ZOEY METZNER, DOMINIC GRAVINO, DAVE BRUNEAU, RICHARD HOTTER, individually and on behalf of all others similarly situated v. QUINNIPIAC UNIVERSITY
Case No. 3:20-cv-00784 (KAD)
UNITED STATES DISTRICT COURT DISTRICT OF CONNECTICUT
March 25, 2021
Kari
MEMORANDUM OF DECISION RE: DEFENDANT‘S MOTION TO DISMISS (ECF NO. 35)
Kari A. Dooley, United States District Judge:
Defendant Quinnipiac University (“Quinnipiac” or the “Defendant“) has moved pursuant to
Legal Standards
“Article III, Section 2 of the Constitution limits the jurisdiction of the federal courts to the resolution of ‘cases’ and ‘controversies.‘” Mahon v. Ticor Title Ins. Co., 683 F.3d 59, 62 (2d Cir. 2012) (quotation marks omitted). “This limitation is ‘founded in concern about the proper—and properly limited—role of the courts in a democratic society.‘” Id. (quoting Warth v. Seldin, 422 U.S. 490, 498 (1975)). “The doctrine of standing gives meaning to these constitutional limits by ‘identifying those disputes which are appropriately resolved through the judicial process.‘” Susan B. Anthony List v. Driehaus, 573 U.S. 149, 157 (2014) (quoting Lujan v. Defenders of Wildlife, 504 U.S. 555, 560 (1992)). “Because the standing issue goes to this Court‘s subject matter jurisdiction, it can be raised sua sponte.” Cent. States Se. & Sw. Areas Health & Welfare Fund v. Merck-Medco Managed Care, L.L.C., 433 F.3d 181, 198 (2d Cir. 2005). “To establish Article III standing, a plaintiff must show (1) an ‘injury in fact,’ (2) a sufficient ‘causal connection between the injury and the conduct complained of,’ and (3) a ‘likelihood’ that the injury ‘will be redressed by a favorable decision.‘” Susan B. Anthony List, 573 U.S. at 157–58 (quoting Lujan, 504 U.S. at 560–61). In determining whether a plaintiff has standing to sue, this Court must accept the complaint‘s material allegations as true and construe the allegations in the plaintiff‘s favor. Cortlandt St. Recovery Corp. v. Hellas Telecommunications, S.a.r.l, 790 F.3d 411, 417 (2d Cir. 2015).
On a motion to dismiss under Rule 12(b)(6), the Court must likewise accept the complaint‘s factual allegations as true and must draw inferences in the plaintiff‘s favor. Littlejohn v. City of New York, 795 F.3d 297, 306 (2d Cir. 2015). The complaint “must ‘state a claim to relief that is plausible on its face,‘” setting forth “factual content that allows the court to draw the reasonable inference that the defendant is liable for the misconduct alleged.” Kolbasyuk v. Capital Mgmt. Servs., LP, 918 F.3d 236, 239 (2d Cir. 2019) (quoting Bell Atl. Corp. v. Twombly, 550 U.S. 544, 570 (2007), and Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009)). “The assessment of whether a complaint‘s factual allegations plausibly give rise to an entitlement to relief ‘does not impose a probability requirement at the pleading stage; it simply calls for enough fact to raise a reasonable expectation that discovery will reveal evidence of illegal’ conduct.” Lynch v. City of New York, 952 F.3d 67, 75 (2d Cir. 2020) (quoting Twombly, 550 U.S. at 556). At this stage “the court‘s task is to assess the legal feasibility of the complaint; it is not to assess the weight of the evidence that might be offered on either side.” Id.
Background and Allegations
The Court summarizes the allegations, which are accepted as true for purposes of the instant motion, in substantially similar form as was set forth in the Court‘s memorandum of decision denying Quinnipiac‘s motion to stay discovery. (ECF No. 47.) Quinnipiac is an institution of higher education located in Hamden, Connecticut, which has a current enrollment of approximately 10,290 students across its College
On March 15, 2020, Quinnipiac informed Plaintiffs that beginning on March 18, 2020, classes would be held online for the remainder of the Spring 2020 semester in response to the COVID-19 pandemic. (Id. ¶¶ 4, 61.) The online classes that Quinnipiac ultimately provided were not equivalent to the in-person, on-campus education that Plaintiffs and their children chose and deprived the Plaintiffs and Plaintiffs’ children of many hands-on educational opportunities and experiences. (Id. ¶¶ 67–68.) Quinnipiac has allеgedly refused to reimburse or refund Plaintiffs and others similarly situated for the tuition and fees they have expended for on-campus instruction and for programs, services, activities, facilities, events, and other resources and benefits that were no longer available to Plaintiffs and their children as a result of the transition to remote learning. (E.g., id. ¶¶ 5–6, 16–18.) Plaintiffs allege that while they and their children could have pursued online degrees, they specifically opted for an in-person classroom experience and that Quinnipiac did not previously offer Plaintiffs’ or Plaintiffs’ children‘s degree programs online. (Id. ¶ 15.) Plaintiffs further allege that the transition to online learning rendered it difficult to access and communicate with Quinnipiac‘s professors, many of whom were unprepared to deliver an effective educational experience using remote learning technologies. (Id. ¶¶ 19–20.)
The FAC includes a number of examples of how Quinnipiac allegedly emphasizes in-person interactions and experiences and the unique attraction of its campus and facilities in its effort to recruit prospective students, while neglecting to highlight remote learning opportunities as a core educational feature. (Id. ¶¶ 24–33.) Plaintiffs allege that they specifically contracted for on-campus instruction for the Spring 2020 semester and principally cite Quinnipiac‘s 2019-2020 Official Bulletin (the “Bulletin“) as setting forth the terms of this contract. (Id. ¶¶ 34–35; Ex. C.) Plaintiffs allege that the Bulletin describes many of its in-person offerings in such terms as providing a “hands-on experience,” “campus laboratory experience,” “a supportive learning environment characterized by small classes with access to faculty and well-equipped laboratory facilities,” “state-of-the-art facilities,” and other characteristics that are germane only to on-campus instruction. (Id. ¶ 37.) According to Plaintiffs, Quinnipiac‘s default or customary mode of educational delivery is to provide in-person instruction, and when registering for classes for the Spring 2020 semester, Plaintiffs and their children did not otherwise select the box available on Quinnipiac‘s website which would have enabled them to search and register for “Online Courses Only.” (Id. ¶¶ 41–42.) Plaintiffs further allege that Quinnipiac‘s Spring 2020 courses were listed as being held in specific on-campus locatiоns. (Id. ¶ 33.) Thus, it was “Plaintiffs’ and Class Members’ reasonable expectation when registering for classes for the Spring 2020 semester . . . that those classes would be provided on-campus” and Plaintiffs allege that Quinnipiac became contractually obligated to deliver in-person instruction via the Bulletin‘s express terms in combination with Quinnipiac‘s other publications and promotional materials. (Id. ¶¶ 42, 44.)
While Quinnipiac made the decision in April 2020 to provide students housing and dining credits for the Spring 2020 semester, it has not offered tuition or fee refunds. (Id. ¶¶ 80–81.) Plaintiffs acknowledge that Quinnipiac‘s decision to close its campus and to offer its classes exclusively online in March of 2020 in response to the COVID-19 pandemic was justified but assert that they have suffered significant losses as a result of Quinnipiac‘s refusal to offer a prorated reimbursement of tuition and fees to students who paid for full-time on-campus instruction for the Spring 2020 semester. (Id. ¶¶ 63–67.) Put simply, Plaintiffs allege that “[t]he online classes Plaintiffs and their peers have been provided are not equivalent to the in-person, campus experience that Plaintiffs and other Quinnipiac students chose for their university education.” (Id. ¶ 68.)
Plaintiffs bring claims sounding in breach of contract (Count One); breach of implied contract (Count Two); unjust enrichment in the alternative to the contract claims (Count Three); and conversion (Count IV). Plaintiffs seek to certify a class pursuant to
All people paying Defendant, in whole or in part, personally and/or on behalf of others, for tuition, fees, and/or room board for in-person instruction and use of campus facilities, but who were denied use of and/or access to in-person instruction and/or campus facilities by Defendant for the Spring 2020 academic term or any subsequent term.
(Id. ¶ 83.)
Discussion
The Parent Plaintiffs’ Standing to Sue
As noted previously, Article III standing is comprised of three elements: injury-in-fact, causation, and redressability. See Lujan, 504 U.S. at 560–61. “Under the injury-in-fact requirement, ‘the first and foremost’ element, ‘a plaintiff must show that he or she suffered an invasion of a legally protected interest that is concrete and particularized and actual or imminent, not conjectural or hypothetical.‘” Vullo v. Office of Comptroller of Currency, 378 F. Supp. 3d 271, 282 (S.D.N.Y. 2019) (quoting Spokeo, Inc. v. Robins, 136 S. Ct. 1540, 1547–48 (2016)). As to the second element, “there must be a causal connection between the injury and the conduct complained of—the injury has to be fairly traceable to the challenged action of the defendant, and not the result of the independent action of some third party not before the court.” Rothstein v. UBS AG, 708 F.3d 82, 91 (2d Cir. 2013) (quoting Lujan, 504 U.S. at 560) (alterations, ellipses, and emphasis omitted). “Third, it must be likely, as opposed to merely speculative, that the injury will be redressed by a favorable decision.” Id. (quoting Lujan, 504 U.S. at 561).
In their supplemental brief, the Parent Plaintiffs assert that they have satisfied each of the three requirements of Article III standing. They argue that the loss of tuition payments they remitted to Quinnipiac for their children‘s in-person education constitutes an injury-in-fact, which is fairly traceable to Quinnipiac‘s decision not to issue tuition or fee reimbursements for the Spring 2020 semester. They further assert that their alleged injuries are redressable through a favorable decision finding Quinnipiac liable to them for compensatory damages.
Quinnipiac, on the other hand, argues that the Parent Plaintiffs lack standing because they do not allege any facts that would establish that they themselves were entitled to on-campus instruction or facilities or that they entered into a contract for educational services with Quinnipiac directly. Nor do the Parent Plaintiffs allege that they were an intended third-party beneficiary of the alleged contract between Quinnipiac and their children. As Quinnipiac observes, several courts have dismissed parent-plaintiffs in similar class action lawsuits brought аgainst colleges and universities during the current public health crisis—recognizing that the fact that a parent pays tuition on behalf of his or her child does not confer standing on that parent to sue for breach of an obligation that the college or university owed the child. See, e.g., Espejo v. Cornell Univ., No. 3:20-CV-467 (MAD/ML), 2021 WL 810159, at *2 (N.D.N.Y. Mar. 3, 2021) (“Plaintiffs do not allege that Plaintiff Espejo‘s child is a minor, that he directly contracted with Cornell [University], or that he is an intended third-party beneficiary. . . .Without such allegations, Plaintiff Espejo cannot demonstrate injury-in-fact“); Gociman v. Loyola Univ. of Chicago, No. 20 C 3116, 2021 WL 243573, at *2 (N.D. Ill. Jan. 25, 2021) (similarly finding parents’ allegations insufficient to establish an injury-in-fact where parents alleged that they paid their children‘s tuition and fees but did not enter into a contract with the defendant nor allege that they were the third-party beneficiary of any such contract, and citing, inter alia, Bergeron v. Rochester Inst. of Tech., No. 20-CV-6283 (CJS), 2020 WL 7486682, at *3 (W.D.N.Y. Dec. 18, 2020), and Lindner v. Occidental Coll., No. CV 20-8481-JFW (RAOx), 2020 WL 7350212, at *5 (C.D. Cal. Dec. 11, 2020), for the same proposition).
Quinnipiac also cites other decisions outside of this specific context that likewise recognize that a parent lacks standing to sue an educational institution for an alleged injury to his or her child. See, e.g., Doe v. Univ. of the S., 687 F. Supp. 2d 744, 761 (E.D. Tenn. 2009) (holding, in suit arising from student‘s withdrawal from university following Title IX proceeding, that parents lacked standing to sue university in contract or quasi-contract based on their payment of tuition on behalf of their son, as “[i]t is fairly evident that the ‘payment of tuition does not create a contractual relationship between parents and a college’ when the parents’ child is over the age of majority“) (quoting Apffel v. Huddleston, 50 F. Supp. 2d 1129, 1133 (D. Utah 1999)); McCormick v. Dresdale, No. CIV.A. 09-474 S, 2010 WL 1740853, at *2 (D.R.I. Apr. 28, 2010) (dismissing parents’ breach of contract claims against Brown University in suit involving student‘s withdrawal from university following sexual assault accusation, as “the parents were not third party beneficiaries to any contract
Plaintiffs do not cite any contrary authority and instead argue that these cases are inapplicable and/or rely upon flawed reasoning because they do not consider the distinct contractual nature of the Parent Plaintiffs’ claims, or the fact that the Parent Plaintiffs have suffered an injury-in-fact in the form of the loss of the payments that they remitted to Quinnipiac. They further argue that given these allegations of a cognizable injury, the issue is not one of Article III standing but, rather, “contractual standing,” citing SM Kids, LLC v. Google LLC, 963 F.3d 206 (2d Cir. 2020). There, the Second Circuit held that the district court‘s conclusion that the plaintiff lacked stаnding to enforce a settlement agreement arising from a trademark infringement litigation, which only the holder of the trademark could enforce, erroneously conflated contractual standing with constitutional standing. See id. at 211. “Contractual standing,” the Court of Appeals indicated, “is distinct from Article III standing and does not implicate subject-matter jurisdiction. . . . Although the question of whether Google breached a contract with SM Kids depends on whether SM Kids enjoyed a contractual relationship with Google, the existence of such a relationship is not a prerequisite to a court‘s power to adjudicate a breach-of-contract claim.” Id. Therefore, the Second Circuit explained, while the fact that the plaintiff may not have held a valid assignment of the trademark would defeat its success on the merits, that issue did not have any bearing on the plaintiff‘s ability to establish an injury-in-fact, which was demonstrated by its allegation that it suffered economic losses as a result of the defendant‘s alleged violation of the settlement agreement. See id. at 211–12.
The Court would agree with Plaintiffs that SM Kids might compel the conclusion that the issue here is one of contractual rather than constitutional standing if the Parent Plaintiffs had alleged an injury arising from a breach of the contract specified in the Amended Complaint. However, the Plaintiffs have not plausibly alleged any contract between Quinnipiac and the Parent Plaintiffs. The Plaintiffs only plausibly plead a contract between Quinnipiac and its students, which, as discussed above, does not confer any rights upon the Parent Plaintiffs. Accordingly, SM Kids is inapposite. While the FAC obfuscates any purported distinction between the contractual obligation allegedly owed to the students and that owed to the parents, it is readily apparent from the face of the Amended Complaint, as confirmed by counsel at oral argument, that the Parent Plaintiffs are not alleging that Quinnipiac had a contractual obligation to provide the Parent Plaintiffs themselves in-person educational services, or any other services for that matter. (Cf., e.g., FAC ¶ 14 (alleging that “Plaintiffs paid Defendant for opportunities and services they or their children did not receive, including on-campus education, facilities, services, and activities“); id. ¶ 44 (alleging that “Defendant became contraсtually obligated to provide on-campus classes to Plaintiffs and Class Members“).) Thus, to the extent that the Parent Plaintiffs believe that they have suffered a financial loss by paying for in-person instead of online classes, such loss does not derive from any alleged contract with Quinnipiac but, rather, from a private arrangement between the Parent Plaintiffs and their children. See Salerno v. Fla. S. Coll., 488 F. Supp. 3d 1211, 2020 WL 5583522, at *4 (M.D. Fla. 2020) (observing that mother seeking reimbursement of tuition paid for Spring 2020 semester on behalf of her daughter did not “adequately explain how any action on Florida So[u]thern College‘s part injured
For similar reasons, the Parent Plaintiffs lack standing to bring an unjust enrichment claim against Quinnipiac, as the theory of unjust enrichment is one of a contract implied in law—where “justice requires compensation to be given for property or services rendered under a contract, and no remedy is available by an action on the contract.” Vertex, Inc. v. City of Waterbury, 278 Conn. 557, 573, 898 A.2d 178 (2006) (citation omitted); see also Doe v. Univ. of the S., 687 F. Supp. 2d at 762 (concluding that student‘s parents “have failed to plead facts or cite law which establish they have standing to pursue a contract implied in law or unjust enrichment claim against the University“).
The Court therefore dismisses the Parent-Plaintiffs’ claims as to Count One, Two, and Three for lack of standing.
Whether the Educational Malpractice Doctrine Bars the Plaintiffs’ Claims
In the motion to dismiss, Quinnipiac principally argues that all of the Plaintiffs’ claims are barred by the educational malpractice doctrine. Under this doctrine, “courts have almost universally held that claims of ‘educational malpractice’ are not cognizable.” Gupta v. New Britain Gen. Hosp., 239 Conn. 574, 591, 687 A.2d 111 (1996) (footnote omitted). The doctrine applies “[w]here the essence of the complaint is that an educational institution breached its agreement by failing to provide an effective education, [and] the court is asked to evaluate the course of instruction and called upon to review the soundness of the method of teaching that has been adopted by that educational institution.” Id. at 590 (quoting Ross v. Creighton University, 957 F.2d 410, 416 (7th Cir. 1992)) (alterations and ellipsis omitted). “Among other problems for adjudication, these claims involve the judiciary in the awkward tasks of defining what constitutes a reasonable educational program and of deciding whether that standard has been breached.” Id. at 591. However the Connecticut Supreme Court has recognized two exceptions to this prohibition. The first, which is
Quinnipiac argues that all of Plaintiffs’ claims “hinge on the allegation that the Plaintiffs received an education that was worth less than what they paid because of the transition to online learning,” and are accordingly precluded by the doctrine. (Def.‘s Mem. at 2.) Quinnipiac further observes that “[w]hen the gravamen of the complaint is that the institution failed to provide an
effective or quality education, all of the claims asserted in the complaint are to be construed as educational malpractice claims, no matter what labels or conclusions are used in pleading those claims.” (Id. at 12.) See, e.g., Jacobs v. Ethel Walker Sch. Inc., No. CV020515279S, 2003 WL 22390051, at *4 (Conn. Super. Ct. Sept. 30, 2003) (“[A] plaintiff does not have to use the words ‘educational malpractice’ in order for a cause of action to sound in the tort of educational malpractice“) (citing Vogel v. Maimonides Academy of Western Conn., Inc., 58 Conn. App. 624, 631, 754 A.2d 824 (App. Ct. 2000)). Citing the complaint‘s references to “vastly different” or “less valuable” online classes (FAC ¶¶ 66, 102, 112), Quinnipiac argues that Plaintiffs’ claims will require a factfinder to determine whether the remote teaching and services that Plaintiffs received had substantively less educational value than their in-person countеrparts.
In response, Plaintiffs assert that they are not contesting the manner with which Quinnipiac and its faculty implemented online teaching instruction or asserting that classes should have been taught differently. Instead, Plaintiffs maintain that they challenge Quinnipiac‘s decision to retain tuition and fees for educational services that the institution allegedly promised but never provided. As such, Plaintiffs characterize their claims as commercial as opposed to academic and submit that this case does not implicate the concerns expressed in Gupta regarding improper judicial forays into evaluations of the quality or value of academic instruction, issues on which educational institutions are normally afforded deference. Rather, Plaintiffs argue that this case falls squarely into the second exception recognized in Gupta for claims arising out of an alleged failure to fulfill a specific contractual promise.
On the issue—whether this type of tuition reimbursement suit implicates the educational malpractice doctrine—courts around the country are somewhat divided. The Defendant cites the Court to Paynter v. New York Univ., 66 Misc. 2d 92, 319 N.Y.S.2d 893 (1st Dep‘t 1971), a brief per curiam opinion in whiсh the Appellate Division of the New York Supreme Court reversed an award of a tuition refund to the parent of a son whose classes were suspended at NYU from May 7, 1970 through the remainder of the school year prior to final examinations due to anti-war demonstrations on campus. The court there noted that “while in a strict sense, a student contracts with a college or university for a number of courses to be given during the academic year, the services rendered
In its Notices of Supplemental Authority, Quinnipiac also cites to two recent decisions construing this issue in its favor in the context of the COVID-19 pandemic. In Gociman, 2021 WL 243573, at *1, the plaintiffs brought a putative class action on behalf of individuals who had paid tuition or fees for in-person instruction at Loyola University of Chicago during the Spring 2020 semester, “seek[ing] damages representing the difference in value between in-person classes and access to facilities, and the online education they received.” The district court found that “the theory underlying all of plaintiffs’ claims is that the education plaintiffs received once defendant transitioned to remote instruction in response to the COVID-19 pandemic was ‘worth significantly less than the value of live classes.‘” Id. at *3. Thus the court found that “resolution of Plaintiffs’ claims would require the Court to make judgments about the quality and value of the education defendant provided in the Spring 2020 semester.” Id. (quoting Lindner, 2020 WL 7350212, at *7). In so hоlding the court rejected plaintiffs’ argument that they were “not challenging the quality of their education, but rather alleging that defendant failed to perform the educational service ‘at all‘“—an argument which the court found belied by the FAC‘s “repeated[] claims that the online instruction was ‘worth less’ than the traditional in-person instruction.” Id. Likewise, in Lindner, cited therein, the district court reached the same conclusion. See Lindner, 2020 WL 7350212, at *7 (finding that resolution of plaintiffs’ claims that defendant‘s remote instruction “was not ‘worth the amount charged’ or ‘in any way the equivalent of an in-person education[,]’ that its “Spring 2020 programs were ‘sub-par’ and that online classes lacked ‘collaborative learning and dialogue, feedback, and critique[,]’ . . . would require the Court to make judgments about the quality and value of the education that [the defendant] provided” and were therefore barred by the educational malpractice doctrine) (alterations omitted).
Plaintiffs cite the Court to other cases that have reached the opposite conclusion. For example, in Salerno, 2020 WL 5583522, at *4–5, the district court found that the plaintiff‘s allegations “that the College‘s publications clеarly implied that courses would be conducted in-person” and that its “materials also touted its many resources and facilities—all of which were located on
value of the online instruction that they received “primarily would impact the damages element of Plaintiff[s‘] contract claim, the Court is not persuaded that they form the ‘essence’ of the Complaint, such that Plaintiff‘s claims should be barred entirely at this stage.” Id. at *4 (emphasis added); accord Gupta, 239 Conn. at 590 (noting that the doctrine applies “[w]here the essence of the complaint is that an educational institution breached its agreement by failing to provide an effective education“) (quoting Ross, 957 F.2d at 416); see also Oyoque v. Depaul Univ., No. 20 C 3431, 2021 WL 679231, at *2 (N.D. Ill. Feb. 21, 2021) (“Though portions of the plaintiffs’ allegations can be read as talking about the value of online instruction, at its core the complaint‘s focus is breach of contract—whether DePaul [University] provided the specific services it allegedly promised. To the extent the plaintiffs discuss the difference in value between in-person and online education, that discussion is limited to alleging damages from the defendant‘s alleged breach of contract, not an allegation that any decreased value constitutes the breach of contract“). Indeed, the Connecticut Supreme Court has elsewhere emphasizеd that the distinction between legally cognizable negligence cases and impermissible educational malpractice cases “lies in the duty that is alleged to have been breached.” Doe v. Yale Univ., 252 Conn. 641, 659, 748 A.2d 834 (2000). “If the duty alleged to have been breached is the duty to educate effectively, the claim is not cognizable.” Id. Although decided in the context of the common law of negligence, the Court finds it instructive that the standard articulated by the Connecticut Supreme Court does not focus on the nature of damages as the sine qua non to ascertaining whether a suit is fundamentally one of educational malpractice. Rather, at least implicitly, it looks to the theory of liability alleged, which here, is a breach of contract.
Here, as discussed in many of the cases cited above, the promise alleged to have been breached is not a promise to provide an effective or adequate education but instead to provide an in-person education. The Court therefore disagrees with the Defendant that the fact finder would
However, if in the future it becomes manifest that resolving Plaintiffs’ claims or assessing their damages will ultimately “entail[] evaluation of whether a course conducted remotely was less valuable than one conducted in рerson—and if so, by how much—the Court [will reassess whether it] should decline to enter the classroom and determine whether or not the judgments and conduct of professional educators were deficient.” Hassan, 2021 WL 293255, at *4 (quotation marks and citation omitted).
Whether Plaintiffs Have Adequately Pled the Breach of a Specific Promise
“The elements of a breach of contract claim are the formation of an agreement, performance by one party, breach of the agreement by the other party, and damages.” Meyers v. Livingston, Adler, Pulda, Meiklejohn & Kelly, P.C., 311 Conn. 282, 291, 87 A.3d 534 (2014). Connecticut law recognizes that “‘[t]he basic legal relation between a student and a private university or college is contractual in nature’ and ‘there seems to be no dissent from the proposition that the catalogues, bulletins, circulars, and regulations of the institution determine the contractual relationship between the student and the educational institution.‘” Doe v. Quinnipiac Univ., 404 F. Supp. 3d 643, 667 (D. Conn. 2019) (quoting Burns v. Quinnipiac Univ., 120 Conn. App. 311, 320–21, 991 A.2d 666 (App. Ct. 2010)). “Because a student bases his or her decision to attend a college or university, in significant part, on the documents received concerning core matters, such as faculty, curriculum, requirements, costs, facilities and special programs, application of contract principles based on these documents and other express or implied promises, consistent with the limitations expressed in Gupta . . . appears sound.” Johnson v. Schmitz, 119 F. Supp. 2d 90, 93 (D. Conn. 2000).
Here, Plaintiffs allege the breach of either an express contract or, in the alternative, an implied contract, which the Court construes as an implied in fact contract. “An implied in fact contract is the same as an express contract, except that assent is not expressed in words, but is implied from the conduct of the parties.” Vertex, Inc., 278 Conn. at 573–74.
[A] true implied in fact contract can only exist . . . where there is no express one. It is one which is inferred from the conduct of the parties though not expressed in words. Such a contract arises where a plaintiff, without being requested to do so, renders services under circumstances indicating that he expects to be paid therefor, and the defendant, knowing such circumstances, avails himself of the benefit of those services. In such a case, the law implies from the circumstances, a promise by the defendant
to pay the plaintiff what those services are reasonably worth.
Janusauskas v. Fichman, 264 Conn. 796, 804–05, 826 A.2d 1066 (2003) (quotation marks and citations omitted).4
Quinnipiac principally disputes Plaintiffs’ ability to establish the first element of a breach of contract claim—i.e., the formation of an agreement to provide on-campus instruction. It asserts
that “the promise on which a plaintiff relied must have been precise and based on specific contractual terms or provisions” in order to plead a viable breach of contract claim consistent with the second Gupta exception. (Def.‘s Mem. at 20 (quoting Kloth-Zanard v. Amridge Univ., No. 3:09-CV-606 (JBA), 2012 WL 2397161, at *4 (D. Conn. June 25, 2012)).) Quinnipiac further argues that “general, vague, or aspirational language” such as that evidenced in the Bulletin is insufficient to meet Gupta‘s standard. (Id.) See Faigel v. Fairfield Univ., 75 Conn. App. 37, 41–42, 815 A.2d 140 (App. Ct. 2003) (holding that defendant‘s alleged oral promise that plaintiff “would receive ‘many credits‘” for her prior engineering studies in Russia did not qualify as a “specific contractual promise” under Gupta); see also, e.g., McNeil v. Yale Univ., 436 F. Supp. 3d 489, 532–33 (D. Conn. 2020) (holding that “[t]he general language relied on by Plaintiffs from Yale‘s Equal Opportunity Statement, Undergraduate Regulations and Sexual Misconduct Policies” did not create enforceable promise to provide educational programs and student organizations free of sex discrimination and sexual misconduct, as these promises were insufficiently specific and also implicated the educational malpractice doctrine by requiring the court to assess the reasonableness of Yale‘s efforts at eliminating sexual misconduct and discrimination); Kloth-Zanard, 2012 WL 2397161, at *4 (holding, in breach of contract action premised on institution‘s alleged failure to fulfill its obligations to assist the plaintiff in securing a clinical training program, that representative‘s statements that the university “would ‘assist’ students ‘in making sure you get that part of your training done,’ . . . does not amount to a ‘specific promise’ as to the extent or nature of assistance that would be provided” and reaching same conclusion with respect to the plaintiff‘s allegation that a faculty member told her “that he would help students ‘in any way’ he could . . . to procure a clinical site placement“); accord Knelman v. Middlebury Coll., 898 F. Supp. 2d 697, 709 (D. Vt. 2012), aff‘d, 570 F. App‘x 66 (2d Cir. 2014) (“Language in a college handbook or other official statement that is merely aspirational in nature, or that articulates a general statement of a school‘s ‘ideals,’ ‘goals,’ or ‘mission,’ is not enforceable“) (applying Vermont law).5
these two tuition schemes while attending in-person classes during the first half of the Spring 2020 semester.6 See Rosado v. Barry Univ. Inc., No. 1:20-CV-21813 (JEM), 2020 WL 6438684, at *3 (S.D. Fla. Oct. 30, 2020) (concluding that the plaintiff‘s “allegations that Barry [University] accepted $773 more per credit for in-person classes from [the plaintiff], and actually provided in-person education to [the plaintiff] until March 19, 2020, in the backdrop of numerous other documents referring to in-person classes and amenities, are sufficient to establish, at minimum, an implied contract“) (applying Florida law); see also Bergeron, 2020 WL 7486682, at *7–8 (finding plaintiffs’ allegations of the defendant‘s promise to provide in-person instruction sufficiently specific to withstand motion to dismiss where they “allege a number promises made by [the defendant] with respect to the benefits of enrollment in the more expensive in-person, on-campus program, including: the opportunity to work directly with faculty members in their labs, multi-faceted experiential learning, vibrant campus life, ‘access to the finest laboratories, technology, and computing facilities available on any campus‘, and ‘a strong
includes an on-campus component“) (applying New York law); but see Gociman, 2021 WL 243573, at *4 (rejecting plaintiffs’ argument “that in-person instruction was implied by the difference in tuition for the ‘in-person’ and ‘online-program,‘” as “[a] difference in tuition is insufficient to allege a specific contractual promise” under Illinois law).
In addition, although it is true, as Quinnipiac points out, that the Bulletin distinguishes between “undergraduate and graduate classes” and “online classes” as opposed to “on-campus” and “online classes,” the Bulletin‘s Academic Calendar does provide different dates for when “Undergraduate and graduate on-campus classes end” and “Online classes end.” (See FAC Ex. C at 14–16 of 749.) And even where the Academic Calendar refers simply to “Undergraduate and graduate classes” without the “on-campus” qualification, the very fact of distinguishing between undergraduate/graduate classes and “online classes” can plausibly read as suggesting that the former are held on-site. While discovery may ultimately defeat Plaintiffs’ ability to demonstrate the existence of an express or implied contract based on the Bulletin and other course materials, the Court deems Plaintiffs’ allegations sufficient at this stage to allow the inference of a specific promise to provide in-person instruction, and will accordingly deny the motion to dismiss the breach of contract claims.7
Unjust Enrichment
“A right of recovery under the doctrine of unjust enrichment is essentially equitable, its basis being that in a given situation it is contrary to equity and good conscience for one to retain a benefit which has come to him at the expense of another.” Town of New Hartford v. Connecticut Res. Recovery Auth., 291 Conn. 433, 451, 970 A.2d 592 (2009) (quotation marks and citation
omitted). “Plaintiffs seeking recovery for unjust enrichment must prove (1) that the defendants were benefited, (2) that the defendants unjustly did not pay the plaintiffs for the benefits, and (3) that the failure of payment was to the plaintiffs’ detriment.” Id. at 451–52 (quotation marks and citation omitted).
Quinnipiac argues that Plaintiffs cannot maintain an unjust enrichment claim when they have pled the existence of an enforceable contract. However, the Federal Rules of Civil Procedure specifically contemplate and permit a plaintiff to plead in the alternative. See
Quinnipiac also argues that Plaintiffs have failed to allege Quinnipiac‘s unjust retention of non-gratuitous benefits, citing Roe v. Loyola Univ. New Orleans, No. Civ. 07-1828, 2007 WL 4219174 (E.D. La. Nov. 26, 2007), a case that arose from the closure of Loyola University New Orleans in the aftermath of Hurricane Katrina. Loyola College of Law, where the plaintiff was enrolled, arranged for its students to attend classes at other ABA-accredited law schools during
the fall 2005 semester and to receive full credit from those courses toward their Loyola degrees, provided the students paid their tuition to Loyola. The plaintiff relocated to Dallas, where he attended SMU Law School during the fall of 2005 before returning to New Orleans to finish his degree at Loyola. He later brought a tuition refund suit against Loyola in which he asserted, inter alia, an unjust enrichment claim.9 The district court granted summary judgment to the defendant on the unjust enrichment claim, first holding that the plaintiff failed to demonstrate “an impoverishment of the plaintiff” given that he received full credit for the SMU courses and graduated and sat for the bar exam on time. Id. at *2–3. The Court also noted that “the undisputed facts establish that there is ‘no absence of justification or cause’ for Loyola‘s retention of the tuition for the fall 2005 semester” given that Loyola took the actions it did to prevent its students from falling behind, and that if the plaintiff had enrolled at SMU directly he would have been obligated to pay SMU‘s higher tuition. Id. at 3.
Plaintiffs distinguish Roe by pointing out that the plaintiff there was provided the option to attend another law school given Loyola‘s inability to operate after Hurricane Katrina, whereas Plaintiffs here were not afforded a choice—they were either required to attend classes online or forfeit an entire semester‘s worth of tuition. And unlike the plaintiff in Roe, Plaintiffs are not seeking a “tuition-free” semester. (Pl.‘s Mem. at 23.) Quinnipiac also relies on Roe fоr the proposition that Quinnipiac had no choice but to enact emergency measures in the face of the
retain tuition that it accrued with the expectation of delivering (allegedly higher cost) in-person instruction when it ultimately provided an (allegedly lesser-cost) online education for the latter half of the Spring 2020 semester. In this way Plaintiffs have adequately alleged that Plaintiffs “paid Defendant non-gratuitous benefits for a comprehensive academic experience, including in-person classes, opportunities to network with students and professors in-person, access to campus buildings and dormitories, and to avail themselves of school programs and events.” (FAC ¶ 121.) It can be reasonably inferred from these allegations that Quinnipiac accrued excess funds by moving its courses online, and the question of whether the institution was unjustly enriched by retaining the Plaintiffs’ tuition—which allegedly encompassed the costs of delivering in-person instruction and all of the attendant benefits that flow from it—is a question improper for resolution on a motion to dismiss.
Conversion
“Conversion is an unauthorized assumption and exercise of the right of ownership over property belonging to another, to the exclusion of the owner‘s rights.” Mystic Color Lab, Inc. v. Auctions Worldwide, LLC, 284 Conn. 408, 418, 934 A.2d 227 (2007). “To establish a prima facie case of conversion, the plaintiff[s] [must] demonstrate that (1) the material at issue belonged to the plaintiff[s], (2) that the defendant deprived the plaintiff[s] of that material for an indefinite period of time, (3) that the defendant‘s conduct was unauthorized and (4) that the defendant‘s conduct harmed the plaintiff[s].” Coster v. DuQuette, 119 Conn. App. 827, 832, 990 A.2d 362 (App. Ct. 2010) (quotation marks and citation omitted). “[T]he party alleging conversion . . . must prove a sufficient property interest in the items in question.” Mystic Color Lab, 284 Conn. at 419. “Accordingly, a claim for conversion may be brought when the relationship is one of bailor and bailee but not when it is one of debtor and creditor.” Id. “A bailment... contemplates redelivery of goods entrusted to the bailee, whereas a debtor-creditor relationship contemplates the payment of an obligation defined by аgreement between the parties.” Id. at 420. “Moreover, in order to establish a valid claim of conversion or statutory theft for money owed, a party must show ownership or the right to possess specific, identifiable money, rather than the right to the payment of money generally.” Id. at 421. Thus “[w]hen an action arises from a claim under an express or implied contract, a claim in tort is inappropriate.” Id.
Quinnipiac argues convincingly that Plaintiffs’ claim of entitlement to a tuition refund sounds in breach of contract and thus cannot be enforced via a conversion action. Cf. Aztec Energy Partners, Inc. v. Sensor Switch, Inc., 531 F. Supp. 2d 226, 230 (D. Conn. 2007) (“Clearly, Aztec expected to receive a refund in exchange for returning the products and relinquishing title to them, but that is a claim sounding in breach of contract, not conversion“). As the bailee/bailor vs. debtor/creditor distinction recognized by the Connecticut Supreme Court illustrates, where the dispute arises from the defendant‘s failure to remit or refund payment pursuant to an agreement between the parties as opposed to the defendant‘s failure to return property held in trust for the plaintiff, the tort of conversion is inapposite. For similar reаsons
In short, Plaintiffs may not rely on the same allegations that give rise to their contract claims to bring a claim for conversion.
Conclusion
For the foregoing reasons, the Parent Plaintiffs are dismissed from this suit and the Defendant‘s motion to dismiss is granted as to the conversion claim. The motion is denied in all other respects.
SO ORDERED at Bridgeport, Connecticut, this 25th day of March 2021.
/s/ Kari A. Dooley
KARI A. DOOLEY
UNITED STATES DISTRICT JUDGE