Key Issues


Who is suing Princeton?

Plaintiffs in the Robertson Foundation lawsuit are William Robertson, Katherine Ernst, Robert Halligan and Anne Meier. Robertson, Ernst and Meier are children of Charles and Marie Robertson; Halligan has stated that his wife’s mother was a relative of Charles Robertson. Robertson, Ernst and Halligan are the current Robertson family-designated trustees on the Foundation board. The plaintiffs are suing four individuals (President Tilghman, current trustees Wendell and Oxman, and a former trustee, the late John J.F. Sherrerd) and the University.

What are the key issues in the litigation?

Plaintiffs would like to narrow the Foundation mission from the one agreed to by the University and the Robertsons in 1961, take control of the Foundation themselves and remove Princeton University as the beneficiary of the Foundation. [See: What are plaintiffs seeking in this litigation?] They now claim that the Woodrow Wilson School graduate program supported by Foundation funds should have been limited to a kind of vocational program, designed for the sole purpose of training students for positions in the State Department and a handful of other federal government departments that graduates would be expected to fill upon graduation. [See: What do the plaintiffs claim is the purpose of the Robertson Foundation?] Plaintiffs also would like to reverse the decision by the Robertson Foundation board in 2003 to appoint the Princeton University Investment Company as the Foundation’s investment manager. [See: Why did the Robertson trustees vote against the PRINCO appointment?]

The litigation is not about whether the recipient of a charitable gift has an obligation—legal and moral—to fulfill the commitments it makes in accepting the gift. Princeton agrees that it does, and the University has an excellent record of meeting its commitments and sustaining strong relationships with donors over more than two centuries.

Questions posed by this litigation include the following: Can a donor’s descendants:

In posing these questions, the plaintiffs are seeking to use this lawsuit to redefine some of the fundamental principles of American philanthropy and overturn some of the laws and best practices that govern charitable organizations.

When the Foundation was incorporated in 1961 with Marie Robertson’s gift of $35 million, its purpose was to maintain and support at Princeton and as part of the Woodrow Wilson School a graduate school in which men and women dedicated to public service may prepare themselves for careers in government service (particularly federal government service in areas concerned with international relations and affairs). [Document: Excerpt from the Foundation Certificate of Incorporation (.pdf)]

The Woodrow Wilson School has always been and remains one of the world’s leading schools of public and international affairs; its students are well prepared for careers in government service at local, state, federal and international levels. Consistent with the emphasis sought by the donor, its faculty is especially strong in the fields of international relations and affairs. The Foundation’s Certificate of Incorporation explicitly authorizes support for the School and its students, and for “collateral and auxiliary services, plans and programs” including “internship programs, plans for public service assignments of faculty … and programs for foreign students.” [See: What does the Foundation’s Certificate of Incorporation say about the purpose of the Robertson Foundation?] [Document: Excerpt from the Foundation Certificate of Incorporation (.pdf)]

Through her advisors, Mrs. Robertson expressed a clear intention to make Princeton University the sole legal recipient of her gift and to give Princeton control of a majority of seats on the Foundation board of trustees. Even though the manner in which Mrs. Robertson made her gift ensured that Princeton, through its appointment of a majority of the Foundation board, would always control the assets of the Foundation, the current Robertson family trustees are seeking to overturn this intent and gain control over the Foundation’s assets for themselves so they can spend them at other institutions and in ways other than the way chosen by their parents.

For an overview of a number of the key issues in this dispute, see Robertson v. Princeton -- Perspective and Context, prepared by Victoria B. Bjorklund. Ms. Bjorklund is a member of the law firm Simpson Thacher & Bartlett LLP, which, together with Lowenstein Sandler PC, serves as litigation counsel to Princeton University and the individual defendants in the Robertson litigation.

Don’t Mrs. Robertson’s children claim this case is about “donor intent?”

They make this claim, but the fact is that Mrs. Robertson’s clear intent was to donate the $35 million to Princeton—not to leave it in the control of her children. The only restriction imposed upon Mrs. Robertson's gift was that the Foundation’s assets be used in accordance with its Certificate of Incorporation.

The creators of the Foundation, including Charles Robertson and University president Robert Goheen, put in place a governance mechanism that provides majority control of the Foundation board to trustees appointed by the University so that it can make the kinds of academic decisions and long-term commitments that are essential to sustain a world-class graduate program. [Document: Excerpt from President Goheen's May 1, 1961 Letter (.pdf)] The organizing documents were drafted by Charles Robertson’s friend and counselor, Eugene Goodwillie, and in 1970 Mr. Robertson personally told the Internal Revenue Service that the University’s “effective control of the Foundation” was “agreed to by the donors.” [Documents: Excerpt from Charles Robertson's August 20, 1970 Notification Concerning Foundation Status (.pdf); Charles Robertson's August 7, 1970 Letter (.pdf)] [See: How did the Robertson Foundation become a supporting organization?; In its discussions with Mr. and Mrs. Robertson, did Princeton discuss the fundamental importance of preserving University control over academic judgments?] Through their litigation, Mrs. Robertson’s descendants are seeking to overturn this governance mechanism, and to substitute their judgment for that of the University as to how best to utilize Foundation funds to educate students, recruit and retain faculty, design curriculum, encourage research and promote an array of other activities that contribute to a robust and productive intellectual and pedagogical community.

Unlike plaintiffs, Princeton believes the decisions that were made by the donor and written down more than 45 years ago should continue to be respected, including the decision to donate funds “exclusively for the benefit of Princeton” and the decision to create a governance structure for the Robertson Foundation that “is controlled by Princeton.”

What are plaintiffs seeking in this litigation?

Plaintiffs have asked a New Jersey court to transform the Foundation from a supporting organization committed to the Woodrow Wilson School graduate program at Princeton University into a private foundation controlled by them, in effect severing the relationship between Princeton and the Robertson Foundation.

This attempt by certain Robertson family members to gain control of the assets of the Foundation is fundamentally at odds with the unambiguous agreement that the donor and her husband made with Princeton. This agreement, as reflected in the Foundation’s Certificate of Incorporation, provided that the Foundation’s purpose was to “contribute, lend, pay over, or assign the income of the corporation and/or the property of the corporation…to or for the use of Princeton….” [Document: Excerpt from the Foundation Certificate of Incorporation (.pdf)] As General Goodpaster—who served on the Foundation board for 41 years, including 20 years alongside Charles Robertson—testified: “[Charles Robertson] was very devoted to Princeton. He was a Princetonian himself and had many stories to tell of his time at Princeton. He really loved the school. There was no doubt about it. And at no time ... was there any consideration of any other school.”

Plaintiffs are also trying to get the court to reverse the Robertson Foundation’s decision to retain the Princeton University Investment Company (PRINCO) to manage its investment portfolio, despite the fact that the Certificate of Incorporation authorized that decision, and despite the fact that the decision has proved to be a resounding success for the Foundation. [See: What is PRINCO?; What has happened to the Foundation’s assets since engaging PRINCO?]

Apparently as part of their strategy to recapture money previously given to Princeton so they can control an even larger pool of assets themselves, the Robertson family members also claimed that the Certificate of Incorporation limits spending by the Foundation to dividends and interest earned by its endowment and prohibits the Foundation from spending realized capital gains. They took this position notwithstanding the unambiguous language of the Certificate itself that permits such spending, the adoption of the Uniform Management of Institutional Funds Act (“UMIFA”) in Delaware and New Jersey that also unambiguously permits such spending, and the routine practice of other managers of charitable corporations to include realized capital gains in spending decisions. Plaintiffs ask that Princeton reimburse the Foundation for realized gains transferred to the University since 1992. As described below, the court rejected these arguments, granting Princeton's motion for summary judgement on the issue. [See: What does the Certificate of Incorporation say about the Robertson Foundation’s ability to spend realized capital gains?; Does the law have anything to say about the expenditure of realized gains?]

Finally, the Robertson family members challenge Foundation funding for certain aspects of the Woodrow Wilson School graduate program, such as School research centers and summer salaries for graduate school faculty. Because these family members disagree with the School’s determination that such expenditures benefit the graduate program, they want the court to order Princeton to refund these expenditures to the Foundation. [See: What is the Scholars in the Nation's Service initiative?]

Has the Robertson family always disapproved of the Woodrow Wilson School or the way Princeton has used Foundation assets?

No. For most of the history of the Foundation, the family was very supportive of the Woodrow Wilson School and of the University’s use of the Foundation’s assets. The vast majority of decisions made by the Foundation in its 45 year history were made with the unanimous support of the board—including Charles and/or William Robertson, who, between them, attended all of the board meetings held in the past 45 years. (Between the time he was appointed to the Foundation board and the time he filed suit against Princeton, William Robertson attended 28 board meetings and more than 60 meetings of the Foundation’s Investment Committee.)

In 1977, for example, Charles Robertson wrote that he “never had cause for regret” that his wife had provided support for the Woodrow Wilson School, which he described as “first rate” and “doing an outstanding job.” [Document: Charles Robertson's January 8, 1977 Letter (.pdf)]

In January 1981, plaintiff William Robertson wrote that “The Woodrow Wilson School is the leading educational institution in the world in the field of public and international affairs as a result of (a) its fine faculty and student body and the administration by Princeton University and (b) the great financial capability it possesses as a result of the Robertson Foundation gift by Marie and Charles Robertson.” 

Ten years later, in 1991, plaintiff William Robertson wrote: “… I have to say, [the Robertson Foundation is] achieving the kinds of goals that Mom and Dad would have hoped for. The Woodrow Wilson School continues to be the foremost school in public and international affairs in the world.” 

Is there any allegation that any University-designated trustee acted for his or her own personal benefit?

No. There has never been any allegation whatsoever that any current or former University-designated trustee ever derived a financial gain from service to the Robertson Foundation. (The trustees are not even compensated for their service on the board.) Although plaintiffs and their counsel frequently invoke the rhetoric of “fraud” and “theft,” there are no allegations that any Foundation funds were ever diverted to any University-designated trustee or away from Princeton University.