In the recently published opinion, Grant v. Chapman University, the California Court of Appeal considered whether Chapman University’s publications, course listings, and statements about campus life created an enforceable implied contract to provide in-person instruction amidst the COVID-19 pandemic.
The Court held that Chapman University (“Chapman”) did not make a specific, enforceable promise to provide in-person instruction and therefore did not have to refund students’ tuition when classes moved online. California case law provides that an implied promise by a university is enforceable only if it is “specific” and does not merely represent a “general expectation.”
Although this case involves a private educational university, the Court’s reasoning offers guidance for public agencies at large when drafting employee or public-facing communications about services, facilities, programs, and operational expectations. The decision is a helpful reminder that public-facing statements—such as website language, program descriptions, catalogs, FAQs, and service announcements—can create potential risk if they appear to be firm, explicit promises.
The case arose from Chapman’s response to the COVID-19 pandemic. Like many colleges and universities nationwide, Chapman closed its campus and moved to online instruction in March 2020 following lockdown orders. Before the Fall 2020 semester, Chapman communicated with students regarding the possibility of returning to campus. In June 2020, Chapman stated its “goal” was to reopen campus and offer some in-person instruction. The following month, Chapman said it remained “optimistic” about resuming on-campus instruction but explained this depended on the authorities’ “support and approval.” In August, Chapman informed students it was unlikely to receive this approval and would proceed with remote instruction.
Two students who had remained enrolled at Chapman and later graduated sued the University, arguing that Chapman had breached their contract of providing an in-person education and should not have charged full tuition once classes moved online. The students claimed Chapman had unfairly or unlawfully represented it would provide an in-person education.
The students identified various Chapman publications and practices, contending they reflected an enforceable promise. These publications and practices included: (1) Chapman’s course registration portal listing class times and locations; (2) a credit-hour policy requiring a weekly hour of “face-to-face contact” per credit-hour for traditional classes but not for online classes; (3) statements in a faculty handbook about on-campus teaching and availability; (4) descriptions of high-end campus facilities in Chapman’s undergraduate and graduate catalogs, which noted they were “for informational purposes and should not be considered as the basis of a contract between students and the University”; and (5) Chapman’s historical practice of offering primarily in-person instruction.
The Court reasoned that, absent a formal agreement between a student and the university, the terms of their contract are implied only based on the parties’ reasonable expectations, in light of all the circumstances. Courts may consider representations in university publications while evaluating expectations. “The reasonableness of the student’s expectation is measured by the definiteness, specificity, or explicit nature of the representation at issue.”
This Court held that the student’s evidence depicted only general expectations rather than a specific binding promise. The Court explained why the specific pieces of evidence offered by the students did not qualify as a specific promise. For example, Chapman’s prior practice of providing in-person instruction does not support a binding promise to do it in perpetuity; the catalogs describing the campus expressly disclaimed any binding promises; and the registration portal listed expected class locations but did not promise that instruction would remain in those locations regardless of changed circumstances.
Also, Chapman’s communications prior to the Fall 2020 semester used aspirational and contingent terminology such as “goal”, “optimistic”, and “support and approval” from authorities. This language served as the opposite of specific promises.
The Court ultimately found that the students received instruction, earned credits, and graduated with degrees; and therefore, received the benefit of their bargain with Chapman. The Court reasoned that Chapman’s extensive statements, which listed class locations and touted on-campus facilities and “face-to-face contact” with faculty, were not sufficiently “specific” to constitute enforceable implied promises.
The Court stressed the importance of this case today, stating that six years after the pandemic started, courts nationwide still grapple with these kinds of claims. Grant is also useful beyond this specific pandemic-related context. Public agencies regularly communicate to program participants, permit applicants, employees, vendors, and members of the public through websites, catalogs, brochures, automated emails, social media posts, agendas, FAQs, and service portals. These communications often describe available services, in-person access, facility hours, program offerings, timelines, processing expectations, and service levels.
Grant offers helpful guidance for public agencies because it reminds them that public-facing statements may later be cited as evidence of an alleged promise, especially when those statements describe services, facilities, program format, timelines, or access. However, public agencies have additional limitations and protections when it comes to implied contracts. Under California law, contracts may be express or implied, and an implied contract may arise from conduct showing a mutual agreement and intent to promise. In Retired Employees Assn. of Orange County, Inc. v. County of Orange, the California Supreme Court confirmed that in the public employment context, “[g]overnmental subdivisions may be bound by an implied contract if there is no statutory prohibition against such arrangements,” and held that a county may be bound by an implied contract where there is no legislative prohibition against such arrangements, such as a statute or ordinance. The Court further explained that contractual rights may be implied from an ordinance or resolution when the language or surrounding circumstances “clearly evince a legislative intent to create private rights of a contractual nature enforceable against the county.” The Court reasoned that a court charged with deciding whether private contractual rights should be implied from legislation should “proceed cautiously” in identifying a contract within the language of a statute and in defining the contractual obligation.
Thus, while Grant is useful as a practical reminder to avoid overly specific or unconditional public-facing statements, public agencies should also consider whether any alleged promise was properly authorized, whether any statute or ordinance prohibits the arrangement, and whether an ordinance, resolution, or other official agency action clearly shows an intent to create enforceable contractual rights.
Agencies should still feel compelled to provide employees and the public with helpful information. However, agencies should distinguish between describing current operations and making definite commitments where those commitments do not exist. Public agencies should also pay attention to disclaimers. In Grant, Chapman’s catalog disclaimers helped show that descriptions of campus facilities were informational rather than contractual. Similar language can be useful for employee and public-facing materials. Agencies may wish to state that certain services are subject to change based on operational needs or other circumstances. Any disclaimers should be visible, understandable, and consistent with the agency’s actual practices. Agencies also should avoid absolute language unless the agency intends to be bound by it.
Grant ultimately reinforces an important but sometimes overlooked principle: public-facing statements matter. Courts may distinguish between general expectations and enforceable promises, but the more specific, definite, and unconditional a statement is, the more likely it may be characterized as, or cited as evidence of, a promise. Public agencies can reduce risk by communicating clearly, accurately, and flexibly – especially when circumstances may require changes to services offered.
Employers should contact their trusted legal advisors if they have any questions regarding whether their employee or public facing statements can create unintended obligations or contractual rights.