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Case 4:18-cv-00099-GKF-FHM Document 28 Filed in USDC ND/OK on 04/05/18 Page 1 of 21

IN THE UNITED STATES DISTRICT COURT
FOR THE NORTHERN DISTRICT OF OKLAHOMA

THE T
THE HOMAS L. PEARSON
THOMAS PEARSON AND
T
THE PEARSON FAMILY
HE PEARSON FAMILY MEMBERS
MEMBERS FOUNDATION,
FOUNDATION,

Plaintiff and Counterclaim
Defendant,

v.
V.

T
THE UNIVERSITY OF CHICAGO,
HE UNIVERSITY CHICAGO,

Defendant and Counterclaimant.

AND
AND No. 18-cv-99-GKF-FHM
JURY TRIAL DEMAND
T
THE UNIVERSITY OF CHICAGO,
HE UNIVERSITY CHICAGO,

Counterclaimant and Defendant,

v.

THE T
THE HOMAS L. PEARSON
THOMAS PEARSON AND
T
THE PEARSON FAMILY
HE PEARSON FAMILY MEMBERS
MEMBERS FOUNDATION,
FOUNDATION,

Counterclaim Defendant and
Plaintiff,

T
THOMAS PEARSON,
HOMAS L. PEARSON,

Counterclaim Defendant.

DEFENDANT UNIVERSITY OF CHICAGO’S
CHICAGO'S ANSWER

Defendant University of Chicago (“the University”) answers the complaint of Plaintiff
("the University")

The Thomas L. Pearson and The Pearson Family Members Foundation (“the Foundation”) as set
("the Foundation")

forth below. To the extent not specifically admitted, the University denies all allegations in the

complaint.

1

Case 4:18-cv-00099-GKF-FHM Document 28 Filed in USDC ND/OK on 04/05/18 Page 2 of 21

Nature of the Case

1.
1. The University admits that, subject to the April 3, 2015 Grant Agreement by and

among The Thomas L. Pearson and The Pearson Family Members Foundation, the University of

Chicago, and Thomas L. Pearson (the "Grant
“Grant Agreement"),
Agreement”), the Foundation pledged to contribute

$100 million to the University and the University agreed to establish The Pearson Institute for

the Study and Resolution of Global Conflicts and The Pearson Global Forum. The University is

without knowledge or information sufficient to form a belief as to the truth of the allegations

contained in the second sentence of Paragraph 1 and therefore denies them, and denies all other

allegations in Paragraph 1.

2.
2. The University admits that it, the Foundation, and Thomas Pearson agreed to the

terms of the Grant Agreement, and denies the allegations in Paragraph 2 to the extent they

mischaracterize, vary from, or are otherwise inconsistent with the terms of the Grant Agreement.

3.
3. Denied.

4. Denied.

5.
5. Denied.

6.
6. The University admits that the Foundation paid $11.0 million in 2015, $11.0

million in 2016, nothing in 2017, and $900,000 in 2018. The University admits that the

Foundation’s complaint seeks the return of those payments. The University denies the
Foundation's

Foundation is entitled to the return of these funds or any other relief, and denies all other

allegations in Paragraph 6.

Parties

7. On information and belief, the University admits the allegations in Paragraph 7.

8.
8. Admitted.

2

the parties have agreed that the United States District Court in the Northern District of Oklahoma shall be the exclusive venue for any litigation. 12. The University is without knowledge or information sufficient to form a belief as to the truth of the allegations in Paragraph 13 and therefore denies them. 15. 13. the Pearsons and the University discussed a large grant from the Foundation related to global conflict. or be brought in connection with or by reason of. as stated in Section 10. 9. after months of discussions and negotiations. the Grant Agreement. The University admits that the parties executed the Grant Agreement on April 3. 2015. 11. or are otherwise inconsistent with the terms of the Grant Agreement. vary from. 14.Case 4:18-cv-00099-GKF-FHM Document 28 Filed in USDC ND/OK on 04/05/18 Page 3 of 21 Jurisdiction. 10. Admitted. Admitted. 13. special proceeding or other proceeding between the parties that may arise out of. as stated in Section 1. 10. denies that the concept for the Institute originated with the Pearsons. and is without knowledge or information sufficient to form a belief as to the truth of the remaining allegations in Paragraph 12 and therefore denies them. 15. The University admits that. The University is without knowledge or information sufficient to form a belief as to the truth of the remaining allegations in Paragraph 14 and therefore denies them.4 of the Grant Agreement.2 of the Grant Agreement. The University denies all other allegations in Paragraph 15 to the extent they mischaracterize. 11. 14. Factual Allegations 12. 3 . Venue and Governing Law 9. The University admits that in January 2014. The University admits that Paragraph 15 accurately quotes a selected portion of the mission statement of the Institute and Forum.

Pearson Professor of Global Conflict Studies and Faculty Director. which is the Institute Director as defined by Section 3. 16. denies the allegations in Paragraph 16 to the extent they mischaracterize. as set forth in Exhibit A of the Agreement. 21. The University admits that Section 3. Professor Robinson will be faculty director and The Reverend Dr. Denied. Denied.2 of the Agreement. Pearson Professor of Global Conflict Studies. 18. 18. 20. Denied. or are otherwise inconsistent with the terms of the Grant Agreement. it appointed Professor James Robinson to the position of The Reverend Dr. 17. 2016. that press release further states that. The University admits that in June 2016. vary from. The University admits that the Grant Agreement obligated the University to appoint an Institute Director as described in Section 3. with a one-year cure period ending on September 1. 4 .2(a) of the Grant Agreement. 17.2 of the Grant Agreement describes the Institute Director. and that the due date for this appointment is September 1. 2017. 19.2(a) of the Grant Agreement. vary from. 2016. and denies all other allegations in Paragraph 16. 22.Case 4:18-cv-00099-GKF-FHM Document 28 Filed in USDC ND/OK on 04/05/18 Page 4 of 21 16. and denies the allegations in Paragraph 18 to the extent they mischaracterize. Richard L. The University admits that it was obligated to perform under the terms of the Grant Agreement. effective July 1. or are otherwise inconsistent with the terms of the Grant Agreement. 2016. The Pearson Institute for the Study and Resolution of Global Conflicts. which is the Institute Director as defined by Section 3. 19. The University admits that the second sentence in Paragraph 20 selectively quotes from a June 2. Richard L. press release.

2(a) of the Grant Agreement. Pearson Professor of Global Conflict Studies. Pearson Professor of Global Conflict Studies. 27. or are otherwise inconsistent with the terms of the Grant Agreement. Forum Executive Director. The University admits that. as stated in Section 3. The University admits that. Institute's website and that the Institute's “Institute Director" uses the terms "Institute Director” and "Faculty “Faculty Director" Director” interchangeably to describe Professor Robinson’s position with the Institute. Pearson Professor of Global Conflict Studies and Faculty Director. the University will keep the Donor reasonably informed of its progress in recruiting the initial and any subsequent Institute Director.2(a) of the Grant Agreement. The University admits that the 2015–2016 2015-2016 Annual Report refers to Professor “Faculty Director.2(a) of the Grant Agreement. 26. The University admits that in or around August 2017 it made changes to the Institute’s Institute’s website.” that Institute Director James Robinson holds that position." Robinson as the "Faculty Director. and The 5 . The University denies the allegations in Paragraph 24 to the extent they mischaracterize. Denied.” a term used interchangeably with "Institute “Institute Director" Director” in Section 3.4(a) creates three chaired faculty positions (The Ramalee E. The Philip K. 24. Richard L." and that Section 3. The Pearson Institute for the Study Conflicts.1(a) of the Grant Agreement. as stated in Section 5.Case 4:18-cv-00099-GKF-FHM Document 28 Filed in USDC ND/OK on 04/05/18 Page 5 of 21 23. 28. like Section 3. and Resolution of Global Conflicts. The University denies all other allegations in Paragraph 27. The University denies all other allegations in Paragraph Robinson's 23. and the Faculty Chairs in the Pearson Institute. the Institute Director shall be selected by the Dean of the Harris School to hold a named professorship in the Harris School to be designated as "The “The Reverend Dr. Denied. vary from. 25.

awards and related events advocating the application of the Pearson Institute’s Institute's research findings and bringing together leading scholars and policy makers from around the world to ensure the regular exchange of ideas and to maximize the potential for impact in preventing and resolving violent conflicts and informing policy relating thereto. the Forum is to be established for the purpose of concentrating on outward-facing and externally- focused activities such as conferences. and the Faculty Chairs in the Pearson Institute. Denied. the University will keep the Donor reasonably informed of its progress in recruiting the initial and any subsequent Institute Director. as stated in Section 5. Denied. The University admits that three of the four chaired professorships have been filled. 29. The University admits that. Forum Executive Director. vary from. 34. or are otherwise inconsistent with the terms of the Grant Agreement. or are otherwise inconsistent with the terms of the Grant Agreement. 31. 35. The University denies the allegations in Paragraph 33 to the extent they mischaracterize.1(a) of the Grant Agreement. 30. 32. 34. The University denies all other allegations in Paragraph 30. Pearson Professor of Global Conflict Studies). as stated in a recital to the Grant Agreement. 33. vary from. Denied. and denies all other allegations in Paragraph 28. 33. and denies all other allegations in Paragraph 33. 32. 35. The University is without knowledge or information sufficient to form a belief as to the truth of the remaining allegations in Paragraph 28 and therefore denies them. The University admits that. Denied. 31. 6 .Case 4:18-cv-00099-GKF-FHM Document 28 Filed in USDC ND/OK on 04/05/18 Page 6 of 21 David L. 30. The University denies the allegations in Paragraph 35 to the extent they mischaracterize.

or conclusions of law to which no response is required. 38. The University denies all other allegations in Paragraph 41. Paragraph 39 contains characterizations.Case 4:18-cv-00099-GKF-FHM Document 28 Filed in USDC ND/OK on 04/05/18 Page 7 of 21 36. the University denies the allegations in Paragraph 39. The University admits that. 2018. 37. 39. legal arguments. vary from. 2017 for the University to create the first definitive operating plan and budget. 2017. Denied. or conclusions of law to which no response is required. or are otherwise inconsistent with the terms of the Grant Agreement. 41. 37. Denied. the University denies the allegations in Paragraph 38. 40. To the extent a response is required. 36. as stated in Section 3.1(f) of the Grant Agreement. Paragraph 38 contains characterizations. The University denies the allegations in Paragraph 40 to the extent they mischaracterize. the Pearson Institute shall be a component part of the Harris School unless the University later determines that the Institute should no longer be situated within the Harris School. 39. 7 . 43. The University admits that Exhibit A of the Grant Agreement sets a due date of March 31. The University admits that it delivered the operating plan and budget to the Foundation on March 31. Admitted. and delivered revisions to the budget after March 31. and a one-year cure period ending March 31. 38. legal arguments. To the extent a response is required. Denied. 42. 2017. The University denies all other allegations in Paragraph 42. 44.

Denied. The University admits that. The University admits that it is within its authority under the Grant Agreement to create and develop the academic curriculum for the Institute. and denies all other allegations in Paragraph 45.D. [1] 53. 47. Denied. and denies all other allegations in Paragraph 48. Masters of Public Policy students and Ph. The University denies all other allegations in Paragraph 55. vary from. 51.Case 4:18-cv-00099-GKF-FHM Document 28 Filed in USDC ND/OK on 04/05/18 Page 8 of 21 45. The University admits that in March 2016 it announced that Daniel Diermeier would be appointed Provost. 2014. and denies all other allegations in Paragraph 53. as set forth in Exhibit C of the Grant Agreement. effective July 1. effective September 1. Foundation's 8 . 50. The University admits that an interim Dean was appointed to serve as Dean of the Harris School after Daniel Diermeier was appointed Provost. and it is within the University's University’s authority to administer these scholarships. The University denies the allegations in Paragraph 45 to the extent they mischaracterize. 49. 54. 54. Denied. 1 1 The Foundation’s complaint does not include Paragraph 52. 46. or are otherwise inconsistent with the terms of the Grant Agreement. 48. 51. 50. 2016. 55. Denied. 53. students will be eligible to be "Pearson “Pearson Fellows" Fellows” “Pearson Scholars” and "Pearson Scholars" respectively. Denied. 55.E11 The University admits that in May 2014 it announced that Daniel Diermeier The would be Dean of the Harris School of Public Policy.

63. The University admits that the Initial Operating Plan set forth in Exhibit C of the Grant Agreement estimates that the University would develop strategies for additional fundraising between September 1. 57. 56. 65. and denies all other allegations in Paragraph 57. and denies all other allegations in Paragraph 61. 58. 62. 2019. The University admits that it has not hired a Grants Administrator because the function has been accomplished by available University resources. 64. and June 30. and denies the allegations in Paragraph 62 to the extent they mischaracterize. 61. The University admits that. it shall deliver annual written reports to the Foundation. Denied. and a cure period that ends on September 1. 62. and denies the allegations in 9 . vary from. 66. 63. Denied. 2016. The University admits that it has not yet appointed the final faculty chair. 60. 61. The University admits that Exhibit A of the Grant Agreement sets a due date of September 1. 66. as stated in Section 5. 64. The University admits that the Pearsons and the University had discussions about possible amendments to the Grant Agreement. 59. 58. 59.1(b) of the Grant Agreement. 60. Denied.Case 4:18-cv-00099-GKF-FHM Document 28 Filed in USDC ND/OK on 04/05/18 Page 9 of 21 56. 2017. denies that the Grant Agreement was ever amended. Denied. 2017 for the University's University’s appointment of the final faculty chair position. 57. 65. or are otherwise inconsistent with the terms of the Grant Agreement. Denied.

68. 67.1(d) of the Grant Agreement states that the University shall extend invitations to the Donor. Denied. or are otherwise inconsistent with the terms of the Grant Agreement. 72. vary from. 69. 69. The University admits that Section 5. The University admits that Section 3. The University denies all other allegations in Paragraph 71. Denied. that events have been posted on the Institute's extended invitations to the Pearson family to some events during the 2016-2017 2016–2017 and 2017-2018 2017–2018 school years. The University admits that the Institute held numerous events during the 2016- 2016– Institute’s website. 71. and that the University 2017 school year. 67. 68. vary from. its officers and its designated representatives for events and activities taking place at the Pearson Institute or the Pearson Forum. or are otherwise inconsistent with the terms of the Grant Agreement. or are otherwise inconsistent with the terms of the Grant Agreement. and denies the allegations in Paragraph 70 to the extent they mischaracterize. the University shall report to the Foundation such failure or breach and the plan and timetable for curing that failure or breach.1(c) of the Grant Agreement states that the University agrees to cause the Dean of the Harris School and the Institute Director of the Pearson Institute to meet at least semi-annually with the Donor.1(b) of the Grant Agreement provides that within 30 days of learning that the University has failed to meet any Founding Obligation or has breached any Maintenance Obligation.Case 4:18-cv-00099-GKF-FHM Document 28 Filed in USDC ND/OK on 04/05/18 Page 10 of 21 Paragraph 66 to the extent they mischaracterize. 70. The University admits that Section 5. The University denies the allegations in Paragraph 68 to the extent they mischaracterize. vary from. The University denies the 10 .

or are otherwise inconsistent with the terms of the Grant Agreement.4 of the Grant Agreement provides that the University will develop and consult with the Donor regarding a logo for the Institute and Forum University’s Visual Identity standards. or are otherwise inconsistent with the terms of the Grant Agreement. and denies all other allegations in Paragraph 75. which shall promote the purpose. 75.3 of the Grant Agreement provides that the University shall create and maintain a website dedicated solely to the Institute. and shall launch such website no later than September 1. 77. The University admits that the Institute’s Institute's website launched in the Spring of 2017. 73. 2016. and that the Initial Operating Plan set forth in Exhibit C of the Grant Agreement estimated that the University would create visual identity. including the Forum. branding.Case 4:18-cv-00099-GKF-FHM Document 28 Filed in USDC ND/OK on 04/05/18 Page 11 of 21 allegations in Paragraph 72 to the extent they mischaracterize. Denied. as in effect from time to time. 74. 76. The University denies the allegations in Paragraph 74 to the extent they mischaracterize. which consistent with the University's shall be subject to the reasonable approval of the Donor. vary from. vary from. or are otherwise inconsistent with the terms of the Grant Agreement. The University admits Section 4. and signage for Pearson Institute and Pearson Forum temporary space between July 2015 and June 2016. vary from. The University admits that Section 4. The University admits that an identity and branding plan for the Institute and Forum were completed in the summer of 2016 and admits that the New Jersey Ad Club 11 . mission and activities of the Institute. The University denies the allegations in Paragraph 74 to the extent they mischaracterize.

or conclusions of law to which no response is required. denies the allegations in Paragraph 80 to the extent they mischaracterize.5(a) of the Grant Agreement provides that the Advisory Council will provide advice to the Dean of the Harris School and to the Institute Director regarding the Pearson Institute and the Pearson Forum and that the Advisory Council will provide advocacy and philanthropic support for the Institute and Forum. Denied. 78.” The University denies all other allegations in Paragraph 77." Book. The University admits that Section 3. Count I (Breach of Contract) 83. 82. 12 . 85. 80. 82. 79. 81. and denies all other allegations in Paragraph 80. The University denies the allegations in Paragraph 79 to the extent they mischaracterize. 85. and denies all other allegations in Paragraph 79.Case 4:18-cv-00099-GKF-FHM Document 28 Filed in USDC ND/OK on 04/05/18 Page 12 of 21 conferred certain awards for "The “The Pearson Institute Visual Style Guide" Guide” and the "The “The Pearson Institute Brand Book. Denied. or are otherwise inconsistent with the terms of the Grant Agreement. 78. Denied. vary from.5(a) of the Grant Agreement provides that the Advisory Council will provide advocacy and philanthropic support for the Institute and Forum. The University admits that it appointed two University leaders to the Advisory Council and that Section 3. Denied. 79. or are otherwise inconsistent with the terms of the Grant Agreement. 80. 84. Paragraph 84 contains characterizations. legal arguments. The University incorporates by reference its answers to Paragraph 1-82 1–82 above as if fully set forth herein. 83. 84. vary from. 81.

89. 90. 98. 96. and denies that the Foundation is entitled to any relief. 91. Denied. legal arguments. Denied.Case 4:18-cv-00099-GKF-FHM Document 28 Filed in USDC ND/OK on 04/05/18 Page 13 of 21 86. or conclusions of law to which no response is required. 97. Count II (Breach of Fiduciary Duty) 88. 91. 93. 88. the University denies the allegations in Paragraph 89. 92. 13 . 87. The University denies the allegations in Paragraph 95 and in the Prayer for Relief. The University incorporates by reference its answers to Paragraph 1-95 1–95 above as if fully set forth herein. Denied. Denied. 90. 95. To the extent a response is required. and denies that the Foundation is entitled to any relief. 95. 86. Denied. The University denies the allegations in Paragraph 87 and in the Prayer for Relief. Count III (Fraudulent Concealment) 96. 98. 93. Denied. 87. 89. 92. The University incorporates by reference its answers to Paragraph 1-87 1–87 above as if fully set forth herein. Denied. 94. Paragraph 89 contains characterizations. 94. Denied. 97.

108. or conclusions of law to which no response is required. Richard L. Denied. Relief. The University admits that. Count IV (Breach of Duty of Good Faith and Fair Dealing) 107. 100. The Pearson Institute for the Study and Resolution of Global Conflicts. 103. Denied. The University admits that since his June 2016 appointment to the position of The Reverend Dr.2(a) of the Grant Agreement. Denied. 14 . The University denies all other allegations in paragraph 99. legal arguments. Denied.Case 4:18-cv-00099-GKF-FHM Document 28 Filed in USDC ND/OK on 04/05/18 Page 14 of 21 99. or are otherwise inconsistent with the terms of the Grant Agreement. 101. The University denies the allegations in Paragraph 106 and in the Prayer for 106. the University will keep the Donor reasonably informed of its progress in recruiting the initial and any subsequent Institute Director. which is the Institute Director as defined by Section 3. 102. 104. and the Faculty Chairs in the Pearson Institute. as stated in Section 5. 105. and denies all other allegations in Paragraph 101. 100. Pearson Professor of Global Conflict Studies and Faculty Director. and denies that the Foundation is entitled to any relief. 108. Denied. 106. The University incorporates by reference its answers to Paragraph 1-106 1–106 above as if fully set forth herein. The University denies the allegations in Paragraph 101 to the extent they mischaracterize. 102. Forum Executive Director. 101. Paragraph 108 contains characterizations. 107. 99. vary from. Professor Robinson's Robinson’s position has remained unchanged. 105. 103.1(a) of the Grant Agreement. 104.

Denied. The University admits that Exhibit A of the Grant Agreement states that the due date for the first Pearson Forum is October 31. The University denies the allegations in Paragraph 110 and in the Prayer for 110. 112. 110. Count V (Anticipatory Repudiation) 111. 113. 114. The University incorporates by reference its answers to Paragraph 1-110 1–110 above as if fully set forth herein. 111. The University denies the allegations in Paragraph 112 to the extent they mischaracterize. and denies that the Foundation is entitled to any relief. and denies that the Foundation is entitled to any relief. The University denies the allegations in Paragraph 115 and in the Prayer for 115. 15 . 2018. vary from. 109. or are otherwise inconsistent with the terms of the Grant Agreement. 115. 114. 112. 113. Denied.Case 4:18-cv-00099-GKF-FHM Document 28 Filed in USDC ND/OK on 04/05/18 Page 15 of 21 109. 2020. Relief. Denied. with a cure period that ends on October 31. Relief.

Fed. 118. 2017. 120. P. R. based upon information and belief. the Foundation and Thomas L. the University asserts the following: First Defense (Failure to State a Claim) 116. 119. The Foundation's Foundation’s failure to perform excuses any claimed nonperformance of the University’s obligations under the Grant Agreement. 117. 118. Second Defense Foundation's Failure to Perform) (The Foundation’s 117. 12(b)(6).Case 4:18-cv-00099-GKF-FHM Document 28 Filed in USDC ND/OK on 04/05/18 Page 16 of 21 AFFIRMATIVE DEFENSES The University pleads the following affirmative defenses based on the information available to it at this time. The University reserves the right to amend its Answer and to add additional defenses not presented here. Pearson have materially breached the Grant Agreement by failing to pay the installment payment due on June 30. Without admitting or acknowledging that the University bears the burden of proof as to any of the following. The Foundation's Foundation’s claims are barred in whole or in part by failure to perform its obligations under the Grant Agreement. As detailed in the University's University’s counterclaim. The Foundation has not given timely notice of some or all of the alleged breaches. including but not limited to those defenses revealed during discovery. 116. As detailed in the University's University’s Motion to Dismiss for Failure to State and Claim Foundation’s claims are barred in whole or in part because each and accompanying brief. University's 16 . 119. the Foundation's fails to state a claim upon which relief can be granted. 120. Civ.

127. As detailed in the University's University’s counterclaim. 126. 17 . 121. 123.6 of the Grant Agreement prohibits the Foundation from seeking other remedies available under applicable law for the University's University’s alleged wrongdoing until after the expiration of specified time periods. 122. Among other limitations. 126. 124. 127. 125. 2017. Section 6. 124. the Foundation has materially breached the Grant Agreement by failing to pay the installment payment due on June 30. Fourth Defense Foundation’s Unclean Hands) (The Foundation's 125. Among other limitations.4 of the Grant Agreement permits the Foundation to demand a full refund only after the Foundation terminates the Agreement based on breach of a Founding Obligation. Section 6.Case 4:18-cv-00099-GKF-FHM Document 28 Filed in USDC ND/OK on 04/05/18 Page 17 of 21 Third Defense (Limitations of Liability) 121. 123. 122. Article 6 contains provisions limiting the University's University’s liability under the Agreement. The Foundation's Foundation’s claims are barred in whole or in part by the doctrine of unclean hands. precluding some or all of the relief sought in the Foundation's Foundation’s complaint. The Foundation's Foundation’s claimed damages are limited in whole or in part by provisions limiting liability in the Grant Agreement. The Foundation's Foundation’s uncured material breach of the Grant Agreement leaves it with unclean hands.

The Foundation has acquiesced to some or all conduct alleged to be a breach of the Grant Agreement and has waived its claims in whole or in part. 2017. the Foundation agreed that the appointment need not be made by September 1. 132. The Foundation was aware of and acquiesced to conduct it complains of in its complaint. 135.Case 4:18-cv-00099-GKF-FHM Document 28 Filed in USDC ND/OK on 04/05/18 Page 18 of 21 Fifth Defense (The Foundation’s Foundation's Acquiescence and Waiver) 128. 128. the Foundation proposed and agreed that the due date for the first Forum should be postponed by one year until October 31. With respect to the first annual Forum. including but not limited to the following. 132. the parties mutually agreed to Timothy Pearson’s request to take a substantial role in the project after the Foundation. 129. as set forth in the Grant Agreement. through Thomas Pearson's and Timothy Pearson. The parties also mutually agreed to Timothy Pearson's Pearson’s request to take a substantial role in the project. 2019. 130. 133. The doctrine of estoppel bars the Foundation's Foundation’s claims in whole or in part. 131. the parties agreed to extend the time With respect to the Institute's allotted for the website launch. 130. 135. Sixth Defense (Estoppel) 134. 131. 133. With respect to the appointment of the final faculty chair. 129. 18 . rejected the University's University’s proposed logos. Institute’s website. With respect to the Institute's Institute’s logo. 134. the Foundation agreed that the University could perform the grant-related functions and the Institute therefore did not need to hire and fund this position. With respect to the appointment of a Grants Administrator.

Case 4:18-cv-00099-GKF-FHM Document 28 Filed in USDC ND/OK on 04/05/18 Page 19 of 21 136. The Foundation is estopped from pursuing claims related to the conduct to which it acquiesced. 19 . 137. The University relied on the Foundation's Foundation’s acquiescence to this conduct and adjusted its behavior accordingly. 137. 136.

Colorado 80202 t: (303) 592-3100 f: (303) 592-3140 andrew. Dickerson.dickerson@mcafeetaft.Case 4:18-cv-00099-GKF-FHM Document 28 Filed in USDC ND/OK on 04/05/18 Page 20 of 21 Dated: April 5. 2018 Respectfully submitted. Leach.com taylor.bacon@bartlit-beck. Suite 1100 Tulsa. Suite 1200 Denver. OBA #14892 Jessica L. The University of Chicago 20 .com jessica. Hall Rebecca Weinstein Bacon Taylor A. a Professional Corporation Williams Center Tower II Two West Second Street.baak@bartlit-beck.com rweinstein.R. OBA #21500 McAfee & Taft.hall@bartlit-beck. Hall /s/ Jeffrey A.leach@mcafeetaft.com Counsel for Defendant. Suite 300 Chicago.meehan@bartlit-beck.com Andrew C. Illinois 60654 t: (312) 494-4440 f: (312) 494-4440 jeffrey. Meehan BARTLIT BARTLIT BECK BECK HERMAN HERMAN PALENCHAR PALENCHAR &S COTT LLP SCOTT 54 West Hubbard Street. /s/ Jeffrey A. Baak BARTLIT BARTLIT BECK BECK HERMAN HERMAN PALENCHAR PALENCHAR &SSCOTT COTT LLP 1801 Wewatta Street. Oklahoma 74103 Telephone: (918) 587-0000 Facsimile: (918) 599-9317 Email: bill.com And William S.

I electronically transmitted the attached document to the Clerk of Court using the ECF System for filing.Case 4:18-cv-00099-GKF-FHM Document 28 Filed in USDC ND/OK on 04/05/18 Page 21 of 21 CERTIFICATE OF SERVICE I hereby certify that on this 5th day of April. Based on the records currently on file. Scott Hathaway Isaac R. Hall 21 . 2018. Hall /s/ Jeffrey A. Oklahoma 74172 Attorneys for Plaintiffs /s/ Jeffrey A. the Clerk of Court will transmit a Notice of Electronic Filing to the following registrants: P. Ellis 4000 One Williams Center Tulsa.