## Facts

- GWU enrolled students in on-campus programs for Spring 2020 and collected tuition and various fees associated with campus-based education and services.
- In March 2020, GWU closed campus operations and shifted instruction and services to remote formats in response to the COVID-19 pandemic and related shutdown conditions.
- Students and parents alleged GWU’s pre-pandemic materials and practices conveyed that tuition and fees purchased an in-person educational experience, access to campus facilities, activities, and services.
- Plaintiffs alleged GWU charged more for on-campus programs than for existing online-only programs, supporting an inference that in-person delivery carried additional bargained-for value.
- Plaintiffs alleged GWU provided remote instruction without providing partial refunds of tuition or certain fees.
- Plaintiffs sued GWU and its Board of Trustees asserting breach of express contract, breach of implied-in-fact contract, conversion, unjust enrichment (in the alternative), and violations of the D.C. Consumer Protection Procedures Act (CPPA).
- The district court dismissed all claims for failure to state a claim; plaintiffs appealed.

## Issues

1. Whether retention of tuition and fees after the move to remote learning stated a conversion claim under D.C. law.
2. Whether plaintiffs plausibly alleged enforceable express contractual promises of in-person instruction and on-campus services.
3. Whether plaintiffs plausibly alleged an implied-in-fact contract obligating GWU to provide in-person education and campus-based services for Spring 2020.
4. Whether unjust enrichment could be pleaded in the alternative at the motion-to-dismiss stage given uncertainty about contractual obligations.
5. Whether plaintiffs plausibly alleged at least one CPPA claim based on deceptive or misleading marketing or omissions related to the on-campus experience.

## Decision

- Affirmed dismissal of the conversion claim because plaintiffs did not allege a possessory interest in a specific, identifiable fund of money.
- Affirmed dismissal of express contract claims because the cited written and promotional materials did not constitute enforceable express promises guaranteeing in-person instruction or continuous campus access.
- Reversed dismissal of implied-in-fact contract claims, holding plaintiffs plausibly alleged a mutual understanding—based on course of dealing, pricing structure, and representations—that tuition purchased in-person education and related on-campus services.
- Reversed dismissal of unjust enrichment, allowing it to proceed in the alternative while the existence and scope of contractual obligations remained unresolved.
- Reversed dismissal of at least one CPPA theory, concluding the complaint plausibly alleged misleading statements or omissions in connection with marketing and provision of the on-campus educational experience.
- Remanded for further proceedings; potential defenses such as impossibility or frustration were left for the district court because they were not resolved at the pleading stage.

## Legal Principles

- Conversion of money under D.C. law requires a possessory interest in a specific, identifiable fund; a generalized claim for refund of payments does not suffice.
- Descriptive or promotional statements about campus life generally do not create an express contract absent clear, definite promises of specific performance.
- An implied-in-fact contract may be inferred from the parties’ conduct, course of dealing, and surrounding circumstances; at the pleading stage, allegations supporting a reasonable inference of a shared understanding are sufficient.
- Unjust enrichment may be pleaded in the alternative when the enforceability or scope of a contract is uncertain at the motion-to-dismiss stage.
- CPPA claims may proceed when plaintiffs plausibly allege misrepresentations or material omissions connected to the services offered and the consideration paid, subject to later merits and defenses.

## Conclusion

The D.C. Circuit held that students plausibly alleged implied-in-fact contract, unjust enrichment, and CPPA claims arising from the shift to remote education without refunds, while properly rejecting conversion and express contract theories, and remanded for further litigation and consideration of any pandemic-related defenses.


Shaffer v. George Washington Univ., 27 F.4th 754 (D.C. Cir. 2022)