Michel v. Yale Univ.

110 F.4th 551

Jonathan MICHEL, on behalf of himself and all others similarly situated,^* Plaintiff-Appellant, v. YALE UNIVERSITY, Defendant-Appellee.

Docket No. 23-222. August Term, 2023

United States Court of Appeals, Second Circuit

Argued: April 5, 2024

Decided: August 7, 2024

Appeals from the United States District Court for the District of Connecticut (Hall, J.)

Yvette Golan, The Golan Firm PLLC, Washington, DC (John Soumilas, Francis Mailman Soumilas P.C., Philadelphia, PA, on the brief), for Plaintiff-Appellant.

Jonathan M. Freiman (Kim E. Rinehart, Emmett Gilles, Nathan Guevremont, on the brief), Wiggin and Dana LLP, New Haven, CT, for Defendant-Appellee.

Before: Livingston, Chief Judge, Raggi and Robinson, Circuit Judges.

Robinson, Circuit Judge:

Plaintiff-Appellant Jonathan Michel was an undergraduate at Defendant-Appellee Yale University when the COVID-19 pandemic caused Yale, like universities across the country, to transition to exclusively online instruction during the Spring 2020 semester.

In response to that transition, Michel filed this putative class action, which in its current form raises Connecticut law promissory estoppel and unjust enrichment claims. Michel doesn't question Yale's decision to transition to remote-only learning in reaction to the COVID-19 pandemic. But he asserts that it would be inequitable to allow Yale to keep the entirety of his tuition payments when it provided him something (online education) of lower value than the program he paid for and was promised (in-person education).

The United States District Court for the District of Connecticut (Hall, J.) granted Yale's motion for summary judgment, concluding that Michel did not present evidence that taking classes online caused him to suffer a financial detriment—a required element of both promissory estoppel and unjust enrichment claims. See Michel v. Yale University, No. 3:20-CV-01080 (JCH), 2023 WL 1350220, at *5-8 (D. Conn. Jan. 30, 2023). The court accordingly dismissed Michel's suit in a January 31, 2023 judgment.

We agree with the district court that Yale is entitled to summary judgment. But we reach this conclusion for a different reason.¹ We hold that Michel and Yale had a contractual relationship that was governed in relevant part by a "Temporary Suspension Provision" in Yale's Undergraduate Regulations. That provision, which operated as a force majeure clause, allowed Yale to switch to online-only classes during the Spring 2020 semester in response to the global pandemic without issuing tuition refunds. Because Michel's quasi-contract claims arise from matters covered by the parties' implied contract, including the Temporary Suspension Provision, those claims fail under Connecticut law. Accordingly, we AFFIRM the district court's judgment.

BACKGROUND²

Michel began taking class as a Yale undergraduate in Fall 2018. He was a sophomore during the 2019-2020 academic year.

Before his sophomore year started, Yale instructed Michel to review the University's "Undergraduate Regulations"—a document describing Yale College's rules, regulations, and policies. Michel admits that he knew about the Undergraduate Regulations and that they set forth certain requirements. In August 2019, he signed a card acknowledging that "[a]ll students in Yale College are required as a condition of enrollment to comply with the Undergraduate Regulations." Supp. App'x at 301; see also id. at 292 (introduction to Undergraduate Regulations repeating compliance requirement).

The Undergraduate Regulations contain a provision entitled, "Temporary Suspension Provision," which sets forth Yale's obligations and rights in the event of, among other things, "public health or other significant safety or security concerns" that "cause the University temporarily to suspend" its "programs and operations":

Temporary Suspension of University Operations. In the unlikely event that public health or other significant safety or security concerns cause the University temporarily to suspend University programs and operations, the University will make arrangements for appropriate refunds, consistent with the principles enunciated in these Regulations, as may in its judgment be warranted in light of all the circumstances of the suspension and consistent with applicable law and regulations. The decision to suspend programs shall be made at the discretion and judgment of the University.

Id. at 298-99.

On March 10, 2020, Connecticut's governor declared a public health emergency in light of rising COVID-19 cases. That same day, Yale shut down its campus. It stopped providing room and board services, prohibiting students from returning to their dorms. And it canceled all in-person instruction, transitioning to exclusively online classes for the semester's remaining five weeks. Although Yale refunded undergraduates' room and board for the rest of the semester, it did not issue any tuition refunds.

Michel filed this lawsuit in July 2020. He originally alleged breach of contract and unjust enrichment claims based on Yale's failure to refund his Spring 2020 tuition, later amending the complaint to add a claim under the Connecticut Unfair Trade Practices Act. The district court dismissed the complaint for failure to state a claim. See Michel v. Yale University, 547 F. Supp. 3d 179, 194 (D. Conn. 2021). Michel thereafter filed the operative second amended complaint, asserting only quasi-contract claims for unjust enrichment and promissory estoppel.

The district court granted Yale's motion for summary judgment. Citing a deposition statement from Yale's president, see below at 558-59 (quoting statement), the court concluded that there was a genuine dispute of material fact about whether the Temporary Suspension Provision had been triggered. See Michel, 2023 WL 1350220, at *5. Still, it held that Michel hadn't raised a genuine dispute of material fact as to whether he suffered a financial detriment, which is required to recover under Connecticut law governing promissory estoppel and unjust enrichment. See id. at *5-7. Based on that conclusion, the court granted Yale's motion, entered judgment for Yale, and closed the case. Michel timely appealed.

DISCUSSION

We review without deference the district court's grant of summary judgment. Richards v. Direct Energy Services, LLC, 915 F.3d 88, 96-97 (2d Cir. 2019) (internal quotation marks omitted). Summary judgment is proper when there are no genuine disputes of material fact and the movant is entitled to judgment as a matter of law. See Fed. R. Civ. P. 56(a); Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 247-48, 106 S.Ct. 2505, 91 L.Ed.2d 202 (1986).

Applying that standard, we conclude that Yale is entitled to summary judgment on Michel's quasi-contract claims. Michel and Yale had a contractual relationship governed in relevant part by the Temporary Suspension Provision. That provision is an enforceable force majeure clause that allowed Yale to transition to fully remote classes for the rest of the Spring 2020 semester and assigned to Yale sole discretion as to whether to refund any tuition payments. Because the parties' rights and responsibilities with respect to Yale's transition to remote instruction in March 2020 were governed by the Temporary Suspension provision, Michel cannot seek to hold Yale liable on equitable theories based on the same subject matter. For these reasons, Yale is entitled to summary judgment on Michel's equitable claims. We elaborate below.

I. Michel and Yale had a contractual relationship that is governed in relevant part by the Temporary Suspension Provision.

Michel and Yale had a contractual relationship during the Spring 2020 semester, when Michel was a Yale undergraduate. In Connecticut, "[t]he basic legal relation between a student and a private university or college is contractual in nature." Burns v. Quinnipiac University, 120 Conn. App. 311, 320, 991 A.2d 666 (2010) (internal quotation marks omitted).³ "Because a student bases his or her decision to attend a college or university, in significant part, on the documents received concerning core matters," this contractual relationship's scope is defined by "the catalogues, bulletins, circulars, and regulations of the institution." Id. at 321, 991 A.2d 666 (internal quotation marks omitted).

As part of Yale's Undergraduate Regulations, the Temporary Suspension Provision is part of the "regulations of the institution." Id. "Each student in Yale College is required as a condition of enrollment to comply with" it. Supp. App'x at 292 (emphasis added). And Michel himself admits that he knew the Undergraduate Regulations "set rules, regulations, and policies at Yale," App'x at 475, an admission backed up by the card he signed at the start of his sophomore year, Supp. App'x at 301. Thus, as Michel's counsel conceded during oral argument, "it is fair to say that yes, students agreed to the Temporary Suspension Provision." April 5, 2024 Oral Arg. at 3:18-24.

II. The Temporary Suspension Provision is an enforceable force majeure clause.

Moreover, the Temporary Suspension Provision is an enforceable force majeure clause specifically addressing the occasion of a "public health" concern. A force majeure clause is a "contractual provision allocating the risk of loss if performance becomes impossible or impracticable, esp[ecially] as a result of an event or effect that the parties could not have anticipated or controlled." Black's Law Dictionary (12th ed. 2024). The Connecticut Supreme Court has explained that "[t]he basic purpose of force majeure clauses is in general to relieve a party from its contractual duties when its performance has been prevented by a force beyond its control or when the purpose of the contract has been frustrated." AGW Sono Partners, LLC v. Downtown Soho, LLC, 343 Conn. 309, 331 n.21, 273 A.3d 186 (2022) (ellipsis omitted) (quoting Phillips Puerto Rico Core, Inc. v. Tradax Petroleum Ltd., 782 F.2d 314, 319 (2d Cir. 1985)).

Applying analogous...