In re Ezra L. Totton Scholarship, Docket 25-0462, Iowa S. Ct. (June 5, 2026), considered the application of UPMIFA’s modification provisions to a scholarship with a race-based restriction. The Iowa Supreme Court agreed that the University of Iowa’s administration of the scholarship had become “impracticable” and remanded the case for determination of appropriate modification. The opinion includes interesting discussions of UPMIFA, protection of donor intent, the role of the Attorney General when the AG represents a state university in connection with a question involving donor-restricted charitable assets, consideration of extrinsic evidence in understanding donor intent, and hints at special interest standing.
In 1939, the University of Tennessee denied Ezra Totton admission to the graduate program in chemistry because he was Black. After serving in World War II, he attended University of Iowa, receiving a master of science degree in chemistry, followed by a PhD from the University of Wisconsin-Madison. Dr. Totton served as chair of the chemistry department at North Carolina Central University until he retired. When he died, his will left money for scholarships to five institutions, including the University of Iowa. The bequest to Iowa established a scholarship for “Black students majoring in the physical sciences, preferably chemistry.”
After the Supreme Court’s 2023 ruling in Students for Fair Admissions, Inc. v. President & Fellows of Harvard College (SFFA) that universities cannot use race-based preferences in admissions, the University of Iowa became concerned that the ruling could be applied to race-based scholarships. The University brought a petition to modify the terms of the scholarship, requesting that the term “Black” be replaced with “first generation.”
The district court dismissed the case, saying that the University had not established that it would be unlawful to continue the scholarship under its original terms. On appeal, the Supreme Court concluded that the SFFA case made continuing the scholarship impracticable, due to concern about legal challenges, but disagreed with the University’s proposed modification. The Court remanded the case for consideration of other modifications. The Court offered the following guidance to the trial court: “(1) an advocate for donor’s intent should be allowed to participate in the proceeding, (2) the entire terms of the will and relevant extrinsic evidence may be considered, and (3) modification that may be considered include release of the restriction or an order that the funds be paid without the restriction to another institution.”
This case raises all sorts of interesting points:
The role of the Attorney General. The Court points to an UPMIFA comment that says the AG “protects donor intent as well as the public’s interest in charitable assets.” In this situation, the AG represents the University, so the AG is, in effect, on both sides of the case. The AG appeared in the trial court proceeding, only on behalf of the University.
Donor intent. When the University appealed the trial court’s dismissal of its petition, the Court asked for briefing by amicus curiae. The NAACP Iowa-Nebraska Conference and the ACLU of Iowa submitted a brief and participated in oral argument. The amicus brief contains information about Dr. Totton that was not in the record at the trial level, including the struggles he faced as the result of racial segregation and his dedication to the cause of civil rights throughout his life. The amicus brief adds that when the attorney for Dr. Totton’s estate sent the check to the University of Iowa, the letter said, “if you are unable to comply with the requirements of this bequest, please return the check and notify us immediately.”
UPMIFA and cy pres. UPMIFA’s modification rules apply to this situation, and the opinion discusses the UPMIFA standard, notes that the UPMIFA rule is based on common law cy pres, and looks to caselaw applying Iowa’s cy pres doctrine. The court finds that the facts of the case meet the “impracticable” standard given the litigation risk the University, as a state entity, would face if it continued to apply the race-based restriction.
Standing. The opinion discusses standing at some length, noting that the Iowa codification of cy pres for charitable trusts permits standing for a “person with a special interest in the trust.” The Court says that on remand, the court “should allow the appearance of an advocate to ‘protect donor intent’” (citing the UPMIFA comment) and should consider whether other parties might have standing to intervene. Two of the other donees under Dr. Totton’s will might be appropriate choices to administer the scholarship money, so they might be able to get special interest standing.
Gift instrument. The University argued that the terms of the gift should be limited to the text of one paragraph in Dr. Totton’s will. The Court disagreed, saying that the gift instrument included the entire will and that extrinsic evidence is relevant to interpret restrictions on a gift and to determine what modifications are consistent with donor intent.
Modification. The Court noted that modification includes release of a restriction or transfer of a restricted gift to another institution. Dr. Totton set up chemistry scholarships at five institutions. Two of the institutions, North Carolina Central State and Knoxville College (where he had gotten his B.S. degree) were HBCUs, so the will did not include a race-based restriction for those scholarships. If the University of Iowa concludes that it cannot administer the scholarship as Dr. Totton intended, a transfer of the scholarship fund to either of those two schools would seem to be consistent with Dr. Totton’s intent.
Small, old fund. It is interesting to note that the amount in the scholarship fund was $58,015.58, just over the amount for a “small, old fund” modification under UPMIFA. If the fund had been worth a bit less, the statute would have allowed the University to make the change it wanted with notice to the Attorney General, but without court approval.