Introduction

The case under review, Board of Governors of the Colorado State University, Petitioner v. Renee Alderman, Respondent (2025 CO 9), presents a significant development in the intersection of contract law and the doctrine of unjust enrichment, particularly within the realm of higher education. Stemming from the unprecedented challenges of the COVID-19 pandemic in Spring 2020, the dispute centers around allegations by students that Colorado State University (CSU) breached its contractual obligations by shifting from in-person to remote learning. The students, represented collectively in an initial class action lawsuit (later consolidated), sought pro rata tuition and fee refunds, contending that the suspension of campus operations—though legally authorized by statute—resulted in unjust enrichment for CSU. The legal controversies primarily focus on whether the statutory provision empowering CSU to suspend operations effectively excused it from contractual performance and whether the same facts could give rise to an independent unjust enrichment claim despite the presence of an enforceable contract.

Among the parties involved, the petitioner is the Board of Governors of CSU, whose position was defended with robust state legal representation, while the respondent, Renee Alderman, pursued both breach of contract and unjust enrichment claims resulting from the disruption of typical educational services.

Summary of the Judgment

In a decision authored by Justice Berkenkotter and joined by a majority of the Colorado Supreme Court, the previous appellate ruling that had revived Alderman’s unjust enrichment claims was reversed. The court held that the existence of a legally enforceable, albeit implied-in-fact, contract between CSU and its students—that explicitly incorporated the statutory authority allowing temporary suspension of operations—precludes a separate unjust enrichment theory. The opinion emphasizes that while the breach of contract claim for failure to deliver in-person instruction was rightly dismissed because the statute was incorporated into the contract, this does not suggest that a party may substitute an unjust enrichment claim in lieu of a rescinded or failed contract. Thus, the court ruled that unjust enrichment claims are mutually exclusive where an express or implied contract governs the same subject matter.

Analysis

Precedents Cited

The judgment relies on several pivotal precedents concerning contract and unjust enrichment claims:

• Keelan v. Van Waters & Rogers, Inc.: This case was cited for the proposition that statutory provisions—when incorporated into a contract—can authorize actions (such as temporary closures) that might otherwise be deemed breaches. Here, CSU’s statutory power under § 23-30-111 was interpreted as inherent to the contract.
• Interbank Invs., LLC v. Eagle River Water & Sanitation Dist.: This precedent establishes that unjust enrichment claims may not be pursued if an express contract covers the same subject matter except under narrow exceptions (e.g., if the contract fails or is rescinded).
• Pulte Home Corp. v. Countryside Cmty. Ass'n: It further delineates the limited scope of unjust enrichment claims in the presence of an enforceable contract, reinforcing that such claims cannot serve as a gap-filler.
• Backus v. Apishapa Land & Cattle Co.: Though the division majority compared the current case with Backus, the Supreme Court clarified that Backus only permits unjust enrichment recovery when no enforceable contract exists—not when the contract remains valid, albeit limited in remedial scope.

Legal Reasoning

The Court’s legal reasoning rests primarily on the mutual exclusivity of contractual and unjust enrichment remedies when the underlying subject matter is governed by a valid contract. The court noted that:

• A contract, whether express or implied-in-fact, is not rendered unenforceable merely because it fails to guarantee every expectation of a contracting party. In this instance, the clause allowing CSU to suspend operations during unforeseen calamities was clearly incorporated into the contract.
• The mere inability to successfully enforce a breach of contract claim (owing to the lawful suspension of operations) does not open the door to an unjust enrichment claim because the contract itself remains intact.
• Applying the doctrinal distinction, the Court emphasized that unjust enrichment—normally a substitute claim when no valid contract exists—cannot be used when a valid contract is in place.

Impact on Future Cases

This decision is likely to have far-reaching implications in the broader realm of contract law, especially in educational and service-based contracts. The ruling firmly reiterates that:

• Statutory provisions expressly integrated into contracts (here relating to operational suspensions) set predetermined, legally enforceable standards that preclude recovery theories relying on unjust enrichment.
• Future litigants will need to carefully consider the underlying contractual framework before pursuing alternative remedies such as unjust enrichment. This discourages "double dipping" by attempting to extract multiple remedies for a single contractual arrangement.
• The decision may also influence how courts assess claims where external circumstances (such as public health emergencies) lead to partial fulfillment of contractual obligations, reinforcing the primacy of the express or implied-in-fact contract terms.

Complex Concepts Simplified

Several complex legal concepts underlie this judgment. For clarity:

• Implied-in-Fact Contract: Unlike express contracts where the terms are explicitly stated, implied-in-fact contracts are inferred from the conduct of the parties. Here, the payment of tuition in exchange for educational services established an implied agreement.
• Unjust Enrichment: This is an equitable remedy aimed at preventing one party from unfairly benefiting at another’s expense. However, if a full contractual framework exists addressing the same issues, this remedy cannot be invoked.
• Mutual Exclusivity of Remedies: The principle that if a contract governs the subject matter, one cannot pursue an alternative remedy (unjust enrichment) for the same set of facts unless the contract has failed or been rescinded.

Conclusion

In summation, the Supreme Court of Colorado in Board of Governors v. Alderman has underscored and clarified a fundamental tenet of contract law by holding that unjust enrichment claims cannot coexist with an enforceable contract covering the same subject matter. Even though CSU was permitted by statute to temporarily suspend campus operations during the COVID-19 pandemic, this statutory provision formed an integral part of the contract with its students, thereby negating claims of breach and precluding the alternative remedy of unjust enrichment. The decision reinforces the conceptual boundaries between contract and quasi-contract remedies and sets a vital precedent for future disputes, particularly in dynamic situations where external circumstances affect the fulfillment of contractual obligations.

The key takeaway is that parties seeking redress must be mindful of the express or implied terms of their agreements and should not attempt to circumvent those terms by resorting to unjust enrichment claims when the contract remains in effect. This judgment provides a clear roadmap for judicial analysis in similar disputes, ensuring consistency and predictability in the application of contract law in the face of unforeseen disruptions.