Present: Carrico, C.J., Compton, Lacy, Hassell, Keenan, and 

Kinser, JJ., and Whiting, Senior Justice 

VIRGINIA SCHOOL 

OF THE ARTS, INC. 

OPINION BY JUSTICE A. CHRISTIAN COMPTON 

v. Record No. 962535 October 31, 1997 

ROBERT EICHELBAUM, ET AL. 

 FROM THE CIRCUIT COURT OF THE CITY OF LYNCHBURG 

Mosby G. Perrow, III, Judge 

 In this case involving charitable giving, the main issue is 

whether the terms of a so-called "matching grant" or "challenge 

grant" are enforceable when there has been a failure to meet the 

conditions of the grant. 

 This action evolved from a suit brought by a decedent's 

personal representatives seeking aid and guidance in estate 

administration. In November 1994, appellees Robert Eichelbaum 

and Lewis B. Goode, Jr., Co-Executors of the Estate of Katherine 

Haas Eichelbaum, Deceased, filed a bill of complaint naming as a 

defendant, among others, appellant Virginia School of the Arts, 

Inc. Noting that the defendant had presented a claim against the 

estate, the executors sought the court's aid and guidance 

regarding "the legal enforceability of" the claim. The school is 

a Lynchburg private "residential high school that fosters and 

encourages students of middle and high school age to achieve the 

highest possible standards in dance, theater, music and visual 

arts." 

 During the litigation, the cause was transferred to the law 

side of the court by agreement. The other defendants were 

dismissed, and the case proceeded as a claim by the school 
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against the estate seeking to enforce a "charitable subscription 

of the Decedent" in the amount of $100,000. 

 Following a June 1996 bench trial, at which only the school 

presented testimonial evidence along with stipulated documentary 

evidence, the court below ruled in favor of the estate. We 

awarded the school an appeal from the September 1996 final order 

dismissing its claim with prejudice. 

 The facts are undisputed. Between 1991 and 1993, Mrs. 

Eichelbaum, a resident of Lynchburg, gave $467,433 to the school. 

 Her benevolence took the form of both outright "special gifts" 

and contributions to the school's "annual fund drive." For 

example, during the "spring of '93," her $150,000 special gift 

enabled the school to avoid closing because of financial 

difficulties. 

 The transaction in question took place in October 1993. At 

that time, the school was involved in soliciting prospective 

donors for the 1993-94 annual fund for the fiscal year July 1, 

1993 to June 30, 1994. Because Mrs. Eichelbaum had been "a major 

donor of the school," the school's administrators decided to ask 

her to make a "challenge gift" in order to encourage other 

persons to contribute to the fund drive. 

 Helen Burnette Harvey, who managed the school's internal 

operations, visited Mrs. Eichelbaum armed with fund-raising 

"materials" and a "request letter" dated October 5, 1993. The 

letter provided: "A gift of $100,000 as a challenge grant to the 
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1993-94 Annual Fund would ensure the School's place in this 

community as both a cultural and economic asset." The letter 

further provided: "With your permission we would like to promote 

your gift to encourage renewing and new donors to invest . . . We 

must raise $200,000 during this year's Annual Fund period; we 

believe a matching grant would make it possible for us to achieve 

this goal." 

 Following the visit, Mrs. Eichelbaum consulted her financial 

adviser and signed a statement dated October 8, 1993 affixed to 

the end of the letter in which she "agree[d] to commit the sum of 

$100,000 . . . to The Virginia School of the Arts." 

 The letter did not mention periodic payments of the 

"matching grant" or how the pledge would be paid, nor were those 

subjects discussed with Mrs. Eichelbaum or her financial adviser 

by any of the school's representatives. 

 On October 18, 1993, Mrs. Harvey on behalf of the school 

wrote Mrs. Eichelbaum a letter of appreciation, stating her 

"recent generous gift . . . in the form of a $100,000 matching 

grant is exactly what we needed to ensure the success of the '93-

'94 Annual Fund drive." On December 3, 1993, the school issued a 

press release announcing an anonymous "challenge gift" of 

$100,000, which "will encourage other individuals, business and 

industry sources, and private foundations in the community and 

beyond to contribute to the school's operations and programs." 

The press statement said the school "must match this challenge 
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gift by the end of this fiscal year." 

 The school then attempted to raise funds to match the 

pledge. In letters to prospects, the school called attention to 

the "$100,000 challenge gift" and stated it was "striving to meet 

this generous offering." In letters of appreciation to donors, 

the school stated that the particular gift "brings us closer to 

meeting our responsibility in relation to the $100,000 challenge 

grant that we received from a loyal supporter." 

 Mrs. Eichelbaum died testate on January 14, 1994. The 

school had not asked her to make any payments on the pledge and 

she had made none. Additionally, by that date, the school had 

not raised $100,000 to equal the decedent's matching grant. By 

the end of the 1993-94 fiscal year, the school had raised only 

$67,592.71. 

 In a letter opinion, the trial court determined that the 

"subscription considered in context with the solicitation letter 

of October 5, 1993, and the resulting conduct of the parties, 

whether analyzed as a unilateral or bilateral contract, is 

unenforceable" because the school "failed to match the sum 

pledged by the decedent during the 1993-94 Annual Fund Drive." 

 On appeal, the school contends the trial court erred in 

ruling that the estate was not liable for payment of the 

decedent's pledge. Arguing that "charitable subscriptions should 

be enforced as a matter of public policy wherever possible," the 

school says the trial court erred in failing to find it "actually 
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matched the pledge in this case." The school argues "its 

evidence unequivocally establishes that the gift was matched 

within a reasonable time" because it raised $212,000 during the 

period October 1993 - June 1995 through gifts from persons other 

than the decedent. The school says "nothing in the pledge 

provided any limitation to the time within [which] the gift was 

to be matched by other pledges." This argument ignores the 

uncontradicted evidence and is contrary to settled law on the 

subject. 

 A charitable subscription is governed by the law of 

contracts and must be supported by an offer, an acceptance, and 

consideration. Galt v. Swain, 50 Va. (9 Gratt.) 633, 635 (1853). 

 And "a subscription, like any other promise or offer, may be 

conditional. If particular terms are prescribed, these terms in 

themselves are conditions which must be complied with before the 

subscription is binding." Id. 

 In the present case, there was valuable consideration to 

support a binding contract between the decedent and the school. 

The decedent's promise of a "matching" or "challenge" grant was 

relied on by school officials, who expended effort to solicit 

matching funds. 

 But the contract as expressed in the letter of October 5, 

1993, and evidenced by the school's subsequent conduct and 

statements, clearly and unambiguously included a condition, that 

is, the school was obligated to raise $100,000 during the 1993-94 
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fiscal year ending June 30, 1994. This the school failed to do. 

 The October 5 "request letter" tied the request for a 

"challenge grant" specifically to the "1993-94 Annual Fund." The 

evidence plainly showed that the school operated on a fiscal year 

basis of July 1, 1993 to June 30, 1994, and that school officials 

considered the school had the "responsibility" to match the 

pledge during that period. The fact that the school raised 

$212,000 by June 1995 did not satisfy the condition. 

 Therefore, because the school failed to fulfill the 

condition, the contract is unenforceable, and the pledge is not 

binding on the decedent's estate. 

 The school raises two additional issues. First, it contends 

the trial court erred in refusing to apply the doctrine of 

promissory estoppel to these facts. We reject this contention. 

Today, we decide that the doctrine should not be adopted in 

Virginia. W. J. Schafer Assoc., Inc. v. Cordant, Inc., 254 Va. 

___, ___ S.E.2d ___ (1997). 

 Second, the school contends the trial court "erred in 

failing to rule on the admissibility of" an August 1992 letter 

from Mrs. Eichelbaum to her financial adviser, who was one of the 

executors, directing payment of "all signed commitments, in the 

form of a pledge, to charitable organizations." There is no 

merit to this contention. The recitals in the court's opinion 

letter and final order implicitly show that the court, sitting 

without a jury, considered the letter. 
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 Accordingly, we hold there is no error in the judgment from 

which this appeal is taken, and it will be 

Affirmed.