Tuesday, June 17, 2008
Back in April, my able co-blogger noted the AP's reporting on the oral argument in Dodge v. Trustees of Randolph-Macon Woman's College. In Dodge, a group of female students sued the college for breach of contract after its trustees decided to "transition from a predmoninantly female educational insitution to a coeducational college." The Supreme Court of Virginia recently held that the plaintiffs failed to state a claim for breach of contract based on male enrollment in the college.
The plaintiffs alleged that
when they “accepted [the College's] offers of admission, paid tuition and other fees, and registered for classes, a contract was formed between them and the [College], which ... included the promise, both express and implied, that if [the plaintiffs] paid the tuition and fees and enrolled at [the College], they would receive a four-year liberal arts education at a woman's college.” The plaintiffs allege that they reasonably expected that the College would continue to offer “the curriculum plan as advertised in the college catalog and other promotional materials upon which Plaintiffs relied when choosing” to attend the College. Continuing, the plaintiffs state that “[a]dditional terms of the contracts are within the various official [College] publications, including promotional materials, the [H]onor [C]ode, the student handbook, the academic catalog, correspondence between [the College] and the students, and the [C]ollege's policies and regulations.”
They further alleged that, when the Trustees voted to allow male students to enroll in the college, that contract was breached. The college filed a demurrer, asserting that the plaintiffs failed to identify or plead the existence of a contract between plaintiffs and the college. The Virginia court agreed with the defendant College, holding that "plaintiffs failed to plead the existence of a clear, definite, and explicit contract between the plaintiffs and the College that required the College to provide a four-year education for the plaintiffs in an academic environment predominantly for women." The court reasoned:
A contract must be sufficiently definite to enable a court to give the contract an exact meaning, and the contract must obligate the contracting parties to matters that are definitely ascertained or ascertainable. * * * A contract is not valid and it is unenforceable if the terms of the contract are not established with reasonable certainty. * * *
Applying the aforementioned principles, we hold that the plaintiffs failed to plead facts, which if established at trial, would demonstrate the existence of a contract that required the College to operate an academic institution predominantly for women during the four years that the plaintiffs expected to attend the College. Even though the plaintiffs referenced numerous documents, this Court, just as the circuit court, has reviewed the documents and can find no such promise. There is no language in any of these documents in which the College made a clear, definite, and specific promise to operate a college predominantly for women during the duration of the plaintiffs' academic studies at the College. Thus, we hold that the plaintiffs failed to plead the existence of a contract between the parties.
Contrary to the plaintiffs' contentions, the College's articles of incorporation do not form the basis of a contract between the students and the College. By its very nature, the articles of incorporation do not contain a clear, definite, and explicit agreement among the parties to the alleged contract.
The two-judge dissent did not dipsute the legal principles stated by the majority, but disagreed with the majority's application of the those principles to the facts. In light of evidence of numerous communications espousing a single-sex educational environment (such as promotional materials and acceptance letters), the dissent would have held that the plaintiffs presented sufficient evidence to survive demurrer.
Dodge v. Trustees of Randolph-Macon Woman's College, ___ S.E.2d ___, 2008 WL 2312509 (Va. Jun. 6, 2008).
[Meredith R. Miller]