
USCA1 Opinion

	




                            UNITED STATES COURT OF APPEALS                                FOR THE FIRST CIRCUIT                                 ____________________          No. 96-2333                                    GAURAV MANGLA,                                Plaintiff - Appellant,                                          v.                                  BROWN UNIVERSITY,                                Defendant - Appellee.                                 ____________________                     APPEAL FROM THE UNITED STATES DISTRICT COURT                           FOR THE DISTRICT OF RHODE ISLAND                     [Hon. Ernest C. Torres, U.S. District Judge]                                             ___________________                                 ____________________                                        Before                                Boudin, Circuit Judge,                                        _____________                        John R. Gibson,* Senior Circuit Judge,                                         ____________________                         and Pollak,** Senior District Judge.                                       _____________________                                _____________________               Douglas A. Giron for appellant.               ________________               Christopher H. Little,  with whom John E. Bulman  and Little               _____________________             ______________      ______          Bulman & Reardon, P.C. were on brief for appellee.          ______________________                                 ____________________                                   February 2, 1998                                 ____________________                                        ____________________          *  Of the Eighth Circuit, sitting by designation.          **    Of  the  Eastern  District  of  Pennsylvania,  sitting   by          designation.                    JOHN  R. GIBSON, Senior  Circuit Judge.   Gaurav Mangla                    JOHN  R. GIBSON, Senior  Circuit Judge.                                     _____________________          appeals from a  judgment as a matter  of law entered in  favor of          Brown University following a trial  on his breach of contract and          promissory  estoppel claims.   He argues that  the district court          erred in granting judgment, as a reasonable jury could have found          that Brown breached  the contract, acted  arbitrarily and in  bad          faith, and that Brown was  estopped from denying him admission to          the graduate school.  He  argues that the court improperly raised          certain evidence  and overlooked and misconstrued  other evidence          in  reaching  this decision.    We  affirm  the judgment  of  the          district court.                    Mangla applied  for  admission to  the  Brown  Graduate          School in  September  1993, and  was admitted  as a  probationary          special  student,   a  category of  enrollment  that permits  the          taking of  graduate level  courses but which  is not in  itself a          degree program.   His admission in this capacity  was recommended          by the Computer  Science Department and approved  by the graduate          council.   Associate Dean Joan Lusk met  with Mangla at that time          and explained to him that  his admission was probationary because          he lacked  the requisite academic  background or  course work  in          computer science.  Lusk further told   Mangla that in order to be          admitted to  the  degree program  he would  need to  successfully          complete course  work in the Computer Science Department.  Mangla          claims  to have  satisfactorily  completed  seven  of  the  eight          courses required for a Master's degree.                                          -2-                    After completing such course  work, Mangla inquired  of          Dean  Lusk about his probationary status,  and she instructed him          to  obtain  a faculty  advisor  for  his  Master's Project.    In          response,  Mangla obtained a  letter signed by  Professor Stanley          Zdonik, stating that Mangla "will be working under my supervision          for  his Master's project."   Mangla claims  that at the  time he          believed  the letter  served as  a  letter of  recommendation for          admission into the degree program.                    In  September  1995,  Brown informed  Mangla  that  his          special student status was discontinued  and that he had not been          admitted into  the Master's program.   Mangla thereafter  filed a          new,  formal application for admission into the Master's program.          The  Computer   Science  Department  faculty   reviewed  the  new          application and voted  to recommend that Mangla's  application be          denied.  Mangla then appealed to the Graduate Council which voted          unanimously to uphold the department's decision.                    Mangla brought this  action for breach of  contract and          promissory  estoppel for  Brown's refusal to  admit him  into its          Master's program.  The action was tried before a jury, but at the          close  of evidence, the judge granted judgment as a matter of law          to Brown  and dictated  detailed findings into  the record.   The          district court first decided that there was no breach of contract          because Mangla  knew  that one  of the  things he  had  to do  in          performing his  side of  the contract was  to obtain  a favorable          recommendation from the  Computer Science Department faculty  and          there was no evidence that  any such recommendation was obtained.                                         -3-          The court acknowledged Mangla's testimony that Dean Lusk told him          he would absolutely be admitted if he passed his courses or if he          got a faculty  member to act  as his advisor.  The court  stated,          however,  that the  key testimony  was  Mangla's admissions  that          notwithstanding  anything that  Dean Lusk  may have told  him, he          knew that a recommendation from the faculty was a requirement for          his admission into the Master's Program.                    The  court further found  that there was  no promissory          estoppel because there  was no reasonable reliance on  any of the          alleged  representations.   There was  explicit  language in  the          Graduate School manual that even the department does not have the          power to  offer  admission  and that  offers  of  admission  have          binding force only  when made by the Graduate  School in writing.          The court stated  that Mangla's argument that he  was entitled to          the  written  offer   of  admission  is   nothing  more  than   a          circumvention  of the  explicit  requirement  set  forth  in  the          Graduate School manual.  Further,  the district court stated that          it was quite a stretch  to interpret Professor Zdonik's letter as          amounting to  a recommendation by  the Department that  Mangla be          accepted.  Even viewing the letter in the light most favorable to          Mangla, the district  court determined that  it defied logic  and          reason to read  the letter as a recommendation  from the Computer          Science Department.  Thus, the district court held that there was          no issue for the jury to decide, and judgment as a matter of  law          was granted.                                         -4-                                          I.                                          I.                    In ruling on a motion for  judgment as a matter of law,          the  district court must examine  the evidence, and inferences to          be  drawn therefrom,  in the  light  most favorable  to the  non-          movant.  See  Rol n-Alvarado v. Municipality of San  Juan, 1 F.3d                   ___  ______________    _________________________          74, 76 (1st Cir. 1993).  Judgment as a matter  of law may then be          granted "only if  the evidence, viewed from this  perspective, is          such that reasonable  minds could not differ as  to the outcome."          Id. at 77.          ___                    When a judgment as a matter  of law is appealed to this          court,  we must apply precisely the  same criteria that constrain          the district  court. See Gibson v. City of Cranston, 37 F.3d 731,                               ___ ______    ________________          735  (1st  Cir. 1994).    Accordingly,  we  review the  grant  of          judgment as  a  matter of  law under  a de  novo  standard.   See                                                                        ___          Jordan-Milton Mach., Inc.  v. F/V Teresa Marie, II,  978 F.2d 32,          _________________________     ____________________          34 (1st Cir. 1992).                                         II.                                         II.                    Mangla argues  that judgment  as  a matter  of law  was          inappropriate because  a reasonable  jury could  find that  Brown          University breached a contract with Mangla by refusing  to confer          regular degree status upon him.                    The  district   court,  in  this  diversity  case,  was          required to apply the substantive  law of Rhode Island.  However,          after careful research,  we have discovered no case  in which the          Rhode Island courts  have addressed the contractual  relationship          between  a private  academic institution  and its  students.   We                                         -5-          therefore  resolve Mangla's breach of contract claim according to          those  legal principles which we believe  the Rhode Island courts          would most likely adopt.  See Lyons v. Salve Regina  College, 565                                    ___ _____    _____________________          F.2d 200, 202 (1st Cir. 1977), cert. denied, 435 U.S. 971 (1978).                                         _____ ______                    The   student-college   relationship   is   essentially          contractual in nature.  See  Russell v. Salve Regina College, 938                                  ___  _______    ____________________          F.2d  315, 316 (1st  Cir. 1991).   The terms of  the contract may          include statements provided in  student manuals and  registration          materials.  See Lyons, 565 F.2d at 202 (construing College Manual                      ___ _____          and Academic Information booklet as terms of a contract between a          student  and college).  The proper  standard for interpreting the          contractual  terms is  that of  "reasonable  expectation --  what          meaning  the  party  making  the  manifestation,  the university,          should  reasonably expect  the  other  party to  give  it."   Id.                                                                        ___          (quoting  Giles  v.  Howard University,  428  F.  Supp. 603,  605                    _____      _________________          (D.D.C. 1977)).                    Mangla maintains that he reasonably expected that if he          satisfactorily performed his  course work and obtained  a sponsor          for  his master's  project he  would  be admitted  as a  master's          degree  candidate in  the Computer  Science  Department.   Mangla          bases his claim on the  alleged statements of Associate Dean Lusk          and members of the Computer Science Department faculty.  However,          Brown University's graduate school catalog specifically provided:                      Caveat.    Applicants are  asked  to take                      particular notice  of the  fact that  the                      individual  academic  departments,  while                      having  a  major role  in  evaluating the                      applications  of all  candidates, do  not                      have  the power  to offer  admission, and                                         -6-                      that  offers  of admission  have  binding                      force  only  when  made  by the  Graduate                      School in  writing over the  signature of                      the Dean  of the Graduate  School or  her                      representative.                    By its terms,  this provision divested faculty  members          of  any authority  to  promise  admission  or  to  determine  the          necessary prerequisites for admission.  Because the provision was          included in the  graduate school catalog, Brown  could reasonably          expect  students  to  be  aware of  the  policy.    Thus,  it was          reasonable for Brown to  expect its students not to  rely on oral          statements by individual  faculty members as binding  promises by          the university.                    Likewise, the statements of Associate Dean Lusk did not          give  Mangla   a  right   to  be  admitted.     As   an  apparent          representative of  the Dean of the Graduate School, Lusk arguably          had  the  authority to  offer  admission.   The  caveat, however,          restricted  the acceptable  form of  such  an offer  to a  signed          writing.   Mangla concedes  that no such  writing exists  in this          case.   Therefore,  the language of  the graduate  school catalog          seriously compromises Mangla's claim that Lusk's  statements gave          him a contractual right to be offered admission.                    As  Mangla  correctly  asserts,   the  graduate  school          catalog is not  a wholly integrated contract but  instead is only          one part of a  more complex contractual relationship between  the          student and  the college.   We do  not foreclose  the possibility          that, under certain circumstances, the  university could obligate          itself through the actions and  oral statements of its officials,                                         -7-          despite the language of the caveat provision.  A reasonable jury,          however, could  not find that  such circumstances  exist in  this          case.                    Particularly fatal to  Mangla's contract claim in  this          case  was  his  failure  to  secure  a  recommendation  from  the          department faculty.  Mangla admitted at  trial that he understood          that a faculty recommendation was a prerequisite to his admission          as  a  regular degree  candidate.    Mangla maintains  that  this          requirement was reasonably  met by a  letter signed by  Professor          Zdonik, a member of the Computer Science department faculty.  The          Zdonik  letter  does  not,  however,  recommend  that  Mangla  be          admitted.   Rather,  the letter,  addressed "To  whomever  it may          concern," identifies Mangla  as a graduate student  working under          Zdonik's supervision "for his Master's project" and requests that          Mangla be  provided with  help and the  use of resources  for his          research while living in Princeton,  New Jersey.  Mangla does not          claim to have  informed Zdonik of his intent to use the letter as          a letter of recommendation.  Indeed, Mangla does not even contend          the letter  was a  faculty recommendation,  but instead  contends          that  he  reasonably  believed  it  was  the  "equivalent   of  a          recommendation."   No reasonable jury  could find that the letter          signed  by  Zdonik  reasonably fulfilled  the  prerequisite  of a          faculty recommendation.   As a  result, no reasonable  jury could          conclude that  Brown should  have reasonably  expected Mangla  to          believe  that the university was contractually obligated to admit          him.                                         -8-                                         III.                                         III.                    Mangla  argues that a  jury could reasonably  find that          Brown  acted arbitrarily  or in  bad faith  in refusing  to admit          Mangla  as  a  regular  degree candidate.    Brown  responds that          Mangla's  claim   of   arbitrariness  must   fail   because   the          university's   decision   did  not   substantially   depart  from          established academic norms.                    Under Rhode  Island law,  contracts contain an  implied          duty of good faith  and fair dealing.  See A.A.A.  Pool Service &                                                 ___ ______________________          Supply, Inc.  v. Aetna Casualty &  Surety Co., 395 A.2d  724, 725          ____________     ____________________________          (R.I. 1978).  Because the parties  do not  contend otherwise,  we          assume for  the purposes  of argument that  Brown's duty  of good          faith   extended  to  its  review  of  Mangla's  application  for          admission as a degree candidate.   We thus turn our focus to  the          question of whether Brown met that duty.                    The decision to grant or deny admission to a student is          a quintessential matter  of academic judgment.   Courts have long          recognized that matters of academic judgment are generally better          left to  the educational institutions  than to the  judiciary and          have accorded  great deference where  such matters are  at issue.          As the Supreme Court stated  in Regents of University of Michigan                                          _________________________________          v. Ewing,  474 U.S. 214,  225 (1985), "Plainly, [judges]  may not             _____          override  [the faculty's professional judgment] unless it is such          a  substantial departure  from  accepted  academic  norms  as  to          demonstrate  that the  person or  committee  responsible did  not          actually exercise professional judgment."                                         -9-                    Applying the standard of deference enunciated in Ewing,                                                                     _____          we conclude that  no reasonable jury could find  that Brown acted          arbitrarily  or in  bad faith in  refusing to  admit Mangla  as a          regular  degree  candidate.    The  Computer  Science  Department          recommended  against Mangla's admission on the ground that Mangla          did  not  demonstrate an  ability  to undertake  the  research or          independent work required for a  Master's thesis or project.  The          department's position was  based in part on  negative assessments          of  Mangla's research capabilities provided by professors who had          supervised Mangla's previous attempts at a research project.                    Mangla argues  the department's decision  was arbitrary          and in bad faith  because he was never informed that  he would be          judged  on  his  ability  to do  independent  research.   Mangla,          however,  was aware  that  a  Master's thesis  or  project was  a          necessary component  of the Master's  program.  We believe  it is          self-evident  that  a  committee evaluating  an  application  for          admission into  a Master's  program would  be concerned  with the          applicant's  prospects  of  successfully  completing  the  degree          requirements.                    The  evidence  establishes  that  Brown  judged  Mangla          according  to legitimate criteria and  had a sufficient basis for          believing that Mangla did not meet those criteria.  Consequently,          no reasonable jury could infer that Brown acted arbitrarily or in          bad  faith when  it  decided  not to  admit  Mangla  as a  degree          candidate.                                         IV.                                         IV.                                         -10-                    Finally,  Mangla argues  that a  reasonable  jury could          have  found Brown  liable on  a promissory  estoppel theory.   We          reject his argument.                    Under Rhode Island  law, "A promise which  the promisor          should reasonably expect to  induce action or forbearance on  the          part of the promisee or a third person and which does induce such          action or forbearance is binding if injustice can be avoided only          by  enforcement  of  the  promise."    B.M.L.  Corp.  v.  Greater                                                 _____________      _______          Providence Deposit Corp.,  et al., 495 A.2d 675,  677 (R.I. 1985)          _________________________________          (quoting 1  Restatement (Second) Contracts    90 at  242 (1981)).          Thus, the proper focus of our inquiry is again  on the reasonable          expectations of the party making the manifestation.                    As  we have previously discussed, Brown should not have          reasonably expected Mangla to rely on the oral statements of Dean          Lusk or the  individual faculty  members as  binding promises  of          admission.  Therefore, we uphold the district court's ruling that          no  reasonable  jury could  find  that  Brown was  estopped  from          denying Mangla admission as a Master's degree candidate.                    We affirm the judgment as  a matter of law in favor  of                       ______          Brown University.                                          -11-
