## Facts

- South Texas College of Law (a private law school) and Texas A&M University (a public university without an approved law program) executed an “Exclusive Affiliation” agreement in January 1998.
- The agreement permitted limited use of A&M’s name and logo by South Texas, while stating it did not merge the institutions or change South Texas’s private status.
- The agreement gave A&M governance influence at South Texas, including six of nineteen seats on South Texas’s board, two of six seats on its executive committee, and an appointment role on an admissions committee.
- The agreement contemplated close institutional coordination, including shared resources and staff support, assimilation of students and alumni into A&M affairs, and development of joint or combined degree programs.
- Under the Texas Education Code, the Texas Higher Education Coordinating Board has exclusive authority to approve public institutions’ roles and missions and to approve or disapprove degree programs.
- South Texas sued for a declaration that Board approval was unnecessary; A&M intervened. The Board counterclaimed that the agreement violated governing law and public policy and sought declaratory and injunctive relief.
- The trial court granted summary judgment to the Board, declared the agreement void, and permanently enjoined the parties from acting under it.

## Issues

1. Whether Texas A&M could enter into and operate under the affiliation agreement without prior approval of the Texas Higher Education Coordinating Board when the agreement effectively expanded A&M’s role and mission into legal education.
2. Whether the agreement was ultra vires and void under the Texas Education Code and the state’s policy of centralized coordination of public higher education, warranting declaratory and injunctive relief.

## Decision

- The court of appeals affirmed summary judgment for the Board.
- It held the agreement effectively expanded A&M’s mission into legal education, a change requiring prior Board approval under the Education Code.
- Because A&M lacked authority to implement that mission expansion by contract, the agreement was ultra vires and void.
- The permanent injunction prohibiting the parties from acting or purporting to act under the agreement was upheld.

## Legal Principles

- A public university’s powers are limited to those granted by statute, and it may not accomplish by contract what the statutory scheme reserves to a coordinating agency.
- Where the Legislature grants a coordinating board exclusive authority over public institutions’ roles, missions, and degree programs, institutional arrangements that effectively alter a university’s mission require that board’s prior approval.
- Courts assess the practical effect of an agreement, not its labels or disclaimers, when determining whether it changes a public institution’s role or mission.
- Contracts exceeding a public institution’s delegated authority are ultra vires and unenforceable, and declaratory and injunctive relief may issue to prevent implementation.

## Conclusion

The court upheld centralized statutory control over public-university missions and degree offerings, holding that an affiliation designed to create an A&M-identified law presence could not proceed without Coordinating Board approval and was void because it exceeded A&M’s statutory authority.


S. Tex. Coll. of L. v. Tex. Higher Educ. Coordinating Bd., 40 S.W.3d 130 (Tex. App.—Austin 2000)