Steeneck v. University of Bridgeport

• Decision Date: 19 December 1995
• Docket Number: No. 15168,15168
• Citation: 235 Conn. 572,668 A.2d 688
• Court: Connecticut Supreme Court
• Parties: , 106 Ed. Law Rep. 203 Beatrice STEENECK et al. v. UNIVERSITY OF BRIDGEPORT et al.

Page 688

668 A.2d 688

235 Conn. 572, 106 Ed. Law Rep. 203

Beatrice STEENECK et al. v.UNIVERSITY OF BRIDGEPORT et al.

No. 15168.

Supreme Court of Connecticut.

Argued Sept. 21, 1995.

Decided December 19, 1995.

[235 Conn. 573] Michael A. Stratton, for appellant (plaintiff Ruth Steinkraus Cohen).

Frederick S. Gold, with whom were Ellen A. Jawitz, and, on the brief, Robin G. Frederick, for appellees(named defendant et al.).

James R. Fogarty, with whom was Carolyn Alexander Collins, for appellee(defendant Professors World Peace Academy).

Before PETERS, C.J., and BORDEN, BERDON, NORCOTT and PALMER, JJ.

NORCOTT, Associate Justice.

The principal issue in this appeal is whether the plaintiffRuth Steinkraus Cohen has standing, as a "life trustee" of the University of Bridgeport, to challenge, as ultra vires, certain actions taken by the university's board of trustees.Cohen was one of a group of plaintiffs at trial that included students, donors, alumni, and a former trustee, who brought this action against the defendants, the University of Bridgeport (university), the university's board of trustees(board) and the Professors World Peace Academy (academy), ¹ challenging the validity of a contractual agreement between the university and the academy, and seeking certain declaratory and injunctive relief.The defendants moved to dismiss the action for lack of subject matter jurisdiction, claiming that each of the plaintiffs lacked standing to attack the validity of the agreement.The trial court granted the defendants' motions as to all of the plaintiffs and dismissed the complaint.Only Cohen the life trustee, appealed from the judgment of the trial court to the Appellate Court.We transferred the appeal to this court, pursuant to Practice Book§ 4023andGeneral Statutes § 51-199(c).We affirm the judgment of the trial court.

The university is a nonstock, nonprofit corporation, originally chartered in 1927 by special act of the legislature to operate a college.² The university's internal governance structure is set out in its bylaws.The "rights, powers and privileges" of the university are vested in a board of trustees.The bylaws create three categories of trustees: "term trustees,""life trustees" and "honorary trustees."Term trustees serve four year terms, are counted in determining a quorum of the board, vote on board action, hold office and serve as members and chairpersons of the standing and executive committees.Life and honorary trustees are deemed to "have all the privileges of a Trustee" but may not "vote, or hold any office or standing committee chair, or be a member of the Executive Committee, nor be counted in determining a quorum."

Cohen was elected life trustee in 1988.As a life trustee, she attended and participated in deliberations at board meetings and served on the academic affairs committee.During 1990 and 1991, the university experienced serious financial distress.After considering a number of options to improve the university's financial position, the board entered into a financial agreement with the academy ³ in May, 1992.⁴ At the core of the agreement, relevant to the merits of Cohen's challenge, was the academy's promise to loan the university $50.5 million over several years, which loan would become a grant upon fulfillment of the contract conditions.In exchange for that loan, the university granted the academy a security interest in the university's property and the right, embodied in the university's bylaws, to nominate 60 percent of the board's voting members.

Prior to instituting this action, several of the plaintiffs had brought a substantially similar declaratory judgment action against the university, the board, the academy, and the board of governors for higher education.The trial court, however, had dismissed that action for lack of subject matter jurisdiction owing to the plaintiffs' failure sufficiently to particularize their claim of aggrievement.Steeneck v. University of Bridgeport, Superior Court, judicial district of Stamford-Norwalk at Stamford, Docket No. CV 93 0131577, 1993 WL 298909(July 29, 1993).The original plaintiffs, together with five additional plaintiffs, subsequently instituted the present declaratory judgment action against the same defendants, alleging, inter alia, that the agreement and certain amendments to the university's bylaws implementing the terms of the agreement violated state law, public policy and a charter requirement to operate as a nonsectarian institution.They sought to have the agreement declared invalid and to have the university enjoined from operating and conferring degrees, or, alternatively, to have the court appoint a receiver to remove the present board of trustees and select a new board not affiliated with the academy.

In this case, the defendants again moved to dismiss these claims for lack of subject matter jurisdiction on the basis of lack of standing.⁵In their revised complaint, the plaintiffs claimed to possess "legal and equitable interests which are endangered by reason of [the] agreement and the present governance structure at UB in that ... Ruth Steinkraus Cohen is a life trustee of UB, and as such she has fiduciary duties to the University; she has a property and personal interest in ensuring that the University operates lawfully and in compliance with its charter, and she has a property interest in being notified of the deliberations that she was excluded from that led to the acceptance by UB of the ... agreement."Following a hearing on issues regarding the student plaintiffs' standing, ⁶ two of the three student plaintiffs withdrew from the action, and the action was withdrawn as to the board of governors for higher education.In a posthearing brief, Cohen asserted, as an additional basis for permitting herself, as life trustee, to maintain the action, that she had statutory standing under General Statutes § 33-429⁷ to challenge the agreement as ultra vires.

The trial court concluded that Cohen had failed to demonstrate a sufficient personal and legal interest in enforcing the operation of the university in accordance with its charter to satisfy the requirements of common law standing.As to statutory standing, the trial court concluded that, even if Cohen could qualify as a "member" of the university, ⁸ the agreement constituted a completed transaction not subject to ultra vires challenge under § 33-429 and that Cohen lacked statutory standing as well.The trial court concluded that all of the other plaintiffs lacked standing, and thus dismissed the complaint for lack of subject matter jurisdiction.This appeal, by Cohen only, followed.

Cohen argues that the trial court improperly concluded that: (1)she lacked statutory standing under § 33-429 to bring an ultra vires claim; and (2)she was not sufficiently aggrieved by the board's actions to establish common law standing.Specifically, she argues that, as a life trustee, she is properly considered a "director" under § 33-429, and that the question whether the agreement is a completed transaction is a substantive question not properly resolved as a matter of standing.Alternatively, she argues that if she is not a director under § 33-429, she nevertheless has common law standing, either as a fiduciary, or as a party with a "special interest" in the enforcement of the university's charter terms, to maintain an action to enjoin the board's allegedly ultra vires acts.We are unpersuaded by these contentions.

"It is a basic principle of our law ... that the plaintiffs must have standing in order for a court to have jurisdiction to render a declaratory judgment."(Internal quotation marks omitted.)Connecticut Business & Industry Assn., Inc. v. Commission on Hospitals & Health Care, 218 Conn. 335, 346, 589 A.2d 356(1991);seePractice Book§ 390(a) and (b).⁹"A party pursuing declaratory relief must ... demonstrate, as in ordinary actions, a 'justiciable right' in the controversy sought to be resolved, that is, 'contract, property or personal rights ... as such will be affected by the [court's] decision.' "Connecticut Business & Industry Assn., Inc. v. Commission on Hospitals & Health Care, supra, at 348, 589 A.2d 356, quotingMcGee v. Dunnigan, 138 Conn. 263, 267, 83 A.2d 491(1951)."When standing is put in issue, the question is whether the person whose standing is challenged is a proper party to request an adjudication of the issue and not whether the controversy is otherwise justiciable, or whether, on the merits, the plaintiff has a legally protected interest that the defendant's action has invaded."Mystic Marinelife Aquarium, Inc. v. Gill, 175 Conn. 483, 492, 400 A.2d 726(1978).

Standing is established by showing that the party claiming it is authorized by statute to bring suit or is classically aggrieved.Cf.Zoning Board of Appeals v. Planning & Zoning Commission, 27 Conn.App. 297, 605 A.2d 885(1992)."The fundamental test for determining aggrievement encompasses a well-settled twofold determination: first, 'the party claiming aggrievement must successfully demonstrate a specific, personal and legal interest in [the challenged action], as distinguished from a general interest, such as is the concern of all members of the community as a whole.Second, the party claiming aggrievement must successfully establish that this specific personal and legal interest has been specially and injuriously affected by the [challenged action].' "Mystic Marinelife Aquarium, Inc. v. Gill, supra, 175 Conn. at 493, 400 A.2d 726, quotingNader v. Altermatt, 166 Conn. 43, 51, 347 A.2d 89(1974)."The determination of aggrievement presents a question of fact for the trial court and a plaintiff has the burden of proving that fact."Mystic Marinelife Aquarium, Inc. v. Gill, supra, at 493, 400 A.2d 726."The conclusions reached by the trial court cannot be disturbed on appeal unless the subordinate facts do not support them."(Internal...