Pssssst … Want to Buy a Law School?

30 years later, recalling shock and awe at the super-secret sale of U.P.S. Law School to Seattle University

BY MARGARET MORGAN

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 University Law Review 773 (2023), available at https://digitalcommons.law.seattleu.edu/cgi/viewcontent.cgi?article=2833&context=sulr.  

If you weren’t part of the Washington legal community at the time, weren’t living along the I-5 corridor, or perhaps weren’t even born yet, you won’t remember the stunning announcement on the front pages of The Seattle Times, The News Tribune, and other local papers on Nov. 9, 1993, that the University of Puget Sound (U.P.S.) Law School had been sold to Seattle University.

And even if you do remember, you may not know the full backstory. Now, in a masterful 90-plus-page law review article that reads more like an espionage novel, Annette E. Clark, former dean of Seattle University Law School and current dean emerita and professor emerita, has given it to us.¹1 Clark, a 1989 graduate of the University of Puget Sound School of Law who joined its tenure-track faculty upon graduation, was asked to write an updated history of Seattle University School of Law for its 50th anniversary in 2023. In researching the school’s history, she notes: “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. … I am the lone remaining faculty member who was here for that remarkable period in our history. … I have chosen to travel back in time to the defining moment on November 8, 1993, when everything changed.” 46 Seattle University Law Review at 775. Yes, it’s a law review article and yes, there are 629 footnotes, but trust me, it’s a page-turner: Clark gives us an almost minute-by-minute, behind-the-scenes account of the prevailing politics and personalities, the opening overtures, secret meetings, anonymous phone calls, and “need-to-know-only” consultations with selected members of the senior administration and boards of trustees of both institutions. Then, as Clark characterizes it, “November 8, 1993: The Fateful Day Arrives” when the deal was announced at a press conference at the Tacoma Dome Hotel, 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 to come.”²2 Id. at 806.

At the point of this “dark and stormy night” foreshadowing, we’re only a third of the way through the article! Reaction to the sale and especially to the secrecy with which it was negotiated (almost unimaginable in a 2024 world of leaks, online media, and 24/7 news cycles) was immediate and intense on the part of U.P.S. law students (“You didn’t sell a building, you sold our futures!”³3 Id. at 807n.243..), faculty, alumni, the communities that housed the institutions, and the press. The personal impact on the people affected is well and sensitively described by Clark in sections titled “Picking Up the Pieces” and “The Aftermath” that include “Grieving the Loss, Fearing the Future,” “Calming the Students,” “The Local Community Erupts,” “The Press Piles On,” and “Attempts to Upend the Sale.”

What follows is a meticulously documented account of how the new Seattle University School of Law was created. It is absorbing both as a business transaction and as a look at the process of “winning hearts and minds”⁴4 Id. at 833. of U.P.S. Law School faculty, staff, and students. As a business transaction, an overall goal was “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.”⁵5 Id. & n.434. The task list facing the law school community was “daunting”—“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.”⁶6 Id. at 834.

On the “winning hearts and minds” front, Clark gives major kudos to William J. Sullivan, S.J., then-president of Seattle University who, according to one Seattle University administrator, “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.”⁷7 Id. at 835 & n.445. U.P.S. law faculty had to be reassured, given its religious affiliation, that Seattle University was strongly committed to academic freedom. There were some U.P.S. faculty “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.”⁸8 Id. at 837. One way that was found to work through the issues was the creation of a new mission statement for the law school.⁹9 Id.

U.P.S. law students were somewhat mollified when the tuition increase for 1994-95 was the lowest in 14 years, coupled with a 24-percent increase in student scholarship support. Faculty were “heartened” by announcement of an average 4-percent pay increase.¹⁰10 Id. at 837-38. Over months of negotiations, other compensation and benefits terms and policies were nailed down.

Just as things were heading toward resolution, more drama: After the public announcement of the sale and impending transition in sponsorship of the law school, U.P.S. Law School Acting Dean Don Carmichael learned that the ABA 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. Further complicating the matter, there was no precedent for “a thriving law school” being transferred “from one strong university to another.”¹¹11 Id. at 843. Could the law school avoid receiving only “provisional accreditation status” on the basis that this was “a ‘normal’ transfer rather than a ‘fire sale’ of a failing law school”?¹²12 Id. at 846.

You’ll have to read Clark’s account to learn the outcome of these “accreditation woes”¹³13 Id. at 842-47. and of other bumps in the road, such as the 1995 lawsuit filed against the University of Puget Sound by 12 tenured U.P.S. law faculty (settled by U.P.S., with all 12 plaintiffs having accepted employment with Seattle University),¹⁴14 Id. at 850-52. before the road leveled out and led to the doors of Seattle University School of Law’s Sullivan Hall, which opened on Aug. 23, 1999.

In thoughtful and surprisingly candid reflections at the end of the article, Clark expresses agreement that “the affiliation with Seattle University was the best thing to happen to the law school” and gratitude that “things ended up the way they did.”¹⁵15 Id. at 860. But she goes on to note the “remnants of angst and even anger among some of the law faculty and staff” and considers “why the sale might still hurt despite the very positive outcome.”¹⁶16 Id. These last five pages of her article are particularly worth reading as she addresses possible reasons, even 30 years later, for lingering bitterness: the idea that the sale did not have to happen in the first place,¹⁷17 Id. at 860-61. and the failure by the leadership team of the University of Puget Sound to express any gratitude for the efforts of the law school faculty, appreciation for legal education, or regret at losing the law school.¹⁸18 Id. at 861. She also acknowledges that the failure to consult with or inform the law school faculty and staff (and business and legal communities) about the sale before it was announced caused pain but comes down on the side of its having been “a reasonable and necessary business decision,” since “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.”¹⁹19 Id. at 862. Clark also has some harsh words relating to the media coverage of the sale, which she perceives as an abuse of the power of the press.²⁰20 Id.

With a backward glance as she nears the end of her time as an administrator and faculty member at Seattle University Law School, Clark muses that there were times during her 10 years as dean, which included financial struggles, followed by the COVID-19 pandemic, when she thought no dean of the law school had ever led during a more difficult time. Writing the law review article and “learning and relearning our history,” she concludes that she was wrong and ends on a graceful and grateful note: “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.”²¹21 Id. at 865.

NOTES

1.    Clark, a 1989 graduate of the University of Puget Sound School of Law who joined its tenure-track faculty upon graduation, was asked to write an updated history of Seattle University School of Law for its 50th anniversary in 2023. In researching the school’s history, she notes: “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. … I am the lone remaining faculty member who was here for that remarkable period in our history. … I have chosen to travel back in time to the defining moment on November 8, 1993, when everything changed.” 46 Seattle University Law Review at 775.

2.    Id. at 806.

3.    Id. at 807 n.243.

4.    Id. at 833.

5.    Id. & n.434.

6.    Id. at 834.

7.    Id. at 835 & n.445.

8.    Id. at 837.

9.    Id.

10.  Id. at 837-38.

11.  Id. at 843.

12.  Id. at 846.

13.  Id. at 842-47.

14.  Id. at 850-52.

15.  Id. at 860.

16.  Id.

17.  Id. at 860-61.

18.  Id. at 861.

19.  Id. at 862.

20.  Id.

21.  Id. at 865.