Present: Hassell, C.J., Keenan, Koontz, Kinser, Lemons, and
Agee, JJ., and Russell, S.J.
JENNA DODGE, ET AL.
OPINION BY CHIEF JUSTICE LEROY R. HASSELL, SR.
v. Record No. 070843 June 6, 2008
TRUSTEES OF RANDOLPH-MACON WOMAN'S COLLEGE,
D/B/A RANDOLPH-MACON WOMAN'S COLLEGE
FROM THE CIRCUIT COURT OF THE CITY OF LYNCHBURG
J. Leyburn Mosby, Jr., Judge
The narrow issue that we consider in this appeal is
whether the plaintiffs pled a cause of action for breach of a
contract that purportedly entitled them to receive a college
education in a predominantly female academic environment for
four years.
The plaintiffs, Jenna Dodge, Sarah Hassmer, Hayley J.
Maxwell, Laura McKean-Peraza, Kelsey McCune, Jennifer C.
Mullins, Rebekah Lynn Pauli, Jessica Whittle, and Mary
Elizabeth Yardley, filed their complaint against the Trustees
of Randolph-Macon Woman's College, a Virginia nonstock
corporation. The plaintiffs are students at the Randolph-
Macon Woman's College, a predominantly female liberal arts
college for approximately 115 years.
The plaintiffs alleged in their complaint that when they
"accepted [the College's] offers of admission, paid tuition
and other fees, and registered for classes, a contract was
formed between them and the [College], which . . . included
the promise, both express and implied, that if [the
plaintiffs] paid the tuition and fees and enrolled at [the
College], they would receive a four-year liberal arts
education at a woman's college." The plaintiffs allege that
they reasonably expected that the College would continue to
offer "the curriculum plan as advertised in the college
catalog and other promotional materials upon which Plaintiffs
relied when choosing" to attend the College. Continuing, the
plaintiffs state that "[a]dditional terms of the contracts are
within the various official [College] publications, including
promotional materials, the [H]onor [C]ode, the student
handbook, the academic catalog, correspondence between [the
College] and the students, and the [C]ollege's policies and
regulations."
The plaintiffs allege in the complaint that they chose to
attend the College "specifically in order to obtain a four-
year liberal arts college degree . . . in a single-sex
environment." The plaintiffs allege that the College's 2005-
07 Academic Catalog states: "Last, and most important,
Randolph-Macon Woman's College offers an education fully and
completely directed toward women. In a time of increasing
opportunities for women, it is essential that the
undergraduate years help the student build confidence,
2
establish identity, and explore opportunities for careers and
for service to the society that awaits her."
According to the plaintiffs' allegations, the College
announced in August 2006 that its Trustees would approve a
strategic plan that included, among other things, a transition
from a predominantly female educational institution to a
coeducational college that would offer a new curriculum
identified as "global honors."
The plaintiffs allege that when the Trustees approved the
strategic plan, the College anticipatorily breached its
contracts with them. The plaintiffs asked that the circuit
court enter a declaration that the College breached its
contracts, and the plaintiffs sought an injunction requiring
the College to remain a predominantly women's college until
the fall of 2010, when all the plaintiffs would have
graduated.
The College filed a motion for a "bill of particulars and
craving oyer." The litigants agreed upon an order requiring
the plaintiffs to file a bill of particulars and the documents
that the plaintiffs claim comprise their contracts with the
College.
The plaintiffs filed a bill of particulars and they
alleged the following: "There is only one contract between
each one of the [p]laintiffs and Randolph-Macon Woman's
3
College" and that a contract was established when they
"accepted their respective offers and matriculated according
to [the College's] schedule for their respective initial
academic years to begin their promised four-year education at
[Randolph-Macon Woman's College]." The plaintiffs attached
numerous documents to their bill of particulars that
purportedly contain the contract, including: letters of
offers of admission from the College's Admissions Committee;
correspondence, including e-mail, among the College's
representatives and the students; and the College's 2005-07
Academic Catalog.
The College filed a demurrer and asserted that the
plaintiffs failed to identify or plead the existence of a
contract between the plaintiffs and the College in the bill of
particulars and attached documents. The circuit court
considered the pleadings, documents, and legal memoranda and
entered an order sustaining the demurrer and dismissing the
complaint. The plaintiffs appeal.
The plaintiffs contend that they pled a cause of action
for breach of contract. The plaintiffs assert that the
relevant terms of their contracts with the College are
contained in the standardized acceptance letters that the
plaintiffs received from the College and other documents.
Continuing, the plaintiffs argue that the following paragraph
4
in their complaint contains facts sufficient to establish the
existence of a contract:
"When [the plaintiffs] accepted [the College's]
offers of admission, paid tuition and other fees,
and registered for classes, a contract was formed
between them and the school, which, inter alia,
included the promise, both express and implied, that
if [the plaintiffs] paid the tuition and fees and
enrolled at [the College], they would receive a
four-year liberal arts education at a woman's
college."
We disagree with the plaintiffs' contentions.
The principles governing our review of a circuit court's
consideration of a demurrer are well established. A demurrer
admits the truth of all properly pleaded material facts. "All
reasonable factual inferences fairly and justly drawn from the
facts alleged must be considered in aid of the pleading.
However, a demurrer does not admit the correctness of the
pleader's conclusions of law." Fox v. Custis, 236 Va. 69, 71,
372 S.E.2d 373, 374 (1988); accord Tronfeld v. Nationwide Mut.
Ins. Co., 272 Va. 709, 713, 636 S.E.2d 447, 449 (2006); Fuste
v. Riverside Healthcare Ass'n, 265 Va. 127, 131-32, 575 S.E.2d
858, 861 (2003).
When, as in this case, the circuit court grants a
demurrant's motion craving oyer, the circuit court in ruling
on the demurrer may properly consider the facts alleged as
amplified by any written documents added to the record as a
result of the motion. Ward's Equipment, Inc. v. New Holland
5
N. Am., Inc., 254 Va. 379, 382, 493 S.E.2d 516, 518 (1997);
Hechler Chevrolet, Inc. v. General Motors Corp., 230 Va. 396,
398, 337 S.E.2d 744, 746 (1985). A circuit court "considering
a demurrer may ignore a party's factual allegations
contradicted by the terms of authentic, unambiguous documents
that properly are a part of the pleadings." Ward's Equipment,
Inc., 254 Va. at 382, 493 S.E.2d at 518.
Additionally, "[i]t is fundamental that no person may be
subjected by law to a contractual obligation, unless the
character of the obligation is definitely fixed by an express
or implied agreement of the parties. In order to be binding,
an agreement must be definite and certain as to its terms and
requirements; it must identify the subject matter and spell
out the essential commitments and agreements with respect
thereto." Progressive Constr. Co. v. Thumm, 209 Va. 24, 30-
31, 161 S.E.2d 687, 691 (1968) (citation omitted). The terms
of the contract must be clear, definite, and explicit. See
Judicial Inquiry and Review Commission of Va. v. Elliott, 272
Va. 97, 119, 630 S.E.2d 485, 496 (2006); Chang v. First
Colonial Savings Bank, 242 Va. 388, 391, 410 S.E.2d 928, 930
(1991). A contract must be sufficiently definite to enable a
court to give the contract an exact meaning, and the contract
must obligate the contracting parties to matters that are
definitely ascertained or ascertainable. Smith v. Farrell,
6
199 Va. 121, 128, 98 S.E.2d 3, 7 (1957). A contract is not
valid and it is unenforceable if the terms of the contract are
not established with reasonable certainty. Id.
Applying the aforementioned principles, we hold that the
plaintiffs failed to plead facts, which if established at
trial, would demonstrate the existence of a contract that
required the College to operate an academic institution
predominantly for women during the four years that the
plaintiffs expected to attend the College. Even though the
plaintiffs referenced numerous documents, this Court, just as
the circuit court, has reviewed the documents and can find no
such promise. There is no language in any of these documents
in which the College made a clear, definite, and specific
promise to operate a college predominantly for women during
the duration of the plaintiffs' academic studies at the
College. Thus, we hold that the plaintiffs failed to plead
the existence of a contract between the parties.
Contrary to the plaintiffs' contentions, the College's
articles of incorporation do not form the basis of a contract
between the students and the College. By its very nature, the
articles of incorporation do not contain a clear, definite,
and explicit agreement among the parties to the alleged
contract.
7
In conclusion, our narrow holding in this appeal is that
the plaintiffs failed to plead the existence of a clear,
definite, and explicit contract between the plaintiffs and the
College that required the College to provide a four-year
education for the plaintiffs in an academic environment
predominantly for women. In view of this holding, we need not
consider the litigants' remaining arguments. Accordingly, we
will affirm the judgment of the circuit court.
Affirmed.
JUSTICE LEMONS, with whom SENIOR JUSTICE RUSSELL joins,
dissenting.
I do not fundamentally disagree with the principles of
law cited by the majority. I simply disagree with their
application in this case.
We have often warned our trial courts about granting
motions that “short circuit” the legal process and deprive
litigants of their “day in court and depriv[e] this Court of
an opportunity to review a thoroughly developed record on
appeal.” Seyfarth, Shaw, Fairweather & Geraldson v. Lake
Fairfax Seven Ltd. P’ship, 253 Va. 93, 95, 480 S.E.2d 471, 472
(1997). Unfortunately, that principle is not followed in this
case. When we consider an appeal based upon grant of a
demurrer, we do not decide the merits of the case. We only
decide the adequacy of pleadings. Fuste v. Riverside
8
Healthcare Ass’n, Inc., 265 Va. 127, 131-32, 575 S.E.2d 858,
861 (2003). Additionally, we must “consider as true the facts
alleged [in the complaint], the facts impliedly alleged, and
the reasonable inferences of fact that can be drawn from the
facts alleged.” Almy v. Grisham, 273 Va. 68, 77, 639 S.E.2d
182, 186 (2007).
Among the facts properly pled that should be sufficient
to survive demurrer are:
1. When “[Students] accepted [the College’s] offers of
admission, paid tuition and other fees, and
registered for classes, a contract was formed
between them and the school, which, inter alia,
included the promise, both express and implied, that
if [Students] paid the tuition and fees and enrolled
at [the College] they would receive a four-year
liberal arts education at a women’s college.”
2. “[The College] routinely used oral and written
communications, as well as the College’s 115-year
reputation, to promote the institution and its
mission: providing a liberal arts education to women
only.”
3. “The College attracted Students in large part due to
[the College’s] oral and written representations
regarding these unique aspects of [the College].
Students relied on such statements in accepting the
College’s offers of admission.”
4. Additional terms of the contract, to the extent
relevant, are found “within the various official
[College] publications, including promotional
materials, the honor code, the student handbook, the
academic catalog, correspondence between [the
College] and the [S]tudents, and the [C]ollege’s
policies and regulations.”
9
5. The acceptance letters to the Students contained
reference to the specific date of their expected
graduation four years hence.
6. The acceptance letters to the Students referred to
“The Macon Plan, ‘which will serve as a guide
through your four years at Randolph-Macon Woman’s
College.’ ”
7. Promotional material used in the admissions process
and sent to prospective students included a speech
by a former President of the College entitled “Why a
Women’s College?” and answered the question in part
by observing:
[w]omen’s colleges address a need that
can be addressed in no other way. In
classrooms of women only, it is a given
that women’s comments will be taken
seriously. In classrooms of female
students, there are no male students to
find you stupid, or, worse yet, to find
you unattractive or even unfeminine if
you speak up and know the answers. In
women’s classrooms it’s OK to be both
smart and good-looking, and there is no
tacit pressure to conceal intelligence
or convictions. Moreover, in
classrooms of women, the culture of
academic competition can also be a
culture of collaboration (which often
yields superior results).
8. The Students relied on these and other written and
oral promises that their education would be for four
years in a primarily women’s college.
While the majority cites Smith v. Farrell, 199 Va. 121, 98
S.E.2d 3 (1957), it does not include the following observation
in that case:
Another essential element of a valid
contract is certainty and completeness.
The element of completeness denotes that
the contract embraces all the material
10
terms; that of certainty denotes that each
one of those terms is expressed in a
sufficiently exact and definite manner. An
incomplete contract, therefore, is one
from which one or more material terms have
been entirely omitted. An uncertain
contract is one which may, indeed, embrace
all the material terms, but one of them is
expressed in so inexact, indefinite or
obscure language that the intent of the
parties cannot be sufficiently ascertained
to enable the court to carry it into
effect.
Id. at 127-28, 98 S.E.2d at 7. I do not find the pleadings in
this case to be either uncertain or incomplete. Especially
troubling is the grant of a demurrer in the face of
allegations of oral promises from the College to the Students
which can only be tested at trial. The Students may or may
not prevail at trial, but that question is not properly before
us. The proper question is whether they alleged sufficient
facts to survive demurrer. The record reveals that they did;
consequently, I respectfully dissent from the majority opinion
and judgment of this Court.
11