MOHAMMAD JAVAD HAJJ AR-NEJAD,

Plaintif f , v. GEORGE WASHI

NGTONUNIVERSI TY, Defendant

. UNITED STAT ES DIS TRICT COURT

F OR THE DIS TRICT OF COLUM BIA

Civil Action No. 10-00626 ( CKK)

MEMORAN DUM OP INION (August 15, 2011) Plaintiff Mohammad J avad H ajjar- Nejad ( “Ha jjar-Ne jad”) commence d this action ag ainst The Ge org e Washing ton University (“G W”) on April 9, 2010, asser ting a series of claims in

connec tion with his dismiss al as a medical student fr om GW’s School of Medicine and H ealth Science s (the “Me dical School”) in J uly 2007. In the short time that the ac tion has been pe nding, Hajjar -Ne jad has amended his complaint twice , dropping claims and na rrowing the universe of relied- upon fac tual alleg ations. I n the oper ative itera tion of his complaint—the [ 20] S econd Amended Complaint—he a sserts a sing le claim soundingin brea ch of c ontrac t. Specifica lly , Hajjar -Ne jad claims that the wr itten offer of ac cepta

nce pr ovided by

GW and executed by

him constitutes a binding a g ree ment betwee n the par ties and that GW brea ched the terms of that ag ree ment by

dismiss ing him fr om the Medica l School and ref using to provide him with the contemplated e ducational se rvice s. At prese nt, there a re thre e motions pending befor e the Court: GW’s [ 21] Mot ion to Dismi ss Plainti ff’ s Second Amende d Complaint (“Motion to Dism iss”); Hajjar -Ne jad’s [24] Motion to R einsert Civil Rights Complaints (“Motion to Amend”) ; and a 1 Although styled as a

“Motion to Reinsert Civil Rights Complaints,” like GW, the Court 1 construes the submissi on as a motion to amend unde r F E D . R. C I V . P. 15(a)

.[25] Motion for L eave to Wi thdraw a s Plainti ff’ s Counsel of Record ( “Motion to W ithdraw” ) by

Michae l W. Beasley , Esq. (“B easle y ”). U pon consideration of the parties’ submissi ons, the rele vant authorities, and the rec ord as a whole, GW’s Motion to Dismi ss will be gr anted- in-part and denie d-in-par

t, Hajjar- Nejad’ s Motion to Amend will be denied, and B easle y ’s Motion to Wit hdrawwill be g rante d. I. BACKG ROUND A. Factual Back

ground Whil e an unde rg raduate at GW, Hajjar -Ne jad applied to GW’s Medica l School. Second Am. Compl. (“2d Am. Compl.”), ECF No. [20], ¶ 9. On Novembe r 5, 2003, the Medic al School 2 prese nted him with a written Off er of Acc eptanc e, and he executed the doc ument two day s later—on N ovember

7, 2003. Id. The Of fer of Ac cepta

nce is a single pag e. See id. Ex . 1 (Off er of Acc eptanc e) at 1. I t offe rs Hajjar -Ne

jad “a dmission t o the Doctor of Medicine deg ree program” upon cer tain terms and conditions. Id. By

executing the document, Ha jjar-Ne jad “a cce pt[ ed] the conditional offe r of ac cepta

nce” for the a cade mic y ear beg inning in 2004. Id. The Of fer of Ac cepta

nce ide ntifies sever al terms and c onditions t o GW’s offer . Among other thing s, Hajjar- Nejad w as re quired to submit additional application materia ls, complete his undergraduate studies with a satisfac tory level of pe rfor

mance , demonstrate his fina ncial ability

This fac tual background is derive d from the we ll-pleade d fac tual alleg ations in Hajjar- 2 Nejad’ s Second Amende d Complaint—t he oper ative itera tion of the complaint—which for purposes of the pendingmotions t he Court assumes to be true

. See Erickson v . Pardus , 551 U.S. 89, 94 (2007). Where appropr iate, the Court will also ref ere nce doc uments attache d to or incorpora ted in that document. See Equal Empl. Opportunity Comm’n v. St. Franc is Xavier Parochial Sch. , 117 F.3d 621, 624 ( D.C. Cir. 1997). 2to pay

tuition and related e x penses, a nd provide a

$100 deposit and a $2,900 tuition prepa y ment. Id. Of pa rticular r eleva

nce to this ac tion, Hajjar-N ejad c ertified the following : I understand that I will be subject t o t h e Reg ulations for M.D. Candidates that are set forth in t he [Medical School] Bulletin. As a medical student, I ag ree to become familiar with the Bulletin and the Reg ulations and to abide by them. Id. In addition, the Offe r of Ac cepta nce inc ludes the followingclause : I understand that the subm ission of false or misleading information or materia l omission in connec tion with the application proce ss shall be g rounds for with d rawing my conditional offe r of acc eptanc e to [t he Medica l School]

. I further understand and agree that if any such submissi ons or om i ssions are discovere d afte r matriculation in the Doctor of Medicine deg ree prog ram or awa rd of a deg ree , [t he Medica l S ch o o l ] has the rig ht, in its sole discretion, to dismiss me from [the Medical School] and/or re voke my deg ree . Id. Outside this narrow c ontext , the Off er of Acc eptanc e does not on its fac e purpor t to describe the circ umstances unde r which H ajjar- Nejad c ould be dismissed from the Medica l School or the scope of GW’s discretion in deter mining whe n dismiss al is appropr iate. Nor does it purport to descr ibe whethe r Ha

jjar-Ne jad had a ny continuing r ight to attend the Medica l School. Hajjar -Ne jad beg an his studies at the Medica l School in 2004. He was a “super b” student and “e x cell[ed]” in his first two y ear s. Id. ¶ 14. I n April 2006, he wa s acc epted into an honor s prog ram for

third-y ear

students by

a committee of

nine fa culty

members ba sed on its consideration of a written e ssay , projec t proposal, mentorship, prior a chieve ments, and strength of ac ademic pe rfor

mance . Id. ¶ 15. Ha

jjar-Ne jad par ticipated in the honors pr og ram throug h Aug ust 11, 2006 and, in this period, he re ported to unspec ified individuals his “g ood faith observations” that included “limited criticisms of hospital prac tices.” Id. ¶ 19. Around this same time period, he be g an to be subjec ted to “adve rse a nd unwar rante d comments” fr om fac ulty and

3students. Id. For example, on Aug ust 23, 2006, Senior Associate De an W. Scott S chroth, M.D. (“Schr oth”) re ported to other se nior fac ulty that Hajjar -Ne

jad had “ leveled c riticisms” ag ainst them. Id. ¶ 20. Ac cordingto Hajjar- Nejad, this ac t of repor ting mar ked the be g inning of

a “patter n of hostility

and anta g onism” ag ainst him. Id. In his third y ear , Hajjar -Ne jad beg an to experienc e “inc rea singly hostile treatment” f

rom the Medica l School’s fac ulty , and in par ticular James L . Scott, M.D. (“Scott”), the Dea n of the Medica l School. Id. ¶ 21. On Oc tober 23, 2006, Schroth, a cting under Scott’s dire ction, informed Ha

jjar-Ne jad that he “ would have to lea ve” the honors program a nd that, if he did not do so voluntarily , he would be “ remove d.” Id. ¶ 26. At a me eting with Medical School fa culty , Hajjar -Ne jad stated that he believed the re w as no leg itimate basis for the hostile trea tment. Id. ¶ 29. Ultimately , howeve r, Ha jjar-Ne jad left the honor s prog ram. Id. ¶ 31. Nonethele ss, the alleg ed mistreatment of Hajjar -Ne

jad continued una

bated. Id. ¶ 32. In Fe bruar y 2007, he lea

rned that the Subcommitt ee on Prof essional Comportment (the “Subcommittee”) within the Medical Student Evaluation Committ ee ( the “MSEC”) wa s evaluating his ac ademic pr og ress. Id. ¶ 33. Ha jjar-Ne jad cha rac terizes the outcome of this proce ss as “pre -dete rmined.” Id. On May 3, 2007, Hajjar -Ne

jad attende d a Subcommittee meetingacc ompanied by

leg al counse l. Id. ¶ 34. He contends that the me eting was c onducted in violation of GW’s policies and re g ulations, though he does not specif ically identify which policies or re g ulations are at issue. Id. He f urther c ontends that he wa s not permitted to ask questions, cross-e x amine witnesses, or to present witnesse s or evidenc e of his own. Id. Despite this hostile treatment, Ha jjar-Ne jad manag ed to complete the 2006-2007

aca demic y ear

with passing grade s and positive evaluations from his professors. Id. ¶ 35. B ut on

4J une 18, 2007, the Subcommittee issued its rec ommendations to the MSEC. Id. ¶ 37. The

contents of those r ecommenda tions are not entire ly

clea r, thoug h Hajjar -Ne

jad contends tha

t they related only

to his acade mic responsibilities and included re quiringhim to repeat any cler kship in the eve nt he re ceive d a “low pa ss” g rade

. Id. Hajjar -Ne jad contends that the rec ommendations

wer e contr ary

to GW’s “regulations and policies,” though ag ain he doe s not specify which regulations and policies those mig ht be. Id. On J une 18, 2007, the MSEC held a mee ting c oncer ning H ajjar- Nejad c haire d by J eff rey S. Ackman, M.D. Id. ¶¶ 38- 40. Hajjar -Ne jad was a ccompa

nied by counsel but wa s denied lea ve to bring an expert witness and le g al assistant. Id. ¶ 39. He did not rece ive a c opy of the Subcommitt ee’ s rec ommendations until early that morning

. Id. ¶ 38. Ha jjar-Ne jad claims that the MSEC was comprised “ primarily of white students” a

nd individuals “pre- selec ted” by GW. Id. ¶ 40. He contends that, c ontrary to the Medica l School’s “re g ulations,” the MSEC did not issue written re commendations despite his re quests. Id. ¶ 41. On J uly 26, 2007, Hajjar -Ne

jad re ceive d a letter

dated two we eks ea

rlier statingthat the MSEC had recommende d Hajjar -Ne jad’s dismissal. Id. ¶ 42. The le tter indicate s that the MSEC held meeting s on J une 18, 2007 and July 9, 2007 to conduct their de liberations, and that in doing so they “re view[ed] the releva

nt aspec ts of the ‘Regulations for MD Candidate s.’” De f.’s Mem. Ex . 2 (L tr. from J. Akman, M.D., to J . Scott, M.D., dated Jul y 12, 2007), ECF N o. [21-3] , at 1. 3 The letter g oes on to provide a s follows: A motion was made and seconde d to acc ept the Professi o n al Comportme nt Su

b c o mm it tee’ s repor

t and rec ommendations. Serious

The letter

is incorpora

ted in the Second Ame nded Complaint and anne x ed to GW’s 3 opposition papers. 5conce rns wer e raised about Mr. Hajja r-Ne jad’s profe ssionalism, honesty and integ rity , his interper sonal relationships and his capa city to work with others. Of particula r conce rn[] wer e the following : Mr. Hajjar -Ne jad’s inability to acc ept responsibility for his own actions; ref usal to acc ept instructions or constructive fee dback from residents, f a c u lty and deans; inability to work and communicate eff ectively with peer s and residents; inadequate understanding of the commitment to and responsibil i t y for patient car e; lack of insight into persona l wea knesses and are as for improvement; an d , inappropriate understanding of the role of a m ed i cal student in the medical education hiera

rchy

. I n addition, the Commi ttee noted that these conce rns wer e not t he result of an isolated incident, but appea red to be a pattern in most interactions with Mr. Hajjar -Ne jad. Id. at 2. The le tter states that a “motion for dismissal” passed in a “sec ret ba llot vote” with nine votes in favor , none ag ainst, and one a bstention. Id. Hajjar -Ne jad claims that the dismissal determination wa s unjustified and contra ry to policies and re g ulations to which GW was “oblig ed to adhe re.” 2d Am. Compl. ¶ 43. He contends that the MSEC “excee ded the sc ope of its authority” and c ommitt ed a numbe r of unspecifie d “proc edura l violations” in connection with the dismissal procee dings. Id. On J uly 26, 2007, Scott adopted the MSEC’s rec ommendation and dismissed HajjarNejad f rom the Medica l School. Id. ¶ 45. Ha jjar-Ne jad claims that this was improper beca use GW’s regulations require d the final de cision to be made by the Vice President of Ac ademic Affa irs. Id. Subsequently , Hajjar -Ne jad soug ht to appeal the de termination within GW; the deter mination was ultimately

upheld. Id. ¶¶ 47, 49. Hajjar -Ne jad claims that the c ampaig n of mistreatment c ontinued even a fter his dismissal. He c ontends that GW put an “unlawf ul and re taliatory

‘hold’” on his a cade mic transcr ipts for a period of e ight months to “pre clude his subseque nt transfe r to an a lternative me dical school” and preve nted him from sitting for a national e x am to become a phy sician. Id. ¶¶ 51- 52.

6B. Procedural Bac kground

Hajjar -Ne jad, proc eedingwithout lega l repre sentation, orig inally commence d this action in the United States District Court for the D istrict of Mary land—on April 9, 2010. SeeCompl., ECF No. [1-4]. By

any rea sonable mea sure, Ha

jjar-Ne jad’s orig inal Complaint was sprawling ; it spanned 121 c olor-code d pag es, included 193 pa ragraphs ( sever al with discrete sub-par ts), and

was a ccompa

nied by thousands of pag es of e x hibits. Alt houg h far from cle ar, H ajjar- Nejad appea red to a lleg e that he w as unfa irly and unlawf

ully dismiss ed fr om GW based on his rac e, relig ion, and per ceive d national orig in in violation of Title VIof Civil R ights Ac t of 1964, 42 4 U.S.C. § 2000d et seq. (“Title VI ”); Title VI Iof the Civil Ri g hts of 1964, 42 U.S.C. § 2000e et seq. (“Title VI I ”); the D istrict of Columbia Human Rights Act, D.C. C O D E § 2-1401.01 et seq . (the “ DCHRA”); a

nd his constituti onal rig hts to free speec h, the fre e exerc ise of re ligion, and equal pr otection under

the law. On April 19, 2010, the a ction was tra nsfer red to this Court, seeMem. (Apr . 19, 2010), ECF No. [1-10], whereupon H ajjar- Nejad se cure d leg al counse l and, with GW’s consent, filed a n Amended Complaint (the “ First Amende d Complaint”), seeAm. Compl., EC F No. [13]. The First Amende d Complaint—i tself no model of c larity —included thre e counts. I n Count I , Hajjar

Nejad a ppear ed to claim that GW discriminated ag ainst him on the basis of his race , relig ion, and national orig in in violation of Titl e VI I ; Section 1 of the Civil R ights Ac t of 1866, 42 U.S.C. § 1981 (“Sec tion 1981”); and the D CHRA. See id. ¶¶ 72- 75. In Count I I , Hajjar -Ne jad appe are d 5 Hajjar -Ne

jad identifies his rac e as A rabic or Middle Easter n; his religion a s Muslim ; 4 and his perc eived national orig in as Irania n. The pre cise leg al theorie s upon which Ha jjar-Ne jad intended to re ly

are not entirely 5 clea r fr om the fac e of his F irst Amended Complaint. 7to claim that GW retaliated a g ainst him for eng ag ing in pr otected a ctivity in violation of Title VI I ; Section 1981; and the DCHRA. See id. ¶¶ 77- 79. In Count I I I , Hajjar -Ne jad alleg ed that GW breac hed the ter

ms of the Off

er of Acc eptanc e by

dismiss ing him fr om the Medica l School. See id. ¶¶ 81- 83. On J uly 26, 2010, GW moved to dism iss Hajjar-N ejad’ s First Amende d Complaint. See Def .’s Mot. to Dismis s First Am. Compl., ECF No. [14] . On August 20, 2010, Hajjar- Nejad, actingthroug h counsel, re sponded by filing a partial opposition and voluntarily dismiss ing his “civil rig hts claims”— i.e. , Counts Iand I Iof the F irst Amended Complaint—without prejudice. SeePl.’s Partial Opp’n to Def .’s Mot. to Dismis s First Am. Compl., and Voluntary Dismissal of All Pending Civil Rights Claims, EC F No. [17]. By way of explanation, Hajjar- Nejad c laimed that some or all of his cla ims were still pending befor e the District of Columbi a Commissi on on Human Rig hts and there fore wer e y et to be fully exhausted. See id. at 3-4. Concur rently , Hajjar

Nejad move d this Court for leave to file a sec ond amende d complaint omitti ng his “civil rig hts claims” but re taining his c laim for bre ach of contra ct, seePl.’s Mot. for L eave to File Second Am. Compl., EC F No. [18], which the Court gr anted, seeOrde r (Aug . 24, 2010), ECF N o. [19]

. On August 24, 2010, Hajjar- Nejad f iled his Second Amende d Complaint, which remains the oper ative iteration of the complaint in this action. Despite the swe ep of the alleg ations set forth ther ein, Hajjar -Ne

jad’s Second A mended Complaint asserts a single cause of ac tion sounding in bre ach of

contra ct. See2d Am. Compl. ¶¶ 58-60. Specific ally , Hajjar -Ne jad contends that the O ffe r of Ac cepta nce c onstitut es a bindingcontra ctual agree ment and that GW brea ched the ag ree ment by dismiss ing him fr om the Medica l School. See id. On September

17, 2010, GW filed the pendingMotion to Dism iss. SeeDef .’s Mem. of P.

8& A . in Supp. of its M ot. to Dismi ss Pl.’s S econd A m. Compl . (“D ef.’ s MTD Mem.”) , ECF No.

[21-1] . On Octobe r 1, 2010, Ha jjar-Ne jad filed a

n opposition t hroug h counsel. SeePl.’s Mem. in Opp’n to Def

.’s Mot. to Dismis s Second Am. Compl. (“Pl.’s MTD Opp’n” ), ECF N o. [22]

. On Octobe r 12, 2010, GW filed a r eply

. SeeDef .’s Reply to Pl.’s Opp’n to Def.’ s Mot. to Dismiss P l.’s Second Am. Compl. (“De f.’s MTD Reply”), ECF No. [23]

. On Novembe r 9, 2010, Ha jjar-Ne jad filed his pendingMotion to Amend, seekingto amend the c omplaint to assert claims ar ising unde r Title VI , Title VI I , and Section 1981. See Pl.’s Mem. in S upp. of Pl.’s Mot. to R einsert Civil Rights Compls . (“Pl.’s MTA Mem.” ), ECF No. [24] . Hajjar -Ne

jad filed his Motion to Amend pro se , even thoug h he wa s repr esente d by counsel at the time. See infra Part I I I .C. On November 23, 2010, GW filed an opposition. See Def .’s Opp’n to Pl.’s Mot. to Reinsert Civil Rights Compls. (“Def .’s MTA Opp’ n”), ECF No. [26] . On Novembe r 30, 2010, Ha jjar-Ne jad filed a pro se reply

. SeePl.’s Reply Mem. (“Pl.’s MTA Reply ”), ECF No. [27]

. On Novembe r 12, 2010, B easle y filed his Motion to W ithdraw, whe rein B easle y cer tifies that he ser

ved a c opy

of the motion upon Hajjar- Nejad a nd informed Ha

jjar-Ne jad of his duty

to inform the Clerk of

the Court whether

he intended to oppose the motion or to procee d pro se in this action. See Mot. to W ithdraw at 2. Howeve r, as of the date of

this Memorandum Opinion, the public docke t refle cts that Hajjar -Ne jad has not filed a

n opposition or otherwise re sponded to Be asley ’s motion.

9II. LEGAL STANDARDS

Under the Fe dera l Rules of Civil Procedur e, a c omplaint must contain “a short and plain statement of the c laim showing that the pleade r is entitled to relief,” F E D . R. C I V . P. (8)( a), “ in order to ‘g ive the def

endant f air notice of what the . . . claim is and the g rounds upon which it rests,’” Bell Atl. Corp. v. Tw ombly , 550 U.S. 544, 555 (2007) (quoting Conley v. G ibson , 355 U.S. 41, 47 (1957)). Rule 12( b)(6) provides a ve hicle for parties to cha lleng e the suff iciency of a complaint on the g round that it “fa il[ s] t o state a c laim upon which re lief ca n be g rante d.” F E D . R. C I V . P. 12(b)( 6). When prese nted with a motion to dism iss for fa ilure to state a c laim, the district court must acc ept as true the well-ple aded f actua l alleg ations contained in the c omplaint. Atherton v. D.C. Office of May or , 567 F.3d 672, 681 ( D.C. Cir. 2009), cert. de nied , __ U.S. __, 130 S. Ct . 2064 (2010). Althoug h “deta iled fac tual alleg ations” ar e not nec essar y to withstand a Rule 12(b)(6) motion to di smiss, t o provide the “ g rounds” of “entitle[ment] to relief,” a plaintiff must furnish “more tha

n labels and c onclusions” or “ a for mulaic re citation of the e lements of a

cause of ac tion.” Twombly , 550 U.S. at 555. “Nor does a c omplaint suffice if it tende rs ‘naked

asser tion[ s]’ devoid of ‘fur

ther fa ctual enha

nceme nt.’” Ashcroft v. Iqbal , __ U.S. __, 129 S. C t. 1937, 1949 (2009) ( quoting Twombly , 550 U.S. at 557). Rather , a complaint must contain sufficie nt fac tual alleg ations that, if acc epted a s true, “state a c laim to relief that is plausible on its face .” Twombly , 550 U.S. at 570. “A c laim has fac ial plausibilit y when the pla intiff pleads fac tual content that allows the c ourt to draw the rea sonable infe renc e that the de fenda nt is li able for the misconduc t alleg ed.” Iqbal , 129 S. Ct . at 1949. The pla intiff must provide more than just “a she er possibility

that a def endant ha s acte d unlawfully .” Id. at 1950. When a complaint’s well-plea ded fa cts do not enable a cour t, “dra w[ing] on its judicial experience and common

10sense,” “to infer more than the mere possibili ty of misconduct,” the complaint has not shown that the pleade r is entitled to relief. Id. Under the Fe dera l Rules of Civil Procedur e, a pa rty may amend its pleading s once a s a matter of c ourse within a pr escr ibed time period. See F E D . R. C I V . P. 15(a)( 1). Where a party seeks to ame nd its pleading s outside that time period or for a sec ond time, it may

do so only

with the opposing party ’s written c onsent or the district cour t’s leave

. See F E D . R. C I V . P. 15(a) (2). The de cision whether

to gr ant leave to amend a c omplaint is entrusted to the sound discretion of the district court, but leave “should be fre ely g iven unless there is a g ood rea son, such as futility , to the contra

ry .” W illoughby v. Potomac Ele c. Power Co. , 100 F.3d 999, 1003 ( D.C. Cir. 1996), cert. de nied , 520 U.S. 1197 (1997). As the Supre me Court has obser ved: I f the underlying fac ts or circ umstances relied upon by a plaintiff may be a proper subject of relief , he ought t o be afforde d an opportunity to test his claim on the merits

. In the absenc e of any appar ent or decla red rea son—such as undue delay , bad faith or dilatory motive on the part of the m o v ant, repe ated failure to cure defic iencies by amendments previously allowed, un d ue prejudice to the opposing party by virtue of allowanc e of the amendment, futili t y of amendment, etc.—the leave soug ht shoul d , as t he rules require , be “fr eely g iven.” Foman v. D avis , 371 U.S. 178, 182 (1962). “[A] dist rict cour t has discre tion to deny

a motion to amend on g rounds of futility wher e the pr oposed plea ding w ould not survive a motion to dismiss .” Nat’l W

restling Coaches Ass’n v. De p’t of Educ. , 366 F.3d 930, 945 ( D.C. Cir. 2004), cert. de nied , 545 U.S. 1104 (2005). Reviewfor f utilit y is practica lly

“identica l to review of

a Rule 12(b)(6) dismiss al base d on the alleg ations in the amende d complaint.” In re I nterbank Funding Corp. Secs. Litig. , 629 F.3d 213, 215- 16 (D.C. Cir. 2010) (quotation mar ks omitt ed). Be cause leave to amend should be libera lly g rante d, the par

ty opposing a

mendment bea

rs the

11burden of

coming forwa

rd with a c olorable ba sis for deny ing le ave to amend. Abdullah v. W ashington , 530 F. Supp. 2d 112, 115 (D.D .C. 2008). III. DISCUSS ION The Court’s discussion her e proc eeds in thre e par ts. The Court will first address GW’s Motion to Dism iss. Therea fter, the Court will turn to Hajjar-Ne jad’s Motion to Amend. Fina lly , the Court will resolve B easle y ’s Motion to W ithdraw. F or the re asons set for th below, the Court will gr ant-in-pa

rt and de ny -in-par

t GW’s Moti on to Dismiss , deny Hajjar -Ne

jad’s Motion to Amend, and grant B easle y ’s Motion to W ithdraw. A. GW ’s Motion to Dismiss GW tenders only

two arguments in favor of dismiss al of Ha

jjar-Ne jad’s Second A mended Complaint. First, GW contends that Hajjar- Nejad ha s failed to plea d sufficie nt fac ts to provide “fa ir notice” of his brea ch of c ontrac t claim. SeeDef .’s MTD Mem. at 3-4. Second, GW 6 contends that Ha

jjar-Ne jad’s bre ach of

contra ct claim is time-bar red to the e x tent it is premised on conduct that pr e-dates April 9, 2007, three y ear s befor e he f iled his origina l Compl aint in this action. See id. at 4-6.

1. The Suffic iency

of Ha jjar-Ne jad’s Alleg ations To state a c laim for bre ach of contra ct under

District of Columbia law, a plaintiff must 7

Be cause GW’s memorandum is not pag inated, the Court will ref er to the pa g e number s 6 g ener ated by

the Court’s CM-ECF Sy stem. To the extent they

addre ss the question, both parties assume that District of Columbia 7 law applies to Ha

jjar-Ne jad’s bre ach of

contra ct claim. The Court need not question this assumption. I n any

event, ba sed on the pre sent rec ord, it appea rs that both parties e ntere d into the ag ree ment while in the District of Columbia and conte mplated that at lea st partial perf ormanc e would occ ur there

. 12alleg e (i) a valid contra ct betwe en the pa rties, (ii) an oblig ation or duty arisingout of the contra ct, (iii) a bre ach of

that duty , and (iv) da

mag es ca used by that brea ch. Tsint olas Realty Co. v. Mende z , 984 A.2d 181, 187 (D.C. 2009). G W’s self-desc ribed “ core argument” in support of dismiss al is this—the “Second Amende d Complaint cites to no specific policy , regulation or contra ctual provision that GW purportedly brea ched.” Def

.’s MTD Reply

at 1. GW contends 8 that, in the absenc e of greater spec ificity , Hajjar -Ne jad’s alleg ations are “conc lusory ,” De f.’s MTD Mem. at 2, a

nd fail to provide “ fair notice of his claim,” Def .’s MTD Reply

at 2. The Court ag ree s, but only

to a ce rtain extent. The Court cannot c onclude that Ha jjar-Ne jad has failed to provide “fa ir notice” of his brea ch of c ontrac t claim altog ether

.

i. “Policies” a

nd “Regulations” The Court agree s that the Second Ame nded Complaint is deficient in important respe cts. In the Second Ame nded Complaint, Hajjar- Nejad pe riodically ref ers to “r egulations,” “policies,” “rule s,” “pr ocedur es,” a

nd “dire ctives” that GW allege dly contravened during the course of the parties’ three -y ear

relationship. However, w ith one exception that the Court will address shortly , see infra Part I I I .A.1.ii, Hajjar- Nejad’ s alleg ations with respec t to these “re gulations” and “policies” are conclusory . The Sec ond Amended Complaint lacks a lleg ations that would allow this Court t o conclude (i) that these “re g ulations” and “ policies” c onstitut ed a va lid contrac t betwee n Hajjar -Ne

jad and GW; (ii) that they imposed specific obliga

tions or duties on GW; and (iii) that GW breac hed those spec ific oblig ations or duties. True, in his opposition to GW ’s 9 GW contends that Hajjar -Ne jad has c oncede d this argument by failing to addre ss it in 8 his oppositi on. SeeDef

.’s MTD Reply

at 1. The c ontention is without merit. For example, there is no indication that these “re g ulations” and “ policies” we re 9 supported by

considera

tion on both si des or other wise constituted independe nt, stand-alone 13Motion to Dism iss, Hajjar-N ejad identifie s five sets of “ regulations” or “policie s” that he

contends GW violated: (1) the Medica l School’s Student Mi streatment Policy and Proce dures; (2) GW’s Non- Retaliation Poli cy ; (3) GW’s Regulations for M.D. Candidate s; (4) GW’s Guide to Student R ights a

nd Responsibili ties; and (5) G W’s Disruption of University Func tions P olicy

. SeePl.’s MTD Opp’n at 6-10. H oweve r, “[i] t is ax iomatic that a complaint may not be amende d by the brief s in oppositi on to a motion to dis miss.’” Arbitraje Casa de Cambio, S.A. de C.V. v. U.S. Postal Serv. , 297 F. Supp. 2d 165, 170 (D.D .C. 2003) (quoting Coleman v. Pe nsion Benefit Guar. Corp. , 94 F. Supp. 2d 18, 24 n.8 (D.D .C. 2000)). Ac cording ly , Hajjar -Ne jad’s belated identification of these documents in his oppositi on paper s cannot c ure the fundame ntal defe cts in his Second Amende d Complaint. Equally troubling, H ajjar- Nejad’ s claim for br eac h of contra ct, as it is frame d in the Second Amende d Complaint, i s based on one , and only one, alleg ed bre ach—na

mely , that GW alleg edly “re scinded the c ontrac t to provide educ ational servic es to [Hajjar-Ne jad] through its prec ipitous and unlawful dismissal of Plainti ff.” 2d Am. Compl. ¶ 59. I n his oppositi on paper s, Hajjar -Ne jad conf irms this and ex pressly

disclaims that he is alleg ing that any thing “ outside of the ultimate contra ct termination” c onstitut ed “se parate ac tionable” br eac hes. Pl.’s MTD Opp’n at 12. Nonethe less, sever al of the “ regulations” and “ policies” identified by Hajjar -Ne

jad in his opposition papers re late to such matter s as the prohibition ag ainst verba l attacks; the confide ntiality

of communications; protections ag ainst improper a cade mic evaluations; and free

acc ess to university

buildings. See id. at 6-10. Give n Hajjar -Ne jad’s stateme nt that his breac h of contra ct claim is limit ed to his dismis sal from the Me dical School, it is perplexing why he

contra ctual agree ments. 14continues to claim that these “ regulations” and “ policies” a re e ven re levant. In any event, the Court a g ree s with GW t hat Hajjar -Ne jad’s Second A mended Complaint fails to provide a dequate notice of his bre ach of contra ct claim to the extent he intends to base it on an unidentified unive rse of “re gulations,” “policies,” “rule s,” “pr ocedur es,” a nd “dire ctives.” There fore , the Court will gr ant GW’s Motion to Dism iss to the ex tent it rests on this basis.

ii. The Of

fer of Ac cepta

nce Meanwhile, the Court cannot c onclude that Ha jjar-Ne jad has c ompletely

failed to state a claim for br eac h of contra ct. GW acknowle dg es that the Of fer of Ac cepta

nce is re fer ence d in and attac hed to the Second A mended Complaint. SeeDef .’s MTD Mem. at 3. Sim ilarly , GW

conce des, as it must, that Hajjar- Nejad’ s Second Amende d Complaint specifically alleg es that the Off er of Acc eptanc e is a mutually binding a g ree ment supported by consideration on both sides. See2d Am. Compl. ¶ 58. L ikewise, it is undisputed that the Second Amende d Complaint specific ally

alleg es that GW brea ched the Offe r of Ac cepta nce by dismiss ing H ajjar- Nejad f rom the Medica l School and that Hajjar -Ne jad suffe red da

mag es as a

result of the a lleg ed bre ach. See id. ¶¶ 56, 59. These a lleg ations are sufficie nt to state a cla im for bre ach of the Off er of Acc eptanc e. Significa ntly , GW’s entire a

rgument in favor of

dismiss al is confined to the que stion of whether Hajjar -Ne jad’s alleg ations provide ade quate notice of the ba sis of his breac h of contra ct claim. GW neve r

arg ues that the Of

fer of Ac cepta

nce doe s not—as a matter of law—impose a

ny obligations on GW that would prec lude it from dismissi ng Hajjar -Ne jad under the fa cts alleg ed. This is not an argument that the Court is inclined to reac h in the absenc e of a dequate briefing from the pa

rties: the Off

er of Acc eptanc e conta ins no merg er c lause a nd deter mining what the

15parties’ understandingof the a g ree ment was at the time of contra ct formation may very well require further

development of

the fa ctual re cord. For example, the Offe r of Ac cepta nce ve sts GW wit h the “sole discr etion” to dismiss Hajjar -Ne jad from the Me dical School if Ha jjar-Ne jad had submitted “fa lse or misleading information” or

made “ materia l omissi on[s] ” in conne ction with his application for a dmission. See2d Am. Compl. Ex . 1 (Off er of Acc eptanc e) at 1. Howeve r, outside this narrow context, the Offe r of Ac cepta

nce doe s not on its face pur port to descr ibe the cir cumstance s under whic h Hajjar -Ne jad could be dismissed fr om the Medica l School or the scope of GW’s discretion in deter mining whe n dismiss al is appropr iate. It does not even sa y whether or not Hajjar -Ne

jad had a continuingrig ht to attend Medica l School for as longas he pa id his tui tion and otherwise complied with the terms and c onditions of acce ptance

. Fur thermore , the Off

er of Acc eptanc e includes the following languag e, which H ajjarNejad c ertified in e x ecutingthe document:

I understand t h at I will be subject to the Reg ulations for M.D. Candidates that ar e set forth in the [ Medica l School] Bulletin. As a medical student, I ag ree to become familiar with the Bulletin and the Reg ulations and to abide by them. Id. Whil e this clause ma

y rea sonably

be re ad mer ely

as re quiring Hajjar -Ne

jad to abide by

the Reg ulations for M.D. Candidate s and imposing no similar oblig ation on GW, a colora ble argument could be made that the Off er of Acc eptanc e included a

n implied promise that both parties would a

bide by the re g ulations or that the treatment of Hajjar -Ne jad would be “ subject” to them. The Court expresses no opinion on the matter, which neither party has addr essed in the 1 0

The letter

of dismissal sugg ests that the MSEC “review [ed] the re levant aspe cts of the 1 0 ‘Regulations for MD Candidate s’” pr ior to rende ring its decision. Def.’ s Mem. Ex . 2 (L tr. from 16course of brief ing G W’s Moti on to Dismiss . At this point , it suffices to obser ve that ther e ar e sufficie nt alleg ations to state a cla im for bre ach of contra ct base d on the Off er of Acc eptanc e, and the Of

fer of Ac cepta

nce inc orporates at lea st to some ex tent the Regulations for M.D. Candidates. The Reg ulations for M.D. Candidate s, in turn, appea r to have some bea

ring upon when dismissal is appropriate and the pr ocedur e for evaluating a

student’s profe ssional comportment. SeePl.’s MTD Opp’n Ex. 3 (Regula tions for M.D. Candidates) at E104-107. If these re g ulations were part of the parties’ ag ree ment, and if these re g ulations were not followed in the course of dismissing Hajjar -Ne jad from the Me dical School—both of which a re que stions that the Court is not in a positi on to addre ss on the prese nt rec ord—a c olorable a rgument could be made that GW breac hed the Of fer of Ac cepta

nce by dismiss ing H ajjar- Nejad w ithout complying w ith the regulations. To be c lear , the Court conclude s only that Hajjar -Ne

jad has stated suf

ficient fa cts to provide GW with “fa ir notice” of a c laim that GW breac hed the Of fer of Ac cepta

nce by dismiss ing H ajjar- Nejad f rom the Medica l School in J uly 2007. The Court empha siz es that the purported a g ree ment that must ult imately be shown to have been br eac hed is the Off er of Acc eptanc e, as the Second Amende d Complaint onl y contains suffic ient alleg ations to state a claim for r elief in c onnection with that alleg ed agree ment. Whether or not the Regulations for M.D. Candidates a

re pa rt of that agree ment and re levant to Hajjar -Ne jad’s cla im is a matter that will require f

urther a ttention by

the par ties. For the re asons set for

th above, the Court will deny GW’s Motion t o Dismiss t o the extent it seeks dismissal of Hajjar -Ne jad’s cla im that GW breache d the Off er of Acc eptanc e by

J . Akman, M.D., to J. S cott, M.D., dated July 12, 2007) at 1. 17dismiss ing H ajjar- Nejad f rom the Medica l School in J uly 2007. 2. The Statute of L imitations In support of its Motion t o Dismiss, GW argues in the alter native that Ha

jjar-Ne jad’s brea ch of c ontrac t claim is barre d in part by the applica

ble statute of limitations. Under District of Columbia law, the limitations period for bre ach of contra ct claims is three y ear s. D.C. C O D E § 12-301(7) . Hajjar -Ne

jad filed his orig inal Complaint i n this action on April 9, 2010, meaning that he ca nnot rec over f

or any alleg ed bre ach pr e-dating Apr il 9, 2007. Consi stent with this, GW argues that Ha

jjar-Ne jad’s “nume rous alleg ations” that GW eng ag ed in wrong ful conduc t before April 9, 2007 are “time-ba rre d.” De f.’s MTD Me m. at 5. Were this argument not based upon a misunderstandingas to the scope of Ha jjar-Ne jad’s bre ach of

contra ct claim, it would be meritorious. Howeve r, the Court does not under stand Hajjar -Ne jad to be pursuingrelief

in 1 1

connec tion with an alleg ed bre ach oc curr ing outside the limit ations period. Instead, HajjarNejad’ s claim for br eac h of contra ct, as it is frame d in the Second Amende d Complaint, i s based on one, and only

one, alleg ed bre ach—na

mely , that GW alleg edly

“re scinded the c ontrac t to provide e ducational se rvice s to [ Hajjar -Ne jad] through its prec ipitous and unlawful dismissal of Plaintiff.” 2d Am. Compl. ¶ 59. Be cause it is undi sputed that these e vents occ urre d no ear lier than J uly 26, 2007, within the limi tations period, the statute of limitations presents no bar to Hajjar -Ne jad’s bre ach of

contra ct claim. True, the Second Amende d Complaint i ncludes a larg e number

of alleg ations 1 1 perta ining to GW’s alleg edly wrong ful conduc t before April 9, 2007, but Hajjar- Nejad doe s not claim that such c onduct constitutes an indepe ndently actionable brea ch. SeePl.’s MTD Opp’n at 12 (“A ll of the matters of ‘ alleg ed conduc t’ . . . that occ urre d prior to April 9, 2007, may have le d up to and contributed towa rds the dec ision to breach the contra ct—but are not alleg ed to be in and of the mselves sepa

rate actionable acts outside of the ultimate contrac t termination”). I n other wor ds, these ar e nothing more than ba ckg round alleg ations. 18B. Hajjar-Nejad’s Motion to Amend

Hajjar -Ne jad filed his Motion to Amend on November 9, 2010. Through this mot ion,

1 2 Hajjar -Ne jad see ks to amend his complaint to assert c laims arising under Title VI , Title VI I , and Section 1981. SeePl.’s MTA Mem. at 8-9. Ha jjar-Ne jad ac knowledg es that he voluntar ily withdrew his cla ims based on similar leg al theorie s without prejudice on August 20, 2010, on the ostensible basis that some or all of his cla ims were still pending befor e the District of Columbi a Commi ssion on Human Rights and yet to be fully exhausted, but he now conte nds that he

rec eived a

“rig ht to sue” letter f

rom the U.S. Equal Employ ment Opportunity

Commi ssion on September 29, 2010 a

nd appea rs to sug g est that this is sufficient to satisfy the exhaustion doctrine. SeePl.’s MTA Mem. at 2 & Ex . 1 (Notice of Right to Sue).

1 3 GW opposes the Motion to Amend on three g rounds: first, GW contends that the motion is procedur ally

defe ctive bec ause H ajjar- Nejad f ailed to discuss its contents with GW’s counsel prior to its filing, as r equire d by the L ocal Rules of this Court; second, GW contends that the motion is proce durally

defe ctive bec ause it is unacc ompanied by a propose d amende d pleading , as re quired by

the L ocal Rules of Court; and third, GW contends that amendment would be futile. SeeDef

.’s MTA Opp’ n at 3-8. In his reply , Hajjar -Ne jad foc uses almost exclusively on GW’s futilit y

argument, alongwith a host of other ta ng ential and immater ial issues. SeePl.’s MTA Reply

at 2-8. He responds brie fly to GW’s contention that his Moti on to Amend is proce durally

defe ctive bec ause it is unacc ompanied by a propose d amende d pleading , sug g esting Hajjar -Ne

jad filed his Motion to Amend pro se , even thoug h he wa s repr esente d by 1 2 counsel of r ecor d at the time. See infra Part I I I .C. In light of the Court’s decision today , it has no occa sion to address whe ther this is 1 3 indeed the c ase a

nd acc ording ly

expresses no opinion on the matter.

19that his “Br eac h of Contrac t and civil rig hts complaints are insepa rable ,” but does not deny

that he has f ailed to submit a proposed amended plea ding. Id. at 8. L ocal Civil Rule 7(m) require s counsel to discuss any anticipated non- dispositi ve motion with opposing c ounsel, “in a g ood faith ef fort to deter

mine whether

there is any

opposition t o the relief soug ht and, if there is an opposition, to narrow the a rea s of disag ree ment.” L C V R 7(m). This rule applies with equa l force to “non-inca rce rate d parties a

ppear ing pro se .” Id. As this Court has rec og nized, the rule ser ves the important salutar

y purpose of

“promot[ing] the resolution of as many

litigation disputes as possible without court interve ntion, or at least to forc e the par ties to narrowthe issues that must be broug ht to the court.” Ellipso, Inc. v. Mann , 460 F. Supp. 2d 99, 102 (D.D.C. 2006) (c iting U.S. ex rel. Pogue v . Diabetes Treatment Ctrs. of Am. , 235 F.R.D. 521, 529 (D .D.C. 2006)). Where “a pa rty files a nondispositive motion without

cer tifying its complianc e with Rule 7(m), the motion will be denied.” Id. (citing Alexande r v. Fed. Bure au of Inve

stigati on , 186 F.R.D. 185, 187 (D .D.C. 1999)). In this case, GW asser ts that Hajjar -Ne jad fa iled to discharg e his obligations under the rule , and this assertion is left uncontested in Ha

jjar-Ne jad’s re ply

paper s. On this basis alone, the Court will deny Hajjar

Nejad’ s Motion to Amend. To the ext ent Hajjar -Ne jad intends to move this Court for leave to amend his complaint (or , for that matter , to file any other non-dispositive motion), he must first meet and c onfer

with GW’s counsel in acc ordanc e with L ocal Civil Rule 7(m). L ocal Civil Rules 7(i) and 15.1 re quire that a ny motion for leave to file an amended pleadingbe ac companied by an orig inal of the propose d pleadingas ame nded. SeeL C V R 7(i); L C V R 15.1. I n the abse nce of a propose d pleading , neither the opposing pa rty nor the district court is in a position to “determine whether or not [the] proposed amendments would be futile.”

20Creecy

v. District of Columbia , Civil Action No. 10-841 ( CKK), 2011 WL1195780, at *11 (D.D.C. Mar . 31, 2011). As such, the failure to include the propose d pleadingwith a motion to amend is a suf

ficient ba sis for deny

ing the motion. Id. In this case, it is undisputed that HajjarNejad ha s failed to include a n orig inal of what would be his third amended c omplaint with his Motion to Amend. On this basis as well, the Court will deny the motion. To the ext ent Hajjar

1 4 Nejad intends to move this Court for lea ve to amend his c omplaint, he must include with his motion to amend a proposed ple adingidentifying e ach a ny ever y claim he intends to pursue in this action and a shor

t and plain statement of the fac tual basis for those c laims. 1 5 C. Beasley ’s Motion to W ithdraw When an attorne y

“agree s to undertake the re prese ntation of his client,” he is g ener ally obligated to “see the work through to completion.” Poblete v . Rittenhouse Mortg. Broke rs , 675 F. Supp. 2d 130, 136 (D.D .C. 2009) (citation omitted). That oblig ation, howeve r, is not absolute, and under appropr iate cir cumstance s an attorne y may seek to withdra

w as a party ’s counse l of

rec ord. Where, a s here , the par ty is not repre sented by

another attorney and has not c onsented to

Whil e Ha

jjar-Ne jad’s F irst Amended Complaint asserte d claims based on similar leg al 1 4 theories, the Court c annot assume that the le g al theorie s that Hajjar- Nejad now intends to pursue are identical or that they

are based on the same set of fac tual alleg ations. For instanc e, whe rea s Hajjar -Ne jad now see ks to pursue a c laim under Title VI , no such cla im clear ly appea rs in the First Amende d Complaint. Given the ba sis of the Court’s dec ision today , it has no occa sion to address the mer its 1 5 of GW’s futility

argument. SeeDef

.’s MTA Opp’ n at 4-8. How ever , the Court pauses to observe that even thoug h GW’s contention that Hajjar -Ne jad would be una

ble to state a pla

usible claim for r elief unde r Title VI Iappea rs, at lea st at first g lance , to be compelling , left entire ly unaddre ssed by

GW is t he viability

of Ha jjar-Ne jad’s propose d claims under T itle VI and Section 1981. Fur

thermore , while GW contends that Ha jjar-Ne jad would be una

ble to rec over unde r the DCHRA, it does not appea r that Ha jjar-Ne jad ac tually

intends to pursue re lief under that statute in this case. See Pl.’s MTA Mem. at 8-9 (ide ntifying only claims under T itle VI , Title VI I , and Section 1981). 21the re quested withdra w in writing , the attorne y must seek the district cour t’s leave to withdraw and must provide the pa

rty a spec ified for

m of notice whe n doing so. See L C V R 83.6(c) . The decision of whe ther or not to g rant lea ve to withdrawis committ ed to the sound discre tion of the district court. Poblete , 675 F. Supp. 2d at 136 (c itation omit ted). In exercising its discretion, the court may take into ac count whethe r “the withdrawa l would unduly delay trial of the c ase, or

be unfairly prejudicia l to any

party , or otherw ise not be in the intere st of justice.” L C V R 83.6(d). Be asley filed his Motion to W ithdraw on Nove mber 12, 2010. In his moti on, Be asley

cer tifies that he provide d Hajjar -Ne jad with the re quisite notice—specif ically , he re prese nts that he ser ved a c opy

of his motion on Hajjar-Ne jad by both e-mail and r egular mail, and infor med Hajjar -Ne jad of his obligation to inform the Clerk of the Court in writingwhether he intended to oppose the motion, secur e alter nate c ounsel, or proc eed w ithout lega l repre sentation. SeeMot. to Wit hdrawat 2. Nonethe less, as of the date of this Memorandum Opinion, the public doc ket ref lects that Ha

jjar-Ne jad has fa iled to file an opposition or otherwise respond to the motion. As g rounds for this motion, Bea sley repr esents that “[s]everal disagree ments have a risen” betwee n him and Hajjar -Ne jad “with re spect to the mana g ement of this ca se,” id. at 1, and c laims that Hajjar -Ne

jad filed the Motion to Amend with the Clerk of the Court withou his prior review or appr oval, id. at 2. Under these c ircumstance s, and in the abse nce of any opposition from Hajjar -Ne jad, the Court will exercise its discretion to g rant B easle y leave to withdraw a s counsel of re cord. G iven the pre sent posture of this ca se, the Court conc ludes that Be asley ’s withdraw al would not unduly

delay the trial of this ca se, be unf airly prejudicia l to any

party , or otherw ise conflict with the intere st of justice. Acc ording ly , Be asley ’s Motion to W ithdraw will be g rante d. In addition, Hajjar- Nejad w ill be require d to file a notice with the Court by no later tha

n Aug ust

2225, 2011, indicating whether he intends to secur e alter nate leg al counse l or to proce ed in this action pro se . IV. CONCLUSION For the re asons set for

th above, the Court will g rant-in- part a nd deny -in-par

t GW’s Motion to Dism iss. Specifically , the motion will be gr anted insofa r as it see ks dismis sal of any brea ch of c ontrac t claim based on a n unidentified universe of “r egulations,” “policies,” “rule s,” “proc edure s,” and “ direc tives,” and the motion will be denie d insofar a s it seeks dismissal of Hajjar -Ne jad’s cla im that GW breache d the Off er of Acc eptanc e by

dismiss ing H ajjar- Nejad from the Me dical School in J uly 2007. I n addition, Hajjar- Nejad’ s Motion to Amend will be denied a nd Be asley ’s Motion to W ithdraw will be g rante d. An appr opriate O rder acc ompanies this Memorandum Opinion.

Date: August 15, 2011 /s/ COLLE EN KOLLAR-K OTEL LY United States District J udg e

23