bank officer (Milione), a state senator (Steele), a Common Pleas judge (Stefan), and veteran practicing lawyers (Maddock, Williams, Lodge, Scharfenberger).
We have found that Widener did not exercise duress or compulsion and was not aware of duress or compulsion by any other party. We also find that the activities of Dean Weeks, and more particularly, the students and parents do not constitute coercion or duress. In the first place, this theory which we have dubbed the doctrine of "ambient coercion," does not state a valid cause of action. Without the acquiescence in or knowledge of Widener of such activities, plaintiffs may not achieve a rescission of the Widener agreement. Dean Weeks was the employee and agent of DLS; it is DLS, not Widener, which is chargeable with responsibility for his conduct.
In any event, the conduct of Dean Weeks and the students and parents does not rise to the level of duress or unlawful compulsion cognizable in law. Plaintiffs focus on several sporadic incidents of student threats and improper conduct -- nuisance letters to Plechner, "threats" to Avins, the disruption of a class. Aside from the fact that there is no proof that these incidents influenced anyone, they do not show a systematic pattern of extreme conduct such as would warrant concluding that unlawful conduct was a matter of serious concern. Rather, the incidents are consistent with and were more clearly viewed by all concerned as part of a charged and excited atmosphere when students were extremely worried about getting accreditation so that their years at DLS would not be a total waste. There is no evidence that Dean Weeks had anything to do with these miscellaneous incidents. There is no evidence of an unlawful threat or act on Dean Weeks' part. Dean Weeks favored affiliation with a college or university from the time he came to DLS and urged this solution to the accreditation problem throughout the next year. There is no evidence that Dean Weeks held this view for any reason other than his good faith belief, based on his experience as a law school dean, that it would result in accreditation.
Beyond these miscellaneous activities, the "pressure" complained of by plaintiffs comes down to the lobbying by students and parents for affiliation (through letters, personal pleas, and legal representations) and the threat of a lawsuit for breach of fiduciary duty if the trustees did not endorse affiliation. None of these activities constituted unlawful conduct.
On the contrary, they were the proper method of expression of a legitimate concern of those most drastically affected by the need for accreditation. In view of the "track record" of DLS in regard to accreditation, and the impending graduation, no one can seriously doubt that the students and parents had a legitimate and reasonable grievance against the trustees and Avins in particular. The students had waited since 1971 for accreditation. They saw DLS turned down three times by different inspectors. They were aware that affiliation was given positive consideration by the ABA (ABA Standard § 210) and more importantly that Dean White had formerly argued that it was in the "best interests" of DLS and would "enhance accreditation." Furthermore, there were no disadvantages to the students as a result of affiliation. There was thus, as Mr. Lodge put it, nothing to lose and everything to gain from affiliation. Affiliation was not even a new idea to DLS students, since the first catalogue suggested the possibility of affiliation to entering students. Indeed, the only disadvantage of affiliation suggested in the entire record is that Avins and his supporters would lose control of DLS.
B. Undue Influence
Plaintiffs' claims of undue influence are founded upon Restatement of Contracts §§ 496 and 497 and some inapposite case law. The Restatement of Contracts, § 497 defines undue influence as follows:
Where one party is under the domination of another, or by virtue of the relationship between them is justified in assuming that the other will not act in a manner inconsistent with his welfare, a transaction induced by unfair persuasion of the latter, is induced by undue influence and is voidable.
Clearly Widener does not hold the requisite relationship to the DLS Trustees for the concept of undue influence to apply. Plaintiffs originally alleged undue influence by the ABA but withdrew such claims. That leaves only Dean Weeks, students and parents as the possible targets of this charge. Obviously, the trustees were not under the "domination" of students and parents, and the students and parents owed no obligation to the DLS trustees. It was the DLS trustees who had an obligation to the students and parents.
The relationship between Dean Weeks and the DLS trustees -- one of employer-employee -- has not been treated as the type of relationship which invokes the concept of undue influence. The comments to the Restatement state: "The relationships that ordinarily fall within the rule are those of parent and child, guardian and ward, husband and wife, physician and patient, attorney and client, clergyman and parishioner." Section 497, comment a. Although other relationships may be included, undue influence is generally considered in a situation of virtual dependence or absolute trust, e.g., Appeal of Robie, 141 Me. 369, 44 A.2d 889 (1945); Webber v. Phipps, 95 N.H. 1, 56 A.2d 538 (1948). Since the Board of Trustees had the power to fire Dean Weeks, he certainly could not exercise power over the trustees. Dean Weeks was the agent of the DLS trustees, and his conduct may not be attributed to Widener. However, even assuming arguendo that Dean Weeks owed a fiduciary duty to the board as plaintiffs argue, he did not mislead the board or act unfairly so as to breach that duty. His conduct was completely consistent with his obligations to DLS and its students. Plaintiffs' claim of undue influence must therefore fall.
C. Delaware Corporation Law
To support their assertion that the mechanism by which DLS affiliated with Widener violated the Delaware Corporation Law, plaintiffs cite cases involving business corporations. DLS, however, is a nonprofit corporation, which has no shareholders with a direct pecuniary interest in it. Plaintiffs do not challenge this characterization nor could they very well do so, since a law school that is proprietary in any sense cannot be accredited.
Furthermore, the school was initially financed by $175,000 in prepaid tuition collected from students who were led to believe that DLS would be accredited by the time they graduated and who therefore had reason to expect that appropriate efforts were being made to achieve that goal.
The certificate of incorporation of Delaware Law School spelled out that:
EIGHTH: This corporation is not organized for pecuniary profit of its trustees or officers, nor may it issue stock or declare or distribute dividends, and no part of its net income shall inure to the benefit of any of the aforementioned persons, and any balance of money or assets remaining after full payment of corporate obligations of all kinds shall be devoted to the educational purposes of the corporation; provided, that the corporation may pay actual expenses and salaries of officers for services actually rendered to the corporation.