S. Contract Design and Analysis: Columbia University's Resolution Agreement with the USA

On July 23, 2025, Columbia University entered into a resolution agreement with the United States government, under which the government agreed, inter alia, to restore federal funding to the University and to settle several pending civil rights investigations into the University; and the University agreed, inter alia, to pay $221 million to agencies of the federal government and to undertake various internal governance and policy changes, including changes relating to student discipline, campus safety, public protests and demonstrations, oversight of international students, antiharassment and antidiscrimination policy, academic review of regional studies programs, and women's sports, facilities, and housing.

Public reaction to the announcement of the resolution agreement was both strong and divided. Supporters of the deal argued it was a needed corrective, forcing Columbia to improve transparency and accountability after years of resistance. Opponents condemned it as a coercive arrangement that entrenched federal oversight in university governance and threatened academic freedom. Still others defended it as an unavoidable and pragmatic compromise that restored over $400 million in federal research funding while preserving the university's core academic autonomy.

This seminar will examine Columbia's resolution agreement with the government from the perspectives of contract law and from the theory and practice of contract design, focusing closely on the specific text of the agreement. It examines questions such as:

1] What role does judicial enforceability, or the lack thereof, play in contract design and interpretation? Why would parties enter into a contract that neither one of them expects ever to be enforced in court?
2] How can contracts be used to address ongoing concerns about institutional governance? How can it be used to mediate among competing constituencies within the organizations that are party to the contract?
3] What are the advantages and disadvantages of using contracts as a device for implementing government regulation?
4] What constructive role, if any, can contracts play in mediating between parties who have substantially different levels of economic, political, and cultural bargaining power?
5] What constructive role, if any, can contracts play in mediating between parties who deeply and fundamentally distrust each other?

ADDITIONAL REGISTRATION AND EVALUATION INFORMATION

This offering meets 2 hours per week, but is worth 3 points of credit. LLMs: please note that only two of the three course credits will count toward the 24 credit minimum for the NY Bar.

Grades will be based 30% on class participation and 70% on a series of short writing assignments of about 500 words each. Upon consultation with the instructor, students may be permitted to substitute a single longer paper for at least some of the shorter assignments.
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CONFIDENTIALITY POLICY

Note: In order to preserve an environment conducive to free and open academic inquiry, recording the class will not be permitted without mutual approval of instructor and students, and all participants will be expected to maintain the confidentiality of class discussion. Specifically, participants may freely use and disseminate ideas and perspectives expressed in class, but no comment may be attributed to a specific individual or linked to any participant's identity or affiliation, except with that participant's express permission or as required by Columbia University policy or applicable law.

Students who would otherwise have requested class recordings for purposes of accommodating religious observance, disability, health or family emergency, or other comparable circumstances, are invited to reach out to the Office of Student Services, who will collaborate with the instructor and affected students to develop an appropriate substitute accommodation.