Kean and Union in all-out ‘war’

Kean University files lawsuit against the township in ongoing battle over Merck property

UNION – Although it may appear the problems between the township and Kean could not get any worse, according to papers filed in court last week by the university things have escalated into a full blown “war.”

The university filed a civil action in Union County Superior Court in an attempt to disqualify the law firm representing the township in the ongoing battle over who actually has the legal right to develop the Merck property.

At issue is whether the firm of McManimon, Scotland and Bauman should be disqualified from representing the township’s interests in court because a year ago Kean engaged the same firm to discuss strategy against Union in a legal issue they were involved in concerning another matter.

According to legal documents filed in Union County Superior Court by Lindabury, McCormick, Estabrook and Cooper, Kean is alleging that the township’s law firm “simply changed sides in the middle of the same war.”

“The parties are the same and the issues are the same,” the lawsuit contended, pointing out the same law firm that represented Kean University in an “initial battle,” is now representing the township of Union “in the second battle while fighting the same war.”

The lawsuit goes on to explain in its legal argument that McManimon Scotland and Bauman “has now simply changed sides and is representing the township of Union in a matter involving a different parcel of land, but the same parties and same issues.”

The civil suit said the court is faced with the task of balancing a client’s right to choose counsel against the need to maintain high ethical standards in the legal profession which they maintained was breached.

The entire issue revolves around the spring of 2013 when Kean was involved in acquiring land from the state to build a new residence hall development. According to Kean, the township opposed this development and objected to the university’s attempt to obtain the land from the state.

During the legal discovery period involving this issue, Kean hired McManimon, Scotland and Baumann to represent them, discussing the relationship the university had with the township.

The state university also sought advice from this firm in how to deal with the complaints and concerns made by Union, along with legal advice on how to defend itself against the township’s opposition to acquiring the state land.

Attesting to this was Felice Vazquez, the university special counsel to Kean President Dawood Farahi since 2012, according to her professional webpage. Vazquez, according to her profile, previously worked for Weiner-Lesniak from 2005 to 2012, the law firm of Democratic State Sen. Raymond Lesniak. Lesniak is known to be a close ally of Farahi and a staunch supporter of Kean University.

Vazquez maintained in a statement of facts in documents filed with the court that she engaged in “confidential communications about that project with both Glenn Scotland and Jennifer Credidio, both partners in McManimon, Scotland and Bauman.

The former Kean special counsel also said in court documents that she disclosed to these two attorneys “the challenges” the university had because of the township’s objection to the university’s expansion plans.

Additionally, Vazquez indicated she discussed with them strategies the university had come up with in order to deal with issues involving the township.

Kean’s legal team pointed out that less than a year after McManimon, Scotland and Bauman represented Kean and had confidential discussions with them about the township, the same firm is now representing Union in “opposing” the university’s potential acquisition of additional property.

That additional property involves the 50-acre Merck tract fronting Morris Avenue, which is directly across from the Green Lane entrance to the university.

Kean’s legal team also alleged that McManimon, Scotland and Bauman are “dealing with the exact same issues it addressed while representing Kean.”

Kean’s attorneys argue that this legal switch “violates the New Jersey Rules of Professional Conduct,” which they said the court should determine violates the duty owed to its former client, Kean University.

When contacted by LocalSource Friday, Union Administrator Ron Manzella said the township had just received these court documents and as of yet their legal advisors had not formulated a response to the court.

Meanwhile, issues involving last week’s battle between the township and Kean continued to smolder.
That firestorm concerned whether a resolution authorizing the university to “undertake due diligence” associated with the purchase of the 50-acre tract of land owned by Merck was actually on the Board of Trustees’ June 23 meeting agenda at some point.

While township officials and Kean faculty admitted they saw the resolution on a tentative agenda approximately a week prior to the meeting, it was not on the agenda the night of the meeting.

The township did launch an all out effort to get the board of trustees to vote down any measures to move forward with buying the property, including taking a paid advertisement in Localsource and sending out as many as 20,000 robo-calls to residents alerting them to what could happen to Union’s tax base should this deal continue to move forward.

When LocalSource questioned Kelly about this resolution and the fact it was on the tentative agenda but disappeared by the time the meeting took place, she denied it ever appeared on any agenda.

“There never was a resolution on the agenda regarding this issue. It’s in litigation,” the executive director said, adding that she did not know anything about it.

Nevertheless, documents provided to LocalSource show there were resolutions from the finance committee involving acquisition of the Merck property.

Specifically, one authorizing Kean to undertake due diligence associated with the purchase of the Merck property, and another authorizing the university to secure the services of an environmental remediation firm for “the purpose of due diligence on property owned by Merck.”
While neither of these resolutions surfaced at the June 23 meeting, Mayor Clifton People has not let his guard down. In fact, he is more committed than ever to do all he can to protect the township’s ratable base.

For instance, on June 26, People put out another “robo-call” to township residents with an update on what transpired since his last two calls the week before.

The pre-recorded message thanked residents for making their voices heard, explaining that because they responded to his previous pleas to call or email Kean, the Kean Board of Trustees did not vote to move forward on buying the Merck property.

“They tabled the motion to vote on the land purchase until the courts make their ruling and that is a direct result of your calls and emails,” said People, but added that Farahi has said he intends to move forward with legal proceedings, and if successful, would ensure the township loses $5 million in property taxes after the township pays for their own legal defense.
At the end of the automated call, the mayor urged residents to not let their guard down.

“It is critically important that we continue to make our voices heard to Dr. Farahi’s office and demand he drop these legal proceedings and work with all of us to move forward to the benefit of Union township and county taxpayers,” said the mayor.

People told residents that even as Kean’s bond rating continues to plummet and school enrollment drastically declines “they are continuing to move forward with legal proceedings and denying an existing offer from a developer that would benefit taxpayers, even though they have not stated any alternatives publicly.”

The entire legal issue between the township and Kean revolves around whether or not the Kean family had the right to assign the “right of first refusal” to the university to buy the Merck property, which previously was owned by the Kean family.

The right of first refusal clause goes back to 1927 when the Kean family held title to the 50-acre parcel of land, previously owned by Schering-Plough until Merck took over the company a few years ago. A “covenant” or special amendment was added when the land was sold to Schering-Plough in 1986 to ensure that if they ever sold it, the Kean family would have the right to buy it back.

Whether this covenant is still legally binding is at the core of a legal dispute going on now between the developer who has been negotiating to buy the property for more than a year, the township and Kean University.

Since the Kean family assigned the first right of refusal to the Kean Board of Trustees in April, the developer, John Russo, filed a lawsuit against Kean, the board of trustees and township seeking a decision on whether the covenant has any legal merit.

The township is up in arms because if Russo is able to buy this prime piece of acreage bordering Morris Avenue, the township could generate close to $5 million in tax revenue annually. If Kean University acquires it, the township will lose the $800,000 they are now getting and receive no tax revenue because state universities are not required to pay taxes.