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Loeb & Loeb is proud to share that the firm successfully represented The Claremont Colleges in securing a favorable resolution to an eight-year dispute with the Claremont School of Theology (CST), involving five actions, three appeals and an arbitration—a case that has significant implications for preserving the enforceability of historic agreements.
In 1957, CST acquired land from The Claremont Colleges, subject to a promise that the land would be used for educational purposes only. The agreement also included a right of first offer, allowing The Claremont Colleges to repurchase the land, based on an agreed formula, upon the occurrence of certain triggering events.
Decades later, as land values had risen dramatically and CST was no longer engaged with the educational community, CST sought to invalidate the 1957 agreement. This would have allowed CST to sell the property to the highest-bidding commercial developer.
In 2021, the Loeb team secured a published appellate decision affirming The Claremont Colleges' entitlement to enforce, as equitable servitudes dating back to 1957, both the right of first offer and the educational use restriction on the former CST campus. Following remand and further litigation, in 2023, the court concluded that the right of first offer had been triggered and ordered CST to sell the property to The Claremont Colleges.
The next dispute related to the repurchase price under the 1957 formula. CST argued that the formula could not be implemented and that the repurchase price should be the fair market value of the property, or $86.6 million. In 2023, an arbitration hearing determined that the first-offer repurchase price was $7.7 million. Following additional litigation to, among other things, confirm the arbitration award, The Claremont Colleges completed the acquisition of the property in December 2024.
The Loeb team that represented The Claremont Colleges through the eight-year dispute was led by Litigation partner Allan Edmiston and included senior counsel Daniel Friedman and paralegal Mariana Nielson. In addition, Paul Rohrer, deputy chair of the firm’s Real Estate department, and partner Connie Pak worked on the purchase and sale transaction of the property.
In 1957, CST acquired land from The Claremont Colleges, subject to a promise that the land would be used for educational purposes only. The agreement also included a right of first offer, allowing The Claremont Colleges to repurchase the land, based on an agreed formula, upon the occurrence of certain triggering events.
Decades later, as land values had risen dramatically and CST was no longer engaged with the educational community, CST sought to invalidate the 1957 agreement. This would have allowed CST to sell the property to the highest-bidding commercial developer.
In 2021, the Loeb team secured a published appellate decision affirming The Claremont Colleges' entitlement to enforce, as equitable servitudes dating back to 1957, both the right of first offer and the educational use restriction on the former CST campus. Following remand and further litigation, in 2023, the court concluded that the right of first offer had been triggered and ordered CST to sell the property to The Claremont Colleges.
The next dispute related to the repurchase price under the 1957 formula. CST argued that the formula could not be implemented and that the repurchase price should be the fair market value of the property, or $86.6 million. In 2023, an arbitration hearing determined that the first-offer repurchase price was $7.7 million. Following additional litigation to, among other things, confirm the arbitration award, The Claremont Colleges completed the acquisition of the property in December 2024.
The Loeb team that represented The Claremont Colleges through the eight-year dispute was led by Litigation partner Allan Edmiston and included senior counsel Daniel Friedman and paralegal Mariana Nielson. In addition, Paul Rohrer, deputy chair of the firm’s Real Estate department, and partner Connie Pak worked on the purchase and sale transaction of the property.
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Deputy Chair, Real Estate -
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