kept one hundred percent of the money they paid both tuition and room and board the district court is by ruling that cie had a right to do this as a matter of law cie he agreed fourteen of its contract with students in the unlikely event that a program's cancelled due to low in moment or any other reason cie refund all payments received but will have no further liability to participant this is a clear obligation to provide a refund in the event of programme cancellation in march of two thousand and twenty cia cancelled the study abroad programs and sent all the students home cia their force contractually obligated by paragraph fourteen to provide a refund but even without paragraph fourteen the heart of cia's service was study abroad not study from home by zoom by not providing that overseas experience cie describes as a life changing and cancelling student housing cia is obligated to provide a refund now like to just the three key issues in this appeal paragraph fourteen the terms incompletions and what i refer to as the exculpatory clauses in the contract that cia relied on paragraph fourteen is specific and apply squarely to the circumstances here is specific because it deals narrowly with cancellations and refunds it requires the ca provide refunds for programs cancelled for any reason it also says that ca will have no further liability to participant beyond a refund that is participating so ready per pair of fourteen is a refund for the consideration they paid t cie for tuition and room and board this is it was able to get academic credit for this experience my client was able to get some of the original academic credit but not all of the academic this isn't in the record but she did drop a class that relied heavily on in person physical activities in europe and that wasn't feasible really to continue with with you know doing study that would require in person experience in those foreign countries but you know there's no question that students who go on the cia programs go to them not just for academic credit this isn't just a question of you know i need a certain number of credits to graduate this is about being in the foreign country living there the cultural immersion that comes with being abroad i mean that's ninety percent of what studying abroad is all about is actually being physically there not you know watching a movie about living there or participating in zoom instruction with professors that are located overseas it's actually the experience of living and life in that country and that's what cia touts that's the whole grains on d'tre of their program that's in their how would you like us to reconcile what if those provisions are as with paragraph fourteen that would be an ambiguity i mean if they are in direct conflict that would be an ambiguity and that would be the jury's job to figure out th refunds and refunds it that term refund is used by cie throughout its contract to stradivari variety of circumstances all we're seeking is a refund limited to the tuition and room and board that was paid may bar a recovery of any other costs or expenses that students may have incurred in returning home securing additional credits or other types of consequential remedies but those put those paragraphs don't refer to refunds  agreed and it's brief it says on page twenty two dollars of that it's brief it agreed that it must provide refunds if a program is cancelled before the start date so cia itself is conceding that there has to be a reconciliation of those clauses with its obligation to provide a refund what those clauses do and what paragraph fourteen itself says as there's no further liability to participant beyond a refund but cia's got to provide a refund where there's a cancellation clauses don't address those circumstances but as to the terms and conditions we read those in to be consistent with the obligation to provide refunds that is cia had two obligations in the event of cancellation one it's got to make some arrangements or try to make arrangements to provide alternative credit but just as if a student were staying at a hotel that cancelled a lot cancelled lodging the hotel might undertake an obligation to provide alternative lodging for its guests but if that alternative lodging is less valuable than the originally promised lodging the hotel would still have an obligation to provide a refund for the difference in value of the services or the accommodations provided i was going to make an analogy about students saying at the ritz carlton and ending up at the motel six course student housing isn't the ritz but what students actually had was a promise of housing and ended up with nothing see i had to obligations one to make reasonable efforts to try to get them credit and nd to make a refund as it promised those obligations are not in conflict and the terms and conditions that deal a cancellation after a program has begun are silent on the subject of refunds and therefore we can look to paragraph fourteen and interpret those together to provide two not contradictory but compatible obligations on cia's part to provide to students a remedy or at least reimbursement for the portion of housing the cia didn't provide it and also for the difference in value between you know look a educational experience by zoom and a live in person international culturally immersive experience in a foreign country which is what they promised to provide what is the amount of the the the refund of all payments under fourteen in in this scenario i don't mean the dollar amount but is it all payments received is it pandemic but then there's got to be an offset for the value of what cia did in fact provide it provided in sounds case about forty percent of the housing that they originally were into supported to provide and so about forty percent of the in person instruction so cia would be entitled to some equitable apportionment similar to what the law would provide if there were truly if there were no contract and there was just a deal and you know an act of god or pandemic or some other catastrophe occurs that excuses one side from providing the services but obviously under the law that side doesn't get to retain all of the consideration paid and the students pay one hundred percent of the consideration in advance before they are able to go participate in the program so she gets one hundred percent of the consideration upfront there's a question well look circumstances arisen that makes the program no longer feasible to continue and there's got to be an equitable number of participants to me that seems to suggest that what follows the st sentence has to do with them being able to assemble a group group in the  cia put in parentheses for a loan roman who or any other reason and that's cia's own language in their own contract so they've broadened out that obligation whether they they may have goofed  but if they goof that's on them most consumer contracts are totally one sided in favor of one side or the other in this instance if ca made a mistake and somebody wrote into that contract in parentheses for any other reason or if someone made a mistake that's on cie because this is a contract of adhesion it should be construed in favor of the students who are obviously an inferior bargaining position are faced with it take it or leave it deal from cie but the way they drafted paragraph fourteen what they included date i do want to address the fact that the scope of jury clauses that cia is relying on if interpreted broadly as cia contends would be rendered nugatory other obligations cia undertook in the contract including the very obligation that judge arius mentioned which is to provide alternative arrangements if say was completely off the hook under paragraph eighteen in one thousand dollars for doing anything they would also be off the hook for providing the alternative arrangements that there's got to be a reconciliation between is it scope atory clauses and paragraph fourteen in there otherwise the obligation that they undertook to provide a refund you know we also point out that if the  clauses are interpreted as broadly as c i contends that would raise penalty liquidated damages and unconscious billy problems we're not making a direct frontal attack on those clauses as an enforceable what we are reviewing as they should be interpreted in a way that would avoid creating those kinds of problems this is come up in a couple cases in maine where wishing or similar types of fees are been charged and if and institutions policy was an unenforceable liquidated damages caused that case involved a high school student who withdrew from a main summer camp to go to summer school because he flunked the spanish final and the court noted that in one clause in contract it was specified that if a notice of a camper's withdrawal was received after a deadline the amount paid to the camp up to the time of receipt of a notice would be retained and express no refund clause the main supreme court said you  policy jet blue has held that under maine law that was not enforceable penalty in that case the student was expelled from a boarding school in maine for using drugs the school had an express no refund policy but should it will pass required  arguing now we didn't plead that but we raised it in opposition to the arguments the cia raised in their twelve emotion as we're making a frontal attack on a these provisions as unenforceable we're just all right thank you you've researched some time if you would meet your device i believe focuses directly on the issue that's before the court it's the interplay between paragraph fourteen of the participant contract and the terms and conditions that's in the program cancellation provisions of the terms and conditions when you read all three of those provisions together you'll see that there is a temporal limitation that divides the top paragraph from the program cancellation provision and the bottom paragraph of the program cancellation provision paragraph or team directly relates to a pre start cancellation the exact same language and paragraph fourteen is present in the st paragraph agreement or any other reason there would be a refund so in the circumstance where a cancellation occurs kreiter to the start of the program the risk of loss is on city i v and participants would be language from paragraph fourteen of the participant contract is in the terms you conditions paragraph st paragraph of the program cancellation provision it there is other  is there in that st paragraph here are if that's what you're referring to yes yes prior to the start of the program right so the prior to the start of the program informs that paragraph fourteen requirement that are refund given cancellation happens before we're obligated under the rules of contract interpretation to give meaning to all the different terms and how we give meaning to all the different terms and this contract is paragraph fourteen relates to start cancellation the nd paragraph of the program cancellation d provision governs the obligations of c i e if a program is cancelled after its start so the program cancellation provision in compass is the to be cancelled following the start date and then in detail cie is obligation to pursue academic credit for the participants those are the exact facts that are presented by this matter before the court the program started in the netherlands the coronavirus interrupted the program caused cie to cancel the study abroad portion and the nd paragraph governs the obligations of cie in that is not your honor but the language mirrors the beginning of the program cancellation provision and we have to we have to look at the contract of as a whole and we have to interpret them in as much and consistent manner as possible so it ampl the nd provision which is what happened in this matter then the then the liability waiver provisions that mr ships the staffs are trigger those are paragraphs one thousand eight hundred and nineteen and twenty three all of which account for varying emergencies that could cause and in this instance did cause see i eat a cancer the study abroad portion so see i e so these provisions taken as a whole and interpreted interpret in a way that seems to make them usually consistent does not render this contracting vigorous and that's what the district court found was that there is no proof that these provisions taken as a whole are reconciled and not  program be cancelled following the program start date what does alternative arrangements mean there has is that defined in the document i do not believe it is your honor and i think they alternative arrangements contemplated by that provision would vary according to the program depending on the circumstances the terms reasonable efforts to make alternative arrangements and what are for the students to receive credit i think covers all manner of arrangements that cie might so if the cancellation happened prior to the start date there is specific mention of a refund break in the next paragraph which governs the situation caused by an emergency that happens after the star gate there's no mention of refund well there's a reasonable efforts to make alternative arrangements and i'm asking you what the definition of alternative arrangements is and can it could that include making a refund which might permit somebody to enroll somewhere for partial credit etc i don't think that's a very reading of the so you so refunds are excluded by this language that doesn't mention refunds and the circumstances of the nd paragraph of the program cancellation provision yes so yes obligation is to make alternative arrangements for the student participant to receive credit and it's not obligated to provide a refund in that circumstance and that your honor i would let's now assume that wasn't my question my question was whether alternative arrangements could include as a possibility refund or partial refund you're saying it can't and i want to know why i don't believe  contacts with the remainder of the paragraph that's a fair interpretation of the term as it's used there well ok you don't believe it's fair but tell me why because the entirety of the paragraph seems to want an emergency triggers alternative arrangements need to be made in the remainder goes on to speak about receiving credit and getting credit if if the parties had intended for that provision to apply to you to have alternative arrangements include a refund they could have used the word refund their but but you st you told me that it would include any broader range of mechanisms that would allow for the students to complete their academic work but the one thing you want to exclude from that is a cash payment i think that's the only fair interpretation of the language that's provided in the contract is that that the contract itself speaks to the efforts that cie is obligated to undertake under these circumstances which is are you're saying you're saying that that includes that that's a that's a broad term meaning any possible money that they might otherwise be o donder any other provision is that is that how you interpreting that it's not a word of a forward looking provision read reading context no you're on i don't believe it is a forward looking provision and reading the context of the other clauses that mr mentioned eighty thousand nine hundred and twenty three they used the language used in the contract is lost assume all risk and hold harmless it's clear taking all those provisions in context and together that the risk of any situation then trigger cods other enumerated obligation and the risk of any kind of financial loss or any other circumstances where there may have been injury d or other types of claims that come about are covered by one hundred and eighty one thousand and twenty three can i ask you a question and i know this is this may not be presented by the case but i'm sure you've thought about it so if the program gets cancelled the day after it starts wish an inboard has all been paid up front it's gone it is your honor and paragraph eighteen addresses that because it demonstrates that  a pass through organization and has to make all of its arrangements ahead of time with its vendors that doesn't own or operate any of the facilities or experiences that it's seeking to secure for their students so it is a fair it is a fair doesn't say there will be no refunds eighteen does that say that no but it does say without limitation cie is not responsible for any injury loss or damage to person property death or inconvenience in connection with a provision of any good services occasioned by resulting from and not limited to acts of god force majeure d acts of government academics or threat there of or for any cause beyond the direct control of c i v e it's an intentionally very broad use of language there that covers i would say i would argue covers the wasp opportunity that ms has alleged in her complaint you have a minute or two left thank you thank you your honor which brings me to mr shoots rd point which is this was a study abroad without the abroad but that is that speaks directly to the the last provisions that we've been discussing for the last few months that's that's fair because the line has to be somewhere in order for these programs to be arranged and in order for cie to make the arrangements ahead of time this contract unlike many contracts that have come up in the alternative arrangements provided for the participants of this and pray and then also assigns the risk d of loss directly in those paragraphs eighty thousand nine hundred and twenty three other questions from the court no thank you very much mr higgins thank you very much to the panel mr shoots you want to and there you go  or with regard to the nd paragraph under program cancellation not only could cia as part of alternate arrangements provide a cash payment to students cie could under that provision charge students for those alternative arrangements cia could go to students and say look we had to cancel your program in amsterdam to set up an alternative program so you can finish your credits that's going to be another one thousand dollars we charge you this amount i mean ca can come up with an entirely new under that paragraph make an entirely new offer and i would suggest that would be have been the most fair thing for cia to have done to have said look unfortunately we had to cancel these programs we've got to provide what we can by sume we realize that's a far cry from what you canceled all over the world right right so cia can either go to remote learning cia could go to some kind of in person instruction back in the us i mean there may be any number of arrangements possible or not possible in some programs it wasn't contract the terms and conditions are not well drafted they don't align well with the contract there's ample ambiguity throughout these documents in trying to reconcile how they work and don't work you know we would argue that the paragraph fourteen on its the relevant sentence is clear and unambiguous but i want to set the bar too high to predict when this appeal oh we've got it shows that this is really sorting out the intentions of the parties and frankly the intentions of the consumer  provisions that really don't link well together lots of undefined terms and provisions pointing potentially in different directions thank you mr chute thank you to all coun its arguments for today the session of the honorable united states court of appeals is now recess until the next session of court god save the united states of america and this honorable court hounslow you may disconnect from the meeting