Specific Promise Requirement for In-Person Learning in Student-University Implied Contracts under New York Law

Introduction

Beck v. Manhattan College, decided by the United States Court of Appeals for the Second Circuit on April 29, 2025, arose when Czigany Beck sued her alma mater for refusing to refund part of her spring 2020 tuition and comprehensive fee after Manhattan College pivoted to remote learning due to the COVID-19 pandemic. Beck alleged breach of an implied contract and, alternatively, unjust enrichment. The district court dismissed her claims and granted summary judgment to the college. On appeal, Beck urged reliance on this Circuit’s recent decision in Rynasko v. New York University. The college pointed to contrary rulings from New York Appellate Divisions in Croce v. St. Joseph’s College and McCudden v. Canisius College. Confronted with a direct split between federal and state courts on New York contract-law principles and recognizing significant state policy interests, the Second Circuit elected to certify a dispositive question to the New York Court of Appeals.

Summary of the Judgment

The Second Circuit affirmed the district court’s order dismissing Beck’s breach-of-implied-contract claim as to her comprehensive fee and its grant of summary judgment on her unjust enrichment claim regarding tuition. As to the central breach-of-tuition claim, the panel identified a direct conflict between its own Rynasko decision—under which detailed promotional statements and historical in-person practice could give rise to an implied promise of in-person instruction—and two Appellate Division decisions (Croce and McCudden) holding that New York law requires a specific promise to provide exclusively in-person learning. Because the New York Court of Appeals had not yet resolved that question, the Second Circuit certified it for guidance:

“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.”

The panel has reserved decision on Beck’s remaining claims pending the state court’s response.

Analysis

Precedents Cited

Rynasko v. New York University, 63 F.4th 186 (2d Cir. 2023) – Held that specific promotional statements about campus facilities, bulletins, and NYC-centric classes supported an inference that an implied contract for tuition included a promise of in-person instruction.
Croce v. St. Joseph’s College of New York, 195 N.Y.S.3d 210 (2d Dep’t 2023) – Rejected implied-promise claims based on general advertising; required more than conclusory allegations of an implied contract for in-person classes.
McCudden v. Canisius College, No. 23-1865, 2025 WL 814588 (4th Dep’t Mar. 14, 2025) – Explicitly disavowed Rynasko’s approach; held New York law mandates a specific promise of exclusive in-person learning before an implied contract claim can lie.
Papelino v. Albany College of Pharmacy, 633 F.3d 81 (2d Cir. 2011) – Established that under New York law, an implied contract arises when a university accepts a student’s enrollment payment.
Keefe v. New York Law School, 897 N.Y.S.2d 94 (1st Dep’t 2010) – Recognized that specific promises in handbooks, bulletins, and circulars may form the basis of an implied contract between a school and its students.

Legal Reasoning

Under New York law, an implied contract between student and institution can arise from specific, material promises in promotional materials or bulletins. In Rynasko, the Second Circuit held that NYU’s detailed references to on-campus labs, studios, and New York City as “The World’s Greatest Classroom” supported a factfinder’s inference that tuition purchased an in-person educational experience. By contrast, the Appellate Divisions in Croce and McCudden viewed generalized promotional language as insufficient and insisted on an express, exclusive-in-person pledge before recognizing an implied contract claim.

Faced with this split, the Second Circuit weighed three factors for certification: (1) absence of guidance from the New York Court of Appeals; (2) the State’s strong interest in regulating educational contract principles and avoiding undue judicial interference in academic affairs; and (3) the need for state-law clarity to resolve the appeal. The panel concluded certification was necessary to ensure uniform application of New York contract law and to respect state policy prerogatives.

Impact

The certified question will directly affect hundreds of COVID-era tuition-refund suits brought by students nationwide, especially within New York’s jurisdiction. A ruling that general marketing promises suffice to form an implied contract may open the floodgates to breach-of-implied-contract claims whenever institutions alter core services. Conversely, requiring an express, exclusive-in-person commitment will limit student recourse and reinforce institutional autonomy during emergencies. The New York Court of Appeals’ answer will also shape how lower courts balance consumer-protection concerns with deference to academic governance.

Complex Concepts Simplified

Implied Contract: A contract formed not by explicit written promise but by the parties’ actions, statements, and course of dealing. When a student enrolls and pays tuition, New York law presumes an implied agreement with the institution—subject to what the school’s materials specifically promise.
Certification of Question: A process by which a federal court asking for guidance on unsettled state law formally sends the controlling question to that state’s highest court. Its answer binds the federal court in deciding the underlying appeal.
Rule 12(c) Judgment on the Pleadings: A procedural device allowing a court to dispose of claims based solely on the complaint and answer, without evidence, where no factual dispute exists and the law mandates a particular outcome.
Summary Judgment: A ruling that ends a claim when there is no genuine dispute of material fact and the movant is entitled to judgment as a matter of law, based on the evidence in the record.
State Policy Interests: New York’s public policy favors non-interference in educational institutions’ academic decisions and clarity in contract standards to ensure predictability for schools and students alike.

Conclusion

Beck v. Manhattan College spotlights a critical divergence in New York contract jurisprudence over when a university’s promotional materials give rise to an implied contract obligating in-person instruction. By certifying the question to the New York Court of Appeals, the Second Circuit seeks authoritative state-law guidance on whether a general promise of in-person benefits suffices or a specific promise of exclusive in-person learning is required. The forthcoming ruling will have far-reaching consequences for student-university disputes post-COVID-19 and for the broader interface between contract law and higher education governance.