Kean gets right to move forward

Judge allows university to move ahead with purchase, do everything ‘but convey title’

UNION COUNTY — A Superior Court judge last week gave Kean University the right to move forward with buying the Merck property, except for closing title on the 50-acre parcel of land that has been embroiled in controversy for several months.

The legal maneuver that took place in court last week came as a shock to Union officials and Mayor Cliff People who expressed frustration at this latest legal development.

“I don’t understand this. At the last board of trustee meeting Dr. Farahi said they would not be moving forward until the court decided if the right of first refusal could even be assigned to the board by the Kean family, and now this?” said the mayor in an interview with LocalSource Tuesday adding he was “beyond frustrated.”

“He told the board of trustees, the public, the developer and the township one thing and then they are in court arguing to go forward with buying this property,” People said, pointing out that it will be October or November before the entire issue of assigning the right of first refusal is even heard in court.

“By then the university could expend hundreds of thousands of taxpayer dollars pursuing the purchase of this property,” the mayor added.
“We are trying to protect township and county taxpayers but we never know what is going to happen next,” People said.
In fact, while it was expected the board of trustees would be voting at the June 23 meeting on two resolutions involving purchase of the property, these resolutions never surfaced.

However, things became even more muddied when Kean Board of Trustees Executive Director Audrey Kelly told LocalSource the resolutions were never on the agenda.

It is also confusing as to how Kean can legally move forward at this point without approval from its board of trustees.
Farahi, as president of the university, has no legal authority to act on behalf of the board of trustees because they alone are charged with the responsibility of making decisions – financial and otherwise – that involve the welfare and future of the university.

According to the state Trustees’ Reference Guide, board members, appointed by the governor, may have autonomy when making fiscal decisions, but they must abide by certain rules.

The reference guide noted that while the board of trustees works in cooperation with the university president, they have the ultimate responsibility when making major decisions – financially and educationally. Among these fiscal responsibilities included ensuring assets are well managed because the board is supposed to act as fiduciaries for the public.

John Russo of Russo Development had been in negotiations with Merck for over a year and was just about to close the $6.2 million deal when the issue of whether the Kean family could actually assign the right of first refusal to the Kean board of trustees came up.

Frustrated by Kean possibly upsetting the deal, Russo tried to get a court order against Kean to stop them from pursuing any further negotiations with Merck until the court decided if the right of first refusal could be legally assigned.

The township was also named as a third party in this lawsuit which is expected to take place in October or November.
But, before the judge could render a decision involving the restraining order, legally known as a consent order, attorney’s representing Kean agreed to not pursue the Merck purchase until a decision was made in the assigning of the right of first refusal.

At the time, the judge told the university and Russo to work out all the parameters of this consent order and report back when they were in agreement.

According to court documents obtained by LocalSource, attorneys representing Kean told Superior Court Judge Katherine Dupuis that their efforts to come to an agreement with Russo on the order of consent failed, so they asked the court to allow them to move forward with purchase of the Merck property.

The court agreed, but pointed out that the university could do everything but “convey title until the legal issues are resolved by the court.”
Adding yet another legal curve, last week attorneys for Kean filed another civil action in Union County Superior Court in an attempt to have Union’s legal representation in the Merck debacle disqualified from representing the township’s interests.

Kean attorney’s alleged the same law firm the township is now using for the Merck issue actually represented the university a year ago. They claimed this legal team helped Kean in “an initial battle,” and now have turned around and are representing Union “in the second battle while fighting the same war.”

So far there has been no legal decision handed down on the legality of this latest issue.