Aubrey v. The New School

Background

Sixteen former Master of Fine Arts candidates at Parsons School of Design, a college of The New School, brought a putative class action. They alleged that The New School’s move from in-person instruction to online classes in March 2020 breached an implied contract with students and unjustly enriched the school. The plaintiffs alleged that the change prevented them from using studios, storage spaces, shops, laboratories, and other facilities, harming their projects and thesis work. They sought restitution and damages through two breach-of-contract claims and asserted one unjust-enrichment claim.

The plaintiffs alleged that the implied contract was made up of documents and statements issued by Parsons, including catalogs, regulations, handbooks, syllabi, websites, and materials about studios and facilities. The court considered Parsons’ Course Catalog because the plaintiffs themselves treated catalogs as part of the alleged contract. The court also took judicial notice of an archived “Your Right To Know” webpage. It did not consider the other website materials attached to The New School’s motion.

Breach-of-Contract Claims

Under New York law, the court explained, a student may have an implied contract with a college. To state a breach-of-contract claim, a plaintiff must identify a specific contractual promise, the student’s performance, a breach, and resulting damages. General statements of educational quality, mission, or policy are not enforceable promises unless they contain sufficiently definite language.

The court held that Parsons’ mission and value statements did not promise exclusively in-person education. Statements about world-renowned faculty, small classes, project-based learning, New York City, technology, experimentation, and the school’s educational approach were too general or did not specifically require in-person instruction. Statements about studios, facilities, and studio visits likewise envisioned in-person activities but did not specifically promise that classes or educational activities would occur in person.

The court concluded that the statement describing the MFA program as “full time, on-campus” for two years plausibly alleged an enforceable promise of in-person education at the motion-to-dismiss stage. The court also noted that a statement promising a clean, newly painted studio at the beginning of each term could be specific enough to constitute a promise, but the plaintiffs did not allege that The New School failed to provide that studio.

The court nevertheless dismissed the breach-of-contract claims because the Course Catalog and “Your Right To Know” webpage contained broad disclaimers. Those disclaimers reserved The New School’s right to change, without notice, matters including degree programs, course offerings, academic activities, facilities, and other contents of its materials. The court held that the disclaimers covered the alleged promise of in-person instruction and excused The New School from liability under the breach-of-contract theory. The court did not decide The New School’s alternative arguments concerning damages, impossibility of performance, or acceptance.

Unjust-Enrichment Claim

The court dismissed the unjust-enrichment claim as duplicative. The claim was based on the same facts as the contract claims and sought recovery of the same tuition and fees. Because the parties did not dispute that an implied contractual relationship existed, the court held that an equitable claim for unjust enrichment could not replace or duplicate the contract claims. The court also noted that the plaintiffs had not alleged conduct rising to the level of tortious or fraudulent conduct that could independently support unjust enrichment.

Disposition

Judge Kenneth M. Karas granted The New School’s motion to dismiss. The court dismissed the complaint without prejudice because this was the first adjudication of the plaintiffs’ claims on the merits. The plaintiffs could file an amended complaint within 30 days if they had a good-faith basis for doing so. The court stated that failure to amend properly and on time would result in dismissal of the complaint with prejudice. The Clerk of Court was directed to terminate the pending motion.