Opinion
20-CV-1951 (WFK)(RML)
2021-07-15
Erik SHAK on behalf of himself and all others similarly situated, Plaintiff, v. ADELPHI UNIVERSITY, Defendant.
Sarah Westcot, Pro Hac Vice, Bursor & Fisher P.A., Miami, FL, Joseph Ignatius Marchese, Bursor & Fisher, P.A., New York, NY, for Plaintiff. Hayley Brooke Dryer, James G. Ryan, Cullen and Dykman LLP, Garden City, NY, for Defendant.
Sarah Westcot, Pro Hac Vice, Bursor & Fisher P.A., Miami, FL, Joseph Ignatius Marchese, Bursor & Fisher, P.A., New York, NY, for Plaintiff.
Hayley Brooke Dryer, James G. Ryan, Cullen and Dykman LLP, Garden City, NY, for Defendant.
DECISION & ORDER
WILLIAM F. KUNTZ, II, United States District Judge: Erik Shak ("Plaintiff"), an undergraduate student at Adelphi University ("Adelphi" or "Defendant") during the Spring 2020 semester, filed a class action complaint (the "Complaint"), seeking a refund of tuition and fees in connection with Adelphi's suspension of in-person instruction in light of the COVID-19 pandemic. Plaintiff requests relief based on four grounds: (1) breach of contract; (2) unjust enrichment; (3) conversion; and (4) money had and received. Adelphi moved to dismiss the Complaint. ECF No. 18. For the reasons set forth below, Adelphi's motion is GRANTED in part and DENIED in part. Plaintiff may pursue his claim for breach of contract solely as to fees. All other claims are hereby DISMISSED.
BACKGROUND
Adelphi University ("Adelphi" or "Defendant") is a private university with more than 8,000 students enrolled in both undergraduate and graduate programs. See Amended Complaint, ("Compl."), ECF No. 12 at ¶ 2. Erik Shak ("Plaintiff") was an undergraduate student at Adelphi during the Spring 2020 semester. Id. ¶ 3. Adelphi's Spring 2020 semester commenced on January 23, 2020. Id. at ¶ 8. On March 10, 2020, Adelphi ended in-person classes in response to the coronavirus pandemic. Id. ¶¶ 9, 11. Plaintiff, along with other Adelphi students, continued the Spring 2020 semester entirely online. Id. ¶ 11.
Plaintiff now alleges Adelphi unlawfully retained tuition and fees in violation of its promise to provide in-person instruction and services. Plaintiff files this class action lawsuit "on behalf of all people who paid tuition and fees for the Spring 2020 academic semester at the Adelphi University, and who, because of Adelphi's response to the [coronavirus] pandemic, lost the benefit of the education for which they paid, and/or the educational and related services and facilities for which they paid, without having their tuition and fees refunded to them." Compl. ¶¶ 1, 42. Plaintiff asserts four counts against Adelphi: (1) breach of contract; (2) unjust enrichment; (3) conversion; and (4) money had and received. The basis of all four claims is that the Adelphi has allegedly not "delivered the educational services ... that Plaintiff and the putative class contracted and paid for." Id. ¶ 35. For the reasons that follow, Defendant's motion to dismiss is GRANTED in part and DENIED in part.
LEGAL STANDARD
To survive a motion to dismiss for failure to state a claim for which relief can be granted under Rule 12(b)(6), "a complaint must contain sufficient factual matter, accepted as true, to ‘state a claim to relief that is plausible on its face.’ " Ashcroft v. Iqbal , 556 U.S. 662, 678, 129 S.Ct. 1937, 173 L.Ed.2d 868 (2009) (quoting Bell Atl. Corp. v. Twombly , 550 U.S. 544, 570, 127 S.Ct. 1955, 167 L.Ed.2d 929 (2007) ). "A claim has facial plausibility when the plaintiff pleads factual content that allows the court to draw the reasonable inference that the defendant is liable for the misconduct alleged." Id. ; see also Cox v. Spirit Airlines , 786 Fed. App'x. 283, 284–85 (2d Cir. Sept. 10, 2019) (summary order). A complaint must be dismissed where, as a matter of law, "the allegations in [the] complaint, however true, could not raise a claim of entitlement to relief." Twombly , 550 U.S. at 558, 127 S.Ct. 1955. In considering a motion to dismiss, the Court must accept all of the non-movant's factual allegations as true and draw all reasonable inferences in the non-movant's favor. Id. at 555, 127 S.Ct. 1955 ; see also Chambers v. Time Warner, Inc. , 282 F.3d 147, 152 (2d Cir. 2002). However, the Court is "not bound to accept as true a legal conclusion couched as a factual allegation." Iqbal , 556 U.S. at 678, 129 S.Ct. 1937 (internal quotation marks omitted). But a complaint should be dismissed only where it seems beyond doubt the plaintiff "can prove no set of facts in support of his claim which would entitle him to relief." Jacobs v. Ramirez , 400 F.3d 105, 106 (2d Cir. 2005) (internal citations omitted).
DISCUSSION
I. The Educational Malpractice Doctrine
Adelphi first argues Plaintiff's suit is barred because New York law prohibits claims of "educational malpractice." Def.’s Mem. of Law in Support of Motion to Dismiss ("Def. Mem."), ECF No. 18-6 at 8–10. The doctrine of educational malpractice bars claims "that the school breached its agreement by failing to provide an effective education," on the theory that "courts are an inappropriate forum to test the efficacy of educational programs and pedagogical methods." Paladino v. Adelphi Univ. , 89 A.D.2d 85, 89–90, 454 N.Y.S.2d 868 (2d Dep't 1982). Most courts considering coronavirus tuition refund suits have found that such suits do not implicate the educational malpractice doctrine. Michel v. Yale University , 20-CV-01080, 2021 WL 2827358, at *5 (D. Conn. July 7, 2021) (Hall, J.) ("[Plaintiff's] claims do not implicate the educational malpractice doctrine. [Plaintiff] has not, as Yale argues, challenged the adequacy of the online instruction he received."); Hassan v. Fordham Univ. , 20-CV-3265, ––– F.Supp.3d ––––, ––––, 2021 WL 293255, at *3 (S.D.N.Y. Jan. 28, 2021), amended in part , 20-CV-3265, 2021 WL 1263136 (S.D.N.Y. Apr. 6, 2021) (Wood, J.) ("The Court holds that Plaintiff's claims are not barred by the educational malpractice doctrine, because they are sufficiently grounded in whether an alleged promise for educational services was made and breached."); In re Columbia Tuition Refund Action , 20-CV-3208, ––– F.Supp.3d ––––, –––– & n.5, 2021 WL 790638, at *6 & n.5 (S.D.N.Y. Feb. 26, 2021) (Furman, J.) ("The Court therefore joins the majority of district courts around the country that have declined to hold, at least on a motion to dismiss (or judgment on the pleadings), that claims arising from universities’ adoption of online instruction in response to the COVID-19 pandemic are barred under the educational malpractice doctrine."). The Court agrees with the weight of authority on this question and, at this stage of the case, concludes that Plaintiff's claims do not implicate the educational malpractice doctrine.
The core of Plaintiff's claims is not that his online education was subpar, but rather that he contracted for a different form of instruction than he received. "To the extent Plaintiff seeks to enforce specific promises made by [Adelphi], those claims ‘are based on provisions of universities’ publications that courts are well-equipped to interpret according to established contractual interpretation principles.’ " Hewitt et al. v. Pratt Institute , 20-CV-2007, 2021 WL 2779286, at *2 (E.D.N.Y. July 2, 2021) (Korman, J.) (citing In re Columbia Tuition Refund , ––– F.Supp.3d at ––––, 2021 WL 790638, at *7.). Accordingly, Plaintiff's claims are not barred by the educational malpractice doctrine.
II. Breach of Contract
Defendant next moves to dismiss Plaintiff's breach of contract claim. Under New York law, it is well established that the relationship between an institution of higher education and its students is "contractual in nature." Prusack v. State , 117 A.D.2d 729, 498 N.Y.S.2d 455, 456 (2d Dep't 1986) ; see also Papelino v. Albany Coll. of Pharmacy of Union Univ. , 633 F.3d 81, 93 (2d Cir. 2011). An implied contract "is formed when a university accepts a student for enrollment[.]" Id. That implied contract tasks a student with complying with the university's terms and completing its required courses. Id. In return the student is awarded a degree. Id. Implicit in that contract is a requirement that the university "act in good faith in its dealing with its students." Id. (citing Olsson v. Bd. of Higher Educ. , 49 N.Y.2d 408, 426 N.Y.S.2d 248, 402 N.E.2d 1150 (1980) ).
However, "[t]he application of contract principles to the student-university relationship does not provide judicial recourse for every disgruntled student." Faiaz v. Colgate Univ. , 64 F. Supp. 3d 336, 359 (N.D.N.Y. 2014) (Baxter, Mag.). Instead, "only specific promises ... in a school's bulletins, circulars[,] and handbooks, which are material to the student's relationship with the school," are enforceable. Keefe v. N.Y. Law School , 71 A.D.3d 569, 897 N.Y.S.2d 94, 95 (1st Dep't 2010). In other words, "[g]eneral policy statements and broad and unspecified procedures and guidelines will not suffice." Doe v. Syracuse Univ. , 440 F. Supp. 3d 158, 175 (N.D.N.Y. 2020) (Sannes, J.) (internal citations and quotation marks omitted); see also Ford v. Rensselaer Polytechnic Inst. , 507 F.Supp.3d 406, 413 (N.D.N.Y. 2020) (Hurd, J.).
Additionally, "to state a valid claim for a breach of contract" against a university, a student "must state when and how the defendant breached the specific contractual promise." Radin v. Albert Einstein Coll. of Med. of Yeshiva Univ. , 04-CV-704, 2005 WL 1214281, at *10 (S.D.N.Y. May 20, 2005) (Patterson, J.). "The interpretation of a university's catalogue, like the interpretation of any contract, is a matter of law for the Court." Deen v. New Sch. Univ. , 05-CV-7174, 2007 WL 1032295, at *2 (S.D.N.Y. Mar. 27, 2007) (Wood, J.) (citing Alexander & Alexander Servs., Inc. v. These Certain Underwriters at Lloyd's, London , 136 F.3d 82, 86 (2d Cir. 1998) ). In this case, Plaintiff claims Adelphi breached an implied contract as to both tuition and fees.
A. Tuition
Plaintiff attempts to tie his claims for relief primarily to Adelphi's Spring Semester 2020 Course Catalogue. The catalogue identified courses offered, instructors, and the times and locations of classes. With respect to location, the catalogue allowed students to search course offerings, which included information identifying the campus, building, and room where each course was to take place. The catalogue also had a search filter for the "Mode of Instruction" including "Traditional – In-Person Mode of Instruction," "Online – Online Mode of Instruction," and "Blended – 30-79% Content Online." Compl. ¶ 5. Plaintiff alleges that before the semester began, he consulted the catalogue and understood that each course for which he enrolled would be taught in person. Id. ¶ 19. This belief was based on the catalogue's identification of an on-campus location for each class. Id. Plaintiff also alleges "[o]ther publications from Adelphi reference the in-person nature of the Spring 2020 course offerings, including University Policies and course specific syllabi," id. ¶ 7, and that Adelphi markets an "on-campus experience as a benefit of enrollment on their website," id. ¶ 38.
Defendant contests that Plaintiff was registered for only in-person classes for the Spring 2020 semester. To support this claim, Defendant attaches a screenshot of Plaintiff's schedule which shows he is registered for one online only class and four in person classes. See Exhibit C to the Ryan Affirmation, ECF No. 18-4. In considering this motion to dismiss, the Court will accept all of Plaintiff's factual allegations as true, as it is required to do. Nevertheless, whether Plaintiff registered for one remote class for Spring 2020 is immaterial.
However, none of these statements constitute a specific promise on Adelphi's part to provide "certain specified services." Baldridge v. State , 293 A.D.2d 941, 943, 740 N.Y.S.2d 723 (3d Dep't 2002) (quoting Paladino , 89 A.D.2d at 92, 454 N.Y.S.2d 868 ). The course catalogue contains informational guidance regarding, for example, a course's instructor, location, and schedule, but there are no express statements promising that these aspects of a course were not subject to change. Nor has Plaintiff identified any statement in which Adelphi "relinquished its authority" to alter the modality of its course instruction. Gertler v. Goodgold , 107 A.D.2d 481, 485, 487 N.Y.S.2d 565 (1985) ; see also Paynter v. New York Univ. , 66 Misc.2d 92, 319 N.Y.S.2d 893, 894 (1st Dep't 1971) (reversing tuition refund when classes were suspended due to student demonstrations, because the "circumstances of the [university-student] relationship permit the implication that the professor or the college may make minor changes" to the services rendered by the university). "The allegation that [Adelphi] made a promise to provide in-person educational services, based on its course descriptions, is not comparably specific to a promise to provide a certain number of instructional hours or facilities of a certain caliber." Hassan v. Fordham Univ. , 20-CV-3265, ––– F.Supp.3d ––––, ––––, 2021 WL 293255, at *5–6 (S.D.N.Y. Jan. 28, 2021) (Wood, J.), amended in part , 20-CV-3265, 2021 WL 1263136 (S.D.N.Y. Apr. 6, 2021) (Wood, J.) (citing Ansari v. New York Univ. , 96-CV-5280, 1997 WL 257473, at *2 (S.D.N.Y. May 16, 1997) (Mukasey, J.)).
Plaintiff's additional claims that "[o]ther publications from Adelphi reference the in-person nature of the Spring 2020 course offerings, including University Policies and course specific syllabi," id. ¶ 7, and that Adelphi markets an "on-campus experience as a benefit of enrollment on their website," id. ¶ 38, are similarly too vague to support a breach of contract action. In these statements, Adelphi does not relinquish their inherent authority to modify the form of classroom instruction, nor does Adelphi specifically promise a certain number of on-campus instructional hours.
In sum, Plaintiff has failed to demonstrate that Adelphi breached a "specific" promise to provide in-person instruction and he is therefore unable to recoup tuition for the period of remote instruction. Keefe v. N.Y. Law School , 897 N.Y.S.2d at 95.
B. Fees
While Plaintiff has not adequately alleged a claim for breach of contract as to in-person instruction, Plaintiff's pleadings are sufficient with respect to the fees he paid, in part for in-person services. Plaintiff alleges Adelphi charged students "a University Fee, which is supposed to cover the use of all academic and recreational facilities and services including recreation and sports, health services, security services, and shuttle/transportation services." Compl. ¶ 18. Plaintiff further alleges Adelphi charged a "Student Activity Fee, Library Resources Fee, and Technology Fee" and that once the campus was closed "[n]one of these on-campus services and facilities were available to [Plaintiff]." Id. Plaintiff further alleges that "students enrolled in online learning programs are charged reduced fees as compared to students in on-campus learning programs" supporting the claim that a portion of the fees paid by Plaintiff and those similarly situated for Spring 2020 were intended to be for in-person facilities and services, which students no longer had access to once the campus closed.
In contrast to Plaintiff's tuition related allegations, Plaintiff alleges specific facts—namely the lower fees for online learning students—demonstrating that at least a portion of the fees Adelphi charged Plaintiff for the Spring 2020 semester were for in-person services. As other courts in this Circuit have found, "those allegations suffice to state a claim for breach of contract when the school no longer provided those services come March 2020." Hewitt , 2021 WL 2779286, at *4 (colleting cases).
III. Unjust Enrichment
Defendant next moves to dismiss Plaintiff's unjust enrichment claim. Plaintiff's unjust enrichment claim alleges that Adelphi impermissibly enriched itself by retaining tuition and fees despite the operational changes necessitated by the pandemic. Proving an unjust enrichment claim under New York law requires a plaintiff to show: "(1) that the defendant benefitted; (2) at the plaintiff's expense; and (3) that equity and good conscience require restitution." Beth Israel Med. Ctr. v. Horizon Blue Cross & Blue Shield of N.J., Inc. , 448 F.3d 573, 586 (2d Cir. 2006) (internal citations and quotation marks omitted).
Unjust enrichment is a quasi-contractual theory of recovery that exists in the absence of an affirmative agreement. Id. at 586–87 (citing Goldman v. Metro. Life Ins. Co. , 5 N.Y.3d 561, 807 N.Y.S.2d 583, 841 N.E.2d 742 (2005) ). An unjust enrichment claim is "not available where it simply duplicates, or replaces, a conventional contract or tort claim." Goldemberg v. Johnson & Johnson Consumer Cos., Inc. , 8 F. Supp. 3d 467, 483 (S.D.N.Y. 2014) (quoting Corsello v. Verizon N.Y., Inc. , 18 N.Y.3d 777, 944 N.Y.S.2d 732, 967 N.E.2d 1177, 1185 (2012) ). However, if the subject-matter of an unjust enrichment claim "is not covered by a valid, enforceable contractual obligation," that claim is not duplicative and need not be dismissed based solely on the existence of a breach of contract claim. Ford v. Rensselaer Polytechnic Inst. , 507 F.Supp.3d at 419 (citing Spirit Locker, Inc. v. EVO Direct, LLC , 696 F. Supp. 2d 296, 305 (E.D.N.Y. 2010) (Gleeson, J.)).
In light of these standards, Plaintiff's unjust enrichment claim is easily dismissed, as the claims rest on the same factual allegations as his contract claims. Plaintiff argues that he may plead unjust enrichment in the alternative at this stage of litigation, but the New York Court of Appeals has made clear that "unjust enrichment is not a catchall cause of action to be used when others fail," Corsello , 944 N.Y.S.2d 732, 967 N.E.2d at 1185. "Relying on Corsello , courts in this District have previously dismissed unjust enrichment claims that were indistinguishable from contract claims pleaded in the alternative in the same complaint, at least where the parties did not dispute that they shared a contractual relationship." In re Columbia Tuition Refund Action , ––– F.Supp.3d at ––––, 2021 WL 790638, at *9 (collecting cases). Consistent with this precedent, Plaintiff's unjust enrichment claim is hereby DISMISSED.
IV. Conversion
Next, Plaintiff claims that Adelphi "converted" his Spring 2020 semester tuition by failing to provide the services for which he paid. New York law defines conversion as "the unauthorized assumption and exercise of the right of ownership over goods belonging to another to the exclusion of the owner's rights." Thyroff v. Nationwide Mut. Ins. Co. , 460 F.3d 400, 403-04 (2d Cir. 2006) (quoting Vigilant Ins. Co. of Am. v. Hous. Auth. , 87 N.Y.2d 36, 637 N.Y.S.2d 342, 660 N.E.2d 1121, 1126 (1995) ). To state a claim for conversion, a plaintiff must allege: "(1) the property subject to conversion is a specific identifiable thing; (2) plaintiff had ownership, possession or control over the property before its conversion; and (3) defendant exercised an unauthorized dominion over the thing in question, to the alteration of its condition or to the exclusion of the plaintiff's rights." Moses v. Martin , 360 F. Supp. 2d 533, 541 (S.D.N.Y. 2004) (Scheindlin, J.) (citation and internal quotation marks omitted). However, conversion cannot enforce a simple obligation to pay money, see Ehrlich v. Howe , 848 F. Supp. 482, 492 (S.D.N.Y. 1994) (Sweet, J.) (collecting cases), unless the money is in the form of a "specific, identifiable fund" subject to "an obligation to return or otherwise treat in a particular manner[,]" Manufacturers Hanover Tr. Co. v. Chem. Bank , 160 A.D.2d 113, 559 N.Y.S.2d 704, 712 (1990). Moreover, "[a] cause of action for conversion cannot be predicated on a mere breach of contract." Jeffers v. Am. Univ. of Antigua , 125 A.D.3d 440, 3 N.Y.S.3d 335, 339 (2015) (internal quotation marks omitted).
Plaintiff's allegations in this case plainly do not support a claim for conversion. Plaintiff does not suggest that Adelphi was obligated to return their tuition or fees or to treat them in a particular manner. Further, Plaintiff's conversion claim also fails for the second and independent reason that it is "predicated on a mere breach of contract." Jeffers , 3 N.Y.S.3d at 339. Accordingly, Plaintiff's conversion claim is hereby DISMISSED.
V. Money Had and Received
Finally, Plaintiff brings a claim for money had and received. To establish this claim, a plaintiff must show that "(1) defendant received money belonging to plaintiff; (2) defendant benefitted from receipt of money; and (3) under principles of equity and good conscience, defendant should not be permitted to keep the money." Moreno-Godoy v. Gallet Dreyer & Berkey, LLP , 14-CV-7082, 2016 WL 5817063, at *4 (S.D.N.Y. Oct. 4, 2016) (Francis, J.). "As with unjust enrichment, there is no claim for money had and received where a contract covers the same subject matter for which relief is sought." Zagoria v. New York Univ. , 20-CV-3610, 2021 WL 1026511, at *6 (S.D.N.Y. Mar. 17, 2021) (Daniels, J.) (citing Teachers Ins. & Annuity Ass'n v. Wometco Enters. , 833 F. Supp. 344, 349 n.9 (S.D.N.Y. 1993) (Sprizzo, J.) (holding "no claim for unjust enrichment/money had and received can stand where, as here, a contract covers the same subject matter for which relief is sought")). As discussed above, Plaintiff's relationship with Adelphi is contractual in nature. In re Columbia Tuition Refund Action , ––– F.Supp.3d at ––––, 2021 WL 790638, at *2 ("Under New York law, it is well established that the relationship between an institution of higher education and its students is contractual in nature.") (internal citations and quotations omitted). Any legitimate claims to fees will be resolved through Plaintiff's breach of contract claim. Accordingly, Plaintiff has not sufficiently pleaded the elements of money had and received, and the claim is hereby DISMISSED.
CONCLUSION
For the foregoing reasons, Adelphi's motion to dismiss for failure to state a claim is GRANTED in part and DENIED in part. Plaintiff may pursue his claim for breach of contract solely as to fees. All other claims are hereby DISMISSED.