23-1049
Beck v. Manhattan Coll.
United States Court of Appeals
for the Second Circuit
August Term 2023
Argued: June 13, 2024
Decided: April 29, 2025
No. 23-1049
CZIGANY BECK, individually and on behalf
of all others similarly situated,
Plaintiff-Appellant,
v.
MANHATTAN COLLEGE,
Defendant-Appellee.
Appeal from the United States District Court
for the Southern District of New York
No. 20-cv-3229, Louis L. Stanton, Judge.
Before: SULLIVAN, NATHAN, and KAHN, Circuit Judges.
Czigany Beck appeals from a judgment of the United States District Court
for the Southern District of New York (Stanton, J.) dismissing her claims that
Manhattan College breached its implied contract with her or, in the alternative,
was unjustly enriched when it refused to refund a portion of her tuition and fees
after it transitioned to remote learning in response to the COVID-19 pandemic.
Beck argues that our decision in Rynasko v. New York University, 63 F.4th 186 (2d
Cir. 2023), requires that the district court’s judgment be reversed. Manhattan
College argues that subsequent decisions from the Appellate Division of the New
York Supreme Court, Second Department in Croce v. St. Joseph's College of New
York,
195 N.Y.S.3d 210 (2d Dep’t 2023), and the Fourth Department in McCudden
v. Canisius College, No. 23-1865,
2025 WL 814588 (N.Y. App. Div. Mar. 14, 2025),
require that the district court’s judgment be affirmed. Because the parties have
identified a split between how federal and state courts are applying New York
contract-law principles, which implicates significant state policy interests, we
reserve decision on this appeal in order to CERTIFY the following question to the
New York Court of Appeals: whether New York law requires a specific promise to
provide exclusively in-person learning as a prerequisite to the formation of an
implied contract between a university and its students with respect to tuition
payments.
QUESTION CERTIFIED.
PAUL J. DOOLITTLE, Poulin, Willey,
Anastopoulo, LLC, Charleston, SC (Blake G.
Abbott, Poulin, Willey, Anastopoulo, LLC,
Charleston, SC; Edward Toptani, Toptani
Law PLLC, New York, NY, on the brief), for
Plaintiff-Appellant.
JONATHAN B. FELLOWS (Gregory B. Reilly III,
Samuel G. Dobre, on the brief), Bond,
Schoeneck & King PLLC, New York, NY, for
Defendant-Appellee.
RICHARD J. SULLIVAN, Circuit Judge:
Czigany Beck appeals from a judgment of the United States District Court
for the Southern District of New York (Stanton, J.) dismissing her claims that
Manhattan College breached its implied contract with her or, in the alternative,
2
was unjustly enriched when it refused to refund a portion of her tuition and fees
after it transitioned to remote learning in response to the COVID-19 pandemic.
Beck argues that our decision in Rynasko v. New York University, 63 F.4th 186 (2d
Cir. 2023), requires that the district court’s judgment be reversed. Manhattan
College argues that subsequent decisions from the Appellate Division of the New
York Supreme Court, Second Department in Croce v. St. Joseph's College of New
York,
195 N.Y.S.3d 210 (2023), and the Fourth Department in McCudden v. Canisius
College, No. 23-1865,
2025 WL 814588 (N.Y. App. Div. Mar. 14, 2025), require that
the district court’s judgment be affirmed. Because the parties have identified a
split between how federal and state courts are applying New York contract-law
principles, which implicates significant state policy interests, we reserve decision
on this appeal in order to CERTIFY the following question to the New York Court
of Appeals: whether New York law requires a specific promise to provide
exclusively in-person learning as a prerequisite to the formation of an implied
contract between a university and its students with respect to tuition payments.
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I. BACKGROUND
In spring 2020, Beck was a full-time student at Manhattan College, a private
college located in Riverdale, New York. 1 To enroll for the spring semester, Beck
paid tuition and a $685 “Comprehensive Fee,” which covered costs for the campus
health center, student activities, athletics, and other services and experiences.
Beck’s classes and extracurricular activities at Manhattan College were conducted
in person until approximately March 9, 2020, after which the College largely shut
down its campus and transitioned to online classes and programming in response
to the COVID-19 pandemic. Beck alleges that “almost no students were permitted
to be on campus.” J. App’x at 16. Because of these changes, Beck received an in-
person education for only forty-six percent of the spring semester. Nevertheless,
Manhattan College refused to offer refunds for tuition or fees to any student.
On April 23, 2020, Beck brought this putative class action suit alleging that
Manhattan College breached its implied contract with her or, in the alternative,
was unjustly enriched when it refused to refund a portion of her tuition and fees
1 The facts stated herein are derived from the Amended Complaint and are assumed to be true
for purposes of this appeal. We note that after this lawsuit was filed and argument heard,
Manhattan College changed its name to Manhattan University. See Manhattan College Announces
Name Change to Manhattan University, Manhattan Univ. (Aug. 21, 2024, 12:30 PM),
https://perma.cc/6FY4-3VF2. We continue to refer to the school as Manhattan College, as that was
its name at the time of the events in question.
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after the College shut down its campus and transitioned to remote learning. In a
May 7, 2021 order, the district court granted Manhattan College’s motion for
judgment on the pleadings as to Beck’s primary claims for breach of implied
contract as to her payment of tuition and fees. 2 With respect to tuition, the district
court concluded that the statements and representations Beck identified in her
complaint were “not specific enough” to constitute a promise for “in-person
classes or access to specific on-campus facilities or services.” Beck v. Manhattan
Coll., 537 F. Supp. 3d 584, 588 (S.D.N.Y. 2021). With respect to fees, the district
court concluded that the terms of the implied contract between Beck and
Manhattan College – specifically, the statement on Manhattan College’s website
that the Comprehensive Fee was “nonrefundable” – required dismissal of her
breach of contract claim. Id. at 589.
Having found that a valid, enforceable contract provision governed Beck’s
claim for a refund of her fees, the district court further concluded that Beck was
barred from proceeding on an unjust enrichment theory as to fees. But the district
court found that no contract term governed Beck’s unjust enrichment claim for
2The district court also dismissed Beck’s conversion and consumer-protection claims, which Beck
has not appealed.
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tuition and thus denied that part of Manhattan College’s motion for judgment on
the pleadings.
After discovery, Manhattan College moved for summary judgment on
Beck’s remaining unjust enrichment claim as to tuition, and the district court
granted that motion. Specifically, the district court concluded that “there [was]
nothing unjust about the College retaining Beck’s tuition payment even though it
provided only online instruction.” Beck v. Manhattan Coll., No. 20-cv-3229 (LLS),
2023 WL 4266015, at *3 (S.D.N.Y. June 29, 2023). The district court emphasized
that the switch to online instruction was reasonable given the exigencies of the
global pandemic. The district court also noted that Beck still was able to earn
credits towards her degree. Accordingly, the district court concluded that “[t]here
is no genuine issue of material fact and Manhattan College is entitled to judgment
as a matter of law on Beck’s claim for unjust enrichment” as to tuition.
Id. Having
dismissed all of Beck’s claims, the district court entered final judgment on June 29,
2023. This appeal followed.
II. STANDARD OF REVIEW
“We review de novo a district court’s grant of a motion for judgment on the
pleadings under Federal Rule of Civil Procedure 12(c).” Goldberg v. Pace Univ., 88
6
F.4th 204, 210 (2d Cir. 2023). For a complaint to withstand judgment on the
pleadings, it “must contain sufficient factual matter, accepted as true, to state a
claim to relief that is plausible on its face,” which is the same standard that governs
a motion to dismiss under Rule 12(b)(6). Matzell v. Annucci,
64 F.4th 425, 433 (2d
Cir. 2023) (internal quotation marks omitted). In reviewing a motion made
pursuant to Rule 12(c), a court “may consider all documents that qualify as part of
the non-movant’s pleading, including (1) the complaint or answer, (2) documents
attached to the pleading, (3) documents incorporated by reference in or integral to
the pleading, and (4) matters of which the court may take judicial notice.” Lively
v. WAFRA Inv. Advisory Grp., Inc.,
6 F.4th 293, 306 (2d Cir. 2021) (emphasis omitted)
(internal quotation marks omitted).
We also review de novo a district court’s grant of summary judgment,
construing “the evidence in the light most favorable to the non[-]moving party and
draw[ing] all reasonable inferences in that party’s favor.” Mujo v. Jani-King Int’l,
Inc., 13 F.4th 204, 208 (2d Cir. 2021) (internal quotation marks omitted). A party
may prevail on a motion for summary judgment only when “there are no genuine
disputes of material fact and the movant is entitled to judgment as a matter of
law.” Michel v. Yale Univ.,
110 F.4th 551, 555 (2d Cir. 2024).
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III. DISCUSSION
There is no dispute that Beck and Manhattan College formed an implied
contract. See Papelino v. Albany Coll. of Pharmacy of Union Univ., 633 F.3d 81, 93 (2d
Cir. 2011) (“Under New York law, an implied contract is formed when a university
accepts a student for enrollment.”). The central question on appeal is whether
Beck pleaded facts sufficient to support a reasonable inference that the parties’
contract required Manhattan College to provide an in-person education. Our
decision in Rynasko, 63 F.4th at 198 – issued after the district court’s rulings – would
suggest that the answer to this question is yes, and that the district court therefore
erred in dismissing Beck’s breach of implied contract claim as to tuition. But the
Second Department’s decision in Croce, 195 N.Y.S.3d at 213, and the Fourth
Department’s decision in McCudden,
2025 WL 814588, at *1–2, point in the other
direction, with the latter opinion squarely rejecting our conclusion in Rynasko.
Given this incipient split between how federal and state courts are applying New
York contract-law principles, which implicates significant state policy interests, we
believe certification to the New York Court of Appeals is appropriate.
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A. Under Rynasko, the district court’s dismissal of Beck’s breach of
implied contract claim as to tuition was erroneous.
The district court concluded that Beck had not pleaded facts sufficient to
support a reasonable inference that the parties’ contract for tuition required
Manhattan College to provide an in-person education. If Rynasko governs this
case, that decision was erroneous.
As we noted in Rynasko, it is a well-established principle of New York law
that “specific promises set forth in a school’s bulletins, circulars[,] and handbooks,
which are material to the student’s relationship with the school, can establish the
existence of an implied contract.” 63 F.4th at 197 (quoting Keefe v. N.Y. L. Sch., 897
N.Y.S.2d 94, 95 (1st Dep’t 2010)). We must therefore determine whether “a
reasonable factfinder [could] conclude that before [Beck] enrolled in the Spring
2020 semester, the parties mutually intended and implicitly agreed that
[Manhattan College] would provide generally in-person courses, activities,
facilities, and services.”
Id. at 198 (emphasis added). Here, Beck’s amended
complaint identified numerous marketing statements advertising the benefits of
physically attending Manhattan College. For example, Manhattan College
emphasized that students are offered “a beautiful campus with a close-knit
community and homey atmosphere” along with “easy access to the most exciting
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city in the world – New York.” J. App’x at 14. Manhattan College further
described New York City as “The World’s Greatest Classroom,” touting its
“catalog of courses that use New York City as a classroom.” Id. at 23. It also
promised students “immersive, hands-on experiences in New York City.” Id. at
24. These representations are similar to those we considered in Rynasko, in which
we found that New York University’s advertisement of specific on-campus
locations and its New York City connection supported an inference that the
parties’ implied contract included a promise of an in-person education. See 63
F.4th at 190, 198.
Several other factors that we discussed in Rynasko further support an
inference that Manhattan College’s implied contract with Beck included a promise
of in-person instruction. For example, as alleged in the complaint, the portal used
by students to register for classes clearly listed the physical room in which those
classes would take place. See id. And here, unlike in Rynasko, there is no indication
that Manhattan College ever made a disclaimer in any of its materials that reserved
the right to switch in-person classes to an online-only format. See id. at 197, 199–
200. Nor is there any indication from either the complaint or the answer that
Manhattan College had ever before made such a switch from in-person to online
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services, such that students might have been on notice of that possibility at the
time they enrolled. Taking the allegations in the complaint as true and drawing
all reasonable inferences in Beck’s favor, we would conclude under Rynasko that
“[a] factfinder could reasonably determine that [Manhattan College], in light of its
representations and longstanding history, impliedly agreed that in-person
courses, services, activities, and facilities would comprise a substantial part of the
[Manhattan College] educational experience for which students contracted.” Id. at
199.
B. Under Croce and McCudden, the district court’s dismissal of Beck’s
breach of implied contract claim as to tuition should be affirmed.
After Rynasko, the Second Department decided Croce, upholding the
dismissal of a similar breach of contract claim for tuition payments against St.
Joseph’s College. See Croce, 195 N.Y.S.3d at 212–13. The Second Department
concluded that the advertisements and representations that St. Joseph’s College
made, which shared similarities with the representations in Rynasko and in this
case, were too vague to establish an implied contract. See id. at 213. As a result,
the Second Department held that Croce’s “amended complaint contain[ed] only
conclusory allegations of an implied contract to provide exclusively in-person
learning during the spring 2020 semester which are unsupported by any specific
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promise that is material to the plaintiff’s relationship with the college.” Id.
(emphasis added). And although this decision was in some tension with Rynasko,
the Second Department sought to distinguish the two cases, noting that Croce’s
complaint “fail[ed] to articulate in more than conclusory fashion the manner in
which [her] course of study – which [was] not stated – was impacted by the
suspension of in-person learning.” Id. (citing Rynasko, 63 F.4th at 199).
While the Second Department’s decision in Croce implicitly called Rynasko
into question, the Fourth Department’s decision in McCudden explicitly rejected
Rynasko’s approach. The Fourth Department explained that to state a claim under
New York law “in this context, the cause of action for breach of contract requires
an allegation of a specific promise to provide the plaintiff with exclusively in-
person learning.” McCudden, 2025 WL 814588, at *1 (internal quotation marks
omitted). Indeed, the Fourth Department panel criticized the dissenting justices
for “elevat[ing] the approach of the Second Circuit’s split decision in Rynasko – and
its focus on whether a defendant vaguely promised to ‘provide generally in-person
courses’ – over . . . well-established New York law requiring a specific promise by
a defendant to provide exclusively in-person learning.” Id. at *2 (citation omitted).
The Fourth Department further noted that “the Second Department’s approach in
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Croce” – rather than our approach in Rynasko – was “the accurate elucidation of
New York law on this issue.” Id.
C. Certification is appropriate given the split between how federal and
state courts are applying New York contract-law principles, which
implicates significant state policy interests.
“We may certify a question to the New York Court of Appeals where that
court has not spoken clearly on an issue and we are unable to predict, based on
other decisions by New York courts, how the Court of Appeals would answer a
certain question.” Ortiz v. Ciox Health LLC, 961 F.3d 155, 158 (2d Cir. 2020) (internal
quotation marks omitted); see also
N.Y. Comp. Codes R. & Regs. tit. 22, § 500.27(a).
In deciding whether to certify a case to the New York Court of Appeals, “we
consider three questions: (1) whether there are authoritative state court
[decisions]; (2) whether the issue is important to a state policy; and (3) whether
certification can resolve the appeal.” Nitkewicz v. Lincoln Life & Ann. Co. of N.Y.,
49
F.4th 721, 729 (2d Cir. 2022) (internal quotation marks omitted). Here, each weighs
in favor of certification.
First, the New York Court of Appeals has not yet resolved whether New
York law requires a specific promise to provide exclusively in-person learning as a
prerequisite to the formation of an implied contract between a university and its
students with respect to tuition payments. Second, New York has an important
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state interest in determining the allocation of losses arising from the COVID-19
pandemic between a student and a university and in more broadly setting forth
guidance for whether and when courts should find an implied contract between
students and universities. Indeed, the McCudden court explained that an
important New York state “policy of non-interference with, and deference to, the
decisions of educational institutions” would be undermined by “permitting . . . a
cause of action on the basis that there was merely a promise of generally in-person
courses” because that “necessarily would require courts to parse vague promises
in an effort to ascertain the extent and relative value of the education provided by
a [university].” 2025 WL 814588, at *2. Third, certification will definitively resolve
Beck’s appeal with respect to the dismissal of her breach of implied contract claim
for tuition payments. If the New York Court of Appeals adopts the Fourth
Department’s approach, then Beck’s complaint will surely be deemed to have
failed to state a claim because she has not alleged any specific promises to provide
exclusively in-person instruction in exchange for her tuition payments. But if the
New York Court of Appeals affirms our approach in Rynasko, then, as outlined
above, the judgment of the district court must just as surely be reversed.
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D. We reserve decision on Beck’s appeal of her other causes of action.
Beck also appeals the district court’s dismissal of her breach of contract
claim with respect to fees and her unjust enrichment claims with respect to both
tuition and fees. Although it is unlikely that the answer to the certified question
from the New York Court of Appeals will affect our resolution of these appellate
issues, we nevertheless reserve decision on these challenges pending resolution of
the certified question by the New York Court of Appeals.
IV. CONCLUSION
For the foregoing reasons, we CERTIFY the following question to the New
York Court of Appeals:
whether New York law requires a specific promise to provide
exclusively in-person learning as a prerequisite to the formation of an
implied contract between a university and its students with respect to
tuition payments.
In certifying this question, we understand that the New York Court of Appeals
may reformulate or expand the certified question as it deems appropriate.
It is hereby ORDERED that the Clerk of this Court transmit to the Clerk of
the New York Court of Appeals a certificate in the form attached, together with a
copy of this opinion and a complete set of briefs, appendices, and the record filed
by the parties in this Court. This panel will retain jurisdiction to decide the case
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once we have had the benefit of the views of the New York Court of Appeals or
once that court declines to accept certification. Decision is RESERVED.
CERTIFICATE
The foregoing is hereby certified to the Court of Appeals of the State of New
York pursuant to Second Circuit Local Rule 27.2 and New York Codes, Rules, and
Regulations title 22, § 500.27(a), as ordered by the United States Court of Appeals
for the Second Circuit.
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