April 7, 2025
Dear President Mangelsdorf and Representatives of the Administration,
We are writing with regard to the private election agreement between the University of Rochester (henceforth, “University”) and Service Employees International Union Local 200 United (henceforth, “Union”). We, the Organizing Committee of the Graduate Labor Union (henceforth, “GLU”), as the third-party beneficiaries of this election agreement, are writing to demand specific performance of the agreement without delay, asserting our intent to see redress through all available means should the University fail to execute and ratify, within 5 business days, the agreement as drafted and subsequently finalized on December 18, 2024.
As detailed below, our arguments are based on a series of clear exchanges between the University and the Union, amounting to offer and acceptance, as well as specific concessions by the Organizing Committee in response to demands. Together, this constitutes both reasonable reliance and consideration leading to the creation of a binding contractual agreement.
Relevant history of the private election agreement:
On March 4, 2024 the Union and the University held their first meeting regarding a private election agreement. On April 24, the University provided the Union with a draft election agreement in which it demanded that the Union commit that “it [would] not file at any time a representation petition with the National Labor Relations Board (“NLRB”) to seek an election or request recognition as representative of the Graduate Assistants” (Section 2(A)) – a provision with which the Union complied absolutely, relying in good faith on the terms of the agreement. The Union did not approach the NLRB, or any other state or federal body, reasonably relying on the path toward recognition and collective bargaining outlined in the agreement. As described in greater detail below, this supports our position that the University’s current attempt at repudiation of the agreement, and in particular its effort to direct the Union towards an NLRB that, as of the inauguration of President Trump on January 20, 2025, is poised to overturn the 2016 precedent establishing organizing rights for graduate workers, is barred under the doctrine of promissory estoppel.
Although the GLU agreed to most terms in the private election agreement, over the following months, several exchanges were needed to determine the scope of the bargaining unit. A second meeting between the GLU and the University took place on October 23 to discuss the bargaining unit. After the meeting, the University did not provide followup meeting dates. On November 1, the GLU organized a press conference (registered with the University under applicable policies) to protest the proposed exclusion of an estimated 400-600 graduate workers from the bargaining unit under the agreement. The University agreed to the additional meeting, but bargaining unit composition remained unresolved. On December 10, the GLU announced the public delivery of a letter of protest to the office of University President Mangelsdorf, on December 13. This action was not registered with the University, but through email the GLU sought an appointment with the Office of the President.
The University signaled its concern regarding this proposed action, and reached out through attorney Steve Porzio, agreeing to reverse the proposed exclusions in exchange for the postponement of the action. The December 11 email from Porzio to Scott Phillipson, President of the Union, agrees to the inclusion of the majority of previously excluded PhD graduate workers, adding “With this likely resolving the issues, please confirm that the demonstration currently planned for Friday […] has been postponed as we finalize these terms.” The exchange of value was clear, and the GLU’s cancellation of the planned demonstration must be understood as consideration for the concessions offered regarding unit size by the University. The text of the agreement was modified to reflect these changes the same day – December 11 – by Melissa Felcher of Proskauer Rose (attached).
In a conversation on December 17 between Porzio and Phillipson, cited in Porzio’s email on December 18 and memorialized in the same email, Porzio clarified the language in the December 11 communication and revised agreement. This was in response to a concern raised by the GLU regarding potential ambiguity in the language as drafted. In this email, Porzio reiterated the University’s readiness to sign the agreement: “I assume with these clarifications, we can finalize the agreement and get it signed.”
On December 18, the GLU’s Organizing Committee voted to accept the agreement as drafted, and this vote was conveyed to Porzio by Phillipson on the same day. Upon information and belief, Porzio responded that a signing date would be scheduled immediately. Following the cancellation of the December 13 action and the vote on December 18, 2024 GLU social media and extensive public messaging reinforced that agreement had been reached. The University did not deny this in a timely fashion – and in fact, did not raise an issue with the agreement until
January 18, 2025 and did not seek to repudiate the agreement until February 22.
Over the period of negotiation, as well as subsequent to December 18, the GLU reasonably relied on the existence of an agreement and complied with its terms. As noted, it even forfeited its right to go before the NLRB when a favorable and functional NLRB was available. Notably, over these months, the University held itself out as bound by the terms of the Election Agreement: allowing access to campus for union representatives, and communicating to faculty and administrators that they should remain neutral on unionization when engaging with graduate workers. This amounts to partial performance of the agreement by both parties.
It would be illegal as well as unjust for the University to walk away from this agreement without consequences. Indeed, the only remedy that would make us whole under the current circumstances would be specific performance. We insist that the University meet its obligations and re-establish the path to a fair, neutral union election – and we will pursue all available avenues should it not do so within five (5) business days as noted above.
Signed,
The GLU Organizing Committee