551 F.Supp.3d 273
S.D.N.Y.2021Background
- Plaintiff Alina Flatscher, a Bachelor of Music student at Manhattan School of Music (MSM), paid full tuition/fees for Spring 2020 and graduated after MSM moved to remote instruction due to COVID-19.
- MSM closed campus facilities, shifted classes and performances online, converted its in-person concert-attendance requirement to a digital option, and did not refund tuition or most fees (dispute over a meal-plan refund).
- Plaintiff alleges she was deprived of promised in-person, hands-on instruction, access to practice rooms, performance venues, and recording facilities, and sues on behalf of a putative class.
- Claims: breach of implied contract, unjust enrichment, conversion, and deceptive practices under N.Y. Gen. Bus. Law § 349.
- Defendant moved for judgment on the pleadings; court denied dismissal of implied-contract and unjust-enrichment claims, and dismissed conversion and § 349 claims.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Breach of implied contract | MSM's catalogue, promotional materials, and practices created an implied contract promising facility access and in-person/hands-on instruction tied to tuition. | Tuition only purchases instruction/credit; FRA and policies foreclose a contractual right to in-person experiences. | Survives: plaintiff pleaded sufficiently specific promises (e.g., tuition "provides access" to facilities, 24-hour practice rooms, in-person juries/performances, recording studio) to plausibly allege breach. |
| Unjust enrichment (alternative) | Equitable restitution is proper because MSM retained tuition/fees for services not provided. | The claim is duplicative of the breach claim. | Survives: not duplicative at pleading stage because there is a bona fide dispute over existence/terms of a contract. |
| Conversion (tuition/fees) | MSM exercised wrongful dominion over funds; plaintiff seeks return. | Money is not a specifically identifiable, segregated fund; claim duplicates contract claims. | Dismissed: conversion requires specifically identifiable funds and distinct wrongful act; plaintiff fails both. |
| N.Y. Gen. Bus. Law § 349 (deceptive practices) | MSM made consumer-oriented, materially misleading statements inducing payment. | MSM did not act deceptively; it could not have known representations were false when made. | Dismissed: complaint fails to plead a plausible deceptive practice (no allegation MSM knew or could have known its statements were false). |
Key Cases Cited
- Papelino v. Albany Coll. of Pharmacy of Union Univ., 633 F.3d 81 (2d Cir. 2011) (implied university-student contract formed from bulletins/catalogs)
- Bell Atl. Corp. v. Twombly, 550 U.S. 544 (2007) (plausibility standard for pleading)
- Faber v. Metropolitan Life Ins. Co., 648 F.3d 98 (2d Cir. 2011) (pleading-stage inferences favor non-movant)
- L-7 Designs, Inc. v. Old Navy, LLC, 647 F.3d 419 (2d Cir. 2011) (materials considered on Rule 12(c) motion)
- Clark-Fitzpatrick, Inc. v. Long Island R.R. Co., 70 N.Y.2d 382 (1987) (existence of a written contract ordinarily precludes quasi-contract recovery)
- Eternity Glob. Master Fund Ltd. v. Morgan Guar. Tr. Co. of N.Y., 375 F.3d 168 (2d Cir. 2004) (elements of breach of contract)
- Gally v. Columbia Univ., 22 F. Supp. 2d 199 (S.D.N.Y. 1998) (limits on judicial review of educational methods; educational malpractice doctrine)
- Andre v. Pace Univ., 655 N.Y.S.2d 777 (2d Dep't 1996) (educational malpractice not a cognizable tort)