Rider University's $40 million deal to sell Westminster Choir College to a Chinese company should be called off because of contract terms allowing the buyer to shut down Westminster's graduate and undergraduate music programs at any time, opponents of the deal claim.

The revelation, disclosed to a group of Westminster graduates and other supporters in an Open Public Records Act request to the Attorney General's Office, provides new ammunition to the supporters in their battle to halt the sale. They say it contradicts Rider's prior public statement that Westminster's music programs would continue to operate for at least a decade after the planned sale of the school and its 23-acre campus to Bejing Kaiwen Education Technology Co. And Kaiwen would be in violation of state law governing nonprofits if it sold off Westminster's real estate for profit-making purposes, said Bruce Afran, the lawyer representing the music school's supporters.

Rider signed the deal to sell Westminster to Kaiwen in June 2018, but it has refused to make the terms of the deal public, said Afran, who obtained a copy of the contract through an OPRA request. Afran represents a group of alumni, former trustees and other supporters of the school in a lawsuit in Mercer County Superior Court that seeks to halt the proposed sale. The suit also includes the attorney general as a defendant under its obligation to regulate nonprofit entities.

The contract provision allowing the new owner to shut down Westminster “is the reason, clearly, that they were withholding the agreement—this is the smoking gun,” Afran said.

In light of the sales contact's provision allowing the new buyer to cease operations of Westminster if it determines that continuing to do so would be “substantially impracticable, economically infeasible or would substantially adversely affect” it, the school's supporters will ask Attorney General Gurbir Grewal to oppose the sale, said Afran. Superior Court Judge Paul Innes has asked the attorney general to review the proposed sale and report on any legal issues.

In addition, disclosure of the sales contract shows that it calls for Westminster's land and buildings to be held by a for-profit entity, according to Afran.

“This is really a land grab that Rider University is complicit in. This contract, now that we've seen it, is not an effort to operate a college, it's a device that will allow the transfer of a nonprofit college to a private commercial investment company,” Afran said.

Rider spokeswoman Kristine Brown said in a statement about the contract terms,

“Rider University engaged in a thorough and thoughtful process to seek a partner with the financial resources to keep Westminster Choir College open and operating at its existing location in Princeton, New Jersey. That process involved contacting approximately 280 domestic and international entities about their interest in acquiring and operating WCC.”

“The Rider Board has worked ceaselessly to find a partner to continue to operate WCC and ultimately determined that the transaction proposed by the current buyer was the best opportunity to preserve WCC in Princeton,” the Rider statement said.

“Rider has found a buyer willing to keep Westminster open and to make a commitment to invest $16 million in Westminster over a five-year period. The buyers also committed to operate the Westminster Choir College at the current campus location for no less than 10 years, and to substantially maintain the current academic offerings for no less than five years,” the Rider statement said. “The ability to modify, change, or discontinue academic offerings and programs because they are deemed substantially impracticable, economically infeasible or would substantially adversely affect WCC or Rider is the same right under which Rider has operated Westminster under the terms of the Merger Agreement entered into between Rider and Westminster in 1991.  It is irresponsible to suggest that Rider entered into an agreement that allows the buyer to close Westminster at any time.”

Rider's attorneys at Pepper Hamilton did not respond to requests for comment on the contract terms. A spokesman for the attorney general declined to comment.

Westminster, founded in 1920, moved to its present location in central Princeton in 1934 thanks to a gift of property from philanthropist Sophia Strong Taylor. The school merged with Rider in 1992, which is located seven miles away in Lawrenceville. Rider, beset with financial difficulties, announced it would sever its relationship with Westminster in 2017.

With the aid of PricewaterhouseCoopers, Rider contacted 281 parties in its effort to find a new partner for Westminster, receiving 13 formal proposals. Of those, five expressed interest in Rider's preferred option of maintaining and operating Westminster in Princeton, Rider said. No U.S.-based higher education institution expressed interest in operating Westminster in Princeton, and only one U.S. educational institution expressed interest in taking Westminster to its campus, but after limited diligence, declined to pursue the arrangement further.

Read the agreement below: