Amable v. The New School

Background

Elizabeth Amable and Kaitlyn Amable brought a proposed class action against The New School. They alleged that the school created a contract requiring on-campus, in-person education and related services, facilities, access, and opportunities. After the COVID-19 pandemic began, the school moved all remaining Spring 2020 classes online. Plaintiffs alleged that the school did not provide the in-person experience for which they paid approximately $11,000 and $4,000, respectively, and did not refund the claimed portion of tuition or fees.

The Second Amended Complaint asserted breach of contract and unjust enrichment. The alleged contractual materials included the Spring 2020 Course Catalog, an attendance statement, Kaitlyn’s course schedule, and the school’s website. Plaintiffs sought monetary and equitable relief and proposed a class and subclass.

Elizabeth Amable’s standing

The New School argued that Elizabeth lacked standing because she was the parent of a student and was not alleged to be in contractual privity with the school or an expressly intended third-party beneficiary. The court agreed. Under the New York law discussed in the opinion, a person generally cannot enforce a contract without being a contracting party or an intended beneficiary. The complaint did not allege that Elizabeth was in privity with The New School or that the agreement expressly intended to benefit her. The court therefore concluded that Elizabeth could not establish standing to bring the action.

Breach-of-contract claim

The court applied New York law, under which a university’s implied contract with a student includes specific promises contained in materials made available to the student. The student must identify a specific promise or guaranteed service, rather than relying on general statements, marketing opinions, or broad descriptions of the educational experience.

The court applied the law-of-the-case doctrine—which generally prevents reconsideration of issues already decided in the same case—to Plaintiffs’ arguments based on the Course Catalog, Kaitlyn’s course schedule, and the attendance statement. The court had previously rejected the argument that those materials promised exclusively in-person classes. Because the Second Amended Complaint added no sufficient new allegations on those points, the court did not change that earlier ruling.

The court separately considered new allegations about The New School’s website and its descriptions of the Innovation Center, laboratories, performance facilities, and University Learning Center. It concluded that most of those descriptions were marketing statements too vague to enforce as contractual promises. The statement that the Innovation Center was open to students and faculty 24 hours a day was potentially specific enough to be actionable, but the school’s broad disclaimer reserved the right to change facilities, academic activities, course offerings, and other matters without notice. The court concluded that restricting access under that reservation could not constitute a breach. The court therefore dismissed the breach-of-contract claim.

The court also stated that it did not need to decide The New School’s separate arguments concerning impossibility of performance or acceptance because its other reasons for dismissing the contract claim were sufficient.

Unjust-enrichment claim

The court held that Plaintiffs’ unjust-enrichment claim duplicated their breach-of-contract claim. The parties disputed the scope of their contractual relationship and the promises it included, but they did not dispute the existence of that relationship. Because the alleged unjust enrichment concerned the same subject matter as the contract claim, the court ruled that the unjust-enrichment claim could not proceed. The court additionally stated that the claim would fail on its merits because Plaintiffs had not alleged conduct sufficiently tortious or fraudulent to support unjust enrichment.

Disposition

The court granted The New School’s motion to dismiss and dismissed the complaint with prejudice. It directed the Clerk to terminate the motion and close the case. The court did not consider the proposed class allegations because Plaintiffs’ individual claims had failed.