63 F.4th 186
2d Cir.2023Background
- Spring 2020: NYU suspended in-person classes, closed residence halls, and moved to remote instruction in response to COVID-19; it continued charging full tuition and fees.
- Christina Rynasko (parent/tuition payer) sued NYU seeking partial refund for tuition paid for her adult daughter (Emily) on theories including breach of contract, unjust enrichment, money had and received, and conversion.
- District Court dismissed Rynasko’s complaint for lack of Article III standing and denied leave to amend to add a current student (Casey Hall‑Landers) as futile.
- Second Circuit: affirmed dismissal of Rynasko’s claims (parent lacks standing; conversion fails on the merits) but held adding Hall‑Landers would not be futile.
- The court concluded Hall‑Landers plausibly alleged an implied contract to provide an in‑person student experience and viable unjust enrichment / money‑had‑and‑received claims at the pleading stage, while recognizing NYU may raise defenses (e.g., impossibility/practicability).
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Standing: parent’s ability to sue for breach of contract, unjust enrichment, money had and received | Rynasko paid tuition and suffered monetary loss when NYU provided virtual services; she seeks restitution | NYU: contract was between university and adult student; parent is not a party or intended beneficiary and has no legally protected interest | Parent lacks Article III standing for contract, unjust enrichment, and money‑had‑and‑received claims; dismissal affirmed |
| Conversion claim by parent | Tuition payments were NYU’s property and NYU wrongfully retained specific funds | NYU: no segregation of parent’s funds; claim is essentially a contract claim | Conversion claim fails on the merits (no identifiable segregated funds; conversion cannot rest on mere contract breach) |
| Futility of amendment to add student plaintiff (Hall‑Landers) | Proposed student alleges concrete, particularized harms from loss of in‑person services (dance major, lost studio access, out‑of‑pocket costs) supporting implied contract and quasi‑contract claims | NYU: disclaimer in bulletins reserves right to change offerings; no specific promise of in‑person instruction; amendment would be futile | Amendment to add Hall‑Landers not futile; student states plausible claims for implied breach of contract, unjust enrichment, and money had and received; remand for further proceedings |
| Implied contract / disclaimer issue | Plaintiffs: NYU’s catalogs, marketing, course designations, historic practice and specific harms support inference of an implied promise of in‑person experience | NYU: bulletin disclaimer reserving right to change course offerings defeats implied promise; pandemic response reasonable and may be defense (impossibility) | Court: disclaimer is a contextual evidence point but does not foreclose implied contract at pleading stage; potential defenses (e.g., impossibility) reserved for later litigation |
Key Cases Cited
- Lujan v. Defenders of Wildlife, 504 U.S. 555 (standing elements)
- Spokeo, Inc. v. Robins, 578 U.S. 330 (injury‑in‑fact must be concrete and particularized)
- TransUnion LLC v. Ramirez, 141 S. Ct. 2190 (analyzing historical analogues for concrete harms)
- John v. Whole Foods Market Group, Inc., 858 F.3d 732 (2d Cir.) (monetary overpayment as concrete injury supports standing)
- IDT Corp. v. Morgan Stanley Dean Witter & Co., 12 N.Y.3d 132 (unjust enrichment barred where valid contract governs subject matter)
- Clark‑Fitzpatrick, Inc. v. Long Is. R.R. Co., 70 N.Y.2d 382 (restitutionary claims precluded by contract covering same subject)
- Colavito v. New York Organ Donor Network, Inc., 8 N.Y.3d 43 (conversion requires specific funds/ownership; conversion cannot rest on mere contract breach)
- Employers’ Fire Ins. Co. v. Cotten, 245 N.Y. 102 (conversion of money requires identification of specific funds)