He gave Holy Cross millions for a performing arts center. Now he wants it back.
www.telegram.com/story/news/2024/08/05/holy-cross-prior-performing-arts-center-money-dispute/74681210007/?utm_source=nteg-DailyBriefing&utm_medium=email&utm_campaign=daily-briefing&utm_term=hero&utm_content=MASSACHUSETTS-WORCESTER-NLETTER65Brad Petrishen
Worcester Telegram & Gazette
WORCESTER ― The namesake of College of the Holy Cross’ Prior Performing Arts Center – the sleek, $110 million multi-theater arts hub that opened in 2022 – wants his millions back.
Cornelius B. Prior Jr., a resident of the U.S. Virgin Islands whose $25 million pledge for the center was the college’s largest single gift, is pursuing a lawsuit against Holy Cross seeking to recover more than $20 million.
“Holy Cross has refused repeated requests by Mr. Prior to provide a full and detailed accounting for its investment and use of his funds,” Prior alleged in a 15-page lawsuit that lawyers sparred over Friday in U.S. District Court in Worcester.
A Telegram & Gazette review of more than 200 pages of court records tied to the case shows a devolving relationship between Prior and the college that has not been publicly reported.
While the 84,000-square foot, $110-million building bears Prior’s name – and he has publicly attended events there – the wealthy 1956 alumnus has for two years refused to make the final payment on his $25 million pledge, and is instead demanding the college return millions of dollars.
The delta between the two sides is a whopping $28 million, as Holy Cross asserts that Prior owes it $7 million, while Prior argues he’s entitled to a return of $21 million.
Among Prior’s allegations: that the college failed to live up to the terms of an oral contract he says he reached with its leaders, that it strong-armed him into donating $3 million toward an athletic center he didn’t favor, and that it “spitefully” canceled a dedication concert to which he’d planned to invite three sitting justices of the U.S. Supreme Court.
The college, he alleges, has refused to provide him with proof that all his money was used under the terms he specified, with his lawyer, Steven M. Cowley, alluding in court Friday to a “strong suspicion” that donations may not have been used exclusively for the project.
Holy Cross, in court and in a statement to the T&G, denied the allegations, saying it was Prior who breached a 2014 written pledge agreement and asserting in one motion that Prior admitted in 2022 he intended to complete his pledge, but had “liquidity issues.”
A lawyer for Holy Cross, Joseph L. Bierwirth, argued Friday that Prior’s allegations are contradicted both by logic and the facts on record, asserting at one point that key claims from Prior appeared to have been “made up” after the fact.
Pressed Friday by a judge on how he would prove the oral agreement, Cowley said that would come from Prior’s testimony, which, he asserted, has yet to be countered under oath by any relevant Holy Cross leader.
Facts disputed
Prior’s complaint paints the situation as one involving a dedicated benefactor – he’d donated millions over the years to other school initiatives – who was deceived by Holy Cross administrators about their priorities over a decade.
He and his lawyer alleged he had a verbal contract with Holy Cross more than a decade ago to prioritize the building of the performing arts center at a time when other projects, including an athletic facility, were of higher priority.
Prior alleges he donated $3 million for the athletic center after being told doing so was necessary to speed up the performing arts center. He said by 2016 he’d given $21 million to Holy Cross for the performing arts center – $18 million directly toward the project, plus the other $3 million – but decided to stop giving after it became clear Holy Cross was not moving forward quickly.
Cowley on Friday argued the impetus behind Prior’s donation was not just to fund the center, but to have it prioritized, and that the failure of the college to do so, in Prior’s opinion, constituted breach of their verbal agreement.
Cowley argued that in Prior’s mind, he could have sued Holy Cross for its conduct back in 2016, but decided to let the college keep the money and did not anticipate being asked to contribute any further.
Prior’s complaint alleges the college “spitefully” canceled a dedication event for the center planned for December 2022 within days of calling him and demanding payment of a final $7 million on the building.
The complaint alleges the college knew how important the concert was to Prior, noting that he'd invited Supreme Court justices and was to receive a six-figure grand piano as a gift from friends.
Prior alleges he’d considered making additional payments after receiving the call, but had issues “due to a legally binding hold on transactions in the stock that he would need to transfer in order to make a further gift of that size.”
Prior is the founder of ATN International, Inc. – a Beverly-based telecommunications company that brings fiber optic networks to geographically remote areas – and had been making many gifts to the college through stock.
Shares of ATN are down about 50% over the past five years, according to Google.
Prior alleged in the lawsuit that he proposed a security interest in stock valued at $10 million that would be “more than sufficient to cover any additional donation he might make.” He said the college didn’t accept his offer, and alleged it canceled the concert before the proposal had even been made.
In its court filings, Holy Cross characterized the situation differently, writing that it had been trying to collect a final $7 million under a written agreement since June 2022.
The college said that, “in an admission that undercuts the entirety of (his lawsuit),” Prior wrote to the college in November 2022 that he “wish[ed] to reaffirm [his] commitment of $25 million to the College” but “asserted that personal liquidity issues prevented his making a payment at that time.”
Holy Cross lawyers wrote the college “expressed willingness to engage” in a proposed security arrangement, but that Prior “nearly immediately withdrew the proposal.”
Lawyers for Holy Cross argued that a written agreement the two sides signed in 2014 binds Prior to his pledge, and that many of the legal arguments he’d made in court are contradicted by common sense and written correspondence.
In court Friday, Bierwirth noted that the written agreement contains detail down to the level of how Prior’s name would be depicted on stationery, and asked, if the agreement was not binding, where exactly such details would have been contained.
Contract disputed
The legal proceedings at this point do not revolve around the full merits of the case, but rather whether Prior should be compelled to mediate the dispute privately before pursuing his lawsuit in federal court.
Holy Cross, citing the 2014 pledge agreement both sides signed, argues that mediation and arbitration must take place before a lawsuit can proceed.
Prior argues the clause doesn’t apply to his claims, and that the 2014 agreement was never even valid, saying it was never formally approved by the college’s Board of Trustees.
Prior noted he made millions in donations for the arts center before the pledge was signed in 2014 – the college publicly announced the $25 million pledge in February 2013 – and asserted that many of his donations did not adhere to the timelines it laid out.
His lawyer argued the agreement – which does not feature language requiring the center be fast-tracked over other projects – was never something Prior cared much about, saying it was instead the word of Holy Cross administrators he trusted.
He noted the $3 million payment for the athletic center is not spelled out in the agreement, yet that was a commitment Prior also made.
The college did not substantively address the $3 million payment in court documents or in its statement to the T&G.
However, its chief spokesman, John Hill, told the T&G on Monday that the college “strongly disagrees” with Prior’s characterization of that donation.
“We are disappointed Mr. Prior has not fulfilled his pledge and chosen to continue legal action instead of working to resolve the matter in mediation or arbitration,” Holy Cross wrote in its statement. “The College is confident it complied with the terms of the 2014 pledge agreement, which was approved by the College in accordance with its by-laws while Mr. Prior was a member of the Board of Trustees.
“We remain hopeful we can resolve this matter in mediation or if necessary arbitration, the dispute-resolution mechanisms laid out in the parties’ pledge agreement.”
In its court filings, Holy Cross noted that, while Prior argues the 2014 agreement was never valid, it adhered to its terms, including giving Prior extensive input into the direction of the center.
According to its filings, the cost of the center, “in large part because of” a complicated design favored by Prior and the architect he approved, nearly doubled from the initial $57 million estimate.
The college noted that it raised the rest of the money to complete the program from other donors and argued that Prior’s allegations about delays were disingenuous given his knowledge and participation in the process.
The college noted that Prior was on the Board of Trustees during much of the period in which the project was ongoing, from 2013 to 2021, and said Prior never appeared to complain about the agreement's validity.
The college said Prior was aware, and approved of, a requirement that two-thirds of any project be funded before construction begins – something it said played a role in the delay attributed to the center, which broke ground in 2019.
Judge orders school to provide Prior more info
In court Friday, U.S. District Court Magistrate Judge David H. Hennessy opined that there appeared to be “tension” between arguments Prior made about being unaware of the construction delay and his level of involvement at the school.
However, after hearing arguments from the two sides for more than three hours, Hennessy also wasn’t convinced by Holy Cross’s argument regarding the 2014 agreement.
Hennessy appeared to sympathize with both sides’ arguments at different points, but asked pointedly several times why Holy Cross had not provided Prior with more detailed information about the accounts it opened with his money.
Hennessy said it appeared the college owed Prior a more fulsome accounting to eschew his concerns, and ordered it to get together with him in the next several weeks to offer more information.
Hennessy said he would take the college’s request to stay the lawsuit under consideration in the meantime, and scheduled a status hearing on the case for later this month.
In its statement to the T&G, Holy Cross concluded that, “Despite the multi-million dollar burden left by Mr. Prior's failure to abide by the express terms of a written pledge agreement from Mr. Prior to the College, the Prior Performing Arts Center opened in 2022, was dedicated in 2024, and continues to be a catalyst for creativity and learning, amplifying the arts at Holy Cross and providing the College, the greater Worcester community and visiting creative thinkers with an inspiring environment to pursue diverse questions of the human experience."
Holy Cross confirmed that the concert that was delayed in 2022 was held in May of this year, and that Prior attended and spoke at the event.
Prior, who was not in court Friday, did not reply to an interview request or to questions sent him on Monday, through Cowley. His lawyer said there would likely be a delay in any response as Prior is traveling to Scotland.