Rogalski v. Laureate Educ.

1

CHRISTOPHER A. ROGALSKI, Appellant v. LAUREATE EDUCATION, INC.; LAUREATE ONLINE EDUCATION BV; and THE UNIVERSITY OF LIVERPOOL

No. 22-3004

United States Court of Appeals, Third Circuit

April 11, 2023

NOT PRECEDENTIAL

Submitted Pursuant to Third Circuit LAR 34.1(a) April 6, 2023

On Appeal from the United States District Court for the District of New Jersey (D.N.J. Civ. No. 1:20-cv-11747) District Judge Honorable Joseph H. Rodriguez

Before: KRAUSE, PHIPPS, and SCIRICA, Circuit Judges

OPINION ^[*]

PER CURIAM

Pro se appellant Christopher Rogalski appeals the District Court's decision granting a motion to dismiss his complaint under Federal Rule of Civil Procedure 12(b)(6). Because dismissal was the right result, we will affirm.

I. Background

In 2009, Rogalski responded to an ad for the University of Liverpool's (the University's) online program for an LL.M. degree in "International Business Law" (the program). He was immediately contacted by Laureate Online Education BV (LOE)-the University's "e-learning partner"-which supplied Rogalski with a "Student Agreement," terms for tuition financing, and a credit-card authorization form.

Rogalski accepted the terms via email and completed the program. But a payment dispute kept him from receiving a degree; LOE demanded $6,160.32 "in order to graduate as scheduled in July 2012." The next year, LOE's Board of Examiners lowered the dissertation grade assessed by Rogalski's instructors, enough so that he was ineligible to graduate "with distinction." Rogalski's appeal of that decision-which challenged not only the grade but also financial matters-concluded on February 19, 2014.^[1]

In June 2020, Rogalski filed suit in New Jersey state court against the University, LOE, and "Laureate Education, Inc." (LEI). His five-count complaint raised contract and fraud claims under state law. Among other remedies, Rogalski requested damages "in excess of $300,000" and that he be awarded his LL.M. degree "with distinction."

LEI removed the case under 28 U.S.C. § 1441(a), invoking the District Court's diversity jurisdiction under 28 U.S.C. § 1332(a). Soon after, LEI filed a Rule 12(b)(6) motion, attaching the Student Agreement as well as a document titled "Annex A General Term and Conditions" (the Code). The Code contained a forum selection clause (FSC) requiring that "any dispute arising from the Student Agreement or from this Code" be resolved in the Netherlands. Citing the FSC, LEI argued that Rogalski must litigate abroad. It argued in the alternative that Rogalski's claims were time-barred.

Rogalski did not opt to amend his pleading, as of right, in response. Instead, he argued in opposition to LEI's motion that he did not sign the Student Agreement and had never been presented with the Code, and that the FSC was otherwise unenforceable under New Jersey law. Rogalski also raised laches and estoppel arguments, among others. With respect to LEI's statute-of-limitations argument, Rogalski argued that he was entitled to later claim-accrual dates and to equitable tolling under New Jersey law.

The District Court agreed with LEI's position that the FSC is enforceable and that Rogalski was required to pursue his claims in the Netherlands. Based on that ruling, the District Court had no need to reach LEI's statute-of-limitations argument. The District Court granted LEI's motion by order entered September 30, 2022. This appeal followed.

II. Appellate Jurisdiction

Although the litigants say we have appellate jurisdiction, we cannot rest on their accord. See Collinsgru v. Palmyra Bd. of Educ., 161 F.3d 225, 229 (3d Cir. 1998) ("Despite the agreement of both parties, we have an independent obligation to examine our jurisdiction to hear this appeal."), abrogated on other grounds by Winkelman ex rel. Winkelman v. Parma City Sch. Dist., 550 U.S. 516 (2007). To review the District Court's order at this time, it must be "final" under 28 U.S.C. § 1291. For purposes of § 1291, "[a] final decision ends the litigation on the merits and leaves nothing for the court to do but execute the judgment." Crystallex Int'l Corp. v. Bolivarian Republic of Venezuela, 24 F.4th 242, 249 (3d Cir. 2022) (citation omitted). The District Court here granted LEI's motion to dismiss and did not address the status of the other named defendants, perhaps suggesting there was more of the case to litigate.

Federal Rule of Civil Procedure 54(b) speaks to the finality question in multidefendant actions. And it provides that a decision which adjudicates "fewer than all the claims or the rights and liabilities of fewer than all the parties" does "not end the action as to any of the claims or parties" (unless the district court expressly says so). Fed.R.Civ.P. 54(b). That said, LOE and the University were never served. This fact matters because "a named defendant who has not been served is not a 'party' within the meaning of Rule 54(b)." Gomez v. Gov't of V.I., 882 F.2d 733, 736 (3d Cir. 1989).^[2] Per Gomez, then, the District Court's September 30, 2022 order was "final" as to all parties in the case, and we may exercise appellate jurisdiction under § 1291.

III. Standard and Scope of Review

Our standard of review is de novo. See Newark Cab Ass'n v. City of Newark, 901 F.3d 146, 151 (3d Cir. 2018). "When reviewing a district court's order on a Rule 12(b)(6) motion, we accept the factual allegations in the complaint as true, draw all reasonable inferences in favor of the plaintiff, and assess whether the complaint and the exhibits attached to it 'contain enough facts to state a claim to relief that is plausible on its face.'" Watters v. Bd. of Sch. Dirs. of Scranton, 975 F.3d 406, 412 (3d Cir. 2020) (citation omitted).^[3] In adjudicating motions to dismiss under Rule 12(b)(6), courts are permitted to consider "undisputedly authentic documents if the complainant's claims are based upon these documents." Mayer v. Belichick, 605 F.3d 223, 230 (3d Cir. 2010).

Accordingly, the background of this case, as we have described it above and elsewhere, has tracked Rogalski's plausibly pleaded factual allegations and the public record of the proceedings. Quotations were pulled from the complaint and its exhibits. See Fed.R.Civ.P. 10(c).

Additional quoted material is from the Code, which requires a brief explanation. Rogalski has at all times disputed that the nineteen-page Code produced by LEI and the one-page Student Agreement attached to the complaint are parts of a whole. We need not and do not decide whether the District Court could properly consider the Code, in the absence of a certification by LEI's counsel or some other authentication mechanism; as revealed below, we resolve the appeal on grounds that do not implicate the Code. And, to be clear, we have quoted the Code solely for the purpose of detailing procedural history.

IV. Discussion

The District Court granted LEI's Rule 12(b)(6) motion, insofar as the motion relied on the FSC, after concluding under New Jersey law that Rogalski had through his communications and conduct assented to the terms of the Student Agreement and the Code. Whether LEI was even entitled to avail itself of the relevant contractual terms is an interesting but avoidable question.^[4] We determine instead that LEI's statute-of-limitations argument in the District Court, which it maintains on appeal, see LEI Br. at 20-30, is sound and on its own required dismissal of Rogalski's complaint.

Courts may grant a Rule 12(b)(6) motion based on a statute-of-limitations defense when the untimeliness of the plaintiff's claim(s) is apparent on the face of the complaint. See Schmidt v. Skolas, 770 F.3d 241, 249 (3d Cir. 2014); Robinson v. Johnson, 313 F.3d 128, 135 (3d Cir. 2002). LEI argues based on the pleaded chronology that Rogalski's claims are time-barred under N.J.S.A. § 2A:14-1(a)-New Jersey's six-year statute of limitations for contract- and fraud-based claims. See Stephens v. Clash, 796 F.3d 281, 289 (3d Cir. 2015) ("[A] federal court must apply the substantive laws of its forum state in diversity actions, and these include state statutes of limitations.").^[5] We agree.

In his complaint, Rogalski alleged that: LOE failed to credit several monthly tuition payments made between "July 2009" and "February 2012"; LOE added surprise surcharges for credit card payments "[s]tarting in August 2009"; LOE improperly increased the monthly tuition-payment amount "[o]n June 2, 2010" and again the following year; "[o]n March 30, 2012," LOE conditioned Rogalski's graduation on his payment of accelerated tuition; "[o]n February 12, 2013, LOE charged a $500 extension fee" based on its own failure to timely process Rogalski's dissertation grade; the grade was improperly lowered by LOE's Board of Examiners in May 2013; and Rogalski disputed the grading irregularities as well as the financial issues during his appeal process, which concluded on February 19, 2014. Appendix Volume II at 3-8. Those allegations-accepted as true- confirm that the underlying events and injuries occurred, and were understood by Rogalski, more than six years before he filed suit in June 2020. Cf. The Palisades At Fort Lee Condo. Ass'n, Inc. v. 100 Old Palisade, LLC, 169 A.3d 473, 483 (N.J. 2017) ("The trigger point for the start of a cause of action under an accrual statute is when 'the facts presented would alert a reasonable person, exercising ordinary diligence, that he or she was injured due to the fault of another.'") (citation omitted)).

We recognize that the complaint also contains an allegation regarding a "June 3, 2014" communication from a professor at the University informing Rogalski that he would be eligible to graduate "in July 2014." Appendix Volume II at 8. Rogalski relied on that allegation to argue in the District Court that...