Marketing “Face-to-Face” Experience Does Not Create Enforceable Contract for In-Person Classes
When operations get disrupted, customers look for refunds. Students are no different. During COVID-era campus closures, many sued universities for tuition back based on an “implied promise” of in-person education.
This California Court of Appeal just rejected this effort in a case involving Chapman University, finding that Chapman had not made a specific promise to provide in-person education to its students. The opinion makes clear that broad messaging about the campus and facilities descriptions, even with “face-to-face” language, can still be too general to become an enforceable contract term.
What happened
Two Chapman University students challenged summary judgment after Chapman moved instruction online during the COVID-19 pandemic in March 2020, following local lockdown orders.
Looking ahead to Fall 2020, Chapman told students its “goal” was to reopen, described a mix of in-person, online, and hybrid classes, and said it was “optimistic,” but conditioned any return on governmental “support and approval.” In August, Chapman told students approval was unlikely and the semester would be remote. The plaintiffs stayed enrolled and later graduated.
They sued for breach of contract, unjust enrichment, and unfair business practices, seeking a partial tuition refund. They pointed to the course portal listing locations, a credit-hour policy referencing weekly “face-to-face contact” for traditional classes, a faculty handbook, catalogs describing campus facilities (with a contract disclaimer), and Chapman’s historical practice of mostly in-person instruction.
The legal frame
This case sits in a familiar but narrow lane of higher-education contract law: courts will enforce only specific promises a university undertakes. General expectations about the student experience are not enough.
When there is no formal agreement spelling out terms, courts look to implied terms based on the parties’ reasonable expectations in context, including representations in publications. But the key test is definiteness and specificity: the more explicit the representation, the more reasonable it is to treat it as a contractual promise.
Procedurally, this was summary judgment. On appeal, the court reviewed the ruling de novo and viewed the evidence in the light most favorable to the students.
What the court held (and why)
The court affirmed summary judgment because in-person education was not part of the parties’ bargain.
It’s not enough that students expected an on-campus experience. The point is whether the university bound itself to deliver it. California law requires a specific promise, not a general expectation, and the court held that even extensive campus materials here did not cross that line.
The court walked through the students’ evidence and treated it as nonbinding context, not contract terms. The registration portal listed expected locations. The credit-hour policy used “face-to-face contact” language for traditional classes. The catalogs touted facilities but included an express disclaimer that they should not be considered the basis of a contract. The faculty handbook was not directed to students and there was no evidence students even had access to it. And past practice of primarily in-person instruction did not amount to a promise forever.
Chapman’s reopening communications did not help the students because they were aspirational and contingent. Calling reopening a “goal,” expressing optimism, and conditioning in-person instruction on governmental approval is the opposite of an unequivocal assurance. It’s not “We will.” It’s “We hope, if we can.”
The court also rejected the idea that tuition pricing implied an in-person promise, noting there was no evidence Chapman offered a cheaper online program that would make “in-person” look like a priced contractual feature.
On remedies, the court emphasized the benefit-of-the-bargain reality in the record: the plaintiffs took classes, graduated, and received degrees. On that record, the contract claim could not succeed, and unjust enrichment failed for the same reason.
The unfair business practices claims also failed. The “unfairness” theory rose and fell with the contract theory, and the “unlawfulness” theory relied on Education Code section 94897, which the court treated as inapplicable because Chapman was accredited by the Western Association of Schools and Colleges and thus exempt under Education Code section 94874(i).
What the court did not decide
The students expressly did not fault Chapman for closing during the emergency. The opinion instead focused on a narrower question: whether the cited materials created a specific, enforceable promise of in-person instruction that survived the move online.
Why this matters for universities and higher-ed counsel
If you defend universities, this decision is a practical playbook for evaluating refund exposure when delivery modes change. Courts are drawing a bright line between experience marketing and contract terms. It’s not “Did we promote the campus?” It’s “Did we promise, specifically, to deliver that modality?”
This also sharpens drafting and communications strategy. Disclaimers in catalogs mattered. So did careful, conditional language when discussing reopening. When institutions speak in goals and contingencies, they reduce the risk that a court will treat communications as binding commitments.
Practical takeaways
- Audit catalogs, portals, and policy statements for language that could be read as a firm commitment on modality or access, then tighten it to measurable, conditional terms where appropriate.
- Use clear disclaimers in student-facing materials, especially catalogs and program descriptions, and make sure they are not buried.
- Document the “bargain” in plain terms: what students receive (instruction and credits leading to a degree), and what remains operationally flexible (how and where instruction is delivered).
- Coordinate compliance and advertising review for unfair competition risk: if a claim is framed as “unlawful,” exemptions and applicability can be dispositive.
Bottom line
The California Court of Appeal affirmed summary judgment for Chapman University: statements about campus life, facilities, class locations, and “face-to-face” language did not amount to a specific implied contractual promise of in-person instruction.
For universities, the message is operational but simple: keep promises specific, keep expectations realistic, and keep public-facing language disciplined, especially when circumstances can force rapid delivery changes.