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JEFFREY MALKAN, ) Case No. 1:18-cv-07810

Hon. Judge John Robert Blakey


Defendants. )



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NEGLIGENT MISREPRESENTATION……………………………………………….…..…. 3

NEGLIGENT ACCREDITATION…………………………………………..………… ………8


COMPLAINT…………………………………………………………….……………… …….10

ACCRUED………………………………………………………………….…………… …….13


When considering a motion to dismiss under Rule 12(b)(1) and 12(b)(6), the District

Court will view the allegations of the complaint in the light most favorable to the plaintiff.

Conley v. Gibson, 355 U.S. 41, 45 (1957); Jenkins v. McKeithen, 395 U.S. 411, 422 (1969).

It will also take as true all well-pleaded facts and allegations, Ed Miniat, Inc. v. Globe

Life Ins. Group, Inc., 805 F.2d 732, 733 (7th Cir. 1986), and favor the plaintiff with all

reasonable inferences that can be drawn from the complaint. Ellsworth v. Racine, 774 F.2d 182,

184 (7th Cir. 1985), see also Travel All Over the World v. Saudi Arabia, 73 F.3d 1423, 1428

(7th Cir. 1996); Magellan Int’l Corp. v. Saltzgitter Handel GmbH, 76 F. Supp. 2d 919, 920

(N.D. Ill. 1999).

The Court of Appeals will apply a de novo review to a District Court’s ruling on a

motion to dismiss, see Tamayo v. Blagojevich, 526 F.3d 1074, 1081 (7th Cir. 2008), and will

affirm a dismissal only where it appears beyond any doubt that the plaintiff can prove no set of

facts in support of his claim that will entitle him to relief. See Conley, 355 U.S. at 45-46 (1957);

Lashbrook v. Oerkfitz, 65 F.3d 1339, 1343 (7th Cir. 1995).

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A. Promissory fraud. The principal cause of action before this Court is a claim for what

is variously called “fraudulent misrepresentation,” “fraud in the inducement” or “promissory

fraud.” As stated by the Illinois Supreme Court, “the elements of a cause of action for

fraudulent misrepresentation are: (1) false statement of material fact (2) known or believed to be

false by the party making it; (3) intent to induce the other party to act; (4) action by the other

party in reliance on the truth of the statement; and (5) damage to the other party resulting from

such reliance.” Soules v. Gen. Motors Corp., 402 N.E.2d 599, 79 Ill.2d 282, 286 (1980).

Although the general rule in Illinois is that false promises alone do not give rise to a

claim for fraud, the exception to the rule – known as the “scheme to defraud” theory – is well

established here. See, e.g., HPI Healthcare v. Mt. Vernon Hosp., 545 N.E.2d 672, 131 Ill.2d 145,

186 (1980); Stamatakis Indus., Inc. v. King, 520 N.E.2d 770, 772, 165 Ill. App.3d 879, 881-82

(1987). In a promissory fraud claim, the false statement of fact will be a promise that lures the

plaintiff into a defenseless position where he or she is then victimized by the defendant. Bower

v. Jones, 978 F.2d 1004, 1011 (7th Cir. 1992). “While misrepresentations as to something to be

done in the future generally do not constitute fraud, a statement of matters in the future, if

affirmed as a fact, may amount to a fraudulent misrepresentation if it amounts to an assertion of

fact.” Dressler v. Old Oak Dev. Corp., 548 N.E.2d 1343, 192 Ill. App.3d 577, 585 (1989); see

also Duhl v. Nash Realty, Inc., 429 N.E.2d 1267, 102 Ill. App.3d 483, 490-91 (1981) (same).

In the seminal case of Roda v. Berko, 401 Ill. 335, 339-40 (1948), the Illinois Supreme

Court recognized that a promise to perform – accompanied by an intention not to perform – is

not ordinarily the basis for a fraud claim. It found, however, an exception to the rule where “the

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false promise or representation of intention or of future conduct is the scheme or device to

accomplish the fraud and thereby cheat and defraud another of his property.” Id. The Roda case

was followed four years later by Willis v. Atkins, 106 N.E.2d 370, 412 Ill.2d 245 (1952), in

which the Supreme Court found promissory fraud in a case where the breach of a promise to

marry was alleged to be the culmination of a scheme to abscond with the plaintiff’s assets.

In Desnick v. Am. Broadcasting Co., 44 F.3d 1345, 1354 (7th Cir. 1995), Judge Posner

explained the role of the federal judiciary in Illinois on promissory fraud claims.

It is not our proper role as a federal court in a diversity suit to read

‘scheme’ out of Illinois law; we must give it some meaning. Our best
interpretation is that promissory fraud is actionable [if it is] particularly
egregious or, what may amount to the same thing, is embedded in a
larger pattern of deceptions or enticements that reasonably induce
reliance and against which the law ought to provide a remedy.

The case that is most closely on point to the present matter is Steinberg v. Chicago Med. School,

371 N.E.2d 634, 69 Ill.2d 320 (1977). In Steinberg, a prospective medical student paid the

admissions fee on the basis of the following assertion in the school’s 1974-75 bulletin.

Students are selected on the basis of scholarship, character, and

motivation without regard to race, creed, or sex. The student's
potential for the study and practice of medicine will be evaluated on
the basis of academic achievement, Medical College Admission Test
results, personal appraisals by a pre-professional advisory committee
or individual instructors, and the personal interview, if requested by
the Committee on Admissions.

Id. at 327. In fact, the “academic achievement” criteria touted in the bulletin took a back seat to

nonacademic criteria, specifically, “the ability of the applicant or his family to pledge or make

payment of large sums of money to the school.” Id.

The court began by observing that “[a] medical school is an institution so important to

life in society” that its misconduct cannot be averted by “simply refrain[ing] from dealing with it

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at all.” Id. at 333. It went on to hold that the false admissions criteria in its bulletin gave rise to

a claim for promissory fraud.

It is immaterial here that the misrepresentation consisted of a statement

in the medical school catalog, referring to future conduct… We
concede the general rule denies recovery for fraud based on a false
representation of intention or future conduct, but there is a recognized
exception where the false promise or representation of future conduct is
alleged to be the scheme employed to accomplish the fraud. (Willis v.
Atkins (1952), 412 Ill. 245, 260; Roda v. Berko (1948), 401 Ill. 335,
340; Carroll v. First National Bank (7th Cir.1969), 413 F.2d 353, 358;
Howard v. Howe (7th Cir. 1932), 61 F.2d 577, 579.) Such is the
situation here.

Id. at 333-34. Cf. Wigod v. Wells Fargo Bank, N.A., 673 F.3d 547, 570 (7th Cir. 2012) (“a single

false promise made to the public at large [in Steinberg] satisfied the scheme exception to the

general rule against promissory fraud”).

The medical school admissions process in Steinberg is analogous to the law school

accreditation process in the present case. Law school accreditation, as the ABA has already

explained, is a continuous process of monitoring, assessment, and review.

The ABA regularly monitors ABA approved law schools’ compliance

with the Standards, ABA Rules at 54, and conducts a periodic
comprehensive review of each law school (referred to as a site
evaluation), id. at 52–53. In addition, anyone can file a written
complaint alleging that a given school is not compliant with the
Standards, and such complaints are then investigated by the Managing
Director. Id. at 73–74.

Def.’s Mem. in Supp., at 8. See also 20 U.S.C. §1099b(c) (mandating on-site inspections and

reviews of institutions of higher education at regularly scheduled intervals). This process of

monitoring ensures that an accredited law school will remain in compliance with the ABA

Standards at all times, not merely once every seven years at its accreditation renewal.

The counterpart to the ABA’s continuous monitoring of law schools is the continuous

reliance of the law schools themselves on the integrity of the process. That is because the ABA’s

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long-term commitment to the integrity of the accreditation process is what allows students and

faculty to make long-term commitments to their institutions. When a faculty member entrusts

his or her career to an ABA-accredited law school, that commitment is made in reliance on the

ABA’s assurance that the law school will remain in compliance with its standards as long as

those standards are in effect. The ABA’s refusal to enforce Standard 405(c) against SUNY

Buffalo, despite its repudiation of that standard, should be construed as prima facie proof that

Standard 405(c) is itself a fraudulent promise and a false assertion of fact. See Compl., ¶ 10.

The additional elements of a fraud claim – “action by the other party in reliance on the

truth of the statement,” and “damage to the other party resulting from such reliance” – are

expressly stated in the allegations of the complaint. See Compl., ¶¶ 80, 82. The complaint

alleges that the plaintiff relied to his detriment on the ABA’s assurance that SUNY Buffalo

would remain in compliance with Standard 405(c) throughout his years of service there. That

reliance was reasonable because the ABA’s site evaluations are done in accord with Department

of Education regulations, which require accrediting agencies to enforce their own standards. See

Compl. ¶ 22. This fraud induced the plaintiff to sign a long-term contract with the University, a

decision that made him vulnerable to a wrongful termination by an administration that was on

the attack against its clinical faculty. In addition, the ABA’s ongoing assertion of a non-

functional accreditation standard – Standard 405(c) – caused the plaintiff to suffer the stigma of a

“for cause” termination, which made it impossible for him to mitigate his damages by resuming

his career at any other ABA-accredited law school. Compl. ¶ 9.

Finally the complaint alleges that the ABA has adopted a policy of never, under any

circumstances, sanctioning a law school for non-compliance with Standard 405(c). Compl. ¶ 10;

see also Peter A. Joy, ABA Standard 405(c): Two Steps Forward and One Step Back for Legal

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Education, 66 J. Legal Ed. 606, 618-626 (2017) (reporting on post-2006 actions of the ABA

Accreditation Committee that have eroded the protections of Standard 405(c) and its

interpretations). The prima facie proof of this allegation, which satisfies the element of

“knowing falsehood,” is the ABA’s otherwise inexplicable refusal to take any enforcement

action against an accredited law school that, in defiance of the ABA itself, has revoked all its

clinical faculty contracts, and expressly repudiated a core academic freedom standard.

Even though the ABA’s position is impossible to reconcile with a binding judicial

precedent, it asks this Court to stand behind its Managing Director’s “constitutionally protected

opinion” that no accreditation fraud has taken place at SUNY Buffalo. Def.’s Mem. in Supp., at

1, 9. That opinion, however, is not any kind of opinion in the constitutional or legal sense.

Wherever a party states a matter which might otherwise be only an

opinion but does not state it as the expression of the opinion of his own
but as an affirmative fact material to the transaction, so that the other
party may reasonably treat it as a fact and rely upon it as such, then the
statement clearly becomes an affirmation of the fact within the meaning
of the rule against fraudulent misrepresentation.

Buttitta v. Lawrence, 178 N.E. 390, 393, 346 Ill. 164, 173 (1931). To the contrary, the Managing

Director’s opinion is the final decision of an accrediting agency, that is, an affirmation of fact.

B. Negligent misrepresentation. The Illinois Supreme Court in Board of Education v.

A.C.&S., Inc., 546 N.E.2d 580, 131 Ill. 2d 428, 452 (1989), observed that the torts of fraudulent

and negligent misrepresentation are so closely related that they share the same elements. The

only difference is that “the defendant [in a negligence claim] need not know that the statement is

false.” Instead “his own carelessness or negligence in ascertaining its truth will suffice….” Id.

The plaintiff in a negligence case, moreover, must establish that the defendant had a duty to

communicate accurate information – not necessarily a duty to the public at large, but a duty

based on the foreseeability that a particular third party will rely on the information. Id.

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In the present case, the complaint alleges that,

[t]he ABA knows that its certifications of compliance [with Standard

405(c)] will be used and relied upon by a small and discrete group of legal
professionals, that is, those who are seeking clinical faculty appointments,
those who are considering offers of clinical faculty appointments, and those
who are holding clinical faculty appointments.

Compl. ¶ 79. It further alleges that “[i]n knowing and willful disregard of its duty to

communicate truthfully about the compliance status of accredited law schools, the ABA

continues to communicate false assurances of SUNY Buffalo’s compliance with Standard

405(c).” Id. ¶ 23, 54. These allegations support a claim for negligent misrepresentation, which

is the legal theory that best accounts for the allegations just cited. Like real estate agents and

accountants, accrediting agencies are in the business of providing information to third parties

about the institutions they accredit. They also know that third parties – in this instance, the

clinical professors of SUNY Buffalo Law School – rely on the accuracy of this information. The

accrediting agency should be held liable in tort law when it has discovered that the information it

has communicated to the public is undeniably false yet continues to communicate it anyway.



The ABA’s principal argument for dismissing the complaint is that it fails to state a cause

of action for negligent accreditation. That cause of action, however, is not alleged in the

complaint. The complaint alleges a cause of action for promissory fraud with a secondary claim

of negligent misrepresentation. Even if negligent accreditation were at issue here, the ABA’s

motion should be denied. The gravamen of a negligent accreditation claim is that the accrediting

agency inflicted harm on the students or faculty of a failing institution by breaching its duty to

exercise reasonable care in its oversight of the program’s facilities, finances, curriculum,

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admissions practices, employment outcomes, etc. In other words, the accreditor has failed to live

up to the standard of a “reasonable accreditor.”

The leading case is Ambrose v. New England Association of Schools and Colleges, Inc.,

252 F.3d 488, 497 (1st Cir. 2001), in which the First Circuit held that accrediting agencies have

no duty to individuals who are not parties to the accreditation process for acting carelessly in

conferring accreditation. Id. at 499. The rationale for this policy is “the lack of any satisfactory

standard of care by which to evaluate educators’ professional judgments” as well as “the patent

undesirability of having courts attempt to assess the efficacy of operations of an academic

institution.” Id. With this caveat in mind, the Ambrose court “declined to blaze a new,

unprecedented trail and hold an accreditor liable to a consumer of the accredited service.” Id.

The problem with reliance on Ambrose is that the facts alleged in the complaint before

this Court do not require or even allow it to determine or apply a standard of care for law school

accreditation. The U.S. Court of Appeals has already found that the SUNY Buffalo Law School

does not comply with Standard 405(c). That means that SUNY Buffalo Law School is operating

in violation of its accreditation standards. No judicial discretion is warranted, or even possible,

in light of this ruling.

Even so, the ABA maintains that this Court should defer to the opinion of the Managing

Director because he may be in possession of knowledge – unknown to the general public – that

SUNY Buffalo has taken measures to protect its clinical faculty by another “arrangement

sufficient to ensure academic freedom.” See Def.’s Mem. in Supp., at 10. Any such

arrangement, however, is impossible at SUNY Buffalo because the Attorney General of New

York has already obtained a definitive ruling that the University’s clinical professors have no

legal rights that extend from one contract term to the next. No matter what an academic freedom

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panel or some other in-house “arrangement” may promise in the way of protection, clinical

professors at SUNY Buffalo automatically revert to “at will” employees at the end of every

three-year contract term and may be terminated without any legal recourse at the sole discretion

of the dean. See Compl., ¶ 73. In any event, it strains credulity to imagine that while SUNY

Buffalo was fighting in court to retroactively divest its clinical professors of their 405(c)-

protected contracts, it was also hard at work developing and implementing an alternative

arrangement for protecting their academic freedom.

Finally, any speculation about an “alternative arrangement” must account for why such

an arrangement was necessary in the first place. Nothing in the Policies of the Board of Trustees

made 405(c)-compliance legally impossible at any time relevant to the allegations of the

complaint. The Policies are simply the University’s own enabling rules, promulgated in the form

of Department of Education regulations. If the Trustees found that a deficiency in their Policies

stood in the way of operating an ABA-accredited law school, they could simply have amended

their Policies to enable the Law School to return to compliance with its accreditation standards.

The only reason the University was in court attacking its own contracts, bylaws, and personnel

rules was that it wanted to keep its clinical professors in an ongoing state of insecurity and fear

by subjecting them to the unremitting threat of summary dismissal.



A. Standing based on injury-in-fact. The ABA makes the separate argument that the

complaint should be dismissed because its allegations fail to establish standing in federal court.

To the contrary, Article III standing is essentially a non-issue at this stage of the case. The three

requirements of Article III standing are: (1) injury-in-fact, (2) causation, and (3) redressability.

See Lujan v. Defenders of Wildlife, 504 U.S. 555, 560-61 (1992). In a diversity case based on a

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common law tort or breach of contract, the injury-in-fact requirement is presumed at the pleading

stage. Cf. Lujan, 504 U.S. at 561-62 (“if the plaintiff himself is an object of the action (or

foregone action) at issue” then “there is ordinarily little question that the action or inaction

caused him injury”).

The ABA does not challenge the element of injury-in-fact. The crux of its argument is

that the plaintiff’s injury-in-fact cannot be fairly traced to any action or inaction on the part of

the ABA. That argument, however, is based on the premise that this is a breach of contract claim

under the guise of a tort claim, and that the ABA cannot have caused the plaintiff’s injury

because it had nothing to do with breaching his contract. See Def.’s Mem. in Supp., at 6-7. That

premise, however, is not true. The complaint is based on the allegation that the plaintiff was

injured because “the ABA’s imprimatur on that law school’s compliance with Standard 405(c)

was fraudulently applied.” See Compl. ¶ 80. It further alleges that in April of 2016 the ABA

was in possession of conclusive evidence that SUNY Buffalo had repudiated Standard 405(c)

and all of its clinical faculty contracts in the New York Court of Claims and the U.S. District

Court. See Compl. ¶ 81. Even though it was in the midst of a sabbatical site evaluation, see

Compl. ¶ 21-22, the ABA refused to respond in any manner to SUNY Buffalo’s open defiance

of the ABA Standards. See Compl. ¶¶ 6, 7. The ABA thereby gave the Attorney General the

green light to once again argue the “ultra vires contract” defense before the U.S. Court of

Appeals, with devastating consequences for the plaintiff. See Compl. ¶¶ 6-7, 82. In other words,

far from failing to allege the element of causation, the complaint alleges that the ABA is one-

hundred percent responsible for any and all injuries suffered by the plaintiff. Cf. Massachusetts

v. Environmental Protection Agency, 549 U.S. 497, 127 S. Ct. 1438, 1455 (2007) (standing

conferred on the basis of damage caused by the agency’s refusal to enforce its own regulations).

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Finally, the plaintiff is not asking for the ABA to “unwind SUNY Buffalo’s 2008

decision not to renew [his] contract” or “to give him his job back.” Def.’s Mem. in Supp., at 7.

The relief sought in the complaint is an award of compensatory and punitive damages in an

amount to be determined at trial. This legal redress is well within the ABA’s ability to provide.

If the ABA believes that SUNY Buffalo, instead of itself, should be held liable for the

damages alleged in the complaint, its recourse is to implead the responsible University officials.1

See Fed. R. Civ. P. 14(a). In the alternative, it has all the authority it needs to protect its interests

by proceeding directly against the Law School as its DOE-approved accrediting agency with

sanctions, censures, and other enforcement measures. See Compl. ¶¶ 32-36 (paraphrasing and

quoting the ABA’s Rule 16 on sanctions and penalties for non-compliance).

B. Standing based on harm to others. The plaintiff does not argue that his standing

depends on his representative capacity as a member of the clinical legal education community.

He is bringing this lawsuit for the purpose of obtaining redress for his own injuries-in-fact. It is

true, however, that the complaint implicates the public trust in the integrity of the accreditation

process as well as the public interest in the support of clinical legal education.

In 1996, after many years of consideration and debate, the ABA House of Delegates took

these matters under its purview when it enacted Standard 405(c). See Peter A. Joy and Robert R.

Kuehn, The Evolution of ABA Standards for Clinical Faculty, 75 Tenn. L. Rev. 183, 206-213

(2008). The ABA reaffirmed its commitment to clinical legal education nine years later with the

requirements of presumptively renewable contracts and due process rights with a good cause

standard of review. See id., at 213-223 (legislative history of Interpretation 405-6).

They are President (former-provost) Satish K. Tripathi, and Professors (former-deans) Makau
W. Mutua and James A. Gardner.

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The allegation that the Managing Director has, in effect, nullified the mandate of the

House of Delegates by rendering Standard 405(c) inoperative as a functional accreditation

standard, see Compl. ¶ 10, is a proper matter for judicial review. Indeed that is all the more

reason why this Court’s consideration, in the form of a declaratory judgment, is warranted here.

See Compl. ¶¶ 83-89. 2


The date on which the plaintiff’s claims accrued in this case is June 4, 2018. That was

the day he received the final decision that the ABA found no violation of Standard 405(c). In

other words, it was the day on which he became aware that the ABA was the author of the fraud

rather than a fellow victim of the fraud. The complaint was filed on November 28, 2018 and

served on December 5, 2018. Hence there is no statute of limitations issue in this case.

The allegations of the complaint support this timeline. It quotes from a letter that Mr.

Malkan sent to Professor Bradley Clary, a member of the Accreditation Committee, subsequent

to receiving the decision letter from the Accreditation Counsel.

SUNY Buffalo certified one set of facts to the ABA in order to secure
its reaccreditation and exactly the opposite set of facts to the U.S.
Court of Appeals in order to win a due process lawsuit…. I cannot
understand how these false certifications of compliance, repeatedly
made over a period of twenty some-odd years, can be overlooked
unless Standard 405(c) is nothing but an empty formality.

It should be noted that Professor Joy, in his 2017 follow-up article, examined the resistance to
Standard 405(c) by the Association of Law School Deans (ALDA), and the unrelenting pressure
that ALDA has placed on the ABA Accreditation Committee to eliminate protections for clinical
professors based on security of employment. See Peter A. Joy, ABA Standard 405(c): Two Steps
Forward and One Step Back for Legal Education, 66 J. Legal Ed. 606, 618-626 (2017). He
reports that in 2006 the ABA waived the long-term contract requirement for Northwestern Law
School and one year later did the same for St. Louis University Law School. Id. at 623-24. In
neither of these cases, however, did the ABA go so far as to approve the wholesale rescission of
all clinical faculty contracts and the rescindment of all clinical faculty due process rights.

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Compl. ¶59. When he wrote this letter, Mr. Malkan assumed that SUNY Buffalo had lied to the

ABA on its 2016 Self Study Report. At that point, in other words, the plaintiff was acting on the

assumption that the Law School must have been lying to the ABA because the ABA could not

possibly be complicit in such a scandalous fraud. It was only when the Managing Director

refused to reply to his objection to the final decision that he knew the ABA was fully aware of

what SUNY Buffalo was doing to its clinical faculty and had given its approval. What escalates

the level of wrongdoing beyond anything he could possibly have imagined is that the ABA

continues to the present day to publish its “opinion” that SUNY Buffalo is in compliance with

Standard 405(c) when it knows that this assertion is entirely false. See Compl. ¶ 54.

Again, the ABA goes wrong on the limitations issue, just as it did on the standing issue,

by describing this matter as if it were a breach of contract claim. Accordingly, it argues that the

plaintiff’s claim accrued on August 28, 2008, the day on which former-Dean Mutua served him

with a notice of non-renewal. That date is irrelevant, however, because the ABA was not a party

to the contract. This is a claim for negligent and fraudulent misrepresentation and it accrued on

the day that the plaintiff became aware of the defendant’s culpability for the fraud.


For the foregoing reasons, the plaintiff requests that the motion be denied.

Respectfully submitted,

/s/ Jeffrey Malkan

Jeffrey Malkan
Plaintiff pro se
12 Valleywood Ct. W.
Saint James, New York 11780
(631) 862-6668

Dated: February 26, 2019