Fenn College v. Nance

In December 1964, the State of Ohio, recognizing the need for greater access to higher education, formed Cleveland State University (CSU). At the time, Fenn College (Fenn) (plaintiffs), a nonprofit organization, operated a college in the Cleveland area. Fenn, struggling with the rising costs of higher education, entered into an agreement with CSU, the purpose of which was to turn over Fenn College to CSU. Under the agreement, Fenn was to convey all land and buildings to the State of Ohio, transfer all equipment, furniture, and assets to CSU, and arrange for its faculty to transition to CSU. The trustees of CSU agreed to pay Fenn $260,000 and establish the Fenn College of Engineering at CSU. By amended articles of incorporation, Fenn would become an educational foundation after the agreement was finalized, with the aim of supporting scientific, literary, and charitable causes. Fenn filed an action for declaratory relief, seeking to resolve certain questions and gain legal approval for the agreement and its transition. Specifically, Fenn wanted the court to (1) declare that Fenn and the trustees of CSU had full power to enter into the agreement; (2) authorize performance of the agreement; (3) authorize the transfer of property and assets donated by individuals to Fenn; and (4) authorize the dissolution of Fenn College and declare that Fenn could continue to operate as a nonprofit foundation. The Young Men’s Christian Association of Cleveland, Ohio, along with other individuals and organizations that had donated to Fenn (collectively, the donors) (defendants), did not raise any objections.