Foundations: Taking The Stage

In the tug of war over the Emery Theatre, there are no winners.
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Illustration by Owen Davey-- Folio Art

Elegant and forlorn, the Emery Theatre haunts us all. We heard music there. We watched movies. We remember that it was beautiful, with cream-colored pilasters, faux-marble panels, and Doric columns in the lobby. A gracefully curving balcony gave definition to some 2,200 seats on three levels. In a city of several performing venues, it was the only one of near-perfect size. But now it’s mothballed, and a lawsuit over its disposition raises questions that have no easy answers.

What’s going on? Why can’t a facility this handsome, this historic, and—and—this well situated be successfully restored? While money is not the only answer, its primacy is indisputable. Local architect John Senhauser, whose company was hired four years ago along with Westlake Reed Leskosky to do a schematic design to encourage fund-raising, told me recently that it would cost between $15 and $20 million to make the Emery “more than serviceable, but not a replication of what it was when it was brand new.”

The other answers are the not-totally-clear actions and intentions of either party to the aforementioned lawsuit. The plaintiffs—two women who came here from New York seven years ago and who have spent much of that time trying to salvage the theater—deny they have anything more than charitable purposes in mind. “We have no fortune to gain,” one said to me. “We won’t own it.”

That much is true. But whether Tina Manchise and Tara Lindsey Gordon were so intent on controlling the theater on their own terms that they ultimately alienated the people who put them in place is less obvious. “There is clearly an interest in retaining good managers for the theater, but in the end, the approach of these two ladies may have been unsuitable,” one observer told me. “They could have seemed convincing at first, but later turned out to be amateurs with lots of ambition and big talk, but not the requisite experience to do the job.”

The defendant, the University of Cincinnati, has owned the building since 1969. In all its public statements, its commitment to the restoration of the Emery has been an article of faith. “As a result of the pending litigation, it’s difficult to discuss this beyond letting you know that UC is committed to the community and to the Emery,” UC spokesman Greg Vehr said to me in February. “Our intent all along has been to find a way to work with the community to restore the building, and we continue trying to find ways to do that.”

That is likely true. I talked with three people who had some knowledge of the issue from UC’s side, and all insisted, anonymously, that the university has been and remains strongly committed to the Emery. I also exchanged e-mails with Buck Niehoff, former chair of UC’s board of trustees, who told me that he had been on the Emery’s board “and worked about 10 years trying to renovate it.”

All that said, the signals coming from UC have been mixed. For one thing, an elaborate strategy devised 16 years ago to revive the theater hasn’t worked. For another, even though Manchise and Lindsey Gordon got the theater up and running between late 2011 and late 2012, the university—through a subsidiary—subsequently appeared to pull the rug out from under them, never offering a word of explanation. Then, last year, UC came within a blink of selling the building to Core Redevelopment, an Indianapolis-based developer (the same one that owns the old School for Creative and Performing Arts building on Sycamore Street), but the deal fell through.

So it’s complicated. But it’s worth understanding because, for the city, for Over-the-Rhine, and for the many among us who cherish golden-age-theater grandeur, saving the Emery is worth any effort.

 

Let’s take it from the beginning: Conceived in 1908 with funds provided by philanthropist Mary Emery, the building housed the Ohio Mechanics Institute; it also contained an assembly and concert hall, which Emery intended for use by the wider community. The theater, opened in 1911, was quickly recognized as one of the nation’s three or four best acoustical spaces and soon became the home of the Cincinnati Symphony Orchestra. When Emery died, in 1927, the building was left to OMI with the proviso that it always be used for “civic betterment”—an agreement that created a charitable trust.

Fast-forward 40 years, and the University of Cincinnati was expanding by acquisition. It picked up OMI in 1969, and for the next 20 years ran it as the College of Applied Sciences. The Emery Theatre was utilized intermittently for movies, lectures, meetings, whatever, while its owner looked for a way to refurbish it properly.

In 1999, it thought it may have found one: It would create a for-profit organization called ECALP (Emery Center Apartments Limited Partnership) and a not-for-profit counterpart, ECC (Emery Center Corporation). The two had overlapping boards. ECALP was to turn the building’s classrooms into 62 apartments, which would pay rent, and over time, fund the operations of the Emery Theatre—which was to be overseen by ECC. Because the plan ran contrary to Mary Emery’s trust, which stipulated that the building always be used for classroom instruction and theater, but provided no funds for the upkeep or operations of the latter, the university sought and won a declarative judgment in Hamilton County Common Pleas Court granting it permission to implement its plan.

To fund the conversion, ECALP took out three external mortgages, amounting to $5,150,000. Because it was prohibited from lending money directly to a for-profit entity, the university granted an additional $2.8 million to the nonprofit ECC, which immediately turned around and loaned that additional money to ECALP as a fourth mortgage. The lawsuit alleges that such a maneuver is, in essence, a shell game, and that UC should not have gotten away with it. Four lawyers I spoke with said that such arrangements are standard operating procedure. “All kinds of people set up ‘straw men,’ or shell corporations, for all kinds of reasons,” one told me. An example he cited: a February New York Times series about shell corporations buying condominiums in the Time Warner Center in Manhattan. While it may be unsavory, there’s nothing illegal about it. (As this story went to press, Requiem filed an amendment to its original suit, alleging that the $2.8 million loan was never meant to be repaid. The amendment also claims that other businesses located at the Emery were not required to get UC’s approval and that ECALP and ECC board members did not disclose conflicts of interest.)

The apartments were completed in 2001, at the cost of some collateral damage to the theater. A stairway leading to the second level balcony was blocked. There was no heat, no running water, and thus no usable bathrooms. At the time, Dale McGirr, a member of ECC and UC’s vice president of finance, stated that ECC had put the Emery Theatre project on hold.

 

Which is pretty much where things stood when Tina Manchise and Tara Lindsey Gordon walked onto the stage. Almost literally. The two, in their late 20s, were pursuing master’s degrees in the performing arts from New York University. Tina, who was from Cincinnati, and who has an undergraduate degree from CCM, was teaching dance and developing educational programs related to dance. Tara, a native of Boston, worked for a small film company and taught voice.

Manchise and Lindsey Gordon became intrigued with the idea of “addressing the needs of students who had graduated from a fine arts program but hadn’t yet found work.” Inspired by a teacher with expertise in “the arts and urban revitalization,” they looked to Cincinnati. With its wide range of arts, and with the College-Conservatory of Music, it seemed an excellent choice for implementing a case study. “We asked ourselves, ‘How can we keep CCM talent in Cincinnati?’ ” Manchise told me, “There can be a tendency to give up if you don’t find something soon after graduation, so we wanted to develop a ‘Bridge Program’ that would keep them engaged.”

In the fall of 2008, they came to Cincinnati to see possible venues, including the Emery. “It seemed like a logical place to go,” Lindsey Gordon said. “It was owned by UC. We would be working with CCM students.” At the time, according to Sean Callan, attorney for Manchise and Lindsey Gordon, UC was feeling pressure from the community—and from its board—to do something with the Emery.

In early 2009, Manchise and Lindsey Gordon toured the facility with CCM Dean Doug Knehans and with Greg Mohar, associate general counsel for the university. According to Manchise and Lindsey Gordon, if they wanted to sublease the theater, Mohar advised them at the time that they would need to deal with the ECC, “which controls it.” They also claim Mohar told them, “UC is no longer directly involved in the operations.”

Manchise and Lindsey Gordon made a proposal to the ECC. They named their undertaking “The Requiem Project”—defined on their Web site as “the revival of the Emery Theatre: the development of an innovative arts destination for creative possibility.” They filed for a 501(c)(3) because, under the terms of Mary Emery’s trust, the ECC could only enter into a deal with a nonprofit arts organization.

From that point, it took something more than a year—a “grueling year,” Manchise recalls—to formalize arrangements with the ECC. By late 2009, in a resolution approved by the ECC board, Requiem had been designated the preferred sub-lessee of Emery Theatre. By September of 2010 the ECC and Requiem had signed a Binding Letter of Intent (BLI), which established—loosely—the obligations of both parties as to fund-raising, operations, and renovation. Callan, Requiem’s lawyer, stresses that the word binding was included so that the document would have teeth: Because it was to be the catalyst for Manchise and Lindsey Gordon relocating from Manhattan to Cincinnati, they needed to know the BLI was solid. Two additional stipulations confirmed that for them.

One was the understanding that, in a reasonable time, a formal, long-term lease with ECC would be forthcoming. They needed a permanent lease to expedite fund-raising, and they sought the same 40-year arrangement that ECC enjoyed. The terms and timing of this forthcoming lease were established in the document. The other stipulation was what Callan calls a “management agreement,” specifying that Requiem would run the theater and arrange for events. Included was a mutual termination clause—if either party wanted out, they could say so, and the arrangement would be voided. Callan says that ECC took the final draft of the BLI before its board for approval. In none of this, Manchise and Lindsey Gordon maintain, was there any mention of a requirement for further approval by UC. Thus, the two moved forward. In retrospect, they may have been naïve, but Greg Mohar had been so emphatic that ECC had the final say that they took his word. Says Callan today, “If he had said, ‘You have to come back to UC for final approval,’ we wouldn’t be in this situation today.”

It took another year to begin programming the Emery. Meanwhile, Requiem put the renovation project up for bid (bringing John Senhauser into the mix) and started making the short-term fixes necessary to both re-opening the theater and obtaining a temporary certificate of occupancy. “We put in temporary electrical services and fixed anything within our grasp: new exit signs, new fire extinguishers, port-o-lets for restrooms,” Manchise said.

Between November 2011 and November 2012, the Requiem Project staged 35 events at the Emery: concerts, dance performances, fund-raisers. The opening night was sold out, hosting both the ECALP and ECC boards plus Greg Mohar. Within the first three nights, they had raised $120,000. “It became an inter-disciplinary arts center,” Lindsey Gordon said, acknowledging that the original “Bridge Program” concept quickly expanded. “We participated in FotoFocus, MidPoint Music Festival, Fringe, and the Cincinnati Film Festival, among others.” In that same year, Cincinnati City Council allocated $150,000 for a new marquee.

Then, early in 2012, the energy changed. ECC/UC stopped cooperating. Because of damages incurred during the apartment construction, Requiem could not get a permanent certificate of occupancy. It had to rely on temporary certificates, and when one of these ran out, in December of 2012, the university and ECC initially refused to help obtain another. (Later they relented, with Mohar obtaining a temporary certificate through April 2013.)

To avoid the reliance on temporary certificates, Requiem wanted to make the structural improvements that would qualify for a permanent certificate of occupancy. About this same time, it received a $500,000 pledge to begin the needed renovations, but ECC/ECALP would not let the work proceed. UC, now apparently talking out of both sides of its mouth, was claiming that the lack of a permanent certificate of occupancy was sufficient basis to renege on a deal to formalize a long-term lease agreement with Requiem.

In January 2013, the ECC informed Requiem that it would not renew their management agreement. It gave, as the lawsuit says, “no cause.” A week later, Requiem requested that a long-term lease or sublease be formalized, according to the terms of BLI. Now, for the first time, the ECC said this would require UC’s approval. Moreover, to consider such a request, ECALP claimed UC would likely require a history of Requiem’s fund-raising activities and a timeline for renovations. Shocked, because this was all so out of left field, Requiem decided to forge ahead and meet the conditions—at which point UC stopped negotiating and directed Requiem to, again, negotiate with ECC.

By fall of 2013, ECC had changed the locks on the theater. Determined to move ahead anyway, Manchise and Lindsey Gordon brought suit against the university. “They thought, ‘These women don’t have what it takes,’ ” Manchise said later. In 2014, UC announced a possible sale to Indianapolis-based Core Redevelopment. The deal collapsed late last year and they filed an additional suit in Ohio’s Court of Claims on January 14.

“UC got wonky,” Manchise told me. “We got caught in the crossfire of a really dirty deal.”

 

Did they? It’s important to note that much of what is reported here has reflected the Requiem point of view. UC isn’t talking, so we don’t have the whole story. And we won’t hear from them unless this goes to trial later this year. In an effort to hear at least something of the other side, I talked with three people who have knowledge of the situation; two of them have legal expertise. They agreed to look at the case as currently described, and to give me their points of view anonymously. In all three instances, they took a jaundiced view of what The Requiem Project claims.

“The bottom line is in the documents,” said one. “It doesn’t matter what ECC may have told Requiem. It is plain in the ECC lease that it could not sublease without UC’s consent. Requiem knew this. UC had no obligation to consent to a sublease, particularly the kind they wanted, i.e., to step into ECC’s shoes and control the theater for 40 years.”

And further: “The binding letter agreement is irrelevant to the current situation. It was subsumed into Requiem’s management agreement with ECC, which contains the standard integration clause that merges all prior agreements into the new agreement. The management agreement expired by its terms and was not renewed. Who cares why? It didn’t have to be renewed.”

My second source questioned whether the women ever really had “a plan.” “What is it?” this source said. “It’s not enough money to do the theater.” From this person’s point of view, Requiem “wanted to control the theater and to get ECC and ECALP out of the way. To suggest that these women were without personal motivation is a little naïve.”

But that point feels a little naïve itself. Why wouldn’t the two women have personal motivation? And why should that be bad? The third source with whom I spoke had an answer for that: “Requiem has never been able to demonstrate financial backing, a viable business operation plan, and the trust and cooperation needed to work with others. We all wanted it to succeed in reviving the theater, but lack of both performance and of constructive communication has been a serious setback. The theater is part of a complex with retail [The Coffee Emporium] and apartments. What happens in the theater needs to respect the peaceful coexistence of other parts of the building, and that didn’t always happen.”

Because UC isn’t talking, we can only speculate as to why it wanted the women out. Was it their failure to raise the funds needed for renovation? Was it indeed a growing unrest with the way they were going about things? Was it fatigue with the whole undertaking? Was it, as I was told, the women’s desire to control the theater for the foreseeable future? I asked Tara Lindsey Gordon about this. “It is true,” she said, “that the Bridge Project evolved into more than we had originally envisioned—more programs, more events—and we would like to have the Emery for them.”

If I had to guess, I would say that it’s all of the above. Add to that my belief that UC absolutely would like to see the Emery restored but doesn’t know where the money will come from, and so, after all this time, effort, and anxiety, would be happy to sell to someone else—particularly if, as in the case of Core Redevelopment, the buyer professes to want to save the Emery as part of the deal.

As for Tina Manchise and Tara Lindsey Gordon—they have given seven years of their lives to saving a theater that much of Cincinnati adores, and they have worked obsessively for their cause. We can admire that. But hard work and sacrifice alone doesn’t make them right. “We asked ourselves: Do we [file suit]? Because it’s scary,” Manchise told me. “But we would be ashamed if we didn’t. We don’t want to look back and not be proud of the choice we made.”

Originally published in the April 2015 issue.

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