## Facts

- Peabody College entered written agreements with the Tennessee Division of the United Daughters of the Confederacy (UDC) under which the UDC contributed funds toward constructing a women’s dormitory.
- The agreements conditioned the gift on the dormitory being named “Confederate Memorial Hall” (or “Confederate Memorial”) and being used to house descendants of Confederate soldiers.
- Peabody later merged into Vanderbilt University, which assumed control of the dormitory and continued using the agreed name for decades.
- Around 2000, Vanderbilt’s chancellor renamed the dormitory “Memorial Hall,” citing that “Confederate” had become associated with racial animosity and was inconsistent with the university’s current mission.
- The UDC sued in chancery court for breach of contract and sought declaratory and injunctive relief and damages to compel restoration of the original name and/or compensation.
- The trial court granted Vanderbilt summary judgment, concluding it would be impractical and unduly burdensome to require continued compliance with the naming provision.
- The UDC appealed; the appellate court reviewed summary judgment de novo.

## Issues

1. Whether the agreements created an enforceable conditional charitable gift binding Vanderbilt as Peabody’s successor, such that Vanderbilt could not unilaterally rename the dormitory.
2. If the renaming breached the gift’s conditions, what remedy is available to the donor.

## Decision

- The Court of Appeals reversed the trial court’s grant of summary judgment to Vanderbilt.
- The court held the agreements were conditional charitable gifts (not a commercial exchange) and that maintaining the “Confederate Memorial Hall” name was an express condition.
- Vanderbilt’s renaming of the dormitory breached the gift conditions, and Vanderbilt failed to show a legal basis to modify the condition on summary judgment.
- The UDC was granted partial summary judgment; Vanderbilt must either restore and maintain the contractual name or return the present value of the UDC’s gift if it insists on keeping the new name.
- The case was remanded for further proceedings, including calculation of the gift’s present value if repayment is elected.

## Legal Principles

- A donation to a charitable or educational institution made subject to stated conditions is enforceable as a conditional charitable gift (often analyzed as a revocable charitable trust or gift subject to conditions) according to the creating documents.
- A successor institution that takes control of property subject to gift conditions remains bound by those conditions absent a lawful release or modification.
- When a donee fails to comply with conditions of a charitable gift, the donor’s remedy is recovery of the gift; in this context, recovery may be measured by the gift’s present value rather than general contract expectation damages.
- Policy objections, reputational concerns, or generalized assertions of undue burden do not, without a legally sufficient showing, authorize unilateral alteration of express conditions attached to a charitable gift.

## Conclusion

The court treated the dormitory-naming agreements as a conditional charitable gift and held that Vanderbilt’s unilateral renaming breached an express condition; Vanderbilt was required to restore the contractual name or repay the donation’s present value.


Tenn. Div. of the United Daughters of the Confederacy v. Vanderbilt Univ., 174 S.W.3d 98 (Tenn. Ct. App. 2005)