Ashe v. Yale University

Syllabus

The plaintiffs, alumni of the defendant university, appealed from the trial court's judgment granting in part the defendant's motion to dismiss, granting the defendant's motion for summary judgment and denying the plaintiffs' motion for summary judgment. The defendant's board of trustees included six alumni fellows elected by alumni, a position created by an 1872 amend- ment to the defendant's charter. From 1929 until 2021, an alumnus could utilize a petition process to be placed on the ballot as a candidate for the alumni fellow position. After the petition process was eliminated, the plaintiffs commenced the present action against the defendant, claiming a violation of the Connecticut Revised Nonstock Corporation Act (§ 33-1000 et seq.) and breach of contract. On appeal, the plaintiffs claimed, inter alia, that the court improperly determined that the plaintiffs lacked standing to pursue their breach of contract claim because they were not third-party beneficiaries of the defendant's charter. Held: The trial court properly granted the defendant's motion for summary judg- ment on the plaintiffs' breach of contract claim on the ground that the plaintiffs lacked standing, as, considering the language and circumstances of the 1872 amendment, and the defendant's course of conduct, the charter permitted the defendant to regulate alumni fellow elections and did not impose on the defendant an obligation to conduct alumni fellow elections in a particular manner, and, because the purpose and motives behind the 1872 amendment were intended to benefit the defendant, not the plaintiffs, the plaintiffs were not third-party beneficiaries of the charter for purposes of standing. The trial court properly granted the defendant's motion to dismiss the count of the plaintiffs' complaint alleging ultra vires acts by the defendant in instituting certain candidate restrictions and terminating the petition process in violation of the Connecticut Revised Nonstock Corporation Act, as the p