Marlboro: Complaint asks, who owns the place?

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Marlboro: Complaint asks, who owns the place?

Fri, 05/14/2021 - 1:39pm -- tim

by C.B. Hall, Vermont Business Magazine The mess surrounding the fate of the campus of the defunct Marlboro College entered a new phase on May 12, when the Marlboro Music School, Inc – popularly known as the Marlboro Music Festival – filed a complaint in the Vermont Superior Court, Windham Division, seeking the court's help in resolving questions that are much more complicated than they might appear to be.

To whom should MMF be paying its rent for its use of the campus? The complaint in effect asks. Who owns the property?

The 533-acre campus provides the venue for the festival's annual summer programs, a fixture in the classical music world since 1951.

The doubt as to the property's ownership has arisen in the context of a mystifying quitclaim deed filed in Marlboro's town office on February 25.

The deed conveys the campus, with its 56 buildings, from an entity known as Type I Civilization Academy Marlboro Campus to Democracy Builders Fund I.

The latter entity purchased the property from the Corporation of Marlboro College in July 2020, but sold it in January, via a quitclaim deed, to Type I, which according to its principal, Ontario-based Adrian Stein, forms part of "a larger technological initiative that is launching a social media network that facilitates creators, makers, inventors and entrepreneurs of all kinds."

The February 25 deed reversed the January deal. Or maybe it didn't – and therein lies the controversy.

DBF purchased the property from the college for $225,000 in cash and assumption of a $1.5 million debt obligation, in conjunction with the institution's demise and the transfer of its assets to Boston's Emerson College.

The January DBF-to-Type I deal was worth $9.4 million in cash and other considerations.

An appraisal performed for the college in 2018 placed the value of the property at $10.4 million.

As reported by VBM, Marlboro town clerk Forrest Holzapfel has said that the February deed to DBF "appears questionable."

For now, however, the town is treating DBF as the owner. In interviews with VBM, Type I's principal, Adrian Stein, has termed the February reconveyance "fraudulent," while Alize-Jazel Smith, director of DBF's board of trustees, has stated that "DBF has the deed and owns the land."

MMF, which put in a bid to purchase the property when the college offered it for sale, now finds itself caught willy-nilly between the two claimants to ownership.

MMF's use of the campus is based on a lease signed with the college in 2019 – a lease binding on the real estate's current owner as landlord.

The festival is seeking the court judgment on the ownership issue so as to avoid paying the rent to one claimant only to have the other claimant sue the festival, asserting that it is the rightful recipient of the rent.

Also at issue is the obligation of the landlord – whoever it may be – to maintain the property in a suitable condition for the festival's events.

Maintenance of the campus costs $1-1.5 million annually, according to an estimate supplied to VBM by Kevin Quigley, then president of the college, in the run-up to its disposal of the property in 2020.

The quitclaim deed conveying the real estate from DBF to Type 1 was recorded in Marlboro on January 21 – one day before a right of first refusal held by MMF with regard to the property was to take effect.

That transaction left the music festival with the status of a tenant, and the ensuing ownership squabble has thus motivated it to plead for the judgment of the court as perhaps the only means of ensuring that the summer festival can proceed without massive distractions.

DBF cited Type I's failure to pay bills for the campus's maintenance as cause for reclaiming the property under terms stated inconspicuously in a 100-page lease which made DBF the entire property's tenant, as part of the January sale-and-leaseback transaction.

At that time, Type I signed the deed conveying the property back to DBF against the possibility of those terms being fulfilled at some time in the future. That deed, which might by analogy be described as a deed in lieu of foreclosure proceedings, only bears the date "January _____ 2020," with the day of signing unspecified.

It was this deed that DBF's board chair, Seth Andrew, brought to the Marlboro town office for filing on February 25.

On April 27, Andrew, an educational entrepreneur who served in the Obama White House, was arrested on three federal charges growing out of his alleged theft of $218,005 from a charter school he had founded in New York City.

DBF removed Andrew from his position as board chair in the immediate aftermath of the arrest.

Now, his lack of any formal association with DBF may throw another spanner into the works as DBF responds to MMF's complaint. That document, while it mentions Andrew several times, names DBF – and Type I – as defendants.

The complaint makes MMF's interest in the matter clear.

"The reputation of the Marlboro Music Festival," it states, "is dependent in large part on the quality and character of the Campus and its maintenance and upkeep during the Festival."

The complaint accordingly seeks the court's judgment "stating to whom [the festival] should pay rent ... and that the recipient of such rent is responsible for maintaining the Campus."

Citing his firm's standard policy on commenting on pending litigation, Brattleboro attorney David Dunn, who is representing MMF, declined to address the question of the present status of maintenance at the campus.

Other sources that might have first-hand information on that question could not be reached by press time.

"The Marlboro Music Festival is committed to holding the music festival at the campus this year and in the future," he stated.

Type 1 has no active presence on the campus, where Degrees of Freedom, a higher-education initiative launched by DBF, is struggling to survive amid the growing background noise of controversies that have surrounded the campus since the college decided to close its doors, and particularly since Andrew's arrest.

In an article published May 12 by the74million.org, a nonprofit news website focusing on education issues, Degrees of Freedom CEO Chandell Stone stated that a few donors had backed out of their support for the innovative program in the wake of recent developments, apparently referring to Andrew's arrest.

Citing Stone, the article reported that Degrees of Freedom intends to incorporate sometime this month. She and the DBF board "are working amicably towards separating the entities, as to allow for formal incorporation without Seth Andrew," the article quoted her.

DBF's Smith did not respond immediately to a request for comment.

For the music festival, meanwhile, the challenge is to ensure that it will not find itself providing music this summer in the middle of a mess – whether physical, legalistic, or both – at what once, at least, was one of New England's most attractive college campuses.