Education – Withheld degree – Contract

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Where a plaintiff brought suit against a defendant university that withheld his undergraduate degree following a disciplinary proceeding, a U.S. District Court judgment dismissing the complaint should be reversed in part, as the plaintiff has plausibly alleged that the university breached the contract between them when it withheld his degree before issuing any disciplinary charges.

“In the spring of 2013, Damilare Sonoiki’s career path was on a steady upward trajectory. He was about to graduate from Harvard University, his classmates had chosen him to speak at a ceremony held the day before graduation for the graduating class and their families, and he was set to move to New York City to work in finance for two years before returning to Cambridge to attend Harvard Business School as part of the ‘2+2’ program. This trajectory took a sharp downward turn when three female Harvard students accused him of sexual assault and, following a university disciplinary proceeding, Harvard withheld his undergraduate degree. Sonoiki still moved to New York and started work as planned, but the business school withdrew his acceptance to the 2+2 program, and, in the following spring, he missed out on a lucrative employment opportunity when the employer discovered Harvard had not awarded him an undergraduate degree. Sonoiki eventually sued Harvard for breach of contract and other related claims. Harvard moved to dismiss the complaint on the basis that Sonoiki had not alleged any plausible claims. The district court agreed with Harvard, and Sonoiki now asks us to reverse the district court’s judgment dismissing his complaint. For the reasons we explain below, we do just that, though only in part. …

“Sonoiki challenges the dismissal of each count in his complaint but he focuses the bulk of his argument energy on his breach of contract claim, first arguing that the [Administrative] Board Procedures contract is ambiguous because the language provides inconsistent rules about when Harvard will withhold a degree, second that the ‘sufficiently persuaded’ standard of proof is ambiguous and so vague and incomprehensible as to be unenforceable, and third that he adequately pled Harvard failed to meet several of his reasonable expectations. With respect to his other three counts, he asserts that several aspects of the Ad Board’s adjudication of the three complaints denied him a fair proceeding as promised by the Ad Board Procedures, that his claim about the breach of the implied covenant should be revived alongside the breach of contract claim, and that his ‘estoppel and reliance’ claim should be revived as an alternative theory of liability. …

“According to Sonoiki, Harvard breached the Ad Board Procedures contract when it withheld his degree pending the adjudication of the three complaints because the contract had inconsistent and contradictory statements about when Harvard would be permitted to withhold a degree, i.e., and importantly here, either as soon as a disciplinary case began or, as Sonoiki argues, only once a disciplinary charge had been issued. Sonoiki contends this contractual inconsistency created an ambiguity which should have precluded the dismissal of his complaint. …

“The district court concluded Sonoiki had not plausibly alleged a breach of contract claim on this point because the Ad Board Procedures stated a degree would not be awarded to a student with a pending disciplinary case and the contract did not promise to award a degree to every student against whom a formal disciplinary charge was not pending. At this early stage, ‘drawing all reasonable inferences’ in Sonoiki’s favor and considering the ‘“implications from documents” attached to or fairly “incorporated into the complaint,”‘ we disagree with the district court’s conclusion that Sonoiki’s allegations on this point were implausible. …

“In our view, despite the explicit definitions given to ‘case’ and ‘charge,’ the use of each throughout the Ad Board Procedures renders the required status of an accusation for triggering Harvard’s act of withholding a degree ambiguous. … Thus, we agree with Sonoiki that the Ad Board could be reasonably viewed as inconsistently defining the circumstances under which Harvard would withhold a degree.

“At the time of his graduation day (May 30) two complaints had been filed but no charges had issued per the contract’s definition of ‘charge.’ Sonoiki alleges the charges against him didn’t issue until June 25, 2013. Because the contractual language about when Harvard will withhold a degree was ambiguous on its face and because we need not resolve ambiguities in contract language at the motion to dismiss stage, … we conclude Sonoiki plausibly alleged he reasonably expected his degree would issue at the graduation ceremony and therefore has plausibly alleged Harvard breached the contract between them when it withheld his degree before issuing any disciplinary charges. …

“Sonoiki also argues his breach of contract claim should have survived dismissal because he ‘sufficiently pled that Harvard failed to meet his reasonable expectations’ — expectations which he says were reasonably based on the contract’s ‘express promises, intentional silence, and fairness guarantees.’ …

“Sonoiki advances several arguments about his reasonable expectations centered on his Board Rep’s role and conduct. …

“… Sonoiki has … plausibly alleged reasonable expectations about the role of his Board Rep and has plausibly alleged that these expectations were violated when his Board Rep did not live up to her role. …

“In addition, the contractual terms as described above clearly and strongly encouraged Sonoiki to trust his Board Rep and therefore Sonoiki could reasonably expect that some level of confidentiality flowed from such a trust relationship and was thus a part of the Board Rep’s role even though this detail was not explicitly articulated in the Ad Board Procedures. While a close call, we also conclude that Sonoiki reasonably expected his Board Rep to respect some confidences and plausibly alleged a breach on the basis that his Board Rep also did not live up to this part of her role. …

“… Because the Ad Board Procedures tasked the Board Rep with keeping the accused student fully informed, Sonoiki has plausibly claimed the breach of his reasonable expectation that he would know the identities of all testifying witnesses.”

Other counts

“Sonoiki’s denial of basic fairness claim is closely related to his breach of contract claim; indeed, the factual underpinnings for these two claims are the same. In his complaint, he alleges Harvard owed him a duty under its contract to conduct the disciplinary proceedings with basic fairness but breached this duty and denied him basic fairness when it breached the Ad Board Procedures contract in the ways alleged in his breach of contract claim. …

“In our view, Sonoiki has failed to plausibly allege his basic fairness claim because he has not tied his arguments about the ways he alleges he was deprived of basic fairness to what the Ad Board Procedures actually says about fairness. That is, he has not shown us how these allegations breached the promises of basic fairness in the contract. Sonoiki has also not otherwise told us whether or how the implied duty might be triggered in addition to the contractual promises to provide fairness. We have previously acknowledged that ‘Massachusetts law permits its colleges and universities flexibility to adopt diverse approaches to student discipline matters … [and] [f]ederal courts are not free to extend the reach of state law.’ … For all of these reasons, we affirm the dismissal of the denial of basic fairness count of Sonoiki’s complaint. …

“Sonoiki also tries to advance a distinct count for breach of the implied covenant of good faith and fair dealing by briefly arguing this count should have survived along with the breach of contract count. However, our prior discussion of his denial of basic fairness claim clearly indicates that the denial of basic fairness concept is rooted in the implied promise of good faith and fair dealing, … meaning the denial of basic fairness is the student disciplinary adjudications’ version of claiming a breach of the implied covenant of good faith and fair dealing. Sonoiki does not allege a distinct factual basis for this count, and we see no difference between this claim and his claim for the denial of basic fairness. These two theories are therefore not distinct claims, and we also affirm the dismissal of this count. …

“Count 4 of Sonoiki’s complaint alleged he had ‘relied to his detriment on Harvard’s express and implied promises and representations.’ The district court identified this count as essentially a claim for promissory estoppel and concluded this count failed to state a plausible claim because the parties were not disputing that a contract existed between them and governed their relationship. Sonoiki argues the district court erred by not considering this claim as an alternative liability theory. We disagree. … There is no dispute that a valid contract governed the parties’ relationship. We therefore affirm the dismissal of this count.”

Sonoiki v. Harvard University, et al. (Lawyers Weekly No. 01-130-22) (50 pages) (Thompson, J.) Appealed from a decision by Casper, J., in the U.S. District Court for the District of Massachusetts. Susan C. Stone and Kristina W. Supler, with whom Kohrman Jackson & Krantz was on brief, for the plaintiff-appellant; Anton Metlitsky, with whom Apalla U. Chopra, Patrick McKegney, Anna O. Mohan, O’Melveny & Myers, Victoria L. Steinberg and Todd & Weld were on brief, for the defendant-appellee (Docket No. 20-1689) (June 14, 2022).

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