InternationalCourt decision will change profile of Armenian activism in Washington
by Vincent Lima
Published: Sunday February 06, 2011
In a city of museums and monuments, Armenians have an opportunity to build a museum and memorial that is "permanent yet living, somber yet inspiring, monumental yet accessible." .
Pittsford, N.Y. - On January 26 U.S. District Judge Colleen Kollar-Kotelly issued a dramatic order in the consolidated federal cases, "Armenian Assembly of America, Inc., et al. v. Gerard L. Cafesjian, et al." – the longstanding dispute over the Armenian Genocide Museum and Memorial project in Washington. The order read, in part, that it is
ORDERED and DECLARED that CFF [the Cafesjian Family Foundation] was improperly deprived of its rights as an Initial Donor under the AGM&M [Armenian Genocide Museum and Memorial, Inc.] By-Laws during a special meeting of the AGM&M Board of Trustees on March 19, 2009, and therefore CFF retains its rights to appoint AGM&M Trustees under the AGM&M By-Laws; it is further
ORDERED and DECLARED that the reversion clause in § 3.1(B) of the Grant Agreement executed between CFF, Cafesjian, and the Assembly on November 1, 2003 is valid and enforceable; it is further
ORDERED and DECLARED that CFF and Cafesjian may enforce their rights under the aforementioned reversion clause as of December 31, 2010, and AGM&M shall transfer the Grant Property to CFF and/or Cafesjian in accordance with said reversion clause; it is further
ORDERED and DECLARED that with the enforcement of the aforementioned reversion clause, CFF's appointed trustee shall be entitled to a single vote on the AGM&M Board of Trustees.
The court also ordered that the defendants (Mr. Cafesjian, John J. Waters, Jr., and the CFF) are entitled to "indemnification for legal expenses and costs, in an amount to be determined by the Court in further proceedings."
In a nonjury trial held in Washington between November 9 and 29, the judge heard from over 20 witnesses and had a chance to assess their credibility. She admitted hundreds of documents (ranging from contracts and by-laws to e-mails and newspaper articles) into evidence. Judge Kollar-Kotelly set forth her findings of fact and conclusions of law in a 190-page memorandum opinion accompanying the order.
In the memorandum, the court offers a comprehensive outline of the history of the Armenian Genocide museum project and the thinking, judgment, and acts of each of the principals as they grappled with this massive undertaking and with each other. Rather than relying on the interpretation of interested parties, one now can - and ought to – read the court's impartial recounting in its entirety.
A pivotal moment
The outcome of this case will have serious repercussions for the future of Armenian advocacy in the United States. First, the verdict will have an impact on the sustainability of the Armenian Assembly of America as an organization. Second, the building of a major museum and memorial will transform the Armenian profile in Washington. Third, in seeking to achieve this goal, Armenian-Americans will have to find a new sense of common purpose; we will need to find inspiration in this museum project to work together to an extent that we are not usually inclined to do.
Let us look first at what this decision may mean for the Armenian Assembly. Hirair Hovnanian and Van Krikorian, the de facto leaders of the Assembly, took a big gamble and lost. There will be consequences.
In donating the preponderance of the properties on which the museum was to be built, Mr. Cafesjian had set certain conditions – as major donors generally do. The Assembly had agreed to these conditions. Under the grant agreement, the Cafesjian Family Foundation (like other major donors to the project) would have the right, in perpetuity, to appoint members to the board of trustees of the AGM&M, Inc. (a charity that requires an 80 percent supermajority in its board decisions) And mindful of the possibility of deadlock, foot dragging, or the failure of fund raising, the donor included a reversion clause: if the museum was not completed by December 31, 2010, the properties would revert to the Cafesjian Family Foundation.
With no progress for years, the AGM&M faced the real prospect that it would lose the property. In response, Mr. Hovnanian and Mr. Krikorian set out to invalidate the terms of the grant agreement signed between the Assembly and Mr. Cafesjian. They sued in federal court to keep the properties and exclude the Cafesjian Family Foundation, making various grave allegations against Mr. Cafesjian and his colleagues – all of which the court rejected.
It was an expensive effort. It also required Mr. Hovnanian, Mr. Krikorian, and those associated with them to make statements that the court genteelly dubbed "incredible" and "remarkable." (In a courtroom drama part of which I witnessed, Van Krikorian and Rouben Adalian were shown to have doctored the minutes and transcripts of a key meeting of the museum board.) And it was an effort that sent exactly the wrong message to any potential major donor to the Armenian Assembly: we'll take your gift, but don't expect us to comply with the terms we agree to.
In fact, the first lawsuit in this matter was occasioned by another action that sent the wrong message to potential donors. In addition to a $3.5 million initial donation in 2000, Mr. Cafesjian had given the Assembly a $0.5 million interest-free loan to help buy the first of the properties assembled for the museum. Under an agreement with Mr. Cafesjian, the Assembly had committed to reissue the note in 2003. The judge found that the Assembly had in fact failed to carry out its obligation to reissue the note (though, in her interpretation of the timing, the statute of limitations had run out). Again, the message from the Assembly to potential benefactors: we will sign a contract to get your money, but don't expect us to do what we say.
