Basch v. George Washington University

• Decision Date: 17 March 1977
• Docket Number: No. 10346.,10346.
• Citation: Basch v. George Washington University, 370 A.2d 1364 (D.C. 1977)
• Parties: Peter BASCH et al., Appellants, v. The GEORGE WASHINGTON UNIVERSITY, Appellee.
• Court: D.C. Court of Appeals

370 A.2d 1364

Peter BASCH et al., Appellants, v.The GEORGE WASHINGTON UNIVERSITY, Appellee.

No. 10346.

District of Columbia Court of Appeals.

Argued April 22, 1976.

Decided March 17, 1977.

Thomas P. Meehan, Washington, D. C., with whom Alan L. Seifert, Alexandria, Va., was on the brief, for appellants.

Kenneth C. Bass, III, Reston, Va., with whom Fred M. Vinson, Jr., and Robert S. Erdahl, Washington, D. C., were on the brief, for appellee.

Before FICKLING,^*YEAGLEY and HARRIS, Associate Judges.

PER CURIAM:

Appellants, all students at the George Washington University School of Medicine and Health Sciences, brought this action for breach of contract individually as well as on behalf of a class of similarly affected students.Appellee moved, under Super.Ct. Civ.R. 12(b)(6), to dismiss the suit for failure to state a claim upon which relief could be granted.In an order dated November 11, 1975, the trial court treated that motion as one for summary judgment, and granted such judgment in favor of the appellee, George Washington University.¹This appeal followed.

Appellants contend that the trial court erred as a matter of law in its finding that the parties before the court did not have a definite contract regarding tuition increases beyond the 1974-75 academic year.Appellants also contend that the trial court erred in granting summary judgment without first affording them the opportunity to conduct discovery against the University.We disagree with both of these contentions, and therefore affirm.

The dispositive facts in the case are not in dispute.Appellants represent a class of approximately 500 students attending the medical school in all four current classes.Prior to their acceptance of the University's offer to attend the medical school, each of these students received a copy of The George Washington University Bulletin: School of Medicine and Health Sciences.While the language of the bulletins received by each class varied somewhat, all of the parties agreed that those differences were insignificant, and that only the language in the 1974-75 bulletin need be considered for purposes of this action.That bulletin specifically set the tuition rate for the 1974-75 academic year at $3,200, but went on to state that:

Academic year tuition increases have been estimated as follows: 1975-76, $200; 1976-77, $200; 1977-78, $200; 1978-79, $200.. . . Every effort will be made to keep tuition increases within these limits.However, it is not possible to project future economic data with certainty, and circumstances may require an adjustment in this estimate.

Appellants aver that their decision to attend the medical school was based, in part, in reliance on these estimates.Subsequently, on January 17, 1975, the University issued a "Statement on Tuition Rates" which provided:

The Board of Trustees of The George Washington University has approved a tuition of $5000 per year (two semesters) for the fiscal year 1975-76 for all candidates for the degree of Doctor of Medicine in the School of Medicine and Health Sciences.This increase in tuition rate was necessitated by the anticipated impact of inflation and on the projection of a recently (mid-December) proposed decrease in the funding support provided by the District of Columbia Medical and Dental Manpower Act, a Federal Government program.The combination of the projected increase in expenses due to inflation and decrease in income totals approximately $900,000 and the increase of $1600 per student above the original approved $3400 per student will yield an amount approximately equal to the projected gap.The operations of the School of Medicine and Health Sciences are planned to proceed on a no-growth basis; that is, there will be no increase in staffing or in other aspects of the programs of the School.

In addition, the Board of Trustees also approved a maximum tuition rate for the academic year 1976-1977 of $12,500 for each candidate for the degree of Doctor of Medicine.The exact amount, which will be set by the President of the University under authority granted him by the Trustees will be determined when the extent of the impact of cost increases and the anticipated loss of funding support from such federal programs as the Medical and Dental Manpower Act and the Health Professions Capitation Grant Program are determined.Continuation of current rates of inflation combined with total loss of funding support from federal programs would necessitate the maximum $12,500 tuition rate for 1976-77.Both local and national efforts to provide financial support to students continue; and should efforts to secure funding support to the School prove fruitful, tuition will be set at the lowest feasible figure.[Emphasis in original.]

On August 7, 1975, appellants initiated this action, arguing below that the new tuition rates were instituted in breach of their contracts with the University as evidenced by the projected increases in the University's bulletin.They are renewing this contention on appeal.

Summary judgment is appropriate only when the pleadings and affidavits before the court show that there is no issue as to any material fact, and the moving party is entitled to judgment as a matter of law.Johnson v. Inter-City Mortgage Corp., D.C. App., 366 A.2d 435, 436(1976);Super.Ct. Civ.R. 56(c).²Since there is no dispute as to any material fact in the instant case, our question becomes one of whether appellee was entitled to a grant of summary judgment as a matter of law.

Appellants' first contention on appeal is that the tuition estimates in the bulletin contractually bound the University to tuition increases of only $200 per year unless it could prove that "future economic data" warranted an adjustment in that estimate.They aver that no adequate explanation was given for the $1,800 increase they were actually charged, and urge therefore that the University breached a contractual obligation it owed to them.In light of the language of the bulletin, we find this contention to be without merit.

All of the parties in the instant case admit what is a general rule — that the relationship between a university and its students is contractual in nature.It is also accepted that the terms set down in a university's bulletin become a part of that contract.SeeZumbrun v. University of Southern California,25 Cal.App.3d 1, 10, 101 Cal.Rptr. 499, 504(1972);University of Miami v. Militana,184 So.2d 701, 704(Fla. Dist.Ct.App.1966);Auser v. Cornell University,71 Misc.2d 1084, 1088, 337 N.Y.S.2d 878, 882(Sup.Ct.1972).However, the mere fact that the bulletin contained language regarding projected tuition increases is not enough to support a finding that the language amounted to a contractual obligation.³University bulletins customarily contain a great deal of information concerning what the prospective student may expect when he or she enters the university community.Whether a given section of the bulletin also becomes part of the contractual obligations between the students and the university, then, must depend upon general principles of contract construction.

In construing the terms of a contract, the document itself must be viewed as a whole.It has been noted that:

In ascertaining intent, we consider not only the language used in the contract but also the circumstances surrounding the making of the contract, the motives of the parties and the purposes which they sought to accomplish. . . .

[Connecticut Co. v. Division 425, Amalgamated Street, Electric Ry. & Motor Coach Employees,147 Conn. 608, 616, 164 A.2d 413, 417(1960).]

See alsoGellatly Construction Co. v. City of Bridgeport,149 Conn. 588, 593, 182 A.2d 625, 627-28(1962).Furthermore, the terms of the document are to be given their common meaning.National Symphony Orchestra Ass'n v. Konevsky, D.C.Mun.App., 44 A.2d 694, 695(1945);seeMascaro v. Snelling & Snelling of Baltimore, Inc.,250 Md. 215, 229, 243 A.2d 1, 9, cert. denied,393 U.S. 981, 89 S.Ct. 451, 21 L.Ed.2d 442(1968);J. E. Hathman, Inc. v. Sigma Alpha Epsilon Club,491 S.W.2d 261, 264(Mo.1973)(en banc).In arriving at that meaning, the court should view the language of the document as would a reasonable person in the position of the parties.Minmar Builders, Inc. v. Beltway Excavators, Inc., D.C.App., 246 A.2d 784, 786(1968);seeRay v. William G. Eurice & Bros.,201 Md. 115, 93 A.2d 272, 279(Md.Ct.App.1952);Borough of West Caldwell v. Borough of Caldwell,26 N.J. 9, 24, 138 A.2d 402, 410(1958).

Appellants contend in their brief that, taken individually, the words "estimated,""approximate," and "projected," found in the tuition paragraph in the bulletin, do not render the paragraph too illusory to be construed as laying down a contractual obligation on the part of the University.We do not find this approach to be persuasive.While it is true that any of those words, standing alone and in a different context, might not make a statement too indefinite to be enforced as a contractual obligation, it has been well noted that:

Words . . . do not always have the same import, and frequently nuances of meaning are sharply revealed by their association with other words, for . . . they are known by the company they keep . . . [Smedley Co. v. Employers Mutual Liability Insurance Co.,143 Conn. 510, 515, 123 A.2d 755, 758(1956).]

See alsoGellatly Construction Co. v. City of Bridgeport, supra;Bertrand v. Jones,58 N.J.Super. 273, 283, 156 A.2d 161, 167(1959);North way Village No. 3, Inc. v. North way Properties, Inc.,430 Pa. 499, 505-06, 244 A.2d 47, 50(1968).Viewing the pertinent language as a whole, in the context of a university bulletin, we cannot conclude that a reasonable person would have assumed that the University intended to bind itself by the construction appellants urge on us.The Restatement of Contracts§ 32(1932), provides:

An offer must be so definite in its terms, or require such definite terms...