## Facts

- A Middlebury College undergraduate student brought a putative class action seeking partial refunds of Spring 2020 tuition and mandatory fees after the college shifted from in-person instruction to online instruction due to COVID-19.
- Students paid approximately $28,940 in undergraduate tuition and about $218 in student activity fees for the semester, plus room and board charges.
- The complaint alleged the college’s promotional and informational materials depicted an in-person campus experience and access to facilities and activities.
- Around March 13, 2020, the college cancelled in-person classes, then moved to online-only learning for the remainder of the semester and ceased providing in-person services associated with student activity fees.
- The college did not refund any portion of tuition or the student activity fee, though it provided some room-and-board adjustments.
- The amended complaint asserted breach of contract, unjust enrichment, conversion, and violation of the Vermont Consumer Protection Act (VCPA).
- The court addressed the college’s Rule 12(b)(6) motion to dismiss, accepting well-pleaded allegations as true.

## Issues

1. Whether the student plausibly alleged a sufficiently definite contractual promise of in-person, on-campus instruction and services, breached by the shift to remote learning.
2. Whether the college’s retention of full tuition and mandatory fees plausibly stated an unjust enrichment claim, even if no enforceable promise of in-person instruction was pleaded.
3. Whether retention of an alleged refund amount stated conversion of specific, identifiable property (money).
4. Whether the alleged marketing and retention of tuition and fees constituted unfair or deceptive acts or practices under the VCPA.

## Decision

- The motion to dismiss was granted in part and denied in part.
- The breach of contract claim was dismissed for failure to plead a specific, enforceable promise of in-person instruction or services for the entire semester.
- The unjust enrichment claim survived as an alternative theory at the pleading stage based on alleged retention of tuition and fees despite materially changed services.
- The conversion claim was dismissed because the alleged funds were not a specific, identifiable sum required to be returned as the same money entrusted.
- The VCPA claim was dismissed because the alleged conduct did not plausibly constitute actionable unfair or deceptive practices under the statute in this context and was not pleaded as distinct from the refund dispute.

## Legal Principles

- In the student–institution context under Vermont law, enforceable contractual terms must be definite; general promotional descriptions of campus life typically do not create a specific promise of a particular instructional modality.
- Unjust enrichment may be pleaded in the alternative when an asserted contract does not clearly govern the disputed subject matter, and a plaintiff plausibly alleges retention of a benefit that equity and good conscience require to be returned.
- Conversion of money requires wrongful dominion over specific, identifiable property; a claimed entitlement to an undifferentiated refund amount is generally a debt dispute, not conversion.
- Consumer-protection liability requires plausible allegations of unfair or deceptive acts or practices; generalized marketing depictions and a later pandemic-driven modality change, without specific deceptive misrepresentations, may be insufficient to state a statutory claim.

## Conclusion

The court rejected attempts to treat general campus-life representations as a binding promise of in-person education and dismissed contract, conversion, and VCPA claims, but allowed an unjust enrichment theory to proceed based on allegations that the college retained full tuition and mandatory fees after moving to online-only instruction and discontinuing in-person services.


Mooers v. Middlebury Coll., No. 2:20-cv-00144, 2021 WL 4225659 (D. Vt. Sept. 16, 2021)