23-222 Michel v. Yale University
In the United States Court of Appeals For the Second Circuit
August Term, 2023
(Argued: April 5, 2024 Decided: August 7, 2024)
Docket No. 23-222
JONATHAN MICHEL, ON BEHALF OF HIMSELF AND ALL OTHERS SIMILARLY SITUATED, *
Plaintiff-Appellant,
–v.–
YALE UNIVERSITY,
Defendant-Appellee.
Before: LIVINGSTON, Chief Judge, RAGGI and ROBINSON, Circuit Judges.
Plaintiff-Appellant Jonathan Michel appeals from the January 31, 2023 judgment of the United States District Court for the District of Connecticut (Hall, J.) granting Defendant-Appellee Yale University’s (Yale) motion for summary judgment. Michel was a sophomore at Yale during the Spring 2020 semester. In March 2020, responding to rising COVID-19 cases, Yale closed its campus and transitioned from in-person to online-only classes for the remainder of the semester. Michel subsequently filed this putative class action, raising Connecticut
∗ The clerk’s office is directed to amend the caption as reflected above. promissory estoppel and unjust enrichment claims based on Yale’s refusal to issue tuition refunds following that transition.
We hold that Michel’s quasi-contract claims are barred by a “Temporary Suspension Provision” in Yale’s Undergraduate Regulations. As a Yale undergraduate, Michel had a contractual relationship with the University that is governed in relevant part by the Temporary Suspension Provision. And under the provision’s terms, Yale had the discretion to respond to the pandemic by transitioning to online-only classes in the Spring 2020 semester without refunding students’ tuition. Because the Temporary Suspension Provision precludes Michel’s quasi-contract claims, Yale is entitled to summary judgment. Accordingly, we AFFIRM the district court’s judgment.
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.
ROBINSON, Circuit Judge:
Plaintiff-Appellant Jonathan Michel was an undergraduate at Defendant-
Appellee Yale University when the COVID-19 pandemic caused Yale, like
2 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
3 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.
BACKGROUND 2
Michel began taking class as a Yale undergraduate in Fall 2018. He was a
sophomore during the 2019–2020 academic year.
1 This Court may “affirm the district court’s judgment on any ground appearing in the record, even if the ground is different from the one relied on by the district court.” ACEquip Ltd. v. American Engineering Corp., 315 F.3d 151, 155 (2d Cir. 2003). Here, both parties provided this Court with briefing on the alternate basis on which we affirm the district court. 2 We present the facts in the light most favorable to Michel, the non-movant, and draw all
inferences in his favor. See Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 255 (1986).
4 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.
5 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 14–16 (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
6 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 (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
7 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 (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 (internal
quotation marks omitted).
3Although Connecticut “contract claims challenging the overall quality of educational programs” should “generally be[] rejected,” a student can bring a breach of contract claim if they can show that “the educational institution failed to fulfil a specific contractual promise distinct from any overall obligation to offer a reasonable program.” Gupta v. New Britain General Hospital, 239 Conn. 574, 592–93 (1996) (internal quotation marks omitted). Here, Michel’s quasi-contract claims center around his assertion that Yale “promised in-person and on-campus educational services.” App’x at 39. See also id. at 38 (explaining that Michel paid his Spring 2020 tuition expecting “traditional in-person and on-campus educational services”).
8 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
9 Sono Partners, LLC v. Downtown Soho, LLC, 343 Conn. 309, 331 n.21 (2022) (ellipsis
omitted) (quoting Phillips Puerto Rico Core, Inc. v. Tradax Petroleum Ltd., 782 F.2d
314, 319 (2d Cir. 1985)).
Applying analogous New York law, we recently explained that
“[u]niversities may limit or qualify their promises by including a force majeure
provision in their implied contracts with students, but . . . such a clause must be
narrow to be enforceable.” Goldberg v. Pace University, 88 F.4th 204, 210–11 (2d Cir.
2023), rehearing en banc denied (Jan. 24, 2024) (citing Rynasko v. New York University,
63 F.4th 186 (2d Cir. 2023), rehearing en banc denied (July 31, 2023)). 4
Rynasko and Goldberg together illustrate that a sufficiently specific provision
in a document comprising part of the implied contract between student and
4 Both Rynasko and Goldberg explored the contractual relationship between universities and students under the law of New York, not Connecticut. But the operative legal framework is essentially the same for purposes of this analysis. Like Connecticut law, New York law “recognize[s] that the relationship between a university and its students is contractual in nature, and that specific promises set forth in a school’s bulletins, circulars and handbooks, which are material to the student’s relationship with the school, can establish the existence of an implied contract.” Rynasko v. New York University, 63 F.4th 186, 197 (2d Cir. 2023) (internal quotation marks and citation omitted). And as Michel’s counsel conceded during oral argument, there is “nothing” under New York or Connecticut law “that would indicate a distinction that makes a difference” in our analysis. See April 5, 2024 Oral Arg. at 6:11–7:39.
Rynasko was published after the district court issued its opinion in this case but before the parties submitted their appeal briefs. See Appellant’s Br. at 1–2, 15–16, 24–26; Appellee’s Br. at 23, 38–40, 47–48. Goldberg was published after the parties submitted their briefs, but both parties submitted letters to the Court addressing Goldberg, and they were able to discuss the case during oral argument. See No. 23-222, Dkts. 102, 105.
10 university may effectively override the university’s other contractual obligations
in the event of a force majeure event. In Rynasko, we considered a broad disclaimer
in a course catalog purporting to reserve to NYU the right to:
“change without notice at any time at the sole discretion of the administration” its “policies, requirements, course offerings, schedules, activities, tuition, fees, and calendar . . . including, but not limited to, the elimination of the school, programs, classes, or activities; the relocation of or modification of the content of any of the foregoing; and the cancellation of scheduled classes or other academic activities.”
63 F.4th at 190–91 (quoting disclaimer) (emphasis added; omission in original).
This broad disclaimer did not purport to serve as a force majeure clause,
excusing NYU’s performance upon the occurrence of “an event beyond the control
of the parties that prevents performance under a contract.” Id. at 200 (internal
quotation marks omitted). Instead, it gave NYU “unfettered rights to shut down
on-campus educational activities” at any time for any reason, or no reason at all.
Id. (internal quotation marks omitted). Thus understood, the disclaimer would
contradict NYU’s other implied promises and give NYU “an unfair and
unreasonable advantage over” its students. Id. For these reasons, we determined
that a reasonable factfinder could conclude that the implied contract between NYU
and its students did not allocate to NYU the authority to close down all in-person
campus operations without any consequences under that agreement.
11 On the other hand, in Goldberg, we held that a “more traditional, and
enforceable, force majeure clause” can preclude students from bringing contract and
quasi-contract claims based on a university’s decision to transition to online-only
instruction at the outset of the COVID-19 pandemic. 88 F.4th at 211. There, a Pace
University graduate student sued Pace for, among other things, breach of contract,
promissory estoppel, and unjust enrichment based on Pace’s refusal to refund
tuition after switching to online-only instruction in the Spring 2020 semester. Id.
at 207–09. The force majeure clause at issue in Goldberg stated:
Occasionally, the University is confronted by the need to close because of inclement weather or other reasons beyond the University’s control . . . . Although classes are planned to commence and conclude on the dates indicated in the academic calendar, unforeseen circumstances may necessitate adjustment to class schedules and extension of time for completion of class assignments. Examples of such circumstances may include faculty illness, malfunction of University equipment (including computers), unavailability of particular University facilities occasioned by damage to the premises, repairs or other causes, and school closings because of inclement weather. The University shall not be responsible for the refund of any tuition or fees in the event of any such occurrence.
Id. at 208.
Unlike the disclaimer in Rynasko, the provision in Goldberg “did not confer
upon Pace ‘unfettered’ power to ‘completely shut down its on-campus, in-person
12 operations’ and to transition to online instruction absent some unforeseen event.”
Id. at 211 (quoting Rynasko, 88 F.4th at 200). Instead, it “allocated the risk of loss to
students in the event” of “unforeseen, emergency circumstance[s] . . . outside of
. . . Pace’s control,” id. at 211 (internal quotation marks and brackets omitted),
including the COVID-19 pandemic, id. at 214. The provision accordingly was an
enforceable force majeure clause that precluded the plaintiff’s contract and quasi-
contract claims. See id. at 214–15.
Here, the Temporary Suspension Provision is an enforceable force majeure
clause. Like the provision in Goldberg, it is only triggered by “public health or
other significant safety or security concerns.” Supp. App’x at 298–99. In fact, the
Provision’s reference to a “public health . . . concern[]” aligns this force majeure
provision even more closely to the COVID-19 pandemic than the “reasons beyond
the University’s control” language in Goldberg. Id.; Goldberg, 88 F.4th at 208.
III. Yale’s transition to remote instruction in March 2020 falls within the scope of the Temporary Suspension Provision.
The pandemic was a triggering “public health . . . concern” under the
Temporary Suspension Provision that allowed Yale to temporarily suspend its
operations by closing its campus in March 2020 and switching to online-only
instruction for the rest of the semester. Its terms also gave Yale discretion to decide
whether to issue tuition refunds.
13 Michel “does not dispute that [the Temporary] Suspension Provision
encompasses pandemics.” No. 23-222, Dkt. 105 at 2. Instead, he argues that there
is a genuine dispute of material fact about whether Yale “suspend[ed] University
programs and operations” by closing its campus and switching to remote
instruction. See Reply Br. at 16; see also Michel, 2023 WL 1350220, at *5. He points
to deposition testimony from Yale’s president, who said that Yale did not
“suspend” its operations—it “modified” them:
Q With your announcement that we see here . . . on March 10th, 2020, do you believe that Yale College suspended operations?
A No, I do not.
Q Do you agree with the statement that Yale did not suspend operations during the pandemic?
A I believe Yale modified its operations.
Supp. App’x at 545.
Even assuming that the testimony of Yale’s president is relevant to
interpreting the scope of the Temporary Suspension Provision and its applicability
here, the president’s general statement that Yale modified its operations and did
not suspend them does not create a genuine dispute of material fact as to the
applicability of that provision. For starters, when Yale’s president made this
statement, nobody at the deposition was purporting to talk about the Temporary
14 Suspension Provision, let alone its scope. 5 Also, the president immediately
clarified that an answer to the question posed “depended on the operation,” and
that he was referring simply to the fact that, after the March 10 order, remote
instruction permitted students to “continue to take the courses and continue to
receive credit and continue to matriculate toward a degree.” Id. at 545.
Later in his deposition, Yale’s president further clarified that the
University’s in-person activities had been suspended, including in-person teaching
and room and board services:
Q Do you remember earlier opposing counsel was asking you some questions about whether the university had suspended operations in the spring of 2020?
A Yes.
Q And do you remember that you answered that, as the whole, the university did not suspend operations in spring of 2020?
A Yes, that is correct. I think I said we still pursued our mission of education and research.
Q In the spring of 2020 following your [March 10, 2020] announcement . . . , did the university suspend the operation of room and board for undergraduate students at Yale College? . . .
5Beyond noting the Temporary Suspension Provision itself, Michel’s appellate briefs do not point to any record evidence directly interpreting the provision’s terms.
15 A Yes. We asked them not to return to their rooms after the spring break. And they no longer -- obviously, since they were not returning to campus, they no longer received meals at Yale University.
Q So Yale no longer conducted operations for room and board for the overall majority of Yale undergraduates in the spring of 2020? . . .
[A] That is correct.
Q Did Yale suspend the operation of in-person classroom teaching following your announcement [on March 10]? ...
[A] By and large, yes.
Q So Yale was no longer conducting the operation of in- person classes in March -- late March 2020, April 2020 and May 2020 for undergraduates. Is that correct? . . .
[A] Yes, that is correct.
Supp. App’x at 546 (cleaned up).
The deposition statements, considered in their entirety, thus show that
Yale’s president understood that the University’s in-person activities, including
in-person classes, were suspended.
More to the point, we conclude that the undisputed facts in the summary
judgment record support the conclusion that the Temporary Suspension Provision
applies to Yale’s transition to online classes. Core Yale operations were
undisputably suspended once the pandemic forced it to switch to online-only
16 instruction. As Michel admits, on March 10, 2020, “Yale closed its campus and
stopped in-person instruction.” Appellant’s Br. at 6. And by closing its campus,
Yale not only transitioned to online classes, but it also ceased room and board
services, prohibiting students from returning to campus. App’x at 481–82.
To Michel, the Temporary Suspension Provision does not apply to the
circumstances here because the provision applied only if Yale “shut down
entirely.” Reply Br. at 16. So under Michel’s proposed interpretation, the
provision said nothing about Yale’s discretion to issue refunds, or not, if it just
stopped teaching in person; it applied only if Yale stopped operating altogether. But
that interpretation would artificially narrow the provision’s scope. Cf. Salce v.
Wolczek, 314 Conn. 675, 690–91 (2014) (“We will not insert limitations into a
contract when the parties did not do so themselves.”). After all, the Temporary
Suspension Provision does not say, “In the unlikely event that public health
. . . concerns cause the University temporarily to fully suspend all University
programs and operations.” And it makes little sense to interpret the provision as
addressing Yale’s discretion to issue (or not issue) refunds if Yale fully shuts down
all programs and operations but not if it takes the lesser step of suspending in-
person coursework while maintaining remote learning opportunities. Rather,
given the stated purposes of the force majeure provision—including responding to
17 public health concerns—it makes more sense to understand the provision as
conferring on Yale the discretion to suspend programs and operations as
appropriate in light of the triggering event, and to refund tuition, or not, in such
circumstances.
Michel also suggests that the Temporary Suspension Provision does not
apply because suspending in-person classes for the rest of the Spring 2020
semester is not a “temporary” suspension since the shutdown lasted longer than
a “few days.” Reply Br. at 16, 18. Again, we disagree. For one thing, Michel offers
no record evidence or other authorities suggesting the word “temporary” should
be construed so narrowly. For another, dictionary definitions indicate the term’s
commonly understood meaning is broader. See, e.g., Temporary, Oxford English
Dictionary,
https://www.oed.com/search/dictionary/?scope=Entries&q=temporary,
[https://perma.cc/N6FZ-8FAF] (last visited Aug. 6, 2024) (“Lasting for a limited
time; existing or valid for a time (only); not permanent; transient; made to supply
a passing need.”); Temporary, Merriam-Webster’s Unabridged Dictionary,
https://unabridged.merriam-webster.com/unabridged/temporary
[https://perma.cc/FH27-CX93] (last visited Aug. 6, 2024) (“[L]asting for a time only
: existing or continuing for a limited time.”); see also Nation-Bailey v. Bailey, 316
18 Conn. 182, 193 (2015) (“We often consult dictionaries in interpreting contracts
. . . to determine whether the ordinary meanings of the words used therein are
plain and unambiguous, or conversely, have varying definitions in common
parlance.”) (internal quotation marks omitted). Here, given the purpose of the
Temporary Suspension Provision, it makes sense to understand “temporary” to
track with the duration of the exigency that requires the suspension in the first
place.
Finally, we reject Michel’s assertion—raised in a single sentence in his reply
brief—that the Temporary Suspension Provision “arguably gives students a right
to ‘appropriate refunds,’ giving Yale the power only to determine the correct
amount.” Reply Br. at 16. As set forth below, what matters for purposes of Michel’s
equitable claim is whether his implied contract with Yale, including the
Temporary Suspension Provision, applied to the circumstances underlying his
equitable claims. What the provision actually required of Yale may be a relevant
question in the context of a contract claim, but Michel is pressing equitable, quasi-
contract claims. Moreover, we reject Michel’s argument on the merits. The
provision expressly provides that the refunds will be made “as may in [Yale’s]
19 judgment be warranted.” with the “discretion and judgment” to issue
“appropriate refunds.” Supp. App’x at 298–99. 6
In sum, considering the summary judgment record as a whole, there is no
genuine dispute of material fact that Yale’s “programs and operations”—as
defined in the Temporary Suspension Provision—were temporarily suspended
when Yale responded to the pandemic by closing its campus and instructing
students through exclusively electronic means. See Matsushita Electronic Industry
Co., Ltd. v. Zenith Radio Corp., 475 U.S. 574, 587 (1986) (“Where the record taken as
a whole could not lead a rational trier of fact to find for the non-moving party,
there is no genuine issue for trial.”) (internal quotation marks omitted).
IV. Michel’s contract with Yale precludes his equitable claims, so Yale is entitled to summary judgment.
Michel’s contractual relationship with Yale, including the Temporary
Suspension Provision, limits his ability to raise promissory estoppel and unjust
enrichment claims. “As a general matter, when an enforceable contract exists[,]
parties cannot assert a claim for promissory estoppel on the basis of alleged
promises that contradict the written contract. Put differently, a plaintiff cannot
6The Temporary Suspension Provision does state that Yale must give refunds “consistent with the principles enunciated in [the Undergraduate] Regulations” and “applicable law and regulations.” Supp. App’x at 298–99. But Michel does not argue that Yale’s decision to issue no tuition refunds offends any laws or regulations, including the Undergraduate Regulations themselves.
20 use the theory of promissory estoppel to add terms to a contract that are entirely
inconsistent with those expressly stated in it.” Kent Literary Club of Wesleyan
University at Middletown v. Wesleyan University, 338 Conn. 189, 210 (2021) (ellipses
and brackets omitted). And “an express contract between the parties precludes
recognition of an implied-in-law contract governing the same subject matter.”
Meaney v. Connecticut Hospital Association, Inc., 250 Conn. 500, 517–18 (1999)
(internal quotation marks omitted). “[A]n implied in law contract is another name
for a claim for unjust enrichment.” Vertex, Inc. v. City of Waterbury, 278 Conn. 557,
574 (2006). See also id. at 570 n.12 (explaining that “proof of an operative contract”
is “incompatible with recovery on an unjust enrichment theory”) (citing Meaney,
250 Conn. at 517). 7
In other words, Michel’s quasi-contract claims fail if the Temporary
Suspension Provision’s terms cover the same subject matter as those claims. It
does, so they do.
7We have explained that recovery for unjust enrichment is available under Connecticut law “even where the parties have an express contract if (1) the plaintiff cannot recover under the contract because the plaintiff is guilty of breach of contract, and (2) the defendant would nevertheless be unjustly enriched by keeping the plaintiff’s services or money without some payment.” Fabri v. United Technologies International, Inc., 387 F.3d 109, 128 (2d Cir. 2004) (citing Vines v. Orchard Hills, Inc., 181 Conn. 501, 510 (1980)) (second emphasis added). Nobody argues here that Michel breached any contract with Yale.
21 Michel’s promissory estoppel claim is predicated “on the assurance and
belief that Yale would provide . . . promised in-person and on-campus educational
services.” App’x at 39–40 (emphasis added). Likewise, he asserts in his unjust
enrichment claim that “Yale should be required to” refund “any tuition, fees and
related expenses equal to the difference in value between the in-person education
promised and the online education provided.” Id. at 38–39 (emphasis added).
Even if Yale promised that in an ordinary semester it would provide in-
person classes and services—a question we need not and do not address here—for
the reasons set forth above, the Temporary Suspension Provision covers these
claims by (1) addressing Yale’s entitlement to suspend in-person and on-campus
services—including in-person classes—during a force majeure event like COVID-
19 and (2) addressing Yale’s discretion to issue—or not issue—tuition refunds.
Yale is accordingly entitled to summary judgment.
CONCLUSION
For the foregoing reasons, Yale is entitled to summary judgment, and the
district court’s judgment is AFFIRMED.