504 F.Supp.3d 1335
S.D. Fla.2020Background
- Plaintiff Raymond Gibson enrolled in Lynn University’s Undergraduate Day Division (higher per-credit cost) and paid Spring 2020 tuition, alleging he contracted for in-person instruction and campus access.
- In March 2020 Lynn closed campus facilities and transitioned courses online due to COVID-19; Gibson claims the in‑person benefits were not provided and seeks prorated refunds for the value difference.
- Plaintiff pleads the contractual terms are drawn from Lynn’s Academic Catalog, University Policies, invoices, and course‑of‑conduct—i.e., an implied‑in‑fact contract for on‑campus instruction.
- Lynn moved to dismiss under Rule 12(b)(6), arguing no contract obligating in‑person instruction, a Force Majeure clause exempting refunds, impossibility/frustration of purpose, ratification by students who continued remotely, and that unjust enrichment fails because an adequate legal remedy exists.
- The Court denied the motion: it found Gibson plausibly pleaded an implied contract and unjust enrichment in the alternative, and held that Force Majeure, impossibility, ratification, and the controlling contract terms are factual issues unsuitable for resolution on a motion to dismiss.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Existence of a contract obligating in‑person instruction | Gibson: enrollment in Undergraduate Day + catalog/policies/invoices imply a contract for on‑campus instruction and access | Lynn: no term requires in‑person education; Financial Responsibility Agreement/Force Majeure govern; policies disclaim binding contract | Court: Gibson plausibly alleged an implied‑in‑fact contract; which documents control is a factual question for discovery |
| Force majeure / impossibility / frustration of purpose | Gibson: operations were not fully suspended (moved online), so the Force Majeure clause should not bar relief | Lynn: pandemic and government orders made performance impossible or excused; clause bars refunds | Court: applicability of Force Majeure and impossibility is fact‑intensive and not resolvable on 12(b)(6) pleadings |
| Ratification by continuing remote attendance | Gibson: continued attendance did not reflect informed approval of the change or waiver of remedies | Lynn: students accepted online instruction and credits, thereby ratifying the change | Court: ratification not established on pleadings; requires developed factual record |
| Unjust enrichment (alternative claim) | Gibson: conferred benefit (tuition); it would be inequitable for Lynn to retain full tuition for services not provided | Lynn: contractual relationship provides adequate remedy, so unjust enrichment cannot proceed | Court: unjust enrichment may be pleaded in the alternative; dismissal premature because an express contract governing the dispute is not conclusively established |
Key Cases Cited
- Bell Atl. Corp. v. Twombly, 550 U.S. 544 (establishes plausibility pleading standard)
- Ashcroft v. Iqbal, 556 U.S. 662 (courts accept well‑pleaded facts but not legal conclusions)
- Beck v. Lazard Freres & Co., LLC, 175 F.3d 913 (elements of breach of contract)
- Sirpal v. Univ. of Miami, [citation="509 F. App'x 924"] (relationship between private university and student is contractual; publications can form contract terms)
- Jallali v. Nova Southeastern Univ., 992 So. 2d 338 (student handbook/catalog can create contractual obligations)
- Marathon Sunsets, Inc. v. Coldiron, 189 So. 3d 235 (doctrine of impossibility/frustration of purpose)
- Douglas v. Yates, 535 F.3d 1316 (affirmative defenses may be resolved on pleadings only if apparent on the face)
- Perlman v. Wells Fargo Bank, N.A., [citation="559 F. App'x 988"] (affirmative defenses are ordinarily not decided at motion to dismiss stage)
- Extraordinary Title Servs., LLC v. Fla. Power & Light Co., 1 So. 3d 400 (elements of unjust enrichment)
- Resnick v. AvMed, Inc., 693 F.3d 1317 (implied‑in‑fact contracts require factual inquiry)