UNITED STATES DISTRICT COURT
FOR THE DISTRICT OF lCOLUMBIA

BRENDAN RICHTER,
Plaintiff,
Civil Case No. 18-00583 (RJL)

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THE CATHOLIC UNIVERSITY
OF AMERICA,

FILED

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Defendant.

 

Brendan Richter (“Richter” or “plaintift") brought this action against The Catholic
University of America (“CUA” or “defendant”) for breaches of contract and the implied
covenant of good faith and fair dealing. Plaintiff claims that CUA is contractually liable
for its allegedly improper handling of his academic dismissal from CUA’s Columbus
School of Law (“CUA Law”) during and after his first year as a law student. CUA moved
to dismiss the action for failure to state a claim under Federal Rule of Civil Procedure
l2(b)(6). Upon consideration of the pleadings and the relevant law, and for the reasons
stated below, defendant’s motion to dismiss is GRANTED, and this case is DISMISSED.

BACKGROUND

Plaintiff vvas enrolled as a law student at CUA Law for the 2016-2017 academic
year. Am. Compl. W 7~8 [Dkt. # 4]. He finished his fall semester with a 2.021 grade point
average (“GPA”), vvhich, under CUA Law’s Academic Rules, required him to participate

in the Academic Excellence Program (“AEP”). Id. at W 9~1 l; CUA Law Academic Rules,
l

Sec. XXVIH [Dkt. # 8-3] (requiring first-year students in bottom 30 percent of class or who
received a C- or lower to participate in the AEP by developing and implementing an
approved “written individual academic plan”).l Richter’s first-semester GPA also put him
at risk of running afoul of CUA Law’s “general policy” that “[s]tudents who attain a
cumulative grade point average at the end of their first year or thereafter of less than 2.5
will be excluded from CUA Law.” CUA Law Academic Rules, Sec. VI.A, Vl.B.l. The
Academic Rules outline a procedure for excluded students to petition for readmission
“upon a showing of special circumstances.” Id. at Sec. VI.B.I.

On February 3, 2017, plaintiff signed an AEP Plan reflecting CUA Law’s “concerns
about [his] academic progress” and restating CUA Law’s policy that students with a
cumulative first-year GPA below 2.50 will be academically dismissed AEP Plan [Dkt.
# 8-2]. By signing the AEP Plan, Richter committed to, inter alia, “attend one of [his]
professor’s office hours and ask questions about [his] work once a week.” Id.; Am. Compl.
1l 13. According to the Amended Complaint, Richter did not meet regularly with his

Constitutional Law professor because the professor’s “office hours were frequently booked

by other students and [the professor] would not make other arrangements to meet with”

 

l CUA attached several exhibits to its motion to dismiss, including CUA Law’s
Academic Rules, plaintiff’s signed certification that he read the Academic Rules, and
plaintiff’ s AEP Plan. See [Dkt. ## 8-2_8-4]. These documents are properly before me at
this stage. See, e.g., Kaempe v. Myers, 367 F.3d 958, 965 (D.C. Cir. 2004) (on motion to
dismiss, court may consider documents “appended to [a motion to dismiss] and whose
authenticity is not disputed” if they are “referred to in the complaint and are integral” to a
claim); Navab-Safavi v. Broaa’. Bd. of Governors, 650 F.Supp.?.d 40, 56 n.5 (D.D.C. 2009)
(considering exhibit to motion to dismiss “upon which the complaint necessarily relie[d]”
and whose authenticity plaintiff did not dispute).

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Richter “individually” because he viewed such meetings as “preferential treatment.” Am.
Compl. 1111 45-47. Plaintiff thus could only attend “a group question and answer session”
with the professor, “rather than [an] individual meeting.” Ia’. 11 47. Richter alleges that
because he (like his classmates) could not benefit from private sessions with the professor,
he had “to devote a substantial amount of additional time to Constitutional Law,” which
“divert[ed] his attention from and undermin[ed] his efforts in other classes,” leading to
lower grades. Ia’. 11 49.

Plaintiff finished the spring semester with a 1.709 GPA, bringing his cumulative
GPA down to 1.865. Ia’. 11 26. Because his GPA was below 2.50, CUA Law informed
plaintiff in a June 9, 2017 letter that he would not be permitted to continue as a CUA Law
student. Id. 11 27. About six weeks later, on July 24, Richter, through counsel, requested a
letter from CUA Law stating that, despite his academic disqualification, he possessed the
capacity to complete his legal education and be admitted to the bar, in accordance with
American Bar Association (“ABA”) Standard 501(c). Ia’. 1111 29-32. CUA Law did not
respond to Richter’s request in writing; rather, CUA Law’s counsel indicated to Richter’s
counsel that CUA Law did not intend to provide such a letter. Id. 1111 34-35. Plaintiff
alleges that he consequently “was unable to seek admission to an ABA-accredited law
school for either the F all 2017 or Spring 2018 semesters.” Id. 11 36.

On March 15, 2018, Richter brought this action against CUA for breach of contract
and breach of the implied covenant of good faith and fair dealing under D.C. law. See
Compl. [Dkt. # 1]. He amended his complaint on June 5, 2018 to add new allegations

regarding CUA Law’s grading curve and additional allegations about his Constitutional

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Law professor’s office hours. See Am. Compl. On July 3, 2018, CUA moved to dismiss
Richter’s claims under Federal Rule of Civil Procedure 12(b)(6), see Def.’s Mot. to
Dismiss [Dkt. ## 8, 8-1], and Richter filed his response on July 30, 2018, see Pl.’s Opp’n
[Dkt. # 11]. CUA filed a reply in support of its motion on August 15, 2018. See Def.’s
Reply [Dkt. # 14].

LEGAL STANDARD

A Rule 12(b)(6) motion to dismiss “tests the legal sufficiency of` a complaint.”
Brownz'ng v. Clinton, 292 F.3d 235, 242 (D.C. Cir. 2002). To survive a motion to dismiss,
a complaint “must contain sufficient factual matter, accepted as true, to state a claim to
reliefthat is plausible on its face.” Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009) (internal
quotation marks omitted). A claim is facially plausible when the complaint allegations
allow the Court to “draw the reasonable inference that the defendant is liable for the
misconduct alleged.” Id. Although the standard does not amount to a “probability
requirement,” it does require more than a “sheer possibility that a defendant has acted
unlawfully.” Ia’. “Threadbare recitals of the elements of a cause of action, supported by
mere conclusory statements,” are not sufficient to state a claim. Iqbal, 556 U.S. at 678.

In resolving a Rule 12(b)(6) motion, the Court “assumes the truth of all well-pleaded
factual allegations in the complaint and construes reasonable inferences from those
allegations in the plaintiff"s favor[.]” Sissel v. U.S. Dep ’t of Healz‘h & Human Servs., 760
F.3d 1, 4 (D.C. Cir. 2014). In addition to the complaint’s factual allegations, the Court
may consider “documents attached to or incorporated in the complaint, matters of which

courts may take judicial notice, and documents appended to a motion to dismiss whose

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authenticity is not disputed, if they are referred to in the complaint and integral to a claim.”
Harrl`s v. Amalgamatea’ Transit Unz`on Local 689,` 825 F.Supp.2d 82, 85 (D.D.C. 2011).
ANALYSIS 1

In his Amended Complaint, plaintiff claims that he had an express and implied
contract with CUA and that, by mishandling his academic dismissal, CUA breached that
contract and the covenant of good faith and fair dealing implicit in it. See Am. Compl.
1111 52-80. I will address these contentions in turn.

I. Breach of Contract

Under D.C. law, “[t]o prevail on a claim of breach of contract, a party must establish
(l) a valid contract between the parties; (2) an obligation or duty arising out of the contract;
(3) a breach of that duty; and (4) damages caused by breach.” Brown v. Sessoms, 774 F.3d
1016, 1024 (D.C. Cir. 2014) (quoting Tsim‘olas Really Co. v. Mena’ez, 984 A.2d 181, 187
(D.C. 2009)).

The “general rule” in D.C. is that “the relationship between a university and its
students is contractual in nature[.]” Manago v. District of Columbia, 934 A.2d 925, 927
(D.C. 2007) (internal quotation marks omitted). That general proposition, however, does
not absolve plaintiff of his burden as “[t]he party asserting the existence of an enforceable
contract” to “prov[e] that the parties entered into an enforceable contract.” Ponder v. Chase
Home Fz`n., LLC, 666 F.Supp.2d 45, 48 (D.D.C. 2009) (citations omitted). “F or a contract
to be enforceable, the parties must (1) express an intent to be bound, (2) agree to all material
terms, and (3) assume mutual obligations.” Dyer v. Bilaal, 983 A.2d 349, 356 (D.C. 2009).

“ln the absence of a valid agreement, a breach of contract claim cannot be sustained.”

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Cambrl'a'ge Ho[a’z'ngs Grp., Inc. v. Fea’. Ins. Co., 357 F.Supp.2d 89, 94 (D.D.C. 2004)
(citation omitted).

Richter alleges that he and CUA had a valid contract “in connection with rights
explicitly guaranteed by” CUA Law’s Academic Rules, CUA’s so-called “Grievance
Procedures,” and the AEP Plan. Am. Compl. 11 53.. Although CUA apparently concedes
that CUA Law’s Academic Rules constitute an enforceable contract between it and Richter,
see Def.’s Mot. to Dismiss at 6, “[t]he determination whether an enforceable contract
exists” in the first instance “is a question of law” forthe Court to resolve. Kramer Assocs.,
Inc. v. Ikam, Ltd., 888 A.2d 247, 251 (D.C. 2005) (quoting Rosenthal v. Nal"l Produce Co.,
573 A.2d 365, 369 n. 9 (D.C. 1990)). Admittedly, whether the Academic Rules are a valid
contractual agreement under D.C. law is a close question, and several of my colleagues on
this Court have reached different conclusions on similar issues. lt is true as a general matter
that “the contract between a university and its students can include disciplinary codes and
other communications from a university to its students.” Doe v. George Washz'ngton Unz`v.,
321 F.Supp.3d 118, 123 (D.D.C. 2018) (Collyer, J.),. In Doe, for example, the Court held
that GW’s Code of Conduct was a contract that bound the university because it set forth
“clear procedures that impose[d] requirements” on GW, to which GW “expressed a clear
intent to be bound.” Id. at 124; see Pria’e v. Howara’ Univ., 384 A.2d 31, 35 (D.C. 1978)
(university code of conduct provisions constituted contract terms based on the university’s
“usual practices surrounding [the] contractual relationship”).

The present case, however, is more akin to Mosby-Nickens v. Howam’ Um'v., 864

F.Supp.2d 93 (D.D.C. 2012) (Berman Jackson, J.). In that case, the Court held that the

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plaintiff had failed to establish that Howard University’s Graduate School Rules and
Regulations were an enforceable contract because she identified neither “language in the
document that demonstrate[d] Howard’s intent to be bound by its terms,” nor “any other
indication, such as signatures of the parties, that would demonstrate such intent.” Ia’. at 99;
See also id. at 98 (collecting cases from other jurisdictions refusing “to construe university
handbooks as binding, unchangeable contracts”); Shz'nabargar v. Ba’. of Trustees of Um`v.
of District of Columbl`a, 164 F.Supp.3d 1, 29 (D.D-.C. 2016) (university honor code was
not an enforceable contract because it lacked an intent to be bound and mutuality of
obligation).

Here, as in Mosby-Nickens, CUA Law’s Academic Rules “appear[] to be intended
as a means for [CUA Law] to communicate its expectations regarding academic conduct
to its students,” not an intentional effort by the university to bind itself to the Rules’
. provisions. 864 F.Supp.2d at 99; see, e.g., CUA Law Academic Rules, J.D. Program
Preface (Academic Rules are effective at “date of publication” and at any time, “the faculty
may promulgate new rules, alter, or amend the existing Rules”); Academic Rules
Certification Form [Dkt. # 8-4] (document certifying that Richter read the Academic Rules,
signed only by Richter). Moreover, plaintiff does not allege that CUA Law’s usual
practice, or custom, in administering its Academic Rules serves as alternative proof of its

intent to be bound by the terms contained therein. 4 Cf. Prz'a’e, 384 A.2d at 35 .2 And the

 

2 Although Richter alleges a “practice of permitting students with GPAs below 2.50
to” continue as students, Am. Compl. 11 66, it is not clear how that allegation is relevant to
his contractual breach claim. Richter does not allege that his academic dismissal was itself
a breach. To the contrary, he concedes that the AEP Plan contemplated academic

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Amended Complaint does not explain how CUA Law’s Academic Rules reflect obligations
mutually assumed by the law school as well as its students. Cf Dyer, 983 A.2d at 357
(“l\/Iutuality exists when each party agrees to do something it otherwise is under no legal
obligation to do, or to refrain from doing something it has a legal right to do.”). The
Academic Rules thus are not a valid and enforceable contractual agreement

The remaining documents on which Richter relies present easier questions. The
so-called “Grievance Procedures” are referenced only once in the Amended Complaint,
and plaintiff provides no factual allegations regarding the nature of the document, its
subject matter, or its terms. See Am. Compl. 11 53.3 The AEP Plan, which is signed only
by Richter, merely reflects the Academic Rules by restating Section Vl’s standard for
academic exclusion and implementing Richter’s preexisting obligations under Section
XXVIII. The document imposes duties and obligations only on Richter; it neither indicates
CUA’s intent to be bound contractually nor obligates CUA to do anything In other words,
the AEP Plan “refers only to what the student must do.” Shz`nabargar, 164 F.Supp.3d at
29. As such, Richter has failed to establish that either the Grievance Procedures or the
AEP Plan are valid components of his alleged contract with CUA. This “complete failure
of proof concerning an essential element of [plaintiff`s] case . . . necessarily renders all

other facts immaterial.” Celolex Corp. v. Catrett, 477 U.S. 317 , 323 (1986).

 

disqualification of CUA Law students who failed “to achieve a cumulative GPA of 2.50 or_
higher” after their first year. Ia’. 11 12. '

3 CUA, for its part, denies that any such document, policy, or procedure exists. See
Def.’s Mot. to Dismiss at 3 n.l, 6-7.

Even if Richter’s contract claim did not fail out of the gate, it still must be dismissed
because plaintiff has not adequately alleged that CUA had or breached any legal duty.
Richter claims that CUA was contractually obligated and failed to: (1) guarantee his “right
to meet regularly with” his Constitutional Law professor, “as proscribed by his [AEP]
Plan”; (2) ensure that the professor “provided adequate instruction and materials to” make
certain that he could sufficiently improve his cumulative GPA; and (3) refuse his spring
tuition payment and prevent him from continuing as a law student in his second semester
because CUA knew that “it was all but impossible for him” to achieve a cumulative 2.50
GPA. Am. Compl. 11 54.

F or reasons already stated, CUA had no such obligations because it did not enter
into an enforceable contract with Richter. But even if it had, the purported breaches are
meritless, to say the least. Nothing in the Amended Complaint suggests that CUA agreed
to guarantee plaintiff a contractual “right to meet regularly” with his professors, nor did
CUA promise to micromanage its faculty members’ schedules to give plaintiff the best
chance possible to improve his grades. lnstead, the'AEP Plan reflects Richter’s unilateral
commitment to attend one of his professor’s office hours each week and ask questions, to
create his own outline and other work product for each course, and to complete at least one
practice exercise for each course each week. See AlEP Plan. lt is laudable that CUA Law
requires struggling students like Richter to pledge to make specific, measurable efforts
aimed at improving their academic performance But the notion that, in so doing, CUA

Law somehow bound itself contractually borders on the absurd.

For these reasons, plaintiff has failed to state a claim for breach of contract under

Rule l2(b)(6).
II. Breach of Implied Covenant of Good Faith and Fair Dealing

Richter also claims that CUA breached the covenant of good faith and fair dealing
implicit in the alleged contract “by making it impossible for [him] to realize the benefit of
his contract and by permitting its agents to act in bad faith and in a manner that interfered
with [his] contractual expectations.” Am. Compl.- 1111 62-63. All contracts contain an
implied covenant of good faith and fair dealing, which prevents either party from “do[ing]
anything which will have the effect of destroying or- injuring the right of the other party to
receive the fruits of the contract.” Nugem‘ v. Unum Life lns. Co. of Am., 752 F.Supp.2d 46,
56 (D.D.C. 2010). To survive a motion to dismiss for breach of the implied covenant, a
plaintiff must allege facts to show that defendant “has taken steps, or refused to take steps,
which ultimately had the effect of destroying or injuring the right . . . to receive the fruits
of the contract.” Ia’. at 57 (internal quotation marks-omitted).

Having failed to establish an enforceable contract, plaintiff once again stumbles out
of the starting block. See, e.g., Mero v. Cily Segway T ours of Washington, DC, LLC, 826
F.Supp.2d 100, 107 (D.D.C. 2011) (“the absence ofacontract alone is sufficient to defeat
[an] implied covenant claim”); Cambrz'dge Hola'l`ngs Grp., lnc. v. Fea’. Ins. Co., 357
F.Supp.2d 89, 96 (D.D.C. 2004) (dismissing implied covenant claim where plaintiff failed
to allege “any express or implied agreement that could give rise to a breach of good faith
and fair dealing”). Even with a contract, however, Richter would fare no better. “[T]o

show that a university breached the implied covenant of good faith and fair dealing, a

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539

plaintiff must allege ‘either bad faith or conduct thatis arbitrary and capricious. Chenarl'
v. George Washz'ngton Um'v., 847 F.3d 740, 745 (D.C. Cir. 2017) (quoting Wright v.
Howard University, 60 A.3d 749, 754~55 (D.C. 2013) (internal quotation marks omitted)).
Richter asserts specifically that CUA “singled [him] out . . . for disparate treatment” by
allowing its professors to interfere with his contractual expectations, by dismissing him
based on his academic performance while allowing other similarly situated students to
continue, and by failing to provide him a letter attesting to his ability to complete his legal
studies and pass the bar, thereby holding Richter’s future “hostage.” Am. Compl. 1111 62-
74.

These allegations are far from enough to show that CUA acted arbitrarily, or in bad
faith. First, there is no factual basis from which to conclude that any CUA Law professor
acted improperly. Second, even taking as non-conclusory fact plaintiff" s attrition-based
conjecture that CUA “exclude[s] few if any students for academic reasons,” Am. Compl.
11 67, the Academic Rules expressly provide for readmission, including immediate
readmission with a faculty waiver, see CUA Law Academic Rules VI.B.1~2. There is
nothing in the Amended Complaint suggesting that other CUA Law students, like plaintiff,
fell below the academic disqualification threshold and did not seek readmission, but, unlike
plaintiff, were permitted to continue into their second year. And even if CUA Law did, as
a general practice and contrary to the Academic Rules, allow students with sub-2.50 GPAs
to continue beyond their first year, there is no reason to believe that such a custom would

apply to someone like Richter whose academic performance declined in his second

semester, even after implementation of the AEP Plan. Third, and for the same reasons,

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plaintiff cannot explain how CUA Law acted improperly by refusing to provide a “letter
. . . indicating that [he] had the capacity to complete'a legal course of study.” Am. C'ompl.
11 30. lt is obvious from the'pleadings that CUA Law did not believe that to be true; after
all, the school disqualified Richter based on his demonstrated lack of academic capacity.
lt would be nonsensical to infer ill will or caprice from CUA Law’s refusal to make a false
representation to its peer institutions4

Moreover, in the present context the “concepts of academic freedom and academic
judgment are so important that courts generally give deference to the discretion exercised
by university officials.” Al[worth v. Howard Um'v., 890 A.2d 19_4, 202 (D.C. 2006). Under
this deferential standard, l am not able to upset an institution’s decision to dismiss a student
unless the student establishes that the decision “is such a substantial departure from
accepted academic norms as to demonstrate that the person or committee responsible did
not actually exercise professional judgment.” Ala’en v. Georgetown Um'v., 734 A.2d 1103,
1109 (D.C. 1999) (quoting Regents of the Unz`v. osz`ch. v. sz`ng, 474 U.S. 214, 225
(1985)). The Academic Rules make clear that any student with a first-year cumulative
GPA below 2.50 would “be excluded from CUA Law.” CUA Law Academic Rules,
Sec. Vl.A. Plaintiff’ s cumulative GPA after his first year was 1.865, considerably lower
than the threshold for academic disqualification Am. Compl. 11 26. The facts in the

Amended Complaint are “not nearly enough to establish evidence from which a fact finder

 

4 Notably, as the Amended Complaint makes clear, the ABA standard in effect at
the time did not so much as reference a letter from the disqualifying school, much less
obligate CUA Law to provide one. See Am. Compl. 1111 29-30.

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could conclude that there was no rational basis for [CUA Law’s] decision” to dismiss
Richter. Baz`n v. Howard Um`v., 968 F.Supp.2d 294, 300 (D.D.C. 2013) (alterations and
internal quotation marks omitted). As such, l will not “substitut[e] [my] judgment
improperly for the academic judgment of the school.” Chenarz`, 847 F.3d at 745 (quoting
Wrz`ght, 60 A.3d at 754~55).
CONCLUSION

F or the foregoing reasons, CUA’s motion to dismiss is hereby GRANTED, and this

case is DISMISSED with prejudice. A separate order consistent with this decision

accompanies this Memorandum Opinion.

 

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