100 Cal.App.5th 75
Cal. Ct. App.2024Background
- During the COVID-19 pandemic, the University of San Francisco (USF) transitioned from in-person to remote instruction following state and local health mandates.
- Plaintiffs (students) sued USF for breach of contract, quasi-contract, promissory estoppel, and violation of the California Unfair Competition Law, claiming a right to tuition refunds for not receiving in-person instruction.
- The lawsuit was consolidated into a class action, alleging that USF had promised in-person instruction through various written materials and conduct.
- USF moved for summary adjudication, arguing that no explicit or unequivocal promise had been made for uninterrupted, exclusive in-person education under all circumstances.
- The trial court granted summary adjudication for USF on all claims except the UCL claim (which plaintiffs later dismissed), finding no contractual guarantee of in-person instruction, especially during a public health emergency.
- Plaintiffs appealed the decision, challenging the dismissal of their claims.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Contractual right to in-person instruction | USF’s materials and conduct created an express/implied contract for in-person instruction. | No specific, unequivocal promise of in-person instruction, especially under emergency conditions. | No binding promise for exclusive in-person instruction; summary adjudication affirmed. |
| Quasi-contract claim (unjust enrichment) | May recover under quasi-contract if contract is unenforceable or silent on specific terms. | Express contract exists governing the relationship; quasi-contract cannot proceed. | Valid contract existed (without specific in-person term); quasi-contract claim not permitted. |
| Promissory estoppel | Reliance on USF’s statements constituted a promise for in-person learning deserving equitable remedy. | No clear and definite promise for exclusive in-person instruction; actual consideration also bars claim. | No unequivocal promise and payment of tuition is consideration; promissory estoppel denied. |
| In-person instruction for subsequent semesters | USF still owed students in-person instruction for Fall 2020 and Spring 2021 semesters. | Students were notified of remote/hybrid format before paying tuition for those semesters. | No reasonable reliance on expectation of in-person instruction for those semesters. |
Key Cases Cited
- Kashmiri v. Regents of Univ. of California, 156 Cal.App.4th 809 (Cal. Ct. App. 2007) (sets standard for when university publications create enforceable contract terms and distinguishes between specific, unequivocal promises and general expectations)
- Foley v. Interactive Data Corp., 47 Cal.3d 654 (Cal. 1988) (describes general rules regarding implied-in-fact contracts and the covenant of good faith and fair dealing)
- Guz v. Bechtel Nat. Inc., 24 Cal.4th 317 (Cal. 2000) (addresses limits of the implied covenant of good faith and fair dealing in contracts)
- Rutherford Holdings, LLC v. Plaza Del Rey, 223 Cal.App.4th 221 (Cal. Ct. App. 2014) (quasi-contract not available when an express contract covers the subject matter)
- Klein v. Chevron U.S.A., Inc., 202 Cal.App.4th 1342 (Cal. Ct. App. 2012) (plaintiff may not pursue quasi-contract if enforceable contract exists on the same issue)