Certiorari to the Colorado Court of Appeals Court of Appeals
Case No. 22CA1140.
Attorneys for Petitioner: Philip J. Weiser, Attorney General
Michael D. McMaster, Assistant Solicitor General Jennifer H.
Hunt, Senior Assistant Attorney General Kathleen L. Spalding,
Senior Assistant Attorney General Erica Weston, Special
Assistant Attorney General Denver, Colorado
Attorneys for Respondent: Kishinevsky & Raykin, LLC Igor
Raykin Michael J. Nolt Aurora, Colorado
JUSTICE BERKENKOTTER delivered the Opinion of the Court, in
which CHIEF JUSTICE MARQUEZ, JUSTICE BOATRIGHT, JUSTICE
GABRIEL, JUSTICE HART, and JUSTICE SAMOUR joined. JUSTICE
HOOD did not participate.
OPINION
BERKENKOTTER, JUSTICE
2
¶1
In the Spring of 2020, after Colorado State University
("CSU") temporarily transitioned from in-person to
online learning due to the COVID-19 pandemic, Renee Alderman
("Alderman") and Tyler Stokes ("Stokes")
(collectively, "the students") each filed putative
class action lawsuits against the university seeking to
recover part of the tuition and fees that they and all
similarly situated students paid to CSU for that semester.
They alleged, in a joint complaint filed after their cases
were consolidated, that CSU breached its contract (1) to
provide in-person learning for which the students had paid
tuition and (2) to make available the facilities for which
the students had paid fees. They asserted two claims for
breach of contract: one pertaining to their tuition payments
and the other pertaining to their payment of fees. They also
brought two claims, in the alternative, for the equitable
remedy of unjust enrichment. Following briefing by the
parties, the district court concluded that CSU's enabling
statute explicitly granted the university the authority to
suspend operations in the event of "the prevalence of
fatal diseases, or other unforeseen calamity," §
23-30-111, C.R.S. (2024), and so it dismissed the
students' breach of contract claims.
¶2
The court subsequently dismissed the students' only
remaining claims, those for unjust enrichment, after it
determined that (1) the contract between CSU and the students
was legally enforceable (albeit not in the manner the
students
3
sought) and (2) the students could not recover under a theory
of unjust enrichment because their unjust enrichment claims
and the contract between CSU and the students covered the
same subject matter-the provision of educational services.
¶3
Only Alderman appealed, and a split division of the court of
appeals reversed the district court's decision dismissing
her unjust enrichment claims. Alderman v. Bd. of
Governors of Colo. State Univ., 2023 COA 61, ¶ 33,
536 P.3d 831, 838. The division majority concluded that
CSU's contract obligations "were obviated when it
invoked [section 23-30-111], leaving [Alderman] with no
contract rights to enforce." Id. at ¶ 29,
536 P.3d at 837.
¶4
We granted certiorari to review the division's opinion
and now conclude that it erred as a matter of law in holding
that the contract between CSU and Alderman was unenforceable.
A contract is not rendered unenforceable merely because it
does not provide all the services and protections to which a
party claims it is entitled. Here, section 23-30-111 did not
make the contract unenforceable. Rather, the
statutory provision was simply deemed to be part of the
contract. And because the statute explicitly authorized CSU
to temporarily suspend operations, the district court
dismissed Alderman's breach of contract claims. The fact
that Alderman was unable to state a claim for breach
of contract did not render the contract itself
unenforceable.
4
¶5
Because Alderman's unjust enrichment claims fail as a
matter of law, we reverse the part of the division's
judgment that reinstated Alderman's unjust enrichment
claims and remand the case with directions to reinstate the
judgment of the district court in favor of CSU.
I.
Facts and Procedural History
¶6
CSU is a state institution of higher education established in
the Colorado Constitution and by state statute. Colo. Const.
art. VIII, § 5; § 23-1-101, C.R.S. (2024);
§§ 23-31-101 to -122, C.R.S. (2024). It is a
land-grant university that celebrated its sesquicentennial in
2020 in honor of the 150-year anniversary of its founding.
The university advertised "superior instruction with a
small professor-to-student ratio" of 1-to-16 and
"state-of-the-art technology for an ever-changing global
economy." Incoming freshmen were required to live on
campus for their first year at CSU.
¶7
Because of the COVID-19 pandemic, CSU announced on March 19,
2020, that it would be moving all classes on its Fort Collins
campus to remote learning beginning on March 23, 2020. The
university then suspended in-person operations, directed
students who could move out of on-campus housing to do so,
closed campus buildings, restricted access to most campus
facilities and services, and transitioned to remote learning
for six weeks.
5
¶8
Alderman was a full-time student at CSU during the Spring
2020 semester when she filed a class action complaint on
behalf of all similarly situated students seeking a refund of
tuition and fees that she contended CSU wrongfully retained.
Her case was ultimately consolidated with a similar class
action filed by fellow CSU student Stokes. Their consolidated
complaint asserted two claims for breach of contract. The
first asserted that CSU had a contractual obligation to
provide live, in-person classroom instruction in a physical
classroom in exchange for the students' tuition payments.
The second claimed that CSU had a contractual obligation to
provide access to on-campus athletic events, on-campus
computers and technology, and other in-person events in
exchange for the students' payment of mandatory student
fees.
¶9
The consolidated complaint also included two claims of unjust
enrichment. These claims were pled in the alternative to the
two breach of contract claims "to the extent it is
determined a contract does not exist or otherwise
apply." The students asserted in their complaint that
CSU unjustly retained their tuition and mandatory student
fees even though it failed to provide a full semester of
inperson instruction, services, and events.
¶10
The students emphasized in their consolidated complaint that
they contracted for an in-person education. CSU, they noted,
also offered fully online distance-learning programs that are
priced differently than the in-person,
6
hands-on education offered in Fort Collins. The students
stressed that they chose to pay more for an in-person
education because of the numerous and distinct benefits,
which they claimed included:
• face to face interaction with professors, mentors, and
peers;
• access to facilities such as computer labs, study
rooms, laboratories, libraries, etc.;
• student governance and student unions;
• extracurricular activities, groups, intramurals, etc.;
• student art, cultures, and other activities;
• exposure to community members of diverse backgrounds,
cultures, and schools of thought;
• social development and independence;
• hands-on learning and experimentation; and
• networking and mentorship opportunities.
¶11
As a remedy, the students sought to recover pro rata refunds
of the tuition, fees, and other costs that they and all
similarly situated students had paid for the services that
were suspended during the six weeks when CSU canceled
in-person classes, closed most campus buildings, and required
all students who could to leave the campus.
¶12
In response, CSU filed a motion to dismiss the consolidated
complaint arguing, inter alia, that the students failed to
state a claim under C.R.C.P. 12(b)(5). CSU argued that it was
specifically authorized by statute to temporarily suspend
7
operations in the face of a pandemic and that the statutory
term was, by operation of law, incorporated into any contract
between the students and the university. Keelan v. Van
Waters &Rogers, Inc., 820 P.2d 1145, 1148 (Colo.App.
1991), aff'd, 840 P.2d 1070 (Colo. 1992). This
meant, it asserted, the students' breach of contract
claims must fail because section 23-30-111 expressly provides
that CSU's board of governors may at any time
"temporarily suspend a university in case of fire, the
prevalence of fatal diseases, or other unforeseen
calamity." CSU emphasized that there could be no breach
of contract because the statute explicitly permits temporary
suspensions like the one that occurred during the Spring 2020
semester. ¶13 The district court dismissed both breach
of contract claims asserted in the consolidated complaint. It
did so after concluding that CSU's enabling statute
specifically grants the university the authority to suspend
operations in the event of "the prevalence of fatal
diseases, or other unforeseen calamity." §
23-30-111. And, because "[s]tatutory law which pertains
to the terms of a contract is considered part of that
contract," Keelan, 820 P.2d at 1148, the court
held that CSU's authority to temporarily close the school
was a term of the contract. Therefore, the court concluded
that "any contractual bargain made between [the
students] and CSU allowed CSU to close campus and in-person
learning" in the face of a pandemic, and "CSU's
actions in doing so cannot be considered a breach."
8
¶14
Several months later, CSU filed a motion for judgment on the
pleadings, asking the district court to enter judgment on the
students' claims for unjust enrichment. CSU claimed that
the parties agreed that a contract existed between the
students and the university and, thus, the students were
barred from asserting unjust enrichment claims. After all,
"a party cannot recover for unjust enrichment by
asserting a quasi-contract when an express contract covers
the same subject matter because the express contract
precludes any implied-in-law contract." Interbank
Invs., LLC v. Eagle River Water &Sanitation Dist.,
77 P.3d 814, 816 (Colo.App. 2003). CSU acknowledged the two
exceptions to this rule: if the express contract fails or is
rescinded, or if the unjust enrichment claim covers matters
that are outside of or arose after the contract. Pulte
Home Corp. v. Countryside Cmty. Ass'n, 2016 CO 64,
¶ 64, 382 P.3d 821, 833. It argued, however, that
neither of those circumstances applies here.
¶15
In CSU's view, (1) it was undisputed that there was at
least an implied-in-fact contract, foreclosing the first
exception; and (2) all four claims concerned the provision of
educational services and requested the same remedy. Based on
this, CSU maintained, there was no real difference between
the two breach of contract claims and the two unjust
enrichment claims, and consequently the students could not
meet either of the Pulte Home Corp. exceptions.
Accordingly, CSU requested the consolidated complaint be
dismissed in its entirety.
9
¶16
The students opposed the motion, arguing that a party can
recover on a quasi-contract theory when that party "will
have no right under an enforceable contract."
Interbank, 77 P.3d at 816 (quoting Backus v.
Apishapa Land &Cattle Co., 615 P.2d 42, 44
(Colo.App. 1980)). Even with section 23-30-111 incorporated
into the contract, they asserted, it would remain
"completely silent on any obligations to pay under such
events, let alone prescribe [that CSU] may keep tuition and
fees in full in such an event."
¶17
And the students offered a different interpretation of
Pulte Home Corp.'s unjust enrichment exception
that "[a] party generally cannot recover for unjust
enrichment . . . where there is an express contract
addressing the subject of the alleged obligation to
pay." ¶ 64, 382 P.3d at 833. CSU's
interpretation incorrectly placed emphasis on the word
"subject," the students said, instead positing that
the key language was "alleged obligation to pay."
Thus, they argued that Pulte Home Corp. did not
apply because the contract was silent as to CSU's
obligation to repay tuition or fees in the event of a
temporary campus closure. As a result, the students
maintained, they should be allowed to develop their unjust
enrichment claims.
¶18
In the students' view, a party seeking to recover under
an unjust enrichment theory must only show that "(1) the
defendant received a benefit (2) at the plaintiff's
expense (3) under circumstances that would make it unjust for
the defendant to retain the benefit without commensurate
compensation."
10
Lewis v. Lewis, 189 P.3d 1134, 1141 (Colo. 2008). An
unjust enrichment claim, they urged, is "designed to
undo the benefit to one party that comes at the unfair
detriment of another." Id. The students posited
that because they and all similarly situated students paid
CSU tuition and fees for a full in-person semester and
because the in-person semester was cut short, CSU would be
unjustly enriched if it was not compelled to refund the
students accordingly.
¶19
Unpersuaded, the district court granted CSU's motion,
concluding that the students' unjust enrichment claims do
not fall within either of the Pulte Home Corp.
exceptions. To begin, the court concluded that the undisputed
evidence of an implied-in-fact contract covering the same
subject matter meant the unjust enrichment claims could not
proceed. Allowing such claims, the court explained, would
"impermissibly allow for and greatly expand the basis
for unjust enrichment claims." The unjust enrichment
claims, the court observed, "cannot proceed as a mere
recasting of the breach of contract claim when they cover the
same subject matter."
¶20
And, while an implied-in-fact contract between the students
and CSU may be silent as to any obligation to issue refunds
or repayments, the district court observed, it "ha[d]
not found any support for the idea that an unjust enrichment
claim can serve as a contract gap-filler, or may be asserted
where a contract
11
covering the same subject matter omits a specific term that
the parties did not include or contemplate."
¶21
Finally, the district court held that the implied-in-fact
contract had not been rescinded or failed, and that failing
to plausibly plead a breach of contract claim does not
entitle the students to assert unjust enrichment claims.
Accordingly, the district court granted CSU's motion for
judgment on the pleadings.
¶22
Alderman-without Stokes-subsequently appealed both orders. A
division of the court of appeals upheld the dismissal of the
breach of contract claims, concluding that the authority
statutorily granted to CSU to temporarily suspend operations
in the event of a pandemic like COVID-19 precluded Alderman
from stating claims for breach of contract against the
university. Alderman, ¶ 20, 536 P.3d at 836.
¶23
Turning to the unjust enrichment claims, the division
disagreed with the district court, instead concluding that
"the contract obligations of CSU were obviated when it
invoked the statute, leaving [Alderman] with no contract
rights to enforce" because "the invocation of
[section 23-30-111] has made her contract claims
unenforceable." Id. at ¶¶ 29, 32, 536
P.3d at 837-38.
¶24
In reaching this conclusion, the division analogized Alderman
to the real estate broker in Backus. Id. at
¶ 32, 536 P.3d at 837. In Backus, a real estate
broker licensed in Colorado entered into a listing agreement
with a property owner to sell
12
its real property. 615 P.2d at 43. The broker also entered
into a separate agreement with Backus, a real estate broker
licensed in Texas, to cooperate in seeking a buyer for the
property and to share in any commission due under the listing
agreement. Id. After Backus helped the Colorado
broker find a buyer for the property, the property owner
breached the listing agreement by withdrawing the property
from sale. Id. When the property owner refused to
pay the fee due under its listing agreement with the Colorado
broker, Backus, the Texas broker, sued the property owner,
asserting claims based on (1) his purported rights under the
listing agreement, (2) an assignment of rights he received
from the Colorado broker, and (3) unjust enrichment.
Id. The district court granted the property
owner's motion for summary judgment as to all three
claims, reasoning that Backus was precluded under Colorado
law from entering into a contract for the sale of Colorado
property because he was not licensed as a real estate broker
in Colorado. Id.
¶25
A division of the court of appeals affirmed in part and
reversed in part. Id. at 43-44. It reasoned that
Backus could not pursue a claim directly against the property
owner because he was not a party to the listing agreement.
Id. at 43. In fact, Colorado law barred such
contracts. Id. But the division permitted the
assignment and unjust enrichment claims to proceed,
concluding that if Backus's assignment claim failed, he
would have no rights under an enforceable contract.
Id. at 44.
13
¶26
In the present case, the division majority below saw
Alderman's situation much like Backus's: Alderman
would have no right to enforce her claims for breach of the
implied-in-fact contract in light of section 23-30-111.
Alderman, ¶ 32, 536 P.3d at 837-38. Thus, the
division reasoned that her unjust enrichment claim could
proceed. Id., 536 P.3d at 838.
¶27
Judge Tow dissented as to this part of the division's
opinion. Id. at ¶ 36, 536 P.3d at 838 (Tow, J.,
concurring in part and dissenting in part). He concluded
that, "[b]ecause the contract between Alderman and CSU
was legally enforceable (albeit not in the manner Alderman
sought), was not abrogated or rescinded, and related to the
same subject matter as the allegations underpinning
Alderman's unjust enrichment claim, she cannot pursue a
quasi-contractual claim such as unjust enrichment."
Id. at ¶ 42, 536 P.3d at 839. Specifically,
Judge Tow concluded that, because the parties agreed that
they entered into an implied-in-fact contract for
the provision of educational services, additionally seeking
to impose an implied-in-law contract governing the
exact same services for the purposes of Alderman's unjust
enrichment claim was something "she simply cannot
do." Id. at ¶ 37, 536 P.3d at 838. In
support of his analysis, Judge Tow relied on
Interbank, which held that "a party cannot
recover for unjust enrichment by asserting a quasicontract
when an express contract covers the same subject matter
because the
14
express contract precludes any implied-in-law contract."
Id. (alteration omitted) (quoting
Interbank, 77 P.3d at 816).
¶28
In Judge Tow's view, the majority misapplied
Backus. Id. at ¶ 38, 536 P.3d at 838.
The case, he observed, "does not stand for the
proposition that if a party has a contract but
cannot recover under it (because the other party's
actions did not breach that contract), the party may
alternatively pursue an unjust enrichment claim."
Id. at ¶ 40, 536 P.3d at 839.
"Instead," he noted, "Backus holds
merely that where a party may not be able to
establish the existence of an enforceable contract at all,
that party may recover for unjust enrichment."
Id. (emphasis added). In his view, "a contract
does not 'fail' merely because it does not provide
all the services and protections to which one of the
contracting parties claims entitlement." Id. at
¶ 41, 536 P.3d at 839.
¶29
CSU petitioned this court for certiorari review. We granted
the petition to determine whether an unjust enrichment claim
can be properly asserted when it mirrors a contract that (1)
covers the same subject matter and (2) remains legally
enforceable.[1] We now hold that claims for breach of
contract and unjust
15
enrichment are mutually exclusive under these circumstances.
The result is that Alderman's claims against CSU for
unjust enrichment fail as a matter of law.
II.
Analysis
¶30
Understanding the nature of this dispute requires us to
describe the relationship between overlapping claims for
breach of contract and unjust enrichment. We start by
outlining the applicable standards of review before moving on
to the relevant legal principles. We then use these as a
guide to examine the viability of Alderman's unjust
enrichment claims.
A.
Standard of Review
¶31
Rulings on a motion for judgment on the pleadings are
reviewed de novo. Melat, Pressman & Higbie, L.L.P. v.
Hannon Law Firm, L.L.C., 2012 CO 61, ¶ 17, 287 P.3d
842, 847. Judgment on the pleadings is appropriate if, from
the pleadings, the moving party is entitled to judgment as a
matter of law. City & Cnty. of Denver v. Qwest
Corp., 18 P.3d 748, 754 (Colo. 2001).
¶32
An unjust enrichment claim is an equitable cause of action.
City of Arvada ex rel. Arvada Police Dep't v. Denver
Health & Hosp. Auth., 2017 CO 97, ¶ 37, 403
P.3d 609, 616. While equity rulings generally lie within the
discretion of the trial court, appellate courts review de
novo whether the trial court correctly understood the
appropriate test for unjust enrichment. Lewis, 189
P.3d at 1141.
16
¶33
Finally, we review questions of statutory interpretation de
novo. Pulte Home Corp., ¶ 24, 382 P.3d at 826.
We give effect to words and phrases according to their plain
and ordinary meaning. Denver Post Corp. v. Ritter,
255 P.3d 1083, 1089 (Colo. 2011). If the statutory language
is clear, we apply it as written and need not resort to other
rules of statutory construction. Vallagio at Inverness
Residential Condo. Ass'n v. Metro. Homes, Inc., 2017
CO 69, ¶ 16, 395 P.3d 788, 792.
B.
Relevant Legal Authority
¶34
A plaintiff suing for breach of contract bears the burden of
proving the following elements by a preponderance of the
evidence: (1) the existence of a contract; (2) the
plaintiff's performance of the contract or justification
for nonperformance; (3) the defendant's failure to
perform the contract; and (4) the plaintiff's damages as
a result of the defendant's failure to perform the
contract. Univ. of Denver v. Doe, 2024 CO 27, ¶
46, 547 P.3d 1129, 1139. These elements apply to the
enforcement of an express contract as well as to an
implied-in-fact contract. Tuttle v. ANR Freight Sys.,
Inc., 797 P.2d 825, 829 (Colo.App. 1990) ("There is
no difference in legal effect between express and implied in
fact contracts."). We have previously articulated the
difference between a contract implied-in-fact and an express
contract as follows:
[A] contract implied in fact is based on the conduct of the
parties to the agreement and it is the conduct itself which
establishes the agreement. There is little fundamental
difference between an express contract and a contract implied
in fact. An express contract is
17
evidenced by the parties' written or oral words. A
contract implied in fact arises from the parties' conduct
which evidences a mutual intention to enter into a contract.
In both cases, a contract is created by the meeting of the
minds to contract with each other.
Agritrack, Inc. v. DeJohn Housemoving, Inc., 25 P.3d
1187, 1192 (Colo. 2001) (alteration in original).
¶35
Unjust enrichment, in contrast, is a form of quasi-contract
or contract implied-in-law that does not depend on a promise
or privity between the parties. DCB Constr. Co. v. Cent.
City Dev. Co., 965 P.2d 115, 119 (Colo. 1998). The test
for recovery under an unjust enrichment theory requires a
plaintiff to show that (1) at the plaintiff's expense (2)
the defendant received a benefit (3) under circumstances that
would make it unjust for the defendant to retain the benefit
without paying. Id. at 119-20; accord Robinson
v. Colo. State Lottery Div., 179 P.3d 998, 1007 (Colo.
2008).
¶36
When a party asserts claims for both breach of contract and
unjust enrichment, further analysis may be required in the
face of a motion to dismiss. This is because our
jurisprudence holds that breach of contract and unjust
enrichment claims involving the same subject matter are
mutually exclusive. Thus, a party may not assert a claim for
unjust enrichment if a valid contract covers the same subject
matter. Pulte Home Corp., ¶ 64, 382 P.3d at 833
(holding that a party generally cannot recover for unjust
enrichment when an express contract
18
addresses the subject of the alleged obligation to pay). This
is true even if the plaintiff is unable to recover under the
contract. See Interbank, 77 P.3d at 818-19.
¶37
Colorado appellate courts have recognized only two exceptions
to this rule. A party may still recover for unjust enrichment
when (1) the express contract fails or is rescinded or (2)
the claim covers matters that are outside of or arose after
the contract. Pulte Home Corp., ¶ 64, 382 P.3d
at 833.
C.
Application
¶38
Turning to the question before us, we hold that Alderman
cannot properly state claims for unjust enrichment against
CSU because her valid, enforceable contract with the
university covers the same subject matter as those claims.
¶39
There is no dispute that an implied-in-fact contract existed
between CSU and Alderman. Alderman, ¶ 9, 536
P.3d at 834. She paid tuition and fees, and in exchange, CSU
provided educational services. This comports with the general
proposition that the relationship between students and
universities is contractual in nature. CenCor, Inc. v.
Tolman, 868 P.2d 396, 398 (Colo. 1994).
¶40
The division concluded that "the invocation of a
Colorado statute has made [Alderman's] contract claims
unenforceable." Alderman, ¶ 32, 536 P.3d
at 837-38. Critically, however, a contract does not fail
merely because it does not provide all the services and
protections to which a party claims they are entitled.
Rather, a contract fails only when it becomes legally
unenforceable. Failing to make this
19
distinction is where the division majority erred. It
conflated the failure of Alderman's breach of contract
claim with the failure of the contract
itself.
¶41
The statutory provision in play here, section 23-30-111,
granted CSU the authority to suspend university operations in
the event of "the prevalence of fatal diseases, or other
unforeseen calamity." This authority was, by operation
of law, incorporated into the parties' contract, meaning
that the contract explicitly allowed the university to
temporarily suspend operations. This is why Alderman could
not state a claim for breach of contract and why the district
court dismissed her claims. But Alderman's inability to
prove that the university breached the contract by
temporarily suspending operations does not render the
contract itself void or unenforceable. CSU and Alderman
retained all other contractual rights contained in their
agreement. See CenCor, Inc., 868 P.2d at 399.
¶42
The division also erred in comparing Alderman's claims to
those of the Texas real estate broker in Backus.
Alderman, ¶ 32, 536 P.3d at 837-38.
Backus stands for the proposition that a party may
be able to recover for unjust enrichment when that party is
unable to establish the existence of an enforceable contract.
615 P.2d at 44. It does not hold that a plaintiff may pursue
an unjust enrichment claim when that plaintiff's breach
of contract claim fails because the defendant did not breach
the contract. Backus, accordingly, does not support
the division majority's analysis.
20
¶43
Finally, Alderman contends that she should be able to assert
claims for unjust enrichment because her claims ultimately
seek a remedy-a demand for a pro-rata refund of tuition and
fees-that is not covered by her contract with CSU. We
disagree. Alderman's argument is essentially that unjust
enrichment should serve as a gap-filler provision to provide
a remedy when a contract is silent about a desired term. She
cites no authority in support of this proposition and
essentially conceded during oral argument that she is asking
the court to expand the reach of this court's unjust
enrichment jurisprudence. She offers no principled limit to
this expansion, which in our view would effectively
obliterate the difference between breach of contract and
unjust enrichment claims. This, of course, is something we
simply cannot do.
III.
Conclusion
¶44
For these reasons, we hold that a party cannot properly state
a claim for unjust enrichment when a legally enforceable
contract exists that covers the same subject matter and that
contract has not been abrogated or rescinded. Because
Alderman's unjust enrichment claims fail as a matter of
law, we reverse the portion of the division's judgment
reinstating Alderman's unjust enrichment claims and
remand the case with directions to reinstate the district
court's judgment in favor of CSU.
---------
Notes:
[1] Specifically, we granted certiorari to
review the following issue:
1. Whether a student can assert a claim for unjust
enrichment based on CSU's campus closure where the
relationship between CSU and its students is governed by a
contract that permits CSU to close campus in the presence of
a fatal disease.