Dodge v. Trustees of Randolph-Macon

• Decision Date: 06 June 2008
• Docket Number: Record No. 070843.
• Citation: 276 Va. 1,661 S.E.2d 801
• Court: Virginia Supreme Court
• Parties: Jenna DODGE, et al. v. TRUSTEES OF RANDOLPH-MACON WOMAN'S COLLEGE, d/b/a Randolph-Macon Woman's College.

661 S.E.2d 801

276 Va. 1

Jenna DODGE, et al. v. TRUSTEES OF RANDOLPH-MACON WOMAN'S COLLEGE, d/b/a Randolph-Macon Woman's College.

Record No. 070843.

Supreme Court of Virginia.

June 6, 2008.

Wyatt Durrette, Jr. (Barrett E. Pope; Christine A. Williams; DurretteBradshaw, on briefs), Richmond, for appellants.

Edward J. Fuhr (Eric H. Feiler; Terence J. Rasmussen; Hunton & Williams, on brief), Richmond, for appellee.

Present: HASSELL, C.J., KEENAN, KOONTZ, KINSER, LEMONS, and AGEE, JJ., and RUSSELL, S.J.

OPINION BY Chief Justice LEROY R. HASSELL, SR.

The narrow issue that we consider in this appeal is whether the plaintiffs pled a cause of action for breach of a contract that purportedly entitled them to receive a college education in a predominantly female academic environment for four years.

The plaintiffs, Jenna Dodge, Sarah Hassmer, Hayley J. Maxwell, Laura McKean-Peraza, Kelsey McCune, Jennifer C. Mullins, Rebekah Lynn Pauli, Jessica Whittle, and Mary Elizabeth Yardley, filed their complaint against the Trustees of Randolph-Macon Woman's College, a Virginia nonstock corporation. The plaintiffs are students at the Randolph-Macon Woman's College, a predominantly female liberal arts college for approximately 115 years.

The plaintiffs alleged in their complaint 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."

The plaintiffs allege in the complaint that they chose to attend the College "specifically in order to obtain a four-year liberal arts college degree . . . in a single-sex environment." The plaintiffs allege that the College's 2005-07 Academic Catalog states: "Last, and most important, Randolph-Macon Woman's College offers an education fully and completely directed toward women. In a time of increasing opportunities for women, it is essential that the undergraduate years help the student build confidence, establish identity, and explore opportunities for careers and for service to the society that awaits her."

According to the plaintiffs' allegations, the College announced in August 2006 that its Trustees would approve a strategic plan that included, among other things, a transition from a predominantly female educational institution to a coeducational college that would offer a new curriculum identified as "global honors."

The plaintiffs allege that when the Trustees approved the strategic plan, the College anticipatorily breached its contracts with them. The plaintiffs asked that the circuit court enter a declaration that the College breached its contracts, and the plaintiffs sought an injunction requiring the College to remain a predominantly women's college until the fall of 2010, when all the plaintiffs would have graduated.

The College filed a motion for a "bill of particulars and craving oyer." The litigants agreed upon an order requiring the plaintiffs to file a bill of particulars and the documents that the plaintiffs claim comprise their contracts with the College.

The plaintiffs filed a bill of particulars and they alleged the following: "There is only one contract between each one of the [p]laintiffs and Randolph-Macon Woman's College" and that a contract was established when they "accepted their respective offers and matriculated according to [the College's] schedule for their respective initial academic years to begin their promised four-year education at [Randolph-Macon Woman's College]." The plaintiffs attached numerous documents to their bill of particulars that purportedly contain the contract, including: letters of offers of admission from the College's Admissions Committee; correspondence, including e-mail, among the College's representatives and the students; and the College's 2005-07 Academic Catalog.

The College filed a demurrer and asserted that the plaintiffs failed to identify or plead the existence of a contract between the plaintiffs and the College in the bill of particulars and attached documents. The circuit court considered the pleadings, documents, and legal memoranda and entered an order sustaining the demurrer and dismissing the complaint. The plaintiffs appeal.

The plaintiffs contend that they pled a cause of action for breach of contract. The plaintiffs assert that the relevant terms of their contracts with the College are contained in the standardized acceptance letters that the plaintiffs received from the College and other documents. Continuing, the plaintiffs argue that the following paragraph in their complaint contains facts sufficient to establish the existence of a contract:

"When [the plaintiffs] accepted [the College's] offers of admission, paid tuition and other fees, and registered for classes, a contract was formed between them and the school, which, inter alia, 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."

We disagree with the plaintiffs' contentions.

The principles governing our review of a circuit court's consideration of a demurrer are well established. A demurrer admits the truth of all properly pleaded material facts. "All reasonable factual inferences fairly and justly drawn from the facts alleged must be considered in aid of the pleading. However, a demurrer does not admit the correctness of the pleader's conclusions of law." Fox v. Custis, 236 Va. 69, 71, 372 S.E.2d 373, 374 (1988); accord Tronfeld v. Nationwide Mut. Ins. Co., 272 Va. 709, 713, 636 S.E.2d 447, 449 (2006); Fuste v. Riverside Healthcare Ass'n, 265 Va. 127, 131-32, 575 S.E.2d 858, 861 (2003).

When, as in this case, the circuit court grants a demurrant's motion craving oyer, the circuit court in ruling on the demurrer may properly consider the facts alleged as amplified by any written documents added to the record as a result of the motion. Ward's Equipment, Inc. v. New Holland N. Am., Inc., 254 Va. 379, 382, 493 S.E.2d 516, 518 (1997); Hechler Chevrolet, Inc. v. General Motors Corp., 230 Va. 396, 398, 337 S.E.2d 744, 746 (1985). A circuit court "considering a demurrer may ignore a party's factual allegations contradicted by the terms of authentic, unambiguous documents that properly are a part of the pleadings." Ward's Equipment, Inc., 254 Va. at 382, 493 S.E.2d at 518.

Additionally, "[i]t is fundamental that no person may be subjected by law to a contractual obligation, unless the character of the obligation is definitely fixed by an express or implied agreement of the parties. In order to be binding, an agreement must be definite and certain as to its terms and requirements; it must identify the subject matter and spell out the essential commitments and agreements with respect thereto." Progressive Constr. Co. v. Thumm, 209 Va. 24, 30-31, 161 S.E.2d 687, 691 (1968) (citation omitted). The terms of the contract must be clear, definite, and explicit. See Judicial Inquiry and Review Commission of Va. v. Elliott, 272 Va. 97, 119, 630 S.E.2d 485, 496 (2006); Chang v. First Colonial Savings Bank, 242 Va. 388, 391, 410 S.E.2d 928, 930 (1991). A contract must be sufficiently definite to enable a court to give the contract an exact meaning, and the contract must obligate the contracting par...