UPMIFA “Impracticability” for Race-Restricted Scholarships After SFFA and Donor-Intent–Consistent Modification

I. Introduction

In re Ezra L. Totton Scholarship (Iowa June 5, 2026) addresses how Iowa courts should treat a racially restricted university scholarship created by testamentary bequest when post-Students for Fair Admissions, Inc. v. President & Fellows of Harvard College (SFFA) constitutional and statutory risks cast doubt on continued administration under the original terms.

The donor, Dr. Ezra L. Totton—a Black chemist educated at the University of Iowa during the Jim Crow era—bequeathed funds to establish a scholarship for “Black students majoring in the physical sciences, preferably chemistry.” After SFFA, the University of Iowa petitioned under Iowa Code § 540A.106(3) (UPMIFA) to modify the restriction by replacing “Black” with “first generation.” The district court dismissed without prejudice, reasoning that SFFA had not been “conclusively determined” to apply to such scholarship restrictions. The Iowa Supreme Court reversed.

The core issues were: (1) whether the racial restriction had become “unlawful, impracticable, or impossible” under § 540A.106(3); (2) whether the University’s proposed substitute criterion was consistent with the donor’s charitable purposes; and (3) what process and evidence should guide further proceedings if the proposed modification was unsupported.

II. Summary of the Opinion

  • Threshold standard clarified: The court held it is enough that a restriction has become impracticable; the institution need not prove that illegality has been “conclusively determined.”
  • Race-restricted scholarship deemed impracticable: In light of SFFA, subsequent lower-court developments, and federal enforcement signals, it was impracticable for the University to continue administering the scholarship with a race-based restriction.
  • Requested modification rejected: The court found no record support that converting the scholarship to “first generation students” was consistent with Dr. Totton’s charitable purposes.
  • Remand with guidance: The case was remanded for consideration of other modifications, with guidance that (a) an advocate for donor intent should be allowed to participate, (b) the entire will and relevant extrinsic evidence may be considered, and (c) “modify” may include releasing the restriction or ordering payment to another institution.

III. Analysis

A. Precedents Cited

1. Federal equal-protection and anti-discrimination frame

  • Students for Fair Admissions, Inc. v. President & Fellows of Harvard College (SFFA), 600 U.S. 181 (2023): The opinion treats SFFA as establishing a broad rule: race-based governmental action is presumptively prohibited unless it satisfies strict scrutiny within “extremely limited” compelling-interest categories. Although SFFA addressed admissions, Iowa’s court emphasized its broader language (“Eliminating racial discrimination means eliminating all of it.”) as relevant to race-limited scholarships administered by a public university.
  • Rabiebna v. Higher Educ. Aids Bd., 20 N.W.3d 742 (Wis. Ct. App. 2025), review granted, 30 N.W.3d 26 (Wis. 2025): Used as persuasive authority that SFFA extends beyond admissions to state-funded scholarship programs employing racial classifications.
  • Am. All. for Equal Rts. v. A.B.A., 2026 WL 161596 (N.D. Ill. Jan. 21, 2026): Cited to show post-SFFA litigation viability against race-based scholarship programs under 42 U.S.C. § 1981 (contracting nondiscrimination).
  • State ex rel. Michael v. Witham, 165 S.W.2d 378 (Tenn. 1942) (citing Plessy v. Ferguson, 163 U.S. 537 (1896), overruled by, Brown v. Bd. of Educ., 347 U.S. 483 (1954)): While presented in the appellate appendix context, Witham supplies historical and moral context: Dr. Totton’s lived experience under de jure segregation helps distinguish his intent from generalized modern access rationales. The Brown reference underscores how broad constitutional principles propagate beyond their initial doctrinal setting—mirroring the court’s understanding of SFFA’s breadth.

2. Iowa UPMIFA/cy pres framework and standards

  • In re Coe Coll., 935 N.W.2d 581 (Iowa 2019): Central to three holdings: (a) § 540A.106 overlaps with cy pres; (b) intent-focused interpretation is especially appropriate for gifts; and (c) extrinsic evidence may be considered when construing donor restrictions—supporting the remand directive to consider the full will and context.
  • Kolb v. City of Storm Lake, 736 N.W.2d 546 (Iowa 2007): Provides Iowa’s practical, fact-specific “impracticable” analysis in cy pres/deviation settings; also supplies the doctrinal distinction between a donor’s “primary purpose” and ancillary conditions (such as location or “mode” of accomplishing the purpose).
  • Mitchellville Cmty. Ctr., Inc. v. Vos (In re Clement Tr.), 679 N.W.2d 31 (Iowa 2004): Used for standing and “special interest” principles in charitable trust enforcement, and for explaining the attorney general’s central role in vindicating the public’s interest in charitable assets.
  • Busch v. Baute (In re Est. of Ditz), 117 N.W.2d 825 (Iowa 1962): Supports the presumption that the attorney general will protect charitable interests—highlighting the tension when the attorney general simultaneously represents the institutional petitioner.
  • Amundson v. Kletzing-McLaughlin Memorial Foundation College, 73 N.W.2d 114 (Iowa 1955), and In re Tr. of Rothrock, 452 N.W.2d 403 (Iowa 1990): Ground Iowa’s historic reluctance to expand standing beyond the administering entity and the attorney general absent a property interest or “special interest.”
  • Simmons v. Parsons Coll., 256 N.W.2d 225 (Iowa 1977): Stands for the rule that cy pres is inapplicable if the donor anticipated failure and made an alternative disposition—relevant to remand because the record contained an instruction to return funds if the University could not comply.
  • Hodge v. Wellman, 179 N.W. 534 (Iowa 1920): Used to reinforce the primary-purpose versus “mode of accomplishing” distinction when determining what may be altered.

3. Participation of amici and limits of the appellate record

  • In re Robert T. Keeler Maint. Fund for the Hanover Country Club at Dartmouth Coll., 306 A.3d 795 (N.H. 2023): Cited as a comparative UPMIFA decision declining to extend charitable-trust standing doctrines to UPMIFA intervention, but noting trial-level allowance of amicus participation.
  • LS Power Midcontinent, LLC v. State, 21 N.W.3d 551 (Iowa 2025), and In re C.Z., 956 N.W.2d 113 (Iowa 2021): Cited for the proposition that Iowa trial-court amicus practice is not “regularized,” but may be permitted in discretion.

B. Legal Reasoning

1. “Impracticable” does real work under Iowa Code § 540A.106(3)

The district court demanded “conclusive” authority that SFFA applied to donor-restricted scholarships. The Supreme Court rejected that gatekeeping approach because the statute is disjunctive: if a restriction becomes “unlawful, impracticable, or impossible,” judicial modification authority is triggered. The court held that, at minimum, post-SFFA legal uncertainty, enforcement activity (e.g., Title VI investigations), and plausible private litigation pathways (e.g., § 1981 suits) make ongoing race-limited administration impracticable for a public university.

2. Consistency with donor purposes is a constraint, not a slogan

Even once impracticability is shown, § 540A.106(3) authorizes only a modification “consistent with the charitable purposes expressed in the gift instrument.” The court treated donor intent as the controlling value and held that swapping “Black students” for “first generation students” was not supported by the record as reflecting Dr. Totton’s purpose. The court emphasized the conceptual distance between remedying/mitigating the legacy of de jure racial exclusion faced by Dr. Totton and a broad, modern socioeconomic or educational-access criterion.

3. Remand guidance: process, evidence, and the breadth of “modify”

The court directed a further search for donor-consistent solutions, grounded in three pillars:

  • Representation of donor intent: UPMIFA contemplates the attorney general as guardian of donor intent, but the attorney general’s representation of the University created practical tension. The court instructed that an advocate for donor intent should be allowed to participate and the district court should consider whether others have standing to intervene.
  • Holistic interpretation: The “gift instrument” includes the entire will, and (per In re Coe Coll. and Restatement principles) relevant extrinsic evidence may be considered to determine donor intent and to assess what donor-consistent modifications would be.
  • Broad remedial options: Drawing from the official UPMIFA commentary and cy pres analogs, “modify” can include releasing the restriction or ordering that funds be paid to another institution—important where the donor’s primary purpose may be bound up with the contested restriction.

4. The concurrence’s caution about dicta and record limits

Justice McDonald (joined by Justice May) agreed only that dismissal was erroneous and that remand was required, but declined to join the additional remand guidance. The concurrence stressed that these forward-looking directions were not necessary to resolve the sole issue on appeal and relied in part on amici materials outside the trial record (with limited opportunity for adversarial testing). Practitioners should expect parties on remand to debate how binding, if at all, the guidance is, and how to develop an evidentiary record consistent with Iowa appellate record rules.

C. Impact

  • Lower threshold to reach UPMIFA modification proceedings: Iowa institutions need not wait for a definitive illegality ruling; a credible showing of impracticability—especially where substantial litigation/enforcement risk exists—can be enough to avoid paralysis and seek court supervision.
  • Donor-intent fidelity constrains “policy substitution”: Institutions cannot use UPMIFA as a vehicle to retool restricted gifts into contemporary institutional priorities without evidentiary support that the donor would have endorsed the substitute criterion.
  • Enhanced attention to conflicts in attorney-general participation: Where the attorney general represents the institutional petitioner, courts may need mechanisms to ensure donor-intent advocacy is meaningfully presented.
  • Broader menu of remedial outcomes: Remand options expressly include releasing restrictions or transferring funds to another institution, signaling that the endpoint of an impracticable restriction is not necessarily an internally redesigned scholarship.
  • Post-SFFA reverberations in state gift law: The decision is an early state high-court example of how SFFA pressures not only admissions policies but also donor-restricted financial aid administered by public universities.

IV. Complex Concepts Simplified

  • UPMIFA (Iowa Code ch. 540A): A statute governing how institutions manage and, when necessary, seek judicial changes to restrictions on donated charitable funds (often endowments).
  • “Unlawful, impracticable, or impossible”: Three independent triggers. “Impracticable” can mean the restriction can technically be followed but doing so is not reasonably workable—e.g., because it creates substantial legal risk or cannot be administered sensibly.
  • Cy pres and deviation: Equitable doctrines allowing courts to alter charitable restrictions when the original plan cannot be carried out, aiming to stay “as near as possible” to donor intent.
  • Strict scrutiny: The highest constitutional test for governmental use of race; it generally requires a compelling interest and narrow tailoring.
  • Title VI and 42 U.S.C. § 1981: Federal laws that, in different ways, can be used to challenge race-based programs in education (Title VI) and contracting-like arrangements (Section 1981).
  • Standing / special interest: Who is allowed to participate as a party. In charitable matters, courts often limit participation to the attorney general and those with a legally distinct, “special” interest.
  • Amicus curiae: A “friend of the court” who is not a party but may offer briefing; trial-level amicus practice in Iowa is discretionary and not standardized.

V. Conclusion

In re Ezra L. Totton Scholarship establishes that under Iowa Code § 540A.106(3), a gift restriction need not be definitively adjudicated unlawful before a court may act; it is enough that post-SFFA developments make compliance impracticable for a public university. At the same time, the decision squarely rejects institution-driven substitutions unsupported by evidence of donor intent, reaffirming that UPMIFA’s remedial power is bounded by fidelity to the donor’s charitable purposes. On remand, Iowa courts are encouraged to ensure donor-intent advocacy is presented, to consider the whole will and relevant extrinsic evidence, and to recognize that “modify” may include releasing restrictions or transferring funds—tools that may prove decisive in the coming wave of post-SFFA scholarship-restriction litigation.