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Keywords

contractfiduciaryunilateral contract

contractplaintiffdefendantliabilityaffidavitmotionsummary judgmentunilateral contractmotion to dismiss

Related Cases

Paul and Irene Bogoni Foundation v. St. Bonaventure University, 78 A.D.3d 616, 913 N.Y.S.2d 154, 262 Ed. Law Rep. 977, 2010 N.Y. Slip Op. 08801

Facts

The pledgors sought a declaration that the charitable contributions they pledged to the university were subject to certain conditions and restrictions that were not stated in the written gift commitment and endowment agreements. The university counterclaimed for the outstanding pledges, asserting that the pledges were enforceable as they were memorialized in an unambiguous gift commitment agreement. The court found that the pledgors' claims were unsupported by the written agreements.

Plaintiffs sought a declaration that charitable contributions they had pledged to the University were subject to certain conditions and restrictions that were neither stated nor indicated in the written and executed gift commitment and endowment agreements.

Issue

Whether the pledges made by the pledgors to the university were subject to the conditions and restrictions claimed by the pledgors, and whether the university was entitled to recover the outstanding pledges.

Rule

Charitable pledges are enforceable as they constitute an offer of a unilateral contract that becomes a binding obligation when accepted by the charity through reliance, and parol evidence may not be used to supply conditions not expressed in the written agreement.

Under New York law, charitable pledges are enforceable because they constitute an offer of a unilateral contract that—when accepted by the charity by incurring liability in reliance thereon—becomes a binding obligation.

Analysis

The court applied the rule by determining that the pledgors could not introduce parol evidence to support their claims of conditions and restrictions since these were not included in the written agreements. The court also noted that the pledgors failed to establish a fiduciary relationship that would necessitate an accounting. The university's reliance on the pledges for its expansion project further solidified the enforceability of the pledges.

The court correctly granted summary judgment on defendants' motion to dismiss; notice of request for summary dismissal was unnecessary because the parties had clearly laid bare their proof before the court in the form of affidavits and extensive documentary evidence.

Conclusion

The court affirmed the dismissal of the pledgors' complaint and granted judgment for the university on its counterclaim for $900,000 in outstanding pledges.

Affirmed. Judgment, Supreme Court, New York County (Ira Gammerman, J.H.O.), entered October 22, 2009, dismissing the complaint in its entirety and granting defendant University the principal sum of $900,000 on its counterclaim for outstanding pledges, unanimously affirmed, with costs.

Who won?

The university prevailed in the case because the court found that the pledges were enforceable and not subject to the conditions claimed by the pledgors.

Defendants were also entitled to summary judgment on their counterclaims for $900,000 in yet outstanding pledges toward a library expansion project.

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Keywords

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