumni
charged with giving advice and counsel to the dean, and Mr. Granoski
noted the irony that the Board of Visitors happened to be meeting in Seattle
right after news of the sale went public.
303
In his letter, Mr. Granoski vehemently protested the manner in which
the decision had been made, shrouded in secrecy and devoid of any
consultation with the law school administration, faculty, or Board of
Visitors.
304
He was particularly critical of the fact that President Pierce
made the recommendation to the Board to sell the law school so early in
her tenure as president and under circumstances where she did not yet
know or appreciate the community.
305
He also asserted that the Board
should not have made such a significant decision without engaging in any
long-range planning regarding the law school’s future.
306
Mr. Granoski
concluded his letter by accusing President Pierce and the Board of
destroying Tacoma’s local jewel and stating that they would be held
accountable and judged by the community for their actions.
307
In stark contrast, law alumna Lucy Isaki, a prominent Seattle attorney
who was simultaneously a University of Puget Sound trustee and chair of
the law school’s Board of Visitors, stated publicly after the announcement
that she had voted in favor of the change in sponsorship, viewing it as
positive for both the law school and University of Puget Sound given that
the two entities had grown so far apart in their educational missions over
the years.
308
In one of the more ironic statements made following the
302. See Letter from Charles M. Granoski, Jr., to Susan Pierce, President, Univ. of Puget Sound,
William Weyerhaeuser, Chairman, Univ. of Puget Sound Bd. of Tr., William J. Sullivan, President,
Seattle Univ., and Members of the Board of Visitors (Nov. 12, 1993) (on file with Seattle Univ. Law
Library) [hereinafter Granoski Letter]; see also Maynard, supra note 267.
303. See Granoski Letter, supra note 302, at 1.
304. See id. at 1–2.
305. See id. at 2.
306. See id.
307. See id. at 4.
308. See Maynard, supra note 267. To this day, I do not understand Ms. Isaki’s failure to recuse
herself from the vote given the potential conflicts created by her simultaneous fiduciary obligations to
the University of Puget Sound and the law school by virtue of her respective leadership positions with
the Board of Trustees and the Board of Visitors.
2023] What’s Past Is Prologue 817
announcement of the sale, she justified the secrecy surrounding the
decision-making process by explaining, “We wouldn’t want our law
school faculty to think we were trying to sell them down the river.”
309
While Mr. Granoski and Ms. Isaki represent the two extremes in
alumni perspectives on the sale, for those of us who interfaced regularly
with the external community, it was obvious that everyone had an opinion.
Unfortunately, many of our alumni were angry, and they took their anger
out not just on University of Puget Sound, but also on the law school, with
the oft-repeated refrain that they were never giving another dime to the
school.
310
And so, it fell upon the faculty and staff—in line at the grocery
store, at cocktail parties, in our children’s schools—to tell the story of our
own surprise and shock, so that the community would understand we had
not been complicit in the sale.
311
B. The View from Within
1. Reaction Within the University of Puget Sound Community
The University of Puget Sound non-law faculty learned of the law
school’s sale via memo on that Monday, November 8th, and President
Pierce met with university faculty the following day and then again in a
follow-up meeting.
312
In general, the broader university community
focused their criticism on the process followed by President Pierce and the
Board of Trustees as opposed to the substance of the decision itself. Walter
Lowrie, Chair of the University of Puget Sound Faculty Senate, wrote a
letter to the Board asserting that the university’s action violated the faculty
code, which required the president to consult with the Faculty Senate
before recommending discontinuation of a department, program, or
school.
313
The Faculty Senate members voted as a body to endorse the
position that they should have been consulted, but they were met with the
response (articulated by one of the trustees) that the sale of the law school
was a transfer rather than a discontinuation because none of the thirty-
seven law faculty members would lose their jobs, such that the faculty
code provision did not apply.
314
Other critiques from within the university faculty centered less on
the particulars of the faculty code and more on what they viewed as
principles of good management and governance. For example, one
309. See id.
310. Telephone Interview with Anne Enquist, supra note 196.
311. Id.
312. See Popham, supra note 299.
313. See Steve Maynard, Rethink Sale of Law School, Key Lawmaker Asks UPS, N
EWS TRIB.,
Dec. 10, 1993, at A1.
314. See id.
818 Seattle University Law Review [Vol. 46:773
vehement critic from inside University of Puget Sound, Professor Richard
Robinson, claimed that the failure to engage the faculty, students, and city
leaders in the decision-making process exemplified an outmoded, top-
down management style,
315
and that President Pierce had a mistaken
notion of the division of power between a university president and its
faculty.
316
Similarly, an anonymous appeal letter handed out at an on-
campus meeting highlighted several concerning top-down decisions that
had already been made in President Pierce’s short tenure, including
abolishing the accounting program and the traditional business disciplines
of finance, marketing, and management, reducing the School of Business
and Public Administration to a business unit, and now selling the law
school.
317
The letter called for the appointment of a new Board of Trustees,
the rejection of the “Pierce liberal arts vision,” and a discontinuation of the
“dictatorial, regal management” style that these decisions allegedly
represented.
318
Despite the vehemency of the call to action, these efforts
did not seem to gain significant traction within the broader university
faculty.
Perhaps not surprisingly given the secrecy that had surrounded the
decision, some faculty in other non-law disciplines and departments began
to express concern that their areas might be next on the chopping block.
319
Professor Enquist was one of the law faculty members who had colleagues
and friends on the Puget Sound main campus, and she was struck by the
fact that they reached out to her not to say they were sorry about the sale
but rather to voice their worry that their own programs might be cut.
320
2. Reaction Within the Seattle University Community
Associate Dean Rick Bird was working in residential life on the main
campus of Seattle University at the time of the announcement, and he
315. See Popham, supra note 299; see also William A. Engler, Letter to the Editor, Sale Betrays
UPS Stakeholders, N
EWS TRIB., Dec. 7, 1993, at A19 (questioning whether the University of Puget
Sound trustees were uneducated regarding modern strategic corporate decision making, which takes
into account the interests of all stakeholders of the entity).
316. See Eng, supra note 36.
317. See Letter, An Appeal to the Faculty, Students and Staff of the University of Puget Sound
(Nov. 15, 1993) (on file with Seattle Univ. Law Library).
318. See id.
319. See, e.g., Popham & Maynard, supra note 60 (“I’m really alarmed over what is happening.
The business school is next to go, and then who knows?”) (quoting Richard Robinson, University of
Puget Sound professor of business and public administration).
320. Telephone Interview with Anne Enquist, supra note 196. The academic disciplines thought
to be at greatest risk at the time were graduate programs in occupational and physical therapy.
However, according to Dr. Pierce, these longstanding programs were a better mission fit for the
university because, unlike the law school, occupational and physical therapy were physically located
on the main campus, integrated within the undergraduate curriculum, and grounded in the liberal arts.
See Email from Susan Resneck Pierce, supra note 20.
2023] What’s Past Is Prologue 819
described the community reaction as “surprise mixed with a bit of shock
and awe.”
321
The university was abuzz with the news and questions
abounded, including whether anyone had ever done this before, how or
whether the law school’s semester system would be integrated into the
university’s quarter system, where the funds for the purchase were coming
from, and how differences in faculty and staff compensation between the
law school and Seattle University would be handled.
322
As President Sullivan fielded questions on how the purchase came
about, he described it as a special, unique opportunity that would not come
along again.
323
He wanted Seattle University to be the “Georgetown of the
West,” and he laid out a compelling vision where two-thirds of the law
graduates in the state would now be Jesuit-educated, something he
believed would make a genuine and positive difference in the world. He
was very clear that the law school would not be staying in Tacoma as some
sort of satellite campus; he intended the law school to be an integral part
of the Seattle University academic community with a central Seattle
campus location.
324
President Sullivan also clarified that the purchase of
the law school would be financed through the university’s reserve funds,
thus not impacting other campus priorities, and that construction of the
new law school building would be financed through fundraising efforts.
325
Although there was some quiet skepticism and anger that the
acquisition was not part of the university’s long-range plan and would
potentially delay other projects and priorities, the decision was entirely in
keeping with President Sullivan’s top-down leadership style.
326
He was
very astute and strong-willed, and when he saw opportunities that others
did not, he was quick to take action and let the chips fall where they
may.
327
It was actually Provost Eshelman who carried the laboring oar with
regard to “selling” the purchase of the law school to the main campus, and
he emphasized publicly that undergraduate tuition would not be raised to
help pay for the acquisition of the law school or construction of the new
law building.
328
He also made it clear that whatever anger the law students
were expressing in light of the news of the sale was being directed at
321. Interview with Richard Bird, Assoc. Dean for Fin. and Admin., Seattle Univ. Sch. of L., in
Seattle, Wash. (Dec. 13, 2022) (notes on file with author.)
322. Id.
323. Id.
324. Id.
325. See C
ROWLEY, supra note 15, at 33.
326. Interview with Richard Bird, supra note 321.
327. Id.
328. See Chris Jones, Seattle University Acquires UPS Law School, S
EATTLE UNIV. SPECTATOR,
Nov. 11, 1993, at 1 (on file with Seattle Univ. Law Library).
820 Seattle University Law Review [Vol. 46:773
University of Puget Sound, not Seattle University.
329
And, in terms of
integrating the law school into Seattle University, Dr. Eshelman informed
the community that Acting Dean Carmichael was not interested in being
considered for the permanent position, which would give Seattle
University the opportunity to appoint a dean who was familiar with Jesuit
higher education and could help align the law school with the larger
university.
330
Once the faculty and staff had worked through their surprise
at this sudden expansion of their university, many came to see the purchase
of the law school as a positive, and even exciting, development.
331
C. The Local Community Erupts
While the Seattle University and University of Puget Sound
academic communities (with the exception of the law school) were
generally accepting of what had transpired, the same could not be said of
the Tacoma community. The Tacoma-Pierce County Chamber of
Commerce did its best to put an initial positive spin on the news of the law
school’s sale and impending departure,
332
but the reaction by the Tacoma
business and legal communities to the news of the “transfer of
sponsorship” was swift and resoundingly negative.
333
Tacoma has long
had an inferiority complex when it comes to Seattle, and the downtown
Tacoma law school was viewed by its residents as one of the few jewels
in the city’s crown. In the days following the announcement, some of the
harshest criticism was leveled by city representatives, who expressed
shock and disappointment at the decision and insisted that University of
Puget Sound had an obligation to consult city leaders before selling the
law school.
334
One of the first people out of the gates was Joseph H. Gordon, Sr., a
partner at the Tacoma law firm of Gordon Thomas Honeywell and a highly
influential attorney in the South Sound region. Gordon fired off an angry
letter to President Pierce and Dr. Weyerhaeuser, calling the decision to
“abandon” the law school “a personal affront to me and all of the legal
profession and civic leaders in Tacoma who have donated their time and
329. See id.at 1, 3.
330. See id. at 3.
331. See Moriwaki, supra note 13.
332. See Jim Szymanski, Downtown Leaders Are Sad but Not Distraught over Move, N
EWS
TRIB., Nov. 9, 1993, at A8 (“There could be a vacancy there (UPS) just when we need the space. . . . Is
downtown losing ground? I think it’s obvious that it isn’t.”) (quoting Paul Ellis, spokesman for the
Tacoma-Pierce County Chamber of Commerce).
333. See, e.g., Popham & Maynard, supra note 60; Roberts, supra note 263; Jim Layton,
Editorial, UPS Violated the Community’s Trust by Selling the Law School, N
EWS TRIB., Nov. 21, 1993,
at D5; Callaghan, supra note 59.
334. See Popham & Maynard, supra note 60.
2023] What’s Past Is Prologue 821
money to make the school the success it has been up to now.”
335
He vowed
to have nothing to do with the law school or university going forward,
including eliminating his firm’s financial support, and threatened to
encourage clients who had made bequests to University of Puget Sound in
their wills to change their estate plans.
336
In similar fashion, the week following the announcement, former
Dean Jim Bond sent a blistering memo to the University of Puget Sound
Board of Trustees,
337
deriding them for trying to wrap what he perceived
to be a cold-hearted, for-profit purchase and sale transaction in language
suggesting the trustees were protecting the law school by selling it.
338
While conceding that the sale to Seattle University was in the law school’s
best interests given the circumstances, Professor Bond accused the
University of Puget Sound leadership of betraying both the law school and
him.
339
He recounted the repeated assurances from the trustees and
President Pierce herself that the university valued the law school, that it
was an integral part of the university, and that the law school would be
provided the resources necessary to make it an excellent one.
340
He felt
duped in having used his position as dean to deliver this message of
university support and good faith to the law faculty, alumni, and the legal
community, reassuring them that University of Puget Sound was
committed to the law school.
341
Professor Bond concluded his memo by
stating that the announcement of the sale left him with an overwhelming
sense of sadness and a good deal of anger because the university had
reduced his beloved law school faculty and staff to “articles of commerce”
that were sold off to the highest bidder.
342
D. The Press Piles On
As the community reaction picked up steam, the sale of the law
school received a great deal of press, but there was a stark contrast between
the response by the Seattle media as compared to that of Tacoma. An
opinion by the Seattle Times Editorial Board focused on Seattle University
335. See Memorandum from Joseph H. Gordon, to Susan Resneck Pierce, President, Univ. of
Puget Sound, and William T. Weyerhaeuser, Chairman, Univ. of Puget Sound Bd. of Tr.,
Abandonment of University of Puget Sound Law School 1 (Nov. 9, 1993) (on file with Seattle Univ.
Law Library).
336. See id.
337. See generally Memorandum from James Bond, Professor, Univ. of Puget Sound Sch. of L.,
to the Univ. of Puget Sound Bd. of Tr., Sale of the Law School (Nov. 16, 1993) (on file with Seattle
Univ. Law Library) [hereinafter Bond Memo]. See also Maynard, supra note 107.
338. See Bond Memo, supra note 337, at 2.
339. See id.
340. See id. at 3.
341. Id.
342. Id. at 3–4.
822 Seattle University Law Review [Vol. 46:773
having acquired a law school rather than the University of Puget Sound
having sold one and praised the transaction for being “as sensible as it was
surprising.”
343
The authors opined that both leaders should be
congratulated: President Sullivan for his vision and savvy political skills
and President Pierce for her vision and courage.
344
The Seattle Post-
Intelligencer Editorial Board was similarly positive, stating that the
purchase of the law school appeared likely to benefit both institutions.
345
1. News Tribune Editorials
The News Tribune took a markedly different stance, publishing
editorial after editorial critical of the sale. The first opinion piece
vigorously disputed University of Puget Sound’s “win-win-win” claim,
asserting that Tacoma was the loser in the law school sale.
346
The
newspaper’s editorial board identified three specific harms the city would
suffer: the eventual loss of a significant downtown presence when the
school moved to Seattle in five years’ time; damage to the South Sound
legal community, which had been strengthened by the law school’s
presence; and harm to would-be law students who were unable to commute
to Seattle due to family or work obligations.
347
The editorial board was
particularly critical of the sale given that University of Puget Sound had
received community support and publicly financed loans with the
assistance of the City of Tacoma in order to create the law school center
on Broadway Plaza.
348
In their view, University of Puget Sound had been
cavalier and irresponsible in selling the law school to Seattle University
without first attempting to find a purchaser who would keep it in
Tacoma.
349
This was a recurring theme that ran through many of the
editorial opinions: if University of Puget Sound had only consulted in
advance with faculty, students, alumni, and Tacoma leaders, a way to keep
the law school in Tacoma (as part of another South Sound university or as
a stand-alone, proprietary law school) might have been found.
350
343. See Editorial, Tale of Two Universities, SEATTLE TIMES, Nov. 11, 1993, at B4.
344. See id.
345. See SU’s Unusual Law School Buy, supra note 146.
346. See Editorial, Law School’s Sale Damaged Tacoma, N
EWS TRIB., Nov. 10, 1993, at A14.
347. Id.
348. Id.
349. Id.
350. See, e.g., Peter Callaghan, Editorial, Sale of UPS Law School Was an Elitist Slap at the
Community, N
EWS TRIB., Nov. 11, 1993, at A7; Maynard, supra note 267; John L. Messina, Letter to
the Editor, Law School Sale Raises Some Questions, N
EWS TRIB., Nov. 24, 1993, at A11 (asking
whether the law school was offered to Pacific Lutheran University or any other academic institution
that might have kept it in Tacoma).
2023] What’s Past Is Prologue 823
The next News Tribune editorial framed the sale of the law school as
“an elitist slap at the community.”
351
The author asserted that the law
school and school of business and public affairs were the only University
of Puget Sound departments that had actually served the community well,
with the former now having been sold and the latter being actively
dismantled under Pierce’s leadership.
352
With the university’s expanding
national reputation and increasing exclusivity, fewer and fewer students
from the region would be admitted to and graduate from the university,
and so the editorial questioned whether the community would even benefit
from hosting and supporting such an elite institution.
353
Another critique of the sale of the law school came in the form of an
opinion piece authored by the members of the board of directors of the
City Center Council.
354
In it, they argued that University of Puget Sound
should not have conducted itself like a for-profit business that was
divesting a division or subsidiary because it no longer meshed with the
company’s strategic plan.
355
They were of the view that the substantial
investments made by the community in situating and supporting the law
school in downtown Tacoma converted it into a “vital community asset”
held in trust by the university “with the businesses and people who have
helped to make the law school possible,” in which case the sale of the law
school was a clear breach of that trust.
356
The authors noted the negative
economic impact of the departure of more than 800 students
(approximately two-thirds of whom lived in Tacoma), along with a
sizeable percentage of the faculty and staff.
357
However, the more serious
losses were to the intangible benefits the law school’s presence had
brought to Tacoma and Pierce County: the prestige and national
recognition accorded to the city by having a significant institution of
higher learning in its downtown; the talented students who worked as legal
interns and then stayed after graduation, creating a steady stream of new
lawyers who contributed to the vitality of the region and invigorated the
local legal profession; the value to local lawyers of having access to the
school’s extensive law library; and the close connections local alumni had
351. See Callaghan, supra note 350.
352. Id.
353. Id.
354. See Layton, supra note 333.
355. Id.
356. Id.; see also Maynard, supra note 294 (“There’s been a betrayal of trust between the
institution and the community.”) (quoting Bill Baarsma, University of Puget Sound business professor
and Tacoma City Council member).
357. See Layton, supra note 333.
824 Seattle University Law Review [Vol. 46:773
maintained with the law school, including returning to teach as adjunct
instructors.
358
One of the questions raised by opponents of the sale was whether
University of Puget Sound had given any thought to the best interests of
Tacoma and Pierce County as part of its decision-making process, with the
focus turning to the makeup of the Board of Trustees.
359
Objectors
contended that rather than having a Board comprised of local South Sound
leaders, only eight of the more than thirty University of Puget Sound
trustees were tied directly to Tacoma or Pierce County and half of them
were from Seattle.
360
And, while two of the trustees were graduates of
University of Puget Sound School of Law, neither were from the Tacoma
community and one was affiliated with Seattle University.
361
Critics thus
claimed that the Board was “Seattle-dominated” and acting in Seattle’s
best interests and at the expense of Tacoma’s.
362
Justice James Dolliver of
the Washington State Supreme Court and the Board’s vice chair went on
record as having been one of the two trustee votes in opposition to the
sale,
363
and he later said that a “Tacoma-Seattle fight” was an element of
what had happened.
364
Another News Tribune editorial, timed to coincide with the
December meeting of the University of Puget Sound Board of Trustees,
accused the Board of showing indifference to the community’s interests
and warned that it should seriously reconsider its decision or prepare to
suffer the backlash that was building among formerly loyal and generous
alumni and financial backers.
365
U.S. Congressman Norm Dicks, who had worked with University of
Puget Sound and the City of Tacoma to obtain the federal loans to build
the Law Center, was one of the most prominent individuals to go public
358. See id.; see also Steve Maynard, UW Wonders If It Can Help Fill UPS Gap, NEWS TRIB.,
Dec. 18, 1993, at B1 (noting that the Tacoma legal community, including the state Court of Appeals,
relied on the 300,000-volume University of Puget Sound Law Library to supplement the smaller Pierce
County Law Library); Richard Shepard, Letter to the Editor, Valuable Legal Resource Will Be Lost,
N
EWS TRIB., Dec. 22, 1993, at A11 (stating that the University of Puget Sound Law Library was a
valuable resource as an official federal depository for extensive federal law sources).
359. See Callaghan, supra note 59.
360. See id.; see also Barbara J. Bichsel, Letter to the Editor, City Worked Hard to Help Law
School, N
EWS TRIB., Dec. 15, 1993, at A17 (stating that most of the trustees lived outside Pierce
County and that their priority was King County); Messina, supra note 350 (referring to the University
of Puget Sound trustees as “carpetbaggers”).
361. See Granosksi Letter, supra note 302, at 2–3.
362. See Callaghan, supra note 59.
363. See Maynard, supra note 59.
364. See id. Justice Dolliver eventually changed his vote to “yes” following the Board’s
reconsideration, stating that the deal was done and it was too late for the trustees to change course. Id.
365. See Editorial, UPS Trustees Should Revisit Law School Sale, N
EWS TRIB., Dec. 10, 1993,
at A10.
2023] What’s Past Is Prologue 825
with his concern regarding the surprise announcement.
366
After talking
with several individual trustees about his desire to have University of
Puget Sound reconsider the sale,
367
Congressman Dicks requested and was
permitted to speak to the entire Board at the regularly scheduled December
meeting.
368
At that meeting, he and two other colleagues argued civilly but
strenuously that going through with the sale of the law school would cost
the city both jobs and investments.
369
In the end, the trustees were
unmoved by the arguments put forward by these city and legislative
leaders,
370
and the Board voted, this time unanimously, to affirm its prior
decision.
371
In addition to the editorial columns, the press used political cartoons
to express and stir up community outrage over the decision. A cartoon
published in the early days of the controversy by the Chronicle of Higher
Education showed two individuals in the window of an office building
looking down on the scene below, where a stream of students was happily
following the Pied Piper down the street; the caption read: “Good heavens!
It’s the entire UPS law school.”
372
The News Tribune followed suit,
publishing a series of editorial cartoons, each more biting than the last.
The first showed a shopper proclaiming she had just bought the University
of Puget Sound English Department via a television program entitled,
“The UPS Home Shopping Network,” with a caricature of President Pierce
shouting, “Call Now!! Operators are standing by . . .”
373
A second cartoon,
titled, “Thanksgiving with UPS President $usan Resneck Pierce,” depicted
her with a bag of money labeled, “law school sale profits,” and gloating
that her “favorite part [of Thanksgiving] is the stuffing.”
374
A third used a
tasteless drive-by shooting metaphor, with President Pierce piloting a
Mercedes SUV full of University of Puget Sound trustees, one of whom is
holding a smoking gun that has just been discharged, with a person lying
shot on the ground holding a folder labeled, “law school.”
375
And a fourth
cartoon, this one coming out more than a year after the sale, depicted
366. See Maynard, supra note 313.
367. Id.
368. See Lily Eng, UPS Stands by Plan to Sell Law School to Seattle University—Dicks’ Appeal
Fails to Prevent Move, S
EATTLE TIMES, Dec. 11, 1993, at A10. Congressman Dicks was joined by
Bill Philip, Columbia Bank President and former University of Puget Sound trustee, and Ray Corpuz,
Tacoma City Manager, in objecting to the sale and seeking reconsideration of the decision. See
Maynard, supra note 59.
369. See Eng, supra note 368.
370. See id.
371. See Maynard, supra note 59; see also Interview with Susan Resneck Pierce, supra note 84.
372. See Mischa Richter, Editorial Cartoon, C
HRON. HIGHER EDUC., circa Nov. 1993 (on file
with Seattle Univ. Law Library).
373. See Chris Britt, Editorial Cartoon, N
EWS TRIB., Nov. 10, 1993, at A14.
374. Chris Britt, Editorial Cartoon, N
EWS TRIB., Nov. 25, 1993, at A18.
375. Chris Britt, Editorial Cartoon, N
EWS TRIB., Dec. 5, 1993, at F4.
826 Seattle University Law Review [Vol. 46:773
President and Realtor Pierce sitting at her desk, gloating over a recent
announcement that President Gerberding of the University of Washington
was closing nine UW programs.
376
She was proclaiming, “Fool! He should
have sold ‘em!”
377
2. Community Calls and Letters to the Editor
Not content with skewering University of Puget Sound leadership
through satirical cartoon renderings, the local newspaper used its regular
“Back Talk” feature to issue a call for recorded telephone comments to the
following question: “Did UPS betray the trust of Tacoma by selling the
law school, or was it within its rights?”
378
Fifty calls were received, with
some callers declaring that University of Puget Sound was well within its
rights to transfer the law school to Seattle University, and others
expressing their shock and outrage and suggesting that alumni should
decline all future requests for donations to the university.
379
The constant media drumbeat also precipitated numerous letters to
the editor of the News Tribune. On the positive side, Dean Carmichael
weighed in, expressing optimism for the future given that the high quality
of the law school’s students, faculty, staff, and academic programs would
continue and improve under Seattle University sponsorship.
380
A
University of Puget Sound trustee explained why he voted in favor of
selling the law school, saying he made the decision as a trustee for both
the law school and university and believed he had acted in the best interests
of both.
381
Another University of Puget Sound trustee took the News
Tribune to task for its “inordinately negative bias” and “vitriolic critique
of our capable, dedicated president.”
382
Most of the letters expressed opposition to the sale, with many
reiterating the same points already made in the seemingly endless series
of articles and editorials,
383
but there were some new insights. For
376. Chris Britt, Editorial Cartoon, NEWS TRIB., Dec. 4, 1994, at F4.
377. Id.
378. See Back Talk, Is UPS Law School Sale a Betrayal of Tacoma?, N
EWS TRIB., Nov. 11,
1993, at B1.
379. See Back Talk, Law School Sale a Harsh Slap in Tacoma’s Face, Callers Say, N
EWS TRIB.,
Nov. 13, 1993, at B1.
380. See Donald M. Carmichael, Letter to the Editor, Law School Will Thrive Under Seattle U,
N
EWS TRIB., Dec. 15, 1993, at A17.
381. See Troy M. Strong, Letter to the Editor, Trustee Explains Vote for Law School Move, N
EWS
TRIB., Dec. 13, 1993, at A9.
382. See Eastman, supra note 301.
383. See, e.g., Milton Schwarz, Letter to the Editor, Where Is Benefit in Law School Sale?, N
EWS
TRIB., Dec. 5, 1993, at F5 (asserting that President Pierce must have had an ulterior motive in selling
the law school); Janet Ash, Letter to the Editor, Law School Sale: Arrogance and Ignorance, N
EWS
2023] What’s Past Is Prologue 827
example, one author, a University of Puget Sound law alumnus and the
president of the Tacoma-Pierce County Bar Association, urged President
Sullivan and Dean Carmichael to maintain a joint campus in Tacoma,
suggesting that Tacoma was a far more beneficial place for law students
than Seattle would be.
384
The Pierce County Prosecutor asserted that
lawyers in the region had donated over $1 million to University of Puget
Sound based on a promise of permanent access to a first-class law library
in downtown, making the sale unethical and immoral, if not outright
illegal.
385
He also claimed that many local law firms were vowing to cease
hiring graduates of the new Seattle University School of Law.
386
One
commentator claimed that the city had given University of Puget Sound a
$400,000 discount on the amount owed during the closeout of the Law
Center project in 1988 and accused the trustees of violating their pledge to
develop a permanent site for the law school.
387
Another stressed the public
service and collective achievements of the law school’s graduates and
questioned how the law school, with its notable academic and financial
success, could be seen as standing in the way of the university achieving
its undergraduate liberal arts mission.
388
A University of Puget Sound
professor argued that the sale was not a done deal,
389
claimed that pressure
was mounting to oust President Pierce, and predicted a vote of no
confidence that spring,
390
a prediction which another professor labeled as
“pure moonshine and wishful thinking.”
391
A retired judge with the
Washington State Court of Appeals, Division II, detailed how the court
would lose various benefits that were assured to it when it moved to
become a tenant in the Law Center, including access to the law library,
regular meetings between judges and the dean and faculty, the opportunity
for judges to guest lecture or adjunct teach at the law school, and student
TRIB., Nov. 18, 1993, at A7 (criticizing President Pierce for her leadership style and failure to
recognize the importance of community and citizenry to an institution’s mission); Richard D.
Robinson, Letter to the Editor, UPS Law Sale Isn’t a Done Deal, N
EWS TRIB., Nov. 24, 1993, at A11
(claiming the process followed by the trustees violated the UPS faculty by-laws).
384. See Michael J. McKasy, Letter to the Editor, Retain Law School Campus in Tacoma, N
EWS
TRIB., Nov. 15, 1993, at A9.
385. See John W. Ladenburg, Letter to the Editor, University of Puget Sound Broke Faith with
Legal Community, N
EWS TRIB., Dec. 19, 1993, at G5.
386. See id.
387. See Tim Strege, Letter to the Editor, UPS Decision Violates Public Trust, N
EWS TRIB., Dec.
7, 1993, at A19.
388. See Bryan Chushcoff, Letter to the Editor, UPS Doesn’t Make the Case for Sale, N
EWS
TRIB., Nov. 24, 1993, at A11.
389. See Robinson, supra note 383.
390. See Richard D. Robinson, Letter to the Editor, Law School Sale Likely to Be Blocked, N
EWS
TRIB., Jan. 23, 1994, at F5.
391. See Mott T. Greene, Letter to the Editor, UPS Is Not a Jobs Program for City, N
EWS TRIB.,
Feb. 2, 1994, at A9.
828 Seattle University Law Review [Vol. 46:773
attendance at court sessions.
392
And, finally, there was the letter writer who
pronounced “good riddance,” saying that the last thing the area needed
was more lawyers.
393
As the days and weeks wore on, Dr. Weyerhaeuser tried to stem the
bleeding, authoring an open letter on behalf of the Board of Trustees to the
many citizens, law alumni, downtown businesspeople, and members of the
Tacoma legal community who had written or called to express their
opinions about the transfer of the law school from University of Puget
Sound to Seattle University.
394
But some community members weren’t
done fighting for “their” law school, claiming the deal could still be
undone.
395
E. Attempts to Upend the Sale
A group of Tacoma citizens, some of whom had written critical
letters to the editor, formed a committee called Save our University Law
School (SOULS).
396
The five-member citizens group was led by Chuck
Granoski, Jr., the local lawyer and University of Puget Sound Law
alumnus who was so upset about the sale.
397
The group demanded that the
trustees fire President Pierce and reverse the sale of the law school, which
they viewed as a betrayal of Tacoma.
398
They also appeared at a meeting
in January with Mayor Hyde and the Tacoma City Council, where they
urged the council to take several actions, including conducting a review of
the legality of the sale, developing a strategy for approaching University
of Puget Sound to undo it, applying pressure to have community
representation on the University of Puget Sound Board of Trustees,
passing a resolution denouncing the sale, insisting that University of Puget
Sound fund the cost of upgrading the Pierce County Law Library, and
entering into talks with the UW to explore offering law classes at the
392. See Edward P. Reed, Letter to the Editor, UPS Misled Appeals Court into Relocating to
Downtown Site, N
EWS TRIB., Jan. 3, 1994, at A7.
393. See Graci Jackson, Letter to the Editor, Good Riddance to Lawyer-Producing School, N
EWS
TRIB., Dec. 8, 1993, at A11.
394. See Letter from William T. Weyerhaeuser, Chairman, Univ. of Puget Sound Bd. of Tr. (Dec.
16, 1993) (on file with Seattle Univ. Law Library).
395. See, e.g., Callaghan, supra note 59.
396. See Memorandum from Donald Carmichael, Acting Dean, Univ. Puget Sound Sch. of L.,
to Univ. Puget Sound Sch. of L. (Dec. 2, 1993) (on file with Seattle Univ. Law Library).
397. See Steve Maynard, New Group Can’t Halt Law School Sale, Trustees Say, N
EWS TRIB.,
Dec. 3, 1993, at B5.
398. Id.
2023] What’s Past Is Prologue 829
coming branch campus.
399
Despite this litany of demands, nothing came
of their efforts.
400
A more surprising political development arose in February 1994
when House Speaker Brian Ebersole (D-Tacoma) and Speaker Pro Tem
Ron Meyers (D-Gig Harbor) introduced a last-minute bill in the
Washington State Legislature that would have allowed local government
to tax the sale of a law school within the state at up to one hundred percent
of the sale price.
401
Speaker Ebersole said he found the secrecy
surrounding the sale deplorable,
402
while Representative Meyers referred
to the law school sale as “theft by contract.”
403
Their goal in putting
forward the bill was to prompt University of Puget Sound and Seattle
University officials to come to Olympia to discuss options other than
moving the law school to Seattle.
404
The introduction of a bill aimed at defeating Seattle University’s
acquisition of the law school greatly perturbed President Sullivan, who
accused Speaker Ebersole of political grandstanding.
405
The effort to
upend the sale was also the subject of a critical Seattle Times editorial,
which described the bill as “flagrant legislative mischief” and “an abusive
use of local tax empowerment.”
406
Ebersole ultimately withdrew the
proposed legislation after fellow legislators and the governor convinced
him that there was no chance he could get it through the legislature.
407
399. See Linda Woo, Council Asked to Act in UPS Sale, NEWS TRIB., Jan. 12, 1994, at B2; see
also Editorial, An Activist Response to Loss of Law School, N
EWS TRIB., Jan. 17, 1994, at A6
(encouraging the City Council to act on the group’s recommendations).
400. Later that spring, the SOULS group tried again, this time challenging UPS’s request to the
Washington Higher Education Facilities Authority to sell $5 million worth of bonds for campus
construction projects. SOULS argued that the university had broken its pledge to maintain the law
school in Tacoma and could not be trusted to meet its commitments to government agencies. See State
OKs $5 Million in UPS Bond Sales for Construction, N
EWS TRIB., April 5, 1994, at B2. This, too, was
a losing effort, and the bond sale was approved by the state. See id.
401. See Tax the Sale of a Popular Law School?, S
EATTLE TIMES, Feb. 7, 1994, at B3; see also
Lily Eng, Seattle U. President Upset with Law-School Bill—Ebersole Is Chided for His Legislative
Efforts to Cripple UPS Sale, S
EATTLE TIMES, Feb. 11, 1994, at B4.
402. See Eng, supra note 401.
403. See Editorial, UPS Law-School Bill Is Tax Mischief at Its Worst, S
EATTLE TIMES, Feb. 8,
1994, at B4 [hereinafter Tax Mischief Editorial].
404. See The Nose, 2 Lawmakers Seek Law School Sales Tax—100 Percent of Cost, N
EWS TRIB.,
Feb. 4, 1994, at B1.
405. See Steve Maynard, Seattle U. Head Blasts Law School ‘Politics’, N
EWS TRIB., Feb. 11,
1994, at B8. Ebersole responded to the criticism by stating that President Sullivan was “a Seattleite
who doesn’t understand the loss that Tacoma and Pierce County feel over the loss of the law school.”
See id.
406. See Tax Mischief Editorial, supra note 403.
407. See Eng, supra note 401.
830 Seattle University Law Review [Vol. 46:773
F. UW to the Rescue?
While these undercurrents were flowing throughout the city, the
University of Washington was preparing to take advantage of the situation
by considering whether it might be able to fill the gap created by the
eventual departure of the law school from Tacoma.
408
UW officials
expressed an interest in bringing legal clinics, law library services, and
perhaps even law classes to downtown Tacoma, with UW Law Dean
Wallace Loh stating that UW had an obligation to serve the Pierce County
legal and business communities.
409
UW President William Gerberding
allowed the exploration to go forward, and several Pierce County
legislators, including Speaker Ebersole, were in conversations with UW
officials about the possibilities and whether legislative funding might be
made available.
410
Additionally, these leaders noted that UW’s new branch
campus in Tacoma would be completed by the time the law school
departed for Seattle, making it an ideal location to host law classes and
programs.
411
Although nothing more came of these efforts at the time, they
did lay the groundwork for a renewed but unsuccessful attempt several
years later to locate a new South Sound law school at UW-Tacoma.
412
G. President Pierce Responds
While the Puget Sound Board of Trustees made the legal decision to
sell the law school, President Pierce herself faced much of the criticism
regarding the sale.
413
In the tumultuous days, weeks, and months that
followed the announcement, she remained stoic in the face of seemingly
unrelenting criticism, adopting the mindset that she was doing precisely
the job she had been hired to do by the Board.
414
President Sullivan came
to her defense, stating, “I tremendously respect her ability and her
determination. . . She’s being pummeled by certain people. It takes vision
408. See Maynard, supra note 358.
409. See id.
410. See id.
411. See id.
412. The move of the law school from Tacoma to Seattle in the summer of 1999 caused some
Tacoma lawyers and judges to lobby UW-Tacoma to start a law program on its campus, but Vicky
Carwein, the UW-Tacoma Chancellor, dashed those hopes, at least in the short term, stating that there
were other more pressing new programs that needed to be addressed. See Roberto Sanchez, Home—
for the First Time—After a Frenzied Effort, and After a Multitude of Obstacles, Seattle University Law
School’s On-Campus Building Will Open Monday, S
EATTLE TIMES, Aug. 20, 1999, at B1. Carwein
did, however, agree to put together a working group, to include representatives from UW-Tacoma, the
UW’s law school, and Tacoma area lawyers, to explore the issue. See id.
413. See, e.g., Maynard, supra note 397 (describing demands by the SOULS group that President
Pierce be fired); Callaghan, supra note 59 (claiming that President Pierce was endangering Phil
Phibbs’ legacy).
414. Electronic Interview with Susan Resneck Pierce, supra note 84.
2023] What’s Past Is Prologue 831
and courage to make a decision like that.”
415
Lowry Wyatt, a long-time
trustee and former board chair, thought she was being unfairly criticized:
“She’s being charged with carrying the dirty end of the stick here. . . This
was a board move.”
416
And in response to calls for her termination, Justice
Dolliver, vice chair of the Board, reiterated publicly on more than one
occasion that she had the Board’s full support.
417
Although expressing surprise at the fierceness of the negative
reaction, President Pierce allowed that those who criticized her were free
to do so, and she remained steadfast in her resolve, declaring, “I continue
to believe the decision was the right one and the process was the only one
we [could] follow.”
418
She worked diligently to keep the public focused
on the positive, reminding all who would listen that the university’s
position had never been stronger in terms of number of applications,
student quality, and fundraising success.
419
Privately though, the
experience was a painful one and difficult for her to get through.
420
Dr.
Pierce’s late husband was her most important support during this time; she
described how he would monitor the local newspaper and warn her when
another critical editorial had come out.
421
She also benefited greatly from
the support of the Board, particularly Dr. Weyerhaeuser and Mr. Wyatt,
who provided advice and counsel and accompanied her as she faced down
disgruntled constituencies.
422
President Pierce ultimately chose to respond to the criticism by
stepping above the regional fray and making her case to a national
audience: her colleagues in higher education. On April 6, 1994, as the dust
had finally begun to settle on the sale, she authored an opinion piece in the
Chronicle of Higher Education.
423
In that essay, she described the events
surrounding the sale of the law school and framed the Board’s decision as
falling squarely within current higher education thinking, to wit
institutions should “restructure themselves to focus on what they do
best.”
424
She explained how UPS had been proven right in zealously
415. See Eng, supra note 119.
416. See Maynard, supra note 397.
417. See id.
418. See Eng, supra note 36.
419. See Popham, supra note 299.
420. Electronic Interview with Susan Resneck Pierce, supra note 84. Mr. Matelich was of the
view that the unfair and vitriolic criticism of Dr. Pierce shortened her tenure as president. See
Electronic Interview with George Matelich, supra note 167.
421. Electronic Interview with Susan Resneck Pierce, supra note 84.
422. Id.
423. Susan Resneck Pierce, Opinion, A College Must Be Clear About Its Mission, C
HRON.
HIGHER EDUC., Apr. 6, 1994 (on file with Seattle Univ. Law Library), reprinted in NEWS TRIB., Apr.
10, 1994, at C2.
424. See id.
832 Seattle University Law Review [Vol. 46:773
pursuing its liberal arts mission over the preceding years: better and more
applicants, higher selectivity, students drawn from across the nation,
excellent student retention, and a growing endowment. She also counseled
her colleagues in higher education to follow her university’s lead by
courageously implementing their institutions’ own missions and resisting
external community forces that are not mission-driven and student-
focused.
425
President Pierce received a positive national response to her essay,
with calls coming in from fellow presidents and administrators across the
country.
426
However, as expected, the local reaction was not so favorable.
The News Tribune published an editorial accusing her of trying to restore
her reputation within the national higher education community but doing
so at the expense of reopening wounds with the Tacoma community. In
addition, the editorial took her to task for failing to admit to any mistakes
or flaws in selling the law school.
427
Former Dean Bond also responded,
questioning President Pierce’s honesty and challenging her claim that the
university had invested $11 million of its own resources in the law
school.
428
These critiques prompted an extended round of “tit for tat,” with
425. See id.
426. Electronic Interview with Susan Resneck Pierce, supra note 84.
427. See Peter Callaghan, Editorial, UPS President’s Article Reopens Wounds from Sale of Law
School, N
EWS TRIB., Apr. 5, 1994, at A7; see also Editorial, Missing the Point on Law School’s Sale,
N
EWS TRIB., Apr. 10, 1994, at C4 (stating that President Pierce’s post mortem on the sale revealed a
great deal more about her than about the subject of the piece and accusing her of trivializing and
distorting the community’s concerns).
428. See James E. Bond, Letter to the Editor, UPS President Pierce’s Defense of Law School
Sale Is ‘Artfully Contrived’ Explanation, N
EWS TRIB., Apr. 20, 1994, at A9. Bond asserted that
University of Puget Sound had largely reimbursed itself for Law Center-related expenses in the form
of required overhead payments from the law school to the university, such that the total university
investment in the law school over the years was closer to $5 million. See id.
2023] What’s Past Is Prologue 833
vigorous responses from President Pierce’s supporters
429
and criticism
430
and praise
431
for the former dean.
VI. CREATING SEATTLE UNIVERSITY SCHOOL OF LAW
While President Pierce and University of Puget Sound were
managing the continuing controversy surrounding the announcement of
the sale, those of us in the law school were coming to terms with the
immense amount of work needed to make the “transfer of sponsorship” a
reality. In reflecting back on his time as Acting Dean, Don Carmichael
recalled workdays of at least twelve hours and often much longer for
months on end, with frequent trips to and from Seattle.
432
He would go
into the office regularly at 4:00 a.m. to have a block of time to get things
done before the phones started ringing, work that he described as “intense
but also highly satisfying.”
433
In those early days of the transition, Professor John La Fond provided
Dean Carmichael with a confidential memo containing advice he had
received on how to approach an acquisition from a business world
perspective, including the need to maintain a civil relationship with the
selling entity and to prioritize preserving and running the asset well for the
benefit of the new owner.
434
Professor La Fond also created a useful but
429. A University of Puget Sound trustee emphasized that the sale was a board decision and
Pierce had carried out trustee policy as any competent administrator would. He also lauded Pierce’s
strong commitment to educational excellence and attributed the university’s growing national
reputation to its willingness to make hard and unpopular decisions. See Troy M. Strong, Letter to the
Editor, UPS President Has Trustees’ Full Support, N
EWS TRIB., Apr. 14, 1994, at A15. Another trustee
sought to set the record straight, noting that while the community had been helpful in bringing the law
school to downtown, University of Puget Sound (rather than the community) had financed the Law
Center. See P.K. Wallerich, Letter to the Editor, Community Didn’t Finance Law Center, N
EWS TRIB.,
Apr. 29, 1994, at A13.
430. A University of Puget Sound professor strongly criticized Bond for his letter, accusing him
of making unsupported allegations against President Pierce and suggesting that a principled person
with his views of the transaction would resign from the institution rather than make defamatory public
statements. See Mott T. Greene, Letter to the Editor, UPS Prof Makes Unsupported Allegations, N
EWS
TRIB., May 5, 1994, at A11. Another asserted that Bond’s personal attack on President Pierce was
sexist and sent the message that women leaders were untrustworthy and greedy. See Joshua Kay, Letter
to the Editor, Personal Attack on Pierce Is Unwarranted, N
EWS TRIB., May 6, 1994, at A13.
431. A retired local judge defended former Dean Bond, describing him as the moving force
behind the success of the law school and Law Center through his leadership and interactions with the
legal community. See Stanley W. Worswick, Letter to the Editor, Bond Turned Law School into an
Asset, N
EWS TRIB., May 11, 1994, at A13. And a law student suggested that University of Puget Sound
should defend its decision to sell the law school on the merits rather than bashing Bond. See Dan’l W.
Bridges, Letter to the Editor, UPS: Argue About Facts, Not Personalities, N
EWS TRIB., May 12, 1994,
at A7.
432. See Carmichael, supra note 115, at 7.
433. See id.
434. See Memorandum from John La Fond, Professor, Univ. of Puget Sound Sch. of L., to
Donald Carmichael, Acting Dean (Nov. 11, 1993) (on file with Seattle Univ. Law Library).
834 Seattle University Law Review [Vol. 46:773
daunting inventory of the numerous tasks facing the law school
community, which included: seeking and maintaining ABA accreditation;
implementing the provisions of the purchase and sale agreement;
determining compensation and benefits for faculty and staff; ensuring
continuity of law school programs and the curriculum; maintaining high-
quality student services; integrating the law school into Seattle University;
managing public relations; and conducting fundraising for the new
building.
435
Dean Carmichael asked that all transition-related matters go through
him and his leadership team, which consisted of Associate Dean Joan
Watt, Associate Dean Deming, Library Director Anita Steele, and
Professor David Boerner (Academic Chair).
436
To ensure that students had
their concerns addressed, Dean Carmichael announced the creation of the
Student Affairs Transition Committee, comprised of students, faculty,
staff, and alumni.
437
This committee gave voice to the students and
allowed them to contribute their creativity and ideas to the transition
process.
438
Dean Carmichael also put together a set of Faculty Transition
Committees to work on matters such as accreditation, compensation and
benefits, budget, faculty integration, admissions and student recruitment,
student relations, and staff transition.
439
What followed were hundreds of
transition-related meetings, both internal to the law school and with
various Seattle University administrators, including President Sullivan.
440
Dean Carmichael mandated strict control over the release of internal
data given that negotiations would be ongoing over certain aspects of the
purchase and sale transaction.
441
The complex due diligence process began
almost immediately, requiring that law school administrators gather and
provide large amounts of information in the form of lists and documents
so that Seattle University could ascertain the law school’s assets,
435. See Memorandum from John La Fond, Professor, Univ. Puget Sound Sch. of L., to Donald
Carmichael, Acting Dean (Nov. 15, 1993) (on file with Seattle Univ. Law Library).
436. See Memorandum from Donald Carmichael, supra note 250.
437. See Memorandum from Donald Carmichael, Acting Dean, Univ. of Puget Sound Sch. of
L., to All Students at the Law School, Student Affairs Transition Committee (Nov. 19, 1993) (on file
with Seattle Univ. Law Library); see also Donald Carmichael, Message from Dean Carmichael,
P
UGET SOUND REP., Nov. 15, 1993, at 3 (on file with Seattle Univ. Law Library).
438. See Memorandum from Donald Carmichael, supra note 437; see also Carmichael, supra
note 437.
439. See Memorandum from Donald Carmichael, Acting Dean, Univ. of Puget Sound Sch. of
L., to All Faculty, Proposed Structure and Membership for Faculty Transition Committees (Nov. 19,
1993) (on file with Seattle Univ. Law Library).
440. See Memorandum from Donald Carmichael, supra note 250.
441. See Memorandum from Donald Carmichael, Acting Dean, Univ. of Puget Sound Sch. of
L., to All Faculty & Staff, Need for Control over Our Internal Data (Nov. 18, 1993) (on file with
Seattle Univ. Law Library).
2023] What’s Past Is Prologue 835
obligations, and liabilities.
442
The requested data included information on
University of Puget Sound restricted endowments, personal property
leases, contracts for goods and services, accounts payable, intangible
property, inventories of all law school assets that were to be transferred as
part of the sale or excluded from the sale, employment information on all
persons employed by the law school, student-related data, etc.
443
Law
school administrators provided these reams of data on a remarkably
accelerated timeline, with much of it produced by December 8—exactly
one month after the announcement of the sale.
444
A. Winning Hearts and Minds
Over the next several months, under President Sullivan’s direction,
Seattle University set about winning the hearts and minds of the law
school’s faculty, staff, and students. According to Dr. Virginia Parks, a
Seattle University administrator who played a major role in the transition,
President Sullivan could have been the CEO of a Fortune 500 company in
that he was a brilliant strategist and knew precisely what needed to happen
to make the acquisition a success.
445
From the very beginning, he
understood that the venture would fail unless the law faculty came along,
literally and figuratively.
446
And so, President Sullivan carried forward
plans to locate a beautiful new law school building in the heart of the
campus, and he approached every issue that came up, including thorny
questions around compensation and benefits, from the perspective of what
would make these new members of the Seattle University community
happy and confident in the future of the law school.
447
Very early in the
transition, he also arranged for intimate luncheons to be held at Dean
442. See Memorandum from Donald Carmichael, Acting Dean, Univ. of Puget Sound Sch. of
L., to All Relevant Law School Departments & Operations (Nov. 26, 1993) (on file with Seattle Univ.
Law Library). The gathering of this information as part of the due diligence process surfaced
significant questions as to whether University of Puget Sound was retaining certain funds that, by
right, should have belonged to the law school (and therefore Seattle University). These included gift
endowments given by donors for the benefit of the law school, as well as the law school’s share of
federal Department of Education (DOE) funds granted to the university to assist law students. See
Memorandum from Joan Watt, Assoc. Dean, Seattle Univ. Sch. of L., to Donald Carmichael, Acting
Dean, Law School Assets—Some Questions (Feb. 14, 1995) (on file with author). After four long
years of advocacy led by Joan Watt, the law school eventually won the battle with University of Puget
Sound, and in 1999 the DOE restored the monies the law school had lost at the time of the transfer.
See S
EATTLE UNIVERSITY SCHOOL OF LAW DEAN’S NEWSLETTER 2 (1999) (on file with author).
443. See Memorandum from Donald Carmichael, supra note 442, at 2–5.
444. See Memorandum from Donald Carmichael, Acting Dean, Univ. of Puget Sound Sch. of
L., to All Departments, Due Diligence Materials—Follow-up Memo (Dec. 6, 1993) (on file with
Seattle Univ. Law Library).
445. Telephone Interview with Virginia Parks, supra note 7.
446. Id.
447. Id.; see also Interview with John Eshelman, supra note 142.
836 Seattle University Law Review [Vol. 46:773
Carmichael’s house so the faculty could begin to get to know President
Sullivan and his senior administrators in a small group setting.
448
President Sullivan tasked John Eshelman, the provost, and Dr.
Virginia Parks, a tenured faculty member in the business school and
former Chief Financial Officer, with taking the lead on the transition. Their
charge was to help the law school feel welcomed and an integral part of
the university, which entailed them driving down to Tacoma on a weekly
and sometimes daily basis to engage and spend time with Dean Carmichael
and the faculty and staff, and to discuss and answer the endless array of
questions and issues that bubbled up.
449
As this process went forward and Dean Carmichael got to know
President Sullivan and the administrators at Seattle University, he would
frequently inform the faculty and staff of his favorable assessment,
referring in memos to the honesty, candor, good faith, and cooperation he
was experiencing from the Seattle University leadership team.
450
For their
part, Dr. Eshelman and Dr. Parks engaged in some difficult conversations
with law faculty who were worried about the university’s religious
affiliation and the related questions of freedom of speech and inquiry, with
this issue seeming to be most pronounced among the lapsed Catholics.
451
According to Dr. Parks, the Catholic/Jesuit question was often couched in
terms of whether the classrooms would contain crosses, to which she was
able to answer that in all her years of teaching at Seattle University, she
had never seen or taught in a classroom that had a cross on the wall, and if
such a thing were to happen, President Sullivan would have the cross
removed.
452
A related question was whether the university would control
or change the way the faculty taught, and again, President Sullivan,
directly or through his leadership team, would answer “no.”
453
In this way,
he reassured the law school community that the university was strongly
committed to academic freedom.
454
448. Carmichael, supra note 115, at 7.
449. Telephone Interview with Virginia Parks, supra note 7; see also Interview with John
Eshelman, supra note 142.
450. See, e.g., Memorandum from Donald M. Carmichael, Acting Dean, Univ. of Puget Sound
Sch. of L., to All Law School Faculty & Staff (Except for Maintenance, Custodial & Security
Personnel, Who Will Remain Permanently Employed by U.P.S.) (Nov. 29, 1993) (on file with Seattle
Univ. Law Library) (stating that the law school was “entering into an institutional climate that
engenders reciprocal trust and respect”). In looking back many years later, Dean Carmichael made a
point of stating how different this treatment was from what he experienced at the hands of University
of Puget Sound administrators. See Carmichael, supra note 115, at 3.
451. Interview with John Eshelman, supra note 142.
452. Telephone Interview with Virginia Parks, supra note 7.
453. Id.
454. Id.
2023] What’s Past Is Prologue 837
In order to win the hearts and minds of all the faculty, Seattle
University also needed to connect with the faculty members who were part
of a solid conservative intellectual tradition within the law school and for
whom Seattle University’s focus on social justice was not a comfortable
fit.
455
Dr. Eshelman noted the inherent tension in the university’s approach
to this issue, which was to respect these faculty members’ views and
“allow the law school to be the law school,” and yet ensure that everyone
understood that the law school needed to fit within the university’s overall
mission and vision.
456
One way to work through these issues was via the
creation of a new mission statement for the law school, an effort led by
Father John Topel.
457
Just as President Sullivan and other university officials regularly
traveled down to Tacoma to meet with their new colleagues, law faculty
and administrators began to make trips up to Seattle to meet and get to
know their counterparts at Seattle University. Professor Shapiro recalled
that while many of the faculty were understandably focused on the details
of the sale and its implementation, she chose to look ahead and focus on
how the law school might fit in, which meant she quickly began to build
relationships with her colleagues in Seattle.
458
Professor Enquist had
initially taught on the University of Puget Sound main campus before
coming to the law school and was excited to once again participate in the
intellectual life of a university campus.
459
She took advantage of the
lunches set up for her by Seattle University with the English Department
and had initially been surprised to discover just how wary the rest of the
faculty were of having the law school join the university.
460
They had
concerns that the law school would fundamentally alter the nature of the
university, especially with the influx of faculty who were also lawyers, but
she found the meetings became more positive when the main campus
faculty realized that bringing the law school on board would result in an
increase in retirement benefits for all Seattle University employees.
461
In terms of winning over the students, the announcement of a tuition
increase of 5.4% for academic year 1994–95 (far less than the previous
year’s 10.6% increase and the lowest increase in fourteen years) and a 24%
increase in student scholarship support went a long way in gaining student
455. Interview with John Eshelman, supra note 142.
456. Id.
457. Interview with John Topel, supra note 141.
458. See Email from Julie Shapiro, supra note 209.
459. Telephone Interview with Anne Enquist, supra note 196.
460. Id.
461. Id.; see infra text accompanying note 467.
838 Seattle University Law Review [Vol. 46:773
support for the transition.
462
The announcement of an average pay increase
of 4% heartened the law faculty, as did Seattle University’s efforts to hire
a tenure-track professor of color to join the law school.
463
The faculty and
staff also appreciated Seattle University’s willingness to release to them
those portions of the confidential purchase and sale agreement that dealt
with compensation, benefits, and governance matters.
464
Seattle
University leadership even invited the law faculty to the campus for a joint
reception and dinner with Seattle University administrators that first
spring,
465
an invitation that had never, at least in my experience, come our
way from University of Puget Sound. Professor Boerner (who was Dean
Carmichael’s righthand person in the transition) perhaps summed up our
changed circumstances best: “If every boat has to be on its own bottom, I
want to be in President Sullivan’s boat.”
466
B. Attending to Compensation and Benefits
Seattle University took great care to ensure that the law school
faculty and staff would receive equivalent compensation and benefits, as
had been promised with the announcement of the sale. While one of the
motivating factors may have been fairness to the employees whose
professional and personal lives had been upended by the sale, this was also
part of President Sullivan’s larger plan to incentivize the faculty and staff
to accept the offers of employment from Seattle University. Those same
individuals had been instrumental in creating the law school’s regional
reputation, and that goodwill was, of course, a large part of what Seattle
University was purchasing.
Within a couple of weeks of the announcement of the sale, Dr.
Eshelman sent a letter to the home of each law faculty and staff member
to provide basic information and reassurance about employment matters
and to collect information on any individual issues that needed to be
addressed.
467
The letter summarized several important points for the new
employees: 1) base salaries would be honored by Seattle University, with
faculty and staff raises to be addressed as part of the next law school
462. See Steve Maynard, UPS Law School Tuition to Increase 5.4 Percent Under Seattle U. in
Fall, N
EWS TRIB., Mar. 2, 1994, at B1.
463. See id.
464. See Memorandum from Donald Carmichael, Acting Dean, Univ. of Puget Sound Sch. of
L., to Law School Faculty & Staff (Feb. 17, 1994) (on file with Seattle Univ. Law Library).
465. See Memorandum from Linda Hanson, Vice President for Univ. Advancement, Seattle
Univ., to William J. Sullivan, Len Beil, Donald Carmichael, Hank Durand, John Eshelman, Virginia
Parks, Denis Ransmeier & Joan Watt, Seattle Univ., Law School Dinner (Feb. 21, 1994) (on file with
Seattle Univ. Law Library).
466. See Memorandum from Donald Carmichael, Acting Dean, Univ. of Puget Sound Sch. of
L., to All Faculty & Staff (Jan. 21, 1994) (on file with Seattle Univ. Law Library).
467. See Memorandum from Donald Carmichael, supra note 450.
2023] What’s Past Is Prologue 839
budgeting process; 2) all significant faculty rights contained within the
University of Puget Sound Faculty Code would be preserved under Seattle
University; 3) employee benefits, except retirement benefits, would
remain substantially equivalent; 4) nearly equivalent retirement benefits
would be provided by Seattle University, with an upward adjustment of
after-tax salaries to make up any difference; 5) post-retirement medical
benefits would continue to be provided by University of Puget Sound for
those who were currently receiving them; 6) eligibility for tuition cash
grants (for dependent children) would continue with Seattle University;
and 7) University of Puget Sound and Seattle University would develop a
tuition exchange agreement to permit law school employees and their
dependents to continue taking advantage of University of Puget Sound
tuition remission and exchange programs.
468
The letter from Dr. Eshelman
also included a Human Resources questionnaire asking each employee to
indicate whether they intended to transfer their employment relationship
to Seattle University and provide information on their current University
of Puget Sound-sponsored medical insurance and/or retirement
program.
469
One of the most important initiatives undertaken in the immediate
aftermath of the announcement of the sale was the work of the
Compensation & Benefits Committee, chaired by Professor John La Fond
of the law school, with Dr. Parks representing Seattle University on these
matters. The list of topics and concerns the committee tackled was
daunting—more than thirty items, including such matters as
compensation, tenure and teaching loads, vacation and sick leave benefits,
access to recreational facilities and athletic events, health care, dental
plans and other insurance matters, sabbaticals, tuition remission benefits,
and professional expense accounts.
470
The motivating concern for this
committee was to ensure that important faculty and staff employee
benefits, previously available under University of Puget Sound, were a
part of the committee’s discussion and ultimately included as terms of
employment in the written offer from Seattle University to law faculty and
staff.
471
This work was also essential in detailing the items relating to
compensation and benefits that would require the ongoing cooperation and
assistance of UPS, such that those items were memorialized in the final
468. See id.
469. See id.
470. See Memorandum from John La Fond, Comp. & Benefits Comm. Chair, Univ. of Puget
Sound Sch. of L., to Law School Staff Members (Dec. 1, 1993) (on file with Seattle Univ. Law
Library).
471. See Memorandum from Kelly Kunsch, Comp. & Benefits Comm. Member, Univ. of Puget
Sound Sch. of L., to Law School Staff Members (Dec. 1, 1993) (on file with Seattle Univ. Law
Library).
840 Seattle University Law Review [Vol. 46:773
agreement between the two universities.
472
In addition, the law school’s
Law Library and University of Puget Sound’s Collins Memorial Library
needed to create a working agreement between them to cover the period
between the transfer of sponsorship in 1994 and when the law school
would move to its new home on the Seattle University campus in 1999.
473
The issues and concerns taken up by the Compensation & Benefits
Committee were very real, especially for the staff. Regarding job security,
what assurances existed that any given job would remain when the law
school moved to Seattle in five years’ time?
474
How would the
categorization of staff positions as exempt or non-exempt translate
between the two institutions?
475
Would Seattle University’s less generous
vacation accrual policy be applied to law school staff?
476
Would accrued
vacation and sick leave carry over to Seattle University, or would the
accruals be lost?
477
How would Seattle University make up for its
substantially less generous retirement plan when compared to UPS?
478
How would differences between the two universities in tuition remission
benefits for employees and their dependents be handled?
479
The latter
question was particularly important to the many staff members who had
taken lower-paying positions at University of Puget Sound in order to
access free higher education for themselves and their families.
480
And on
the matter of inclusion, Professors Shapiro and Kellye Testy requested a
nondiscrimination policy for employment and admissions that included
sexual orientation.
481
They also asked that eligibility for benefits for family
members be more broadly defined to include partners of lesbian and gay
employees as well as their dependent children.
482
472. See Memorandum from John La Fond, Comp. & Benefits Comm. Chair, Univ. of Puget
Sound Sch. of L., to Faculty & Staff, Checklist for Your Review (Dec. 14, 1993) (on file with Seattle
Univ. Law Library) (detailing such items as tuition remission at University of Puget Sound for faculty,
staff, and their dependents, access to University of Puget Sound tuition exchange programs, main
campus library privileges, and free access to University of Puget Sound athletic events).
473. See Memorandum from Anita Steele, L. Libr. Dir., Univ. of Puget Sound, to Marilyn
Mitchell, Collins Mem’l Libr. Dir., Univ. of Puget Sound, Letter of Agreement Between the Law
Library and Collins Library (Dec. 1, 1993) (on file with Seattle Univ. Law Library).
474. See Memorandum from Kelly Kunsch, Comp. & Benefits Comm. Member, Univ. of Puget
Sound Sch. of L., to Benefits Comm. and Staff Members, Results of Inquiry Concerning Staff Benefits
2 (Dec. 6, 1993) (on file with Seattle Univ. Law Library).
475. See id.
476. See id.
477. See id. at 3.
478. See id.
479. See id. at 2.
480. See id.
481. See Memorandum from Julie Shapiro & Kellye Testy, Professors, Univ. of Puget Sound
Sch. of L., to Benefits Comm. (Dec. 8, 1993) (on file with Seattle Univ. Law Library).
482. See id.
2023] What’s Past Is Prologue 841
One of the biggest issues taken up by the Compensation & Benefits
Committee concerned the significant difference in employee retirement
benefits between the two universities. At that time, Seattle University had
a 3% employee contribution and 7% employer match retirement program,
whereas University of Puget Sound made employer contributions of 10%
for non-exempt staff and 12% for exempt staff and faculty, with no
employee contribution required.
483
Seattle University eventually agreed to
change its retirement plan for all its employees, both law school and non-
law school, to a 10% employer contribution, with no required employee
contribution, and a one-time salary bump of 2–3% for law faculty and
exempt staff to make up for the lower employer contribution and the tax
consequences of the one-time increase.
484
This was a strategic move on
President Sullivan’s part because it made former University of Puget
Sound employees whole while providing a more generous retirement plan
for current Seattle University employees, giving the latter a reason to be
pleased that the law school was joining the university.
Another issue concerned faculty eligibility for early retirement
benefits—a plan that University of Puget Sound had but Seattle University
did not. The proposed resolution was to retain the early retirement
provision for current law faculty but not for those hired after the
sponsorship change was effective.
485
While several matters had been
referred to future joint committees for consideration, the general approach
followed by Seattle University was to endeavor to satisfy the concerns of
the law school faculty and staff and to make them whole or nearly so. Thus,
law staff would be permitted to carry over accumulated vacation and sick
leave time and maintain their seniority by counting their years of
employment at University of Puget Sound as years of employment at
Seattle University; faculty would be accommodated through special
provisions in the Seattle University Faculty Handbook, allowing for
different faculty promotions and tenure timelines from the main campus;
and the law school would be allowed to maintain its semester system
although Seattle University was (and is) on a quarter system.
486
483. See Memorandum from John La Fond, Comp. & Benefits Comm. Chair, Univ. of Puget
Sound Sch. of L., to Law School Staff & Faculty 2 (Jan. 24, 1994) (on file with Seattle Univ. Law
Library).
484. See id. The employer contribution for faculty and exempt staff had been 12% under
University of Puget Sound and would be 10% under Seattle University’s employee retirement benefit
plan. Id.
485. See id. at 3.
486. See id. at 3–5.
842 Seattle University Law Review [Vol. 46:773
Under the able leadership of Professors La Fond and Parks,
487
and
following months of meetings and negotiations, as well as the review of
numerous draft proposals, the Compensation & Benefits Committee
produced a final report dated March 23, 1994. This report defined the
terms of employment Seattle University would offer the law faculty and
staff upon its assumption of sponsorship of the law school.
488
The end
result was that the law school employees retained several of University of
Puget Sound’s benefits, which were unavailable to other Seattle University
employees, and gained some new benefits that were part of the package
Seattle University provided to its employees. And the rest of the Seattle
University campus benefited from the decision to increase the employer-
provided retirement benefit percentage for all. This collaborative
committee effort was successful in easing anxiety and resolving questions
and concerns about whether and how Seattle University would honor the
rights and interests of its new employees. As Professor Bond pronounced,
“It seems to me they’re doing everything right.”
489
C. Accreditation Woes
In addition to all of the due diligence work and the efforts to nail
down compensation and benefits terms and policies, administrators of the
law school and the two universities needed to attend immediately to law
school accreditation processes, which were triggered by the announcement
of the sale and the impending transition in sponsorship. Shortly after the
public announcement, Dean Carmichael heard from Jim White (the
Consultant on Legal Education to the American Bar Association) that the
applicable Standards and Rules of Procedure required a university to
consult with the ABA before entering into an agreement to transfer the
sponsorship of a law school.
490
To help remedy this serious omission, Seattle University retained
Dean John Robert Kramer of Tulane Law School as an accreditation
advisor to assist with the mandated accreditation and membership reviews
487. In reflecting back on the transition process many years later, Don Carmichael praised
Virginia Parks for her adroit management of issues and her intelligence and stamina in dealing with
multiple faculty members in settings that were sometimes adversarial. See Carmichael, supra note
115, at 3–4.
488. See Memorandum & Report from John La Fond, Comp. & Benefits Comm. Chair, Univ. of
Puget Sound Sch. of L., to Law School Staff & Faculty (Apr. 29, 1994) (on file with Seattle Univ.
Law Library). A separate Seattle University Faculty Handbook revision process also clarified and
delineated the statuses, promotion processes, contract terms, and rights of law librarians within the
university’s system. See Memorandum from Librarians, Univ. of Puget Sound Sch. of L., to Anita
Steele, L. Libr. Dir. (Feb. 16, 1994) (on file with Seattle Univ. Law Library).
489. See Steve Maynard, Seattle University Ready to Take Law School Reins, N
EWS TRIB., Aug.
18, 1994, at A1.
490. See Carmichael, supra note 115, at 4.
2023] What’s Past Is Prologue 843
by the ABA and AALS (American Association of Law Schools).
491
Dean
Kramer had recently shepherded the transfer of the University of
Bridgeport’s law school to Quinnipiac University, and so he came with
significant expertise on the relevant rules and protocols for changes in
institutional sponsorship, as well as the politics surrounding the relevant
ABA committees and councils.
492
Of immediate concern was that both the ABA and the AALS would
be conducting on-site visits to the law school in the coming months as part
of their review of the law school’s accreditation (ABA) and membership
status (AALS). At that time, the ABA required law schools to undergo a
regular reaccreditation process every seven years, and the University of
Puget Sound School of Law had been reaccredited most recently in 1989,
meaning the next reaccreditation process was due to take place in 1996.
493
However, the announcement of the sale changed this timeline because the
governing ABA rule required that any law school changing its university
affiliation must surrender its full ABA accreditation status and apply
immediately for provisional accreditation for the period of the
transition.
494
This particular transfer of sponsorship was unusual from an
accreditation review standpoint because there were no prior examples of a
thriving law school having been transferred from one strong university to
another.
495
However, the relative health of all three institutions in this case
did not, unfortunately, change the requirement that the law school seek
provisional status rather than retain full accreditation. This was hugely
disappointing because Seattle University had hoped that by creating
favorable purchase conditions—in that it was the same law school but with
a new and more supportive parent university—the law school’s full
accreditation would transfer along with the change in institutional
sponsorship. Instead, the law school now faced a long and expensive
process to regain full accreditation status, including bi-annual site visits
by teams from the ABA and AALS throughout the multi-year period of
the transition to the Seattle University campus and a new building.
496
As the process began, Dean Carmichael explained to the law school
community that provisional accreditation aimed to protect the law school
and its students by ensuring, through an ABA oversight process, that the
491. See Memorandum from Donald Carmichael, supra note 250.
492. See id.
493. See Memorandum from Donald Carmichael, Acting Dean, Univ. of Puget Sound Sch. of
L., to Students, Staff & Faculty at the Law School 2 (Jan. 20, 1994) (on file with Seattle Univ. Law
Library).
494. See id. at 1.
495. See id.
496. See Carmichael, supra note 115, at 4–5.
844 Seattle University Law Review [Vol. 46:773
law school maintained the quality of the legal education program and
accomplished all necessary aspects of the transition.
497
He predicted that
the ABA would revoke the law school’s full accreditation status and
replace it with provisional accreditation at the ABA meeting in August
1994,
498
which would closely coincide with the date when sponsorship of
the law school would officially transfer from University of Puget Sound
to Seattle University. He also reassured current students that provisional
accreditation would not affect their ability to take any bar exam in the
country.
499
The first order of accreditation business was a mandated appearance
in December by representatives of University of Puget Sound, Seattle
University, and the law school before the ABA Council of the Section of
Legal Education and Admissions to the Bar—the body that would
ultimately decide whether to grant provisional accreditation.
500
Dean
Carmichael subsequently described the Council, whose members had been
displeased with the lack of prior consultation regarding the proposed sale,
as posing pointed and even hostile questions about the proposed
transfer.
501
The opening salvo came from a law librarian on the Council,
who declared that University of Puget Sound and Seattle University lacked
standing to even appear before them because of the failure to have
consulted with the ABA before entering into the transfer agreement.
502
While Dean Carmichael and university officials attempted to pacify
the ABA, the law faculty and staff labored through the December holidays
to produce two large documents—the ABA Site Evaluation Questionnaire
and a Self-Study—in preparation for two upcoming site visits: a late
January 1994 inspection by the AALS team and a mid-February inspection
by the ABA accreditation team.
503
This process would ordinarily entail 6–
12 months’ worth of preparation, so it was nothing short of miraculous
that the law school administration, faculty, and staff turned these materials
around between mid-December and mid-January.
504
On the
recommendation of accreditation advisor John Kramer, Dean Carmichael
worked to grease the accreditation wheels by inviting Jim White of the
ABA to visit the law school to meet with Seattle University leadership in
January, prior to the accreditation team’s official site visit the following
497. See Memorandum from Donald Carmichael, supra note 493, at 1.
498. See id.
499. See id.
500. See id.
501. See Memorandum from Donald Carmichael, Acting Dean, Univ. of Puget Sound Sch. of
L., to Faculty & Staff. (Feb. 6, 1994) (on file with Seattle Univ. Law Library).
502. See Carmichael, supra note 115, at 5.
503. See Memorandum from Donald Carmichael, supra note 493, at 2.
504. See id.
2023] What’s Past Is Prologue 845
month.
505
This strategy appeared to be successful in that the ABA
leadership, which was initially put off by not having been consulted in
advance of the sale, was now declaring the transition to be the “best thing
that could happen to the law school.”
506
The January visit by the AALS site team included class visitations,
group conversations with students, faculty, and staff, and separate
interviews with law school faculty, senior staff, and Seattle University
administrators, followed by debriefing sessions with Dean Carmichael and
President Sullivan.
507
Dean Carmichael found the AALS visit instructive
in highlighting several issues that would likely be raised by the upcoming
ABA accreditation visit: the continuing and very concerning lack of
tenure-track faculty diversity; the need to ensure that the law school
retained an appropriate level of autonomy as it transitioned to becoming a
part of Seattle University; the necessity of having a plan in place in the
event applications for the next academic year decreased significantly; and
the students’ anxiety about scholarship and financial aid issues, as well as
the impact of provisional accreditation on their law school experience and
employment prospects.
508
Overall, though, the team concluded that morale
among the faculty, staff, and students was quite high despite the stressful
circumstances.
509
Sandwiched between the AALS site team visit in late January and
the corresponding visit by the ABA team in mid-February was another
mandated appearance by Seattle University, University of Puget Sound,
and the law school before the ABA Council at a meeting on February 5,
1994.
510
Fortunately, the reactions to presentations by President Pierce,
President Sullivan, and Dean Carmichael were considerably more positive
this time around, with most of the Council’s questions directed to
President Sullivan concerning university resources and the financing and
timeline for the new law school building.
511
Dean Carmichael attributed the more positive Council perceptions to
three factors: 1) Seattle University’s enthusiasm and promised financial
support of the law school; 2) the fact that ABA Consultant Jim White was
now favorably disposed toward the proposed transfer; and 3) the law
505. See Memorandum from Donald Carmichael, Acting Dean, Univ. of Puget Sound Sch. of
L., to All Faculty & Staff (Jan. 21, 1994) (on file with Seattle Univ. Law Library).
506. See id. (quoting James P. White, former ABA Consultant on Legal Education & Admissions
to the Bar).
507. See Memorandum from Donald Carmichael, Acting Dean, Univ. of Puget Sound Sch. of
L., to All Faculty & Staff 1 (Feb. 2, 1994) (on file with Seattle Univ. Law Library).
508. See id. at 1–2.
509. See id. at 1.
510. See Memorandum from Donald Carmichael, supra note 501.
511. See id.
846 Seattle University Law Review [Vol. 46:773
school’s effective management of various transition-related processes,
including the submittal of high quality materials to the Council on such a
short timeline.
512
His sense that things had gone well was confirmed when
he received a call the next day from Dean Kramer relating an off-record
assurance from Jim White that the ABA Council planned to acquiesce in
the transfer.
513
The five-person ABA site team visited the law school from February
16–18.
514
Then, on April 29, 1994, Dean Carmichael, President Sullivan,
and Provost Eshelman appeared before the ABA Accreditation
Committee.
515
The head of the ABA site inspection team provided an oral
report of the team’s findings from their recent visit, followed by a report
from Dean Carmichael updating the Committee on transition events, fiscal
and budgetary matters, the admissions picture for the next entering class,
progress on faculty diversity, and the impact on faculty and staff of the
enormous workload entailed by the transition and accreditation
processes.
516
President Sullivan then spoke to the issues and timing for the
new law school building, and Provost Eshelman updated the members on
the dean search timeline and processes.
517
Dean Carmichael came away from this meeting with a strong feeling
that the transfer of sponsorship would receive approval.
518
From his
perspective, the law school had two major issues still requiring resolution.
The first was whether the law school could avoid provisional accreditation
status on the basis that this was a “normal” transfer rather than a “fire sale”
of a failing law school.
519
The committee chair exhibited some sympathy
to this argument but stressed that the Committee was bound by ABA rules,
causing Dean Carmichael to conclude that avoiding provisional status was
unlikely.
520
The second issue was whether the law school would be
allowed to submit annual, focused accreditation reports, rather than having
to undergo five years of full-blown site inspection processes with all of the
attendant work, a position that also seemed to elicit some sympathy from
the Committee.
521
However, the answer to those questions would need to
512. See id.
513. See id.
514. See Memorandum from Donald Carmichael, Acting Dean, Univ. of Puget Sound Sch. of
L., to the Law School Community (Feb. 11, 1994) (on file with Seattle Univ. Law Library).
515. See Memorandum from Donald Carmichael, Acting Dean, Univ. of Puget Sound Sch. of
L., to All Interested Parties 1 (May 3, 1994) (on file with Seattle Univ. Law Library).
516. See id.
517. See id.
518. See id.
519. See id.
520. See id. at 1–2.
521. See id.
2023] What’s Past Is Prologue 847
await the full Council’s recommendation and the ABA House of
Delegate’s decision.
The same Seattle University leadership group appeared before the
ABA Council in Minneapolis on June 3, 1994.
522
At that meeting,
President Sullivan described the smooth progress of the transition, and
Dean Carmichael stressed the negative effects of the proposed provisional
accreditation, both as to institutional workload and the negative impact on
the school’s ability to enroll students.
523
As to the latter, he emphasized
that regional competitors were using the law school’s provisional status to
divert prospective students away from attending Seattle University School
of Law.
524
To Dean Carmichael’s surprise, at the conclusion of the
presentations, Jim White and the Council members expressed their view
that the law school should be allowed to apply for restoration of full
accreditation in two years rather than five and that annual updates of
information could replace the full self-studies.
525
The Council ultimately
made that recommendation to the ABA, and the ABA House of Delegates
voted at its meeting on August 9, 1994, to approve the transfer of
sponsorship of the law school from University of Puget Sound to Seattle
University, with approved provisional accreditation status and the
opportunity for the law school to apply for full accreditation status in two
years.
526
D. Enrolling the Class and Appealing to Alumni, Employers, and Donors
As the transition to Seattle University sponsorship was being
effectuated during the 1993–94 academic year, the law school needed an
all-out public relations campaign to convince potential students,
employers, and University of Puget Sound alumni that the change in
sponsorship would benefit the law school, legal community, and our many
constituents. One of the most difficult tasks facing the law school
following the announcement of the sale was to enroll the entering class of
students for 1994–95, many of whom had applied to University of Puget
Sound School of Law but would be accepted into and attend Seattle
University School of Law in Tacoma. Recruitment of the next couple of
classes after that would also be challenging because those students would
522. See Memorandum from Donald Carmichael, Acting Dean, Univ. of Puget Sound Sch. of
L., to the Law School Community (June 6, 1994) (on file with Seattle Univ. Law Library).
523. See id. at 1.
524. See id. at 1–2.
525. See id.
526. See News Tribune Staff, Bar Association OKs Sale of UPS Law School, N
EWS TRIB., Aug.
11, 1994, at B2.
848 Seattle University Law Review [Vol. 46:773
start their law studies in Tacoma but physically transition to Seattle before
graduation.
Associate Dean Watt designed and executed a compelling “Best of
Both” admissions campaign, which acknowledged the upcoming August
1994 transfer of sponsorship and emphasized that students coming to
Seattle University School of Law in Tacoma would benefit from
everything the law school had built under University of Puget Sound and
all that Seattle University had to offer as the new parent institution.
527
She
also recruited current law students who had attended Seattle University as
undergraduates to act as ambassadors for the new version of the law
school.
528
After a great deal of hard work and effort, the law school was,
fortunately, able to fill the class with only a small dip in entering
credentials despite the challenges posed by the loss of full accreditation
and a declining national admissions market.
529
The “Best of Both”
materials also operated as a primer on Seattle University for continuing
students and as an orientation packet for legal employers on the Northwest
region’s newest law school.
530
This successful campaign marked the
beginning of a series of extensive admissions, public relations, and
fundraising efforts that would serve to “make the case” for Seattle
University School of Law.
E. The Final Days of University of Puget Sound School of Law
A capstone event in the twenty-one-year history of University of
Puget Sound School of Law occurred on Sunday, May 15, 1994, as the
final group of University of Puget Sound law students walked across the
stage of Memorial Fieldhouse to receive their diplomas.
531
The
commencement was a fittingly joyous affair, with a great deal of optimism
expressed for the future of the law school. While President Pierce chose
not to attend the ceremony,
532
Seattle University President William
Sullivan gave the invocation and benediction, Madeleine Albright (U.S.
Ambassador to the United Nations) presented the keynote address, and
527. See Memorandum from Joan Watt, Assoc. Dean, Univ. of Puget Sound Sch. of L., to
Colleagues (Apr. 27, 1994) (on file with Seattle Univ. Law Library) (showcasing “Best of Both”
bookmarks to be used in communications with prospective and current students, alumni, legal
employers, etc.).
528. Interview with Joan Duffy Watt, supra note 185.
529. Id.
530. See Joan Watt, Entry: Best of Both Recruitment Folder 2 (1994) (unpublished manuscript)
(on file with author).
531. See Maynard, supra note 265.
532. See Steve Maynard, Law Students, School Become UPS Graduates, N
EWS TRIB., May 11,
1994, at B1.
2023] What’s Past Is Prologue 849
former President Phil Phibbs attended to see off the final graduating
class.
533
The retired president expressed pride in the law school, as well as
his hope that the university and city would come together and heal the
wounds caused by the sale of the law school.
534
Professor Richard Settle,
speaking for the group of founding faculty members honored at the
ceremony, recounted the law school’s gains in academic quality over the
years and contrasted University of Puget Sound’s “cold shoulder” with
Seattle University’s “warm embrace.”
535
Professor James Beaver captured
the moment, stating, “It’s the same law school. I see no reason why I
should be shedding any tears.”
536
Later that summer, in early August, Professor Bond taught the final
law class session being offered under the University of Puget Sound
banner. A photograph captured him teaching his Criminal Law class
wearing a T-shirt imprinted with a tombstone and “R.I.P. UPS School of
Law, 1972–1994.”
537
Of course, the News Tribune could not let the law
school’s upcoming transition in sponsorship go without comment.
538
It
published another opinion piece by Peter Callaghan, who by this time was
looking to the UW School of Law and its dean, Wallace Loh, to be the
hero of the story. Callaghan spun out the idea of a UW School of Law-
Tacoma, which would provide a first-choice legal education option for
students in the South Sound and, he hoped, inflict damage on the
admission prospects and finances of Seattle University School of Law.
539
No matter that this was a far cry from what Dean Loh had announced: a
request to the state legislature by UW for $200,000 to set up a legal clinic
for low-income clients in Tacoma and an additional $40,000 to create a
program to supply UW law students as interns to Pierce County
agencies.
540
And, as one final parting shot, the newspaper published an
editorial cartoon the next day depicting President Sullivan being married
to University of Puget Sound Law School, with President Pierce as the
533. See Maynard, supra note 265.
534. See id.
535. See id.
536. See id.
537. See Steve Maynard, Dismissing Class Action,
NEWS TRIB., Aug. 5, 1994, at A1.
538. See discussion supra Section V.D.
539. See Peter Callaghan, Editorial, UPS School of Law Sale Could Give Tacoma Unexpected
Dividend, N
EWS TRIB., Aug. 18, 1994, at A15. A local state court of appeals judge joined in this
jaundiced view of the newly minted Seattle University School of Law, disparaging the alliance
between the law school and its new parent university and stating that UW Law and Dean Wallace Loh
would receive a warm welcome from the Court of Appeals and other local legal entities. See Edward
Reed, Letter to the Editor, Law School Sale Wounds Won’t Heal Soon, N
EWS TRIB., Aug. 30, 1994, at
A7.
540. See Callaghan, supra note 539.
850 Seattle University Law Review [Vol. 46:773
officiant surrounded by a crowd of objectors, who she was studiously
ignoring.
541
VII. SEATTLE UNIVERSITY SCHOOL OF LAW COMES INTO BEING
On August 19, 1994, at 5:01 p.m., the ownership and sponsorship of
the law school officially passed from University of Puget Sound to Seattle
University.
542
A private, intentionally low-key reception for law school
supporters, faculty and staff, and Seattle University trustees was held that
afternoon in the Law Center, one week prior to the beginning of the new
academic year.
543
President Sullivan spoke the following words at the
reception:
The integration of a law school into our university provides enormous
opportunities for serving our community in new and important ways.
We will be supporting the education of students who will go on to
craft our public codes and legislation, shape our criminal procedures
and judicial canons, set standards for our corporate behavior and
professional ethics. In the long term, we will be educating many of
the region’s finest lawyers, women and men who are destined to play
significant roles in determining how our society operates.
544
A. Litigation Commences
Just when everyone thought the law school could leave University of
Puget Sound behind and look to its future with Seattle University, a lawsuit
was filed against University of Puget Sound by twelve tenured law faculty
members (who were now employed by Seattle University).
545
The
litigation named the university, President Pierce, and Raymond Bell
(University of Puget Sound Vice President for Finance) as defendants.
546
Eleven of the faculty members filed suit in Pierce County Superior Court,
541. See Chris Britt, Editorial Cartoon, NEWS TRIB., Aug. 19, 1994, at A12.
542. See Maynard, supra note 489. Reflecting the change in sponsorship, the state put up new
signs in downtown Tacoma to direct individuals to Seattle University School of Law. Although Seattle
University officials had originally requested the signs to read “SU Law School,” the Department of
Transportation (DOT) was unaware of the sensitivities surrounding the change in sponsorship and
changed the wording to read “Seattle Law School,” thinking that it provided better clarity. Concerned
that the DOT’s version served as an unnecessary reminder to the community that Seattle had taken
Tacoma’s law school, Seattle University officials complained, and the DOT ultimately changed the
wording on the signs back to the original “SU Law School.” See Steve Maynard, Seattle Law School
in Tacoma? Unsubtle Signs to Be Replaced, N
EWS TRIB., Aug. 24, 1994, at B1.
543. See Maynard, supra note 489.
544. See Rolfe, supra note 1, at 5.
545. See Jack Broom, UPS Law Professors Sue Over Pay Issues, S
EATTLE TIMES, Jan. 5, 1995,
at B2 (noting that the twelve faculty members who sued constituted more than half of the tenured law
faculty).
546. See Steve Maynard & Paul Chavez, 12 Law School Profs Suing UPS Over Sale to Seattle
U., N
EWS TRIB., Jan. 5, 1995, at B1.
2023] What’s Past Is Prologue 851
and a twelfth faculty member filed in U.S. District Court in Tacoma.
547
All
twelve claimed that they were entitled, under their contracts with
University of Puget Sound and under the federal Employee Retirement
Income Security Act (ERISA), to a year’s worth of severance pay as well
as early retirement compensation.
548
The legal theory put forward by these faculty members was that when
the university terminated the law program, it had an obligation under the
faculty code to either offer the faculty comparable positions within the
university or pay them a one-year severance benefit.
549
The plaintiffs also
asserted an entitlement to an early retirement payout under the faculty
code, which they claimed the university was required to provide whether
the faculty members actually retired or went on to work at another
institution.
550
According to a University of Puget Sound spokesperson, the
faculty members were seeking “an average annual salary of $93,000 and
early retirement pay up to $162,750.”
551
In addition to asserting their contractual rights, these faculty
members were also expressing their anger at University of Puget Sound
for the sale of the law school.
552
As a pre-tenure member of the faculty at
the time, I remember harboring some less than charitable feelings toward
those who already had the privilege of tenure and the higher compensation
that goes with it and who were now seeking to recover damages despite
being fully employed. I know that many of us were concerned that the
lawsuit, even though it was being asserted against University of Puget
Sound and not Seattle University, would cause our new parent institution
to think poorly of us as a faculty.
University of Puget Sound responded publicly to the lawsuit, stating
that the university’s “foremost goal in structuring the transfer of the law
school to Seattle University was to protect the faculty.”
553
The university
asserted that these faculty members were still employed by the same law
school, were receiving virtually the same salaries and benefits from Seattle
University as they had from University of Puget Sound, and had not retired
nor been dismissed.
554
Consequently, University of Puget Sound did not
547. See Broom, supra note 545.
548. See Paul Shukovsky, 12 Professors Sue Law School, S
EATTLE POST-INTELLIGENCER, Jan.
5, 1995, at B1.
549. See Elizabeth Evans, Professors Sue UPS over Breach of Contract, T
RAIL, Feb. 2, 1995, at
1 (on file with author); see also Broom, supra note 545.
550. See Evans, supra note 549 (quoting Professor James Bond).
551. See Maynard & Chavez, supra note 546.
552. See id. (quoting Professor James Beaver); see also Evans, supra note 549 (quoting Professor
James Bond on the university’s “morally outrageous” position).
553. See Shukovsky, supra note 548 (quoting John Gallagher, UPS spokesperson).
554. See Broom, supra note 545 (citing John Gallagher, UPS spokesperson).
852 Seattle University Law Review [Vol. 46:773
owe them severance or early retirement compensation.
555
Several of the
suing professors authored a letter in reply, stating that rather than being
greedy, the plaintiffs were simply asking the university to fulfill its
contractual obligation under the governing university code.
556
After lengthy negotiations, the lawsuits were settled by University of
Puget Sound, with a confidentiality agreement binding the parties against
disclosing the amounts paid to the individual faculty plaintiffs in
settlement of their claims.
557
According to Dean Carmichael, the Court
Commissioner in the federal lawsuit had advised University of Puget
Sound during the pendency of the litigation that it would likely lose, which
undoubtedly spurred the university to settle with the law faculty.
558
B. Seattle University Hires a “New” Dean
In May of 1995, after a national search, Seattle University announced
that it had hired James Bond to be dean of the law school, returning him
to the position he had previously held for seven years, but now with Seattle
University as his boss.
559
Dean Bond viewed this as a new deanship rather
than a continuation of the prior one,
560
and he described the opportunity to
serve as dean of the same law school twice but with different sponsoring
universities as unprecedented and exciting.
561
He extolled the
opportunities for students to participate in Seattle University’s other
graduate and professional programs, which would not have been available
to law students in the prior affiliation with University of Puget Sound.
562
In preparation to begin the role on July 1, he withdrew from the lawsuit
against University of Puget Sound for severance and early retirement
pay.
563
As Dean Bond returned to the deanship, the law school did not have
a strategic plan in place, and the faculty and administration lacked the time
or energy to craft one.
564
Fortunately, the law school’s priorities for the
555. Id.
556. See James E. Beaver, Letter to the Editor, P
IERCE CNTY. BUS. EXAM’R., Jan. 23, 1995, at 7.
557. See Email from Anonymous Faculty Plaintiff, Seattle Univ. Sch. of L., to author (Apr. 28,
2023, 3:15 PM) (on file with author). While the source of this information wishes to remain
anonymous, the individual is known to the author.
558. See Carmichael, supra note 115, at 6-7.
559. See Steve Maynard, Seattle U. Hires Dean of Former UPS Law School, N
EWS TRIB., May
3, 1995, at B1.
560. See John Iwaskai, Bond Returning as SU Law School Dean, S
EATTLE POST-
I
NTELLIGENCER, May 3, 1995, at B1.
561. See Maynard, supra note 559.
562. See Iwaskai, supra note 560.
563. See Maynard, supra note 559.
564. See J
AMES E. BOND, A CHALLENGING PAST AS PROLOGUE TO AN EXCITING FUTURE: A
REPORT FROM THE DEAN TO THE LAW SCHOOL BOARD OF VISITORS & THE NATIONAL ALUMNI
COUNCIL 2 (1999) (on file with author).
2023] What’s Past Is Prologue 853
next several years were obvious; they included securing the restoration of
full accreditation as soon as possible, planning for a new law school
building on the Seattle University campus, raising the funds needed for the
building’s design and construction, continuing the administrative and
cultural integration of the law school into Seattle University, and ensuring
the financial health of the law school.
565
Of course, all of these priorities
were in addition to our need to tend to the usual work of a law school:
educating students, launching them into their careers, providing service to
the university and community, and producing scholarship.
Dean Bond relished the challenge presented, and under his
leadership, the law school made significant progress on each of the
priorities in the four years before the physical move to Seattle. By 1996,
the law school had successfully petitioned the ABA and was returned to
full accreditation.
566
Dean Bond and Joan Watt crisscrossed the Puget
Sound region, regaling alumni, employers, and friends with the benefits of
the law school’s affiliation with Seattle University and raising funds for
the new building at a level that exceeded expectations.
567
The integration
with our new university, while necessarily still a work-in-progress, was
proceeding despite the obstacles posed by the geographic separation.
Incremental progress was finally being made on much-needed efforts to
diversify the tenure-track faculty.
568
And some exciting new programs had
been designed, including a joint JD/MBA degree program with Seattle
University and the Access to Justice Institute,
569
the latter of which would
become the social justice heart of the law school. But, among all these
priorities, the biggest, most complex, and most important task during this
period was to create a new home for the law school on the Seattle
University campus.
C. Building a New Home
President Sullivan was determined to situate the new law school in
the heart of the main campus.
570
The sites initially under consideration
included the university-owned storage building near 12th Avenue and East
Madison Street, the Swedish Parking Garage on Broadway, and the
565. See id.
566. See Persuasive Case Gains Restoration,
SEATTLE UNIV. SCH. L. LAW. MAG., Fall 1996, at
1, 1 (stating that the law school was reduced to provisional accreditation in August 1994, upon the
transfer of sponsorship to Seattle University, because ABA rules provided that accreditation was not
transferable).
567. See B
OND, supra note 564, at 3.
568. See id. at 3–4.
569. See id.
570. Interview with John Eshelman, supra note 142.
854 Seattle University Law Review [Vol. 46:773
Campion parking lot at East James Way and East Cherry Street,
571
but a
prime location was ultimately chosen on the eastern edge of the campus at
the intersection of 12th Avenue and East Columbia.
572
Professor Eric
Chiappinelli chaired the Building Committee, and he and his committee
members spent more than three years liaising between the project
architects, Seattle University administrators, and the law school
community. The university also worked extensively with the City of
Seattle to gain approval of its updated Master Plan, which included the
drafting of an environmental impact statement.
573
The building was designed to be approximately 144,000 square feet
and 84,000 net square feet for a total trustee-approved expense of
$33,450,000.
574
The costs were funded from gifts to the law school and the
proceeds of thirty-year, tax-exempt bonds issued by the Washington State
Higher Education Authority, with interest and principal on the bonds to be
serviced from the law school operating budget.
575
In terms of design, the building was created to be a state-of-the-art
facility, with equal attention paid to aesthetics and function, and with an
overarching goal that the building work well for all of its users, but
especially for the students who would come to call it their law school
home.
576
The ceremonial groundbreaking for the building took place on
February 19, 1998,
577
and as always seems the case with such complex
ventures, the eighteen-month construction project did not go precisely as
planned. The countdown to opening day was fraught with complications,
including materials shortages and delays, the bankruptcy of one of the
project subcontractors, and a nearly ninety-day stretch of rain the
following winter, all of which conspired to threaten an on-time start to
classes.
578
Dean Deming recalled a very tense meeting in Tacoma with
current students as we explored contingency plans in case building
construction was ongoing, including finding alternative space for classes
571. See Eng, supra note 119.
572. See Memorandum from Eric A. Chiappinelli, Professor, Seattle Univ. Sch. of L., to All
Faculty, Overview of the New Building 1 (Sept. 19, 1997) (on file with Seattle Univ. Law Library)
[hereinafter Chiappinelli Memo].
573. See Memorandum from Eric A. Chiappinelli, Professor, Seattle Univ. Sch. of L., to Deans,
Faculty, Staff, Update on the New Building 1 (Aug. 27, 1996) (on file with Seattle Univ. Law Library)
[hereinafter Chiappinelli].
574. See Chiappinelli Memo, supra note 572, at 1, 3.
575. See id. at 4.
576. See Chiappinelli, supra note 573, at 2.
577. See S
EATTLE UNIV., PROGRAM, GROUNDBREAKING: NEW FACILITY FOR THE SCHOOL OF
LAW (1998) (on file with Seattle Univ. Law Library); see also Victor M. Gonzalez, Former UPS Law
School Moving to Seattle Next Year, N
EWS TRIB., Feb. 19, 1998, at B2.
578. See Sanchez, supra note 412.
2023] What’s Past Is Prologue 855
on the Seattle University main campus or delaying the start of the
academic year.
579
As late as two months before the planned opening date,
Dean Bond was giving 50-50 odds on whether the building would be ready
to open on time.
580
Fortunately, luck was on our side.
D. Seattle Bound
As the building neared completion, not everyone was preparing to
join the law school in the move to Seattle. In the five intervening years
between the announcement and the actual relocation, more than fifty
percent of the staff had taken positions elsewhere.
581
Unlike the faculty,
their skills were transferable to settings other than higher education. For
the staff members who decided to stay with the law school, a significant
motivating factor was the availability of tuition remission benefits for
themselves and their children, but among this group, most had to steel
themselves for the long commute because they could not afford to relocate
to Seattle (or could not move for family reasons).
582
A few of the law
faculty chose to take positions with other law schools in the intervening
years,
583
but most stayed with us. For the many faculty and senior staff
who were at that point still living in Tacoma, the agonizing question was
whether to move to Seattle or resign themselves to spending hours each
day commuting up and down I-5. It was a difficult decision for many, but
most chose not to uproot their families (myself included), and so while our
working lives moved to Seattle, our personal lives remained rooted in the
South Sound.
The physical relocation of the law school was a monumental and
chaotic undertaking of sorting, pitching, and packing,
584
with the actual
move occurring during the first two weeks of August 1999.
585
Professor
John Weaver was in charge of planning and coordinating the physical
relocation, and as part of his role, he consulted with Quinnipiac College
School of Law administrators since they had recently undergone a similar
579. Telephone Interview with Donna Claxton Deming, supra note 183.
580. See Sanchez, supra note 412.
581. See Bond, supra note 564, at 2.
582. Interview with Lori Lamb, supra note 212.
583. The departing professors included Douglas Branson, John La Fond, Wallace Rudolph,
Geoffrey Watson, and Patricia Dilley.
584. See Memorandum from John Weaver, Prof., Seattle Univ. Sch. of L., to Faculty, Staff,
Librarians, Student Bar Ass’n, Law Review, Moot Court Board & ADR Board, Law School Move and
Transition (Nov. 10, 1998) (on file with Seattle Univ. Law Library) (laying out the complexities of
the impending move and the planned operation of a dual-location summer school for Summer 1999).
585. See David Quigg, Law School Bids Farewell to Tacoma, N
EWS TRIB., Aug. 13, 1999, at
B1.
856 Seattle University Law Review [Vol. 46:773
transition and move.
586
Faculty were each given moving boxes and were
responsible for packing up their offices.
587
Planning how to keep
administrative tasks moving while the offices were shut down for a period
of time was challenging, but moving the law library was by far the most
difficult part of the physical move and required a great deal of planning.
588
As the law school faculty and staff carried out the move, Dean Bond
ended our time in Tacoma on a positive note by stating, “[t]here’s a lot of
nostalgia about leaving the building and leaving the city . . . . But there’s
also a lot of excitement.”
589
He also penned a thank you letter to the
Tacoma-Pierce County community that summed up what many of us were
thinking and feeling:
On behalf of my staff and faculty colleagues, I want to thank you for
all the support you have given the law school over the past quarter
century.
You helped found the school. You hired our students as interns and
our graduates as associates; you taught in our classes, as guest
lecturers and adjuncts; and you served on the law school Board of
Visitors and on other ad hoc committees. We will be forever in your
debt for these contributions and for all the other ways in which you
have enriched the school with your gifts of time and treasure.
Leaving Tacoma and the Norton Clapp Law Center is thus a
bittersweet experience for all of us. We are excited about being
relocated to our new state-of-the-art home in Seattle and in particular
to a university that values us and the contributions that we can make,
both to it and the larger community
. . . .
Leaving Tacoma was not, as you all know, a choice that the law
school made[.]
. . . .
In any case, the law school’s roots are and always will be in Tacoma.
We began here; we grew here; we matured here. We are proud to
have been a key partner in the revitalization of the downtown, and we
586. See Letter from John Weaver, Professor, Seattle Univ. Sch. of L., to David King, Assoc.
Dean, Quinnipiac Coll. Sch. of L. (Oct. 6, 1997) (on file with Seattle Univ. Law Library).
587. See Memorandum from James Bond, Dean, Seattle Univ. Sch. of L., to Staff & Faculty,
The “Move!” 3 (Oct. 22, 1998) (on file with Seattle Univ. Law Library).
588. See Memorandum from John Weaver, supra note 584, at 3.
589. See Quigg, supra note 585 (quoting Dean James Bond). At the same time, a University of
Puget Sound official remarked that the university had no regrets and the experience since the transfer
had “reaffirmed the wisdom and correctness of the trustees’ decision.” See id.
2023] What’s Past Is Prologue 857
are pleased that the Norton Clapp Law Center will be home to the
employees of Tacoma and Pierce County after we leave.
. . . .
[W]e do leave with decidedly mixed emotions, and one of those is
regret at what might have been, had we had the opportunity to stay.
590
E. Sullivan Hall Opens
Monday, August 23, 1999, dawned as a historic day for Seattle
University School of Law as the doors opened in brand-new Sullivan Hall
and classes began for the 1999–2000 academic year.
591
Fortunately,
students, staff, and faculty were able to work around the unfinished parts
of the building, and everyone approached the chaos and confusion with a
sense of excitement.
592
The long-awaited era of Seattle University’s law
school had finally begun.
It was entirely fitting that our new building was christened “Sullivan
Hall,” in honor of William Sullivan, S.J., the individual whose singular
vision and drive had brought us to this place. Sullivan Hall was dedicated
over the course of five marvelous days, October 18–22, 1999, with
national dignitaries and distinguished alumni participating in a series of
lectures and programs, with each day devoted to a different topic: social
justice, legal scholarship, legal education, legal practice, and law school
achievements and challenges.
593
Don Carmichael returned from retirement
and his home in Maine for the celebration, and when Dean Bond noted his
presence, the audience treated him to a rousing round of applause that went
on for several minutes.
594
By the time of the dedication, William Sullivan had stepped down
from the Seattle University presidency for health reasons and had been
named the University Chancellor.
595
His successor, Stephen V. Sundborg,
S.J., embraced the law school’s arrival on campus and carried forward
President Sullivan’s vision, first announced on that momentous day in
1993, of building one of the premier law schools in the United States in
the heart of Seattle.
596
Upon Father Sullivan’s passing in 2015, President
Sundborg remarked that the purchase of the law school was the most
590. See James E. Bond, Letter to the Editor, Law School’s Departure Bittersweet, NEWS TRIB.,
Aug. 10, 1999, at A7 (on file with Seattle Univ. Law Library).
591. See Sanchez, supra note 412.
592. See id.
593. See S
EATTLE UNIVERSITY SCHOOL OF LAW, DEDICATION PROGRAM—SULLIVAN HALL,
O
CT. 18–22, 1999 (on file with Seattle Univ. Law Library).
594. See Carmichael, supra note 115, at 8. Sadly, Dean Carmichael passed away in August 2020.
In Memoriam, S
EATTLE UNIV. SCH. L. LAW. MAG., Spring 2021, at 11, 11.
595. See Otárola, supra note 8.
596. See supra text accompanying notes 229 and 245.
858 Seattle University Law Review [Vol. 46:773
significant decision of President Sullivan’s long tenure with Seattle
University, stating “[h]e believed in his heart that his university deserved
and needed to have a school of law.”
597
As for Dean Bond, he had come to believe that the law school’s
affiliation with Seattle University was “the best thing to happen to the law
school since it was founded.”
598
Having kept his promise to help integrate
the law school into Seattle University and oversee its physical relocation
to Seattle, and having helped usher in this exciting new era in the law
school’s history, Dean Bond stepped down at the close of the 1999–2000
academic year.
599
He went on to serve as Seattle University’s first
University Professor, going back to his first love of teaching, but this time
with undergraduates.
600
Professor Bond retired in 2004
601
and returned
home to North Carolina with his beloved wife Georgana. He passed away
on September 16, 2019.
602
F. University of Puget Sound: A Reprise
In 1994, after the sponsorship transfer of the law school to Seattle
University, University of Puget Sound was recognized by the Carnegie
Foundation for the Advancement of Teaching “as a national liberal arts
college.”
603
Over the ensuing decade, the university continued to pursue
its liberal arts mission, but with deeper pockets than before the sale. In
addition to the $9 million or thereabouts received from Seattle University
as proceeds from the sale of the law school, University of Puget Sound
sold the Norton Clapp Law Center building to the State of Washington in
1996 for $7.4 million.
604
The sale of the Law Center to the state would
eventually bring 350–400 state workers to downtown Tacoma, and
University of Puget Sound dedicated the proceeds of the sale to an
endowed scholarship for Washington state students who enrolled at
University of Puget Sound.
605
When President Pierce announced in May 2002 that she would be
stepping down the following summer, the News Tribune Editorial Board,
which had been so relentless in its coverage and so critical of her role in
597. See Otárola, supra note 8 (quoting President Steven V. Sundborg of Seattle University).
598. See Wickert, supra note 90.
599. See S
EATTLE UNIVERSITY SCHOOL OF LAW DEAN’S NEWSLETTER, supra note 442, at 4.
600. See Sandler, supra note 66, at 29.
601. See id.
602. See id. at 31.
603. See Wickert, supra note 90.
604. See Jim Szymanski, Downtown Tacoma Gets Lift as State Buys Law School Site, NEWS
TRIB., Sept. 27, 1996, at B1. The state was contractually obligated to lease the Law Center back to
University of Puget Sound until the planned physical move of the law school to Seattle in the summer
of 1999. See id.
605. Electronic Interview with Susan Resneck Pierce, supra note 84.
2023] What’s Past Is Prologue 859
the sale of the law school nine years earlier, commended her for her
leadership and for leaving University of Puget Sound “a better and
stronger university.”
606
And when the day came for her to step down in
2003, the local press reported that she had made good on her commitment
to raise the school’s national profile and strengthen its academic quality,
while also raising millions of dollars and overseeing a significant program
of campus construction and renovation.
607
Even Professor Bond gave
President Pierce grudging praise, acknowledging that University of Puget
Sound made huge gains in academic quality and national reputation during
her tenure.
608
In 2003, the Council for Advancement and Support of
Higher Education (CASE) gave Dr. Pierce the District VIII Distinguished
Leadership Award for her “visionary, inspirational, courageous
leadership.”
609
Dr. Pierce has since gone on to become an independent leadership
consultant to colleges, universities, and non-profit organizations.
610
In
reflecting recently on her tenure as president from a distance of twenty
years out, Dr. Pierce said she would not have counted the sale of the law
school as a major part of her legacy.
611
Rather, it was one step along the
way that helped the university emphasize undergraduate education and
unleash the faculty’s creativity, allowing it to become a place that traded
in good ideas.
612
Looking back to that fateful day of November 8, 1993,
both Dr. Pierce and Dr. Weyerhaeuser expressed regret that the
announcement of the sale of the law school came as a shock to so many,
but they also remained resolute in their view that the decision had been the
right one, for University of Puget Sound, Seattle University, and for the
law school.
613
606. See Editorial, Pierce Leaves a Strong Legacy at UPS, NEWS TRIB., May 23, 2002, at B8.
Dr. Weyerhaeuser chimed in on behalf of the University of Puget Sound Board of Trustees, agreeing
with the News Tribune Editorial Board that President Pierce would be a very tough act to follow. See
William T. Weyerhaeuser, Letter to the Editor, Retiring UPS President Truly Will Be a Tough Act to
Follow, N
EWS TRIB., June 8, 2002, at B5.
607. See Wickert, supra note 90.
608. Id.
609. See Email from Susan Resneck Pierce, President Emerita, Univ. of Puget Sound, to author
(Nov. 22, 2022, 2:06 PM) (on file with author).
610. See SRP
CONSULTING, supra note 80.
611. Electronic Interview with Susan Resneck Pierce, supra note 84.
612. Id.
613. Id.; see Telephone Interview with William Weyerhaeuser, supra note 165. Former trustee
George Matelich echoed this same view in our conversation. See Electronic Interview with George
Matelich, supra note 167.
860 Seattle University Law Review [Vol. 46:773
VIII. R
EFLECTIONS
One simple way to sum up the history of the sale is by invoking the
aphorism “all’s well that ends well.” The University of Puget Sound
divested itself of a law school it did not want or need and went on to
achieve its aspiration of national prominence as a highly selective liberal
arts college. Seattle University acquired the law school it had desired and
needed, both to round out its offerings as a comprehensive university and
to effect justice through educating lawyers in the Jesuit tradition who
would one day occupy positions of power. The law school gained a parent
institution that valued legal education and the law faculty and staff so
highly that it went out into the marketplace and purchased us for millions
of dollars. And even Tacoma, though it still occasionally mourns the loss
of its law school, has survived. Thus, I wholeheartedly agree with Jim
Bond that the affiliation with Seattle University was the best thing to
happen to the law school since its founding, as well as with former
University of Puget Sound trustee George Matelich, who asserted that the
sale of the law school has withstood the test of time, even when viewed
almost thirty years later.
614
I am exceedingly grateful, as are most of my
former and current colleagues, that things ended up the way they did.
And yet, there remain remnants of angst and even anger among some
of the law faculty and staff who were there that day. Conducting the
interviews and writing this essay has given me the opportunity to puzzle
through why that might be, and I offer my brief thoughts on why the sale
might still hurt despite the very positive outcome.
The first is the idea that it did not have to happen. At some point,
University of Puget Sound must have wanted a law school, or it
presumably would not have gone through the work and expense of creating
one. What if the university had found a space for the law school on the
main campus so we were not out of sight and out of mind? And what if,
rather than treating the law school with “benign neglect,” President Phibbs
and his colleagues had embraced the opportunities and actively fostered
intellectual engagement among the main campus and law school faculty?
Even with a liberal arts, undergraduate-focused college like University of
Puget Sound, there are obvious intellectual connections to be made
between it and a law school. We had faculty members who were
constitutional and political theorists, legal historians, and linguists, to
name just a few areas of expertise, and a number of these faculty had
received undergraduate liberal arts undergraduate degrees from the kinds
of prestigious institutions University of Puget Sound now aspired to be.
Would there not have been value in integrating the law faculty into the
614. Electronic Interview with George Matelich, supra note 167.
2023] What’s Past Is Prologue 861
larger intellectual enterprise of the university? And even though it was
uncommon or even unheard of for national liberal arts colleges to have law
schools associated with them, was it impossible to imagine a creative new
model of collaboration and integration between a liberal arts college and a
law school? Of course, this would have required an investment of financial
resources on the university’s part, funding the university ultimately proved
unwilling to allocate to the law school.
615
The second reason why people might still be bitter relates back to the
first. In announcing the sale and explaining it afterward, President Pierce
and her leadership team did not once express the university’s gratitude for
our efforts or any appreciation for legal education and what it and our
graduates bring to the world, nor was it apparent that any of them felt any
sense of loss to the university community as they imagined a future
without the law school. Sadly, they did not know us at all, either as
individuals or as a collective of fellow educators.
Having served for ten years as dean of Seattle University School of
Law, I am no stranger to the gut-wrenching business decisions that leaders
must make. For example, we went through a severe financial downturn
that necessitated eliminating approximately 30% of the staff positions,
which included layoffs of long-time colleagues who had done excellent
work for the law school. I will never forget Associate Dean Deming
describing the day of the staff layoffs as the darkest day in her decades of
law school administration. What I am suggesting is that it is one thing for
university leadership to make a difficult but necessary business decision
in service of mission; it is quite another to do so with very little empathy
and no sense of loss. And yet, from the perspective of the law faculty and
staff, that is what happened here.
As much as we might wish things had been different, they were not,
and I agree that it was the right course of action for President Pierce and
the University of Puget Sound Board of Trustees to enter into an
agreement to sell the law school when President Sullivan came forward
with an offer. Whether one agrees or not with the view that there was no
place for the law school within the university’s reimagined mission, once
that position carried the day with university leadership, we were not going
to thrive if we remained with University of Puget Sound. Much better at
that point to be sold to an institution that would value and help us be
successful.
On the much-debated question of whether the law faculty and staff
(and the business and legal communities) should have been informed of
the proposed transaction ahead of time and consulted, I believe the only
615. See supra text accompanying note 295.
862 Seattle University Law Review [Vol. 46:773
reasonable course of action available to University of Puget Sound and
Seattle University was to keep the negotiations confidential. Anyone who
understands how the world works knows that public disclosure would not
only have doomed the deal. It would also have destroyed the law school
because of the uncertainty and fear such knowledge would have created in
the minds of faculty, staff, students, and prospective students. Although
the secrecy was difficult for President Pierce and Dr. Weyerhaeuser to
defend from a relational, community-based standpoint once the news of
the sale came out, keeping the deal under wraps was a reasonable and
necessary business decision.
I also want to offer some brief commentary on the power of the press,
and what I perceived to be an abuse of that power in this case. A sale of a
thriving law school would likely be a big news story in any media market,
but I do not know that I have ever seen anything quite like what happened
here. It is not necessarily that the news stories published by the News
Tribune were terribly slanted, but the detailed coverage and the sheer
number of articles over the course of many months, when added to the
steady stream of extremely negative editorials and opinion pieces,
combined to create what Dr. Weyerhaeuser described as a “fairly searing
personal experience” for those who were targeted.
616
Some level of criticism was surely expected and warranted given the
dramatic nature of the decision and the high stakes for everyone involved.
As a resident of Tacoma for more than twenty years, I was very familiar
with the city’s inferiority complex, and the negative community reaction
to the sale was surely informed by that sentiment. However, the News
Tribune’s coverage and editorials repeatedly fanned the flames and stoked
the community’s anger to the point where it seemed there might be a
coordinated effort occurring between the objecting business and
community leaders and the publisher and editors of the News Tribune.
That kind of blurring of journalistic lines is commonplace in the age of
online media, but the question of when the use of the power inherent in the
editorial form has crossed over into journalistic abuse is still relevant and
worth asking.
While the media spilled a great deal of ink trying to identify the
villains of this story, I choose to focus my final few words on identifying
the heroes to those of us who were with the law school. One of the less
obvious ones, at least to me, is Wallace Rudolph. He was, at best, an
indifferent dean, and he stepped down under a cloud of controversy.
617
But
it was Dean Rudolph, the entrepreneur, who brokered the Law Center into
existence in downtown Tacoma, and it was Professor Rudolph who
616. Telephone Interview with William Weyerhaeuser, supra note 165.
617. See Tom Mortimer, Changing of the Deans, A
MICUS 1 (March 1980) (on file with author).
2023] What’s Past Is Prologue 863
reached out to Seattle University and encouraged President Sullivan to
acquire the law school.
618
Present at two pivotal moments in the law
school’s journey, Wallace Rudolph changed the course of our history in
ways that have only become clear in retrospect.
One of the more obvious but still relatively unsung heroes is Donald
Carmichael. He never aspired to lead a law school, but he led this one
through the most unexpected and traumatic of times, and he did so with
such professionalism and grace. Many of the individuals I interviewed—
Dr. Pierce, Dr. Eshelman, and Dr. Parks, in particular—spoke of the
crucial role Dean Carmichael played in the transition. He gained the
confidence of everyone involved on both sides of the deal, as well as his
law school colleagues, because he operated with integrity and honesty,
approached problem-solving in a non-adversarial and cooperative manner,
worked unbelievably hard, and exhibited genuine enthusiasm for
becoming a part of Seattle University. Dean Carmichael somehow knew
the importance of applying the principles of “change management” long
before that term was in vogue, and his skill in organizing the work and
keeping the lines of communication open helped maintain morale under
very daunting circumstances. We were exceedingly fortunate that Don
Carmichael said “yes” when President Pierce came calling, and it is
gratifying to learn that leading the law school as Acting Dean was “the
most . . . rewarding experience of [his] life.”
619
Next on the list of heroes are the faculty and staff who went along
for this wild ride. As I reviewed the media reports and the litany of memos
reflecting the work carried out from the day of the announcement until the
opening of Sullivan Hall and beyond, I marveled at how this small but
mighty group of faculty and staff managed to perform the everyday work
of a law school while shouldering the immense and extraordinary burdens
of transitioning to a new parent institution and a new location. Dean
Carmichael’s team of Joan Watt, Dave Boerner, Donna Deming, John
Weaver, and John La Fond helped carry us, but literally, every single
member of the faculty and staff pitched in, and that experience of laboring
together for a common purpose created a bond that exists to this day.
From within Seattle University, President Sullivan turned to Provost
Eshelman, Dr. Parks, and Denis Ransmeier, and they were our guides,
mentors, and valued colleagues as we endeavored to learn about the
university we were joining and what it might mean to be a Jesuit, Catholic
law school. They were unfailingly patient and understanding, welcomed
us warmly to the Seattle University community, helped ensure that we
were taken care of in all the ways that mattered, including compensation
618. See supra text accompanying notes 122–24.
619. See Carmichael, supra note 115, at 8.
864 Seattle University Law Review [Vol. 46:773
and benefits, and advocated for us when their main campus colleagues
expressed skepticism about having a law school in their midst.
James Bond deserves special mention as a hero to those of us who
served under his leadership. Having exited the deanship and returned to
the relatively peaceful existence of being a faculty member, he stepped up
to be our dean again, leading the law school through the complex tasks of
physical, organizational, and cultural integration into Seattle University.
620
Dean Bond quickly realized the value of a Jesuit approach to legal
education, and he served as a crucial bridge between the law school we
had been and the law school we were to become.
621
Upon his passing,
President Sundborg described him as a “Renaissance Man,” stating, “Jim
Bond was the perfect person to be dean when the School of Law made its
transition to Seattle . . . . He was instrumental in integrating the mission of
the law school with the university, enriching both at the same time.”
622
Dr.
Eshelman extolled Dean Bond’s contributions, singling out his willingness
to reconcile his own intellectual beliefs and priorities with the mission and
values of Seattle University.
623
Virtually every faculty, staff, and Seattle
University administrator I interviewed for this essay remarked that Dean
Bond’s engaged leadership was the single most important element of the
law school’s success in becoming an integral part of Seattle University.
The feelings were mutual; upon his retirement, Dean Bond expressed the
depth of his gratitude for having been given the extraordinary opportunity
of leading the law school into its future.
624
And, finally, there is President William J. Sullivan, S.J. Just as he
counted us as the crowning achievement of his presidency,
625
the law
school counts him as our greatest blessing. It is because of his visionary
leadership that we are celebrating our 50th anniversary during this
academic year, and we are doing so just as he imagined, in the heart of
Seattle and at the heart of law.
C
ONCLUSION
As I near the end of my time as an administrator and faculty member
with this much-beloved law school, it was a gift to have the opportunity to
go back in time and relive the remarkable experience of the law school’s
sale. In this, our 50th anniversary year, I believe it is important for us to
620. See discussion supra Sections VII.B–E.
621. See Sandler, supra note 66, at 29.
622. See id. (quoting President Stephen V. Sundborg, S.J.).
623. Interview with John Eshelman, supra note 142.
624. See James E. Bond, Dean, Seattle Univ. Sch. of L., Retirement Speech (2004) (on file with
author).
625. Telephone Interview with Virginia Parks, supra note 7.
2023] What’s Past Is Prologue 865
reflect on our history, which has made us the law school we are today.
What is past is truly prologue.
In the process of becoming a part of Seattle University, we held on
to much of what we had been before, including our institutional insistence
on academic excellence and high-quality student services. At the same
time, our merger with our new Jesuit Catholic parent institution inspired
the law school community to embrace a social justice mission, which gave
us a raison d’être and distinguishing factor we had previously lacked.
626
It
is this combination of standing for excellence and reaching for justice that
has allowed us in the years since to survive and even thrive in a very
competitive legal education environment.
627
In the same way that the law
school was changed, so, too, was Seattle University. Just as President
Sullivan had predicted, the presence of the law school altered the way the
university saw itself, broadened and built upon its external connections,
created greater university engagement with the community, and enhanced
the university’s intellectual climate.
628
The law school also brought to the
university the ability to discuss controversial matters in a civil manner, and
the law faculty modeled those skills for their university colleagues.
629
While I was aware of some of the ways in which we had been
changed by this experience, I have been surprised to learn, through the
process of researching and writing this essay, just how much I had
forgotten and how much I had never known about what happened in those
days, months, and years following the announcement of the sale. My
reflections are particularly informed by the ten years, recently concluded,
in which I served as dean of Seattle University School of Law. I will admit
that there were times during my tenure when I was convinced that no dean
of this law school had ever led through a more difficult time. That was
particularly true during our multi-year financial struggle for survival,
followed by the COVID-19 pandemic. However, in learning and
relearning our history, I have come to realize that I was wrong. The events
surrounding the sale of the law school and its aftermath were a crucible,
and that we came through the fire and are thriving today is a testament to
the extraordinary leaders who came before me.
As I conclude, I want to thank the many individuals who agreed to
be interviewed for this essay and share their personal thoughts and
recollections of the announcement of the sale and what followed. I also
want to acknowledge the faculty and staff members who had the foresight
to collect and save the internal law school documents that were generated
626. Telephone Interview with Anne Enquist, supra note 196.
627. Id.
628. Interview with John Eshelman, supra note 142.
629. Telephone Interview with Stephen V. Sundborg, supra note 162.
866 Seattle University Law Review [Vol. 46:773
in the aftermath of the sale. These records provided a window into the
extraordinary efforts by the law school’s administration, faculty, and staff
to bring and hold the law school together during a time of chaos and
uncertainty. And I owe a particular expression of gratitude to the past and
current professionals in our Law Library—Anita Steele, Kristin Cheney,
Kara Phillips, Stephanie Wilson, Bob Menanteaux, Jane Connolly, and
Kate Emery—who recognized the importance of preserving this historical
information through the creation of a law school archive, and without
whose efforts this article could not have been written.
