IN THE UNITED STATES DISTRICT COURT

FOR THE NORTHERN DISTRICT OF ILLINOIS

EASTERN DIVISION

NATHANIEL POLLEY, NANCY 

QUIROZ, SURYA VEERAVALLI, and 

DANIEL GREENWALD, on behalf 

of themselves and all others 

similarly situated,

 Plaintiffs,

v.

NORTHWESTERN UNIVERSITY,

 Defendant.

Case No. 20 C 4798

Judge Harry D. Leinenweber

MEMORANDUM OPINION AND ORDER

A number of current and former students at Northwestern 

University have brought this action against their alma mater on 

behalf of themselves and others who attended virtual classes during 

the 2020 and 2021 school years. Plaintiffs allege that the decision 

to move to virtual schooling was a breach of contract, or, in the 

alternative, unjust enrichment. (Dkt. No. 20.) Northwestern has 

moved to dismiss the Consolidated Class Action Complaint. (Dkt. 

No. 26.) In response, Plaintiffs moved to strike Paragraphs 7 

through 13 and Exhibit 8 to the Declaration of Jacqualyn Casazza, 

Exhibit 2 to the Declaration of Mudita Rastogi, and Exhibits 2, 6, 

and 7 to the Declaration of Jonathan Yates, and all corresponding 

arguments in Northwestern’s memorandum. (Dkt. No. 40.) 

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For the reasons stated herein, Plaintiffs’ Motion to Strike 

is denied in part and granted in part, and Northwestern's Motion 

to Dismiss is granted. The case is dismissed without prejudice

I. BACKGROUND

On March 11, 2020, the World Health Organization (“WHO”) 

officially held that the ongoing spread of COVID-19 was a pandemic. 

March 11, 2020: ‘The day everything changed’ (March 11, 2021) 

https://abc7chicago.com/march-11-2020-covid-us-coronaviruscovid-19-pandemic/10406695. On March 20, 2020, Illinois Governor 

JB Pritzker ordered Illinois citizens to stay at home and ordered 

all non-essential activities to cease. ILLINOIS OFFICE OF THE GOVERNOR, 

Executive Order 2020-10 (March 20, 2020), 

https://www2.illinois.gov/Pages/Executive-Orders/ExecutiveOrder

2020-10.aspx. Northwestern University, along with many other 

schools in Illinois, decided to divert their college courses to 

online instruction instead of in-person gatherings. See, e.g.,

Buschauer v. Columbia Coll. Chicago, No. 20 C 3394, 2021 WL 1293829 

(N.D. Ill. Apr. 6, 2021), Oyoque v. DePaul Univ., No. 20-3431, 

2021 WL 679231 (N.D. Ill. Feb. 21, 2021); Gociman v. Loyola Univ. 

of Chi., No. 20-3116, 2021 WL 243573 (N.D. Ill. Jan. 25, 2021). 

The plaintiffs to this lawsuit argue this decision to move to 

virtual education was an express or implied breach of their 

contract. 

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Northwestern University is private research university with 

over 8,000 undergraduate students and 13,000 graduate students 

enrolled in the 2019-2020 academic year (Compl. ¶ 17.) Northwestern 

operates on two primary campuses, one in Evanston, Illinois, and 

the other in the Streeterville neighborhood of Chicago, Illinois. 

(Id. ¶¶ 25, 30.) As part of its marketing strategy, Northwestern 

advertises its on-campus and in-person experiences and 

opportunities through its “website, promotional materials, 

circulars, admission papers, and publications.” (Id. ¶¶ 22.) 

In these advertisements, Northwestern describes itself as “an 

innovative, collaborative, and multidimensional community.” (Id.

¶ 24.) Northwestern advertises Evanston’s campus as “240 acres of 

natural beauty” with “beaches, shops, coffee houses, restaurants, 

and theaters just down the street from classrooms, labs and lecture 

halls.” (Id. ¶¶ 26–27.) The Streeterville campus is located in the 

“global city” of Chicago and “close to the attractions such as the 

Magnificent Mile, the Museum of Contemporary Art and the John 

Hancock Center.” (Id. ¶ 30.) As part of its recruitment strategy, 

Northwestern offers an “online guided tour for an interactive 360-

view of the Northwestern campus.” (Id. ¶ 31.) Northwestern also 

extolls the value of campus life in its promotional literature. 

(Id. ¶ 32.) Plaintiffs provide the example of the Sound Arts and 

Industries Master of Arts program, which states that persons 

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enrolled in the program “have hands-on experience with the latest 

audio production technology” and “take advantage of Northwestern’s 

state-of-the-art sound facilities.” (Id. ¶ 33.) 

Northwestern also offers catalogues of classes that list the 

location and time of meetings. (Id. ¶ 37.) Plaintiffs provide an 

example of this promise by including the online class description 

of Astronomy 220, “Introduction to Astrophysics,” an entry from 

which displays information about the class instructors, the 

teaching method, the registration requirements, the evaluation 

method, and the class materials, as well as the meeting 

information, i.e., the Technological Institute in Room L361 on 

Monday, Wednesday, and Friday from 2:00 PM – 2:50 PM. (Id. ¶ 37.) 

Similar information on location and time and meeting of each class 

can be found in Northwestern’s Course Catalogs. (Id. ¶ 38.) 

Plaintiffs allege that these promotional and informational 

statements created an express or implied contract between 

themselves and Northwestern such that they would receive in-person 

instruction and access to physical spaces in exchange for the 

payment of tuition, fees, and other related costs. (Id. ¶ 35.) 

Plaintiffs pinpoint the acceptance of a student’s admission

letter, indicated by the payment of the deposit and the promise to 

pay tuition and other fees, as the formation of a contract. (Id.

¶ 42.) Plaintiffs allege the admission letter “promises live, inCase: 1:20-cv-04798 Document #: 53 Filed: 09/15/21 Page 4 of 25 PageID #:886
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person education at one of Northwestern’s actual campuses, not an 

‘online’ education at a ‘virtual’ campus.” (Id. ¶ 43.) 

Plaintiffs also point to Northwestern’s Faculty Handbook, 

which states: “faculty members are expected to be in residence and 

available to students and colleagues throughout the period of their

appointment” (Id. ¶ 49.) The Faculty Handbook differentiates 

between an in-person credit hour which is calculated as “one hour 

of classroom or direct faculty instruction and a minimum of two 

hours of out of class student work” and “online and blended 

classes” which receive “one unit of credit when at least nine full 

hours of work per week are expected of the student.” (Id. ¶¶ 51, 

55.) Plaintiffs allege that “Northwestern did not comply with its 

own standards” by altering the contractual obligations of its 

faculty during the pandemic. (Id. ¶ 54.)

Northwestern University operates on a quarter system, which, 

for a full-time student, encompasses a fall quarter, a winter 

quarter, and spring quarter. On March 11, 2020, Northwestern 

announced it had cancelled all classes from March 31, 2020, until 

April 3, 2020, and moved the last quarter of the year to remote 

learning online. (Id. ¶ 58.) Plaintiffs allege that this breached 

their contract with Northwestern. Plaintiffs further allege that 

on June 15, 2020, Northwestern announced that a “significant 

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portion” of its classes for the Fall 2020 quarter would be online 

with drastically reduced on-campus experiences. (Id. ¶ 62.) 

Plaintiffs allege that Northwestern differentiates between 

in-person and online instruction and provides the following 

example. For the 2019-2020 school year, tuition at the Medill 

School of Journalism was $18,744 for a full-time student, who could 

take three or four units; $6,121 per unit for a part-time student, 

or $4,665 per unit for an online student. (Id. ¶ 74.) On a per 

unit basis, a full-time student would pay between $6,248 (for three 

credits) or $4,686 (for four credits). On a per credit hour basis, 

online students pay approximately $21 less per hour than a fulltime student taking four credit hours, $1,583 less per hour than 

a full-time student taking three credit hours, and $1,456 less per 

hour than a part-time student. Given the disparity of pricing 

between an in-person and online student, Plaintiffs allege that 

the online learning is “materially different” compared to the 

educational experiences previously provided. 

Plaintiffs enumerate these differences to include previously 

recorded lectures, lack of classroom interaction, lack of 

development of strong study skills, the newly instituted ability 

to receive Pass-Fail for the spring semester when ordinarily 

Northwestern would have mandated letter grades, lack of 

collaborative learning, lack of in-person dialogue, and the 

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inaccessibleness of libraries, computer labs, study rooms, and 

opportunities for networking. (Id. ¶¶ 75–78.) Plaintiffs allege 

that Northwestern prices its tuition and fees on the in-person 

campus experience, and a failure to reimburse or otherwise refund 

a portion of the tuition is required under their contract with 

Northwestern. (Id. ¶¶ 80–82.)

In response to the Complaint, Defendant provided the Court 

with its communications with the specific students who filed this 

Complaint. There are four students who allege injury on behalf of 

themselves and others. Plaintiff Polley graduated from 

Northwestern in June 2020 with a Master of Science in 

Biotechnology. (Id. ¶ 13.) Plaintiff Quiroz is a current graduate 

student in the Marriage and Family Therapy program at the Family 

Institute. (Id. ¶ 14) Plaintiff Veeravalli is an undergraduate 

student who was expected to graduate in June 2021 at the time the 

Complaint was filed. (Id. ¶ 15.) Plaintiff Greenwald enrolled in 

a Master of Arts program in Sound Arts and Industries for the 2019-

2020 school year. (Id. ¶ 16.) 

With its response, Defendant submitted the attached documents 

which are contested by Plaintiffs. 

A. Declaration of Jacqualyn Casazza

Plaintiffs move to strike Paragraphs 7 through 13 of the 

Jacqualyn Casazza Declaration. Casazza is Assistant Provost for 

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University Records and University Registrar for Northwestern 

University. (Casazza Decl. ¶ 1, Dkt. No. 29.) In the disputed 

paragraphs, Casazza states that, prior to enrolling in course and 

paying tuition and fees for Fall 2020 and Winter 2021 Quarters, 

Northwestern required students to review and abide by a community 

expectations agreement, an online form that was part of the 

registration materials for those quarters. (Casazza Decl. ¶¶ 7–

9.) Casazza copies the full language agreed to by each student in 

Paragraph 10 of her declaration. Casazza then states that 

Northwestern’s electronic records confirm the date and time of 

each student who completes the form, including Plaintiffs Quiroz, 

Veeravalli, and Greenwald. As Plaintiff Polley graduated in June 

2020, he did not electronically sign the form. (Id. ¶¶ 12–13.) 

Plaintiffs also move to strike Exhibit 8, which is a screenshot of 

the webpage showing the language replicated in Paragraph 10. 

B. Declaration of Mudita Rastogi

Plaintiffs also move to strike Exhibit 2 to the Mudita Rastogi

Declaration. Rastogi is the Director for the Marriage and Family 

Therapy Program for the Family Institute at Northwestern 

University. (Rastogi Decl. ¶ 1, Dkt. No. 31.) The disputed exhibit 

is “a true and correct copy of an email from the former Program 

Director, which was distributed to all incoming students, 

including Quiroz, on July 16, 2020.” (Id. ¶ 3.) Exhibit 2 states 

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that the Marriage and Family Institute determined it would remain 

virtual for the 2020 Fall Quarter. (7/16/2021 Breulin Letter, Ex. 

2, Rostagi Decl., Dkt. No. 31-2.) 

C. Declaration of Jonathan Yates

Finally, Plaintiffs move to strike Exhibits 2, 6, and 7 to 

the Jonathan Yates Declaration. Yates is Assistant Vice President 

of Communications at Northwestern University’s Global Marketing 

and Communications Office. (Yates Decl. ¶ 1., Dkt. No. 34.) Exhibit 

2 is an email that was sent to all students on March 12, 2020, 

entitled “Remote learning resources.” (Id. ¶ 3.) Exhibit 6 is an 

email sent to “all Northwestern undergraduate students who were 

registered or eligible to register for Spring 2020 Quarter courses” 

on March 31, 2020, entitled “Undergraduate Spring Quarter Grading 

and Policy.” (Id. ¶ 7.) Exhibit 7 is an email sent to all 

Northwestern graduate students on March 31, 2020 and subsequently 

posted publicly on Northwestern’s website, entitled “Graduate 

Spring Quarter Grading and Policy.” (Id. ¶ 8.)

II. ANALYSIS

A. Motion to Strike

On a motion to dismiss, the court reviews the four corners of 

a complaint, with limited exceptions. See FED. R. CIV. P. 12(d). 

When moving under Rule 12(b)(6), a motion can be based “only on 

the complaint itself, documents attached to the complaint, 

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documents that are critical to the complaint and referred to in 

it, and information that is subject to proper judicial notice.” 

Geinosky v. City of Chicago, 675 F.3d 743, 745 n.1 (7th Cir. 2012). 

If the Court reviews documents beyond the scope of these strict 

exceptions, the motion is converted into a motion for summary 

judgment under Rule 56. FED. R. CIV. P. 12(d). The purpose of 

including the “incorporation by reference” as an exception to this 

general rule is “to prevent parties from surviving a motion to 

dismiss by artful pleading or by failing to attach relevant 

documents.” 188 LLC v. Trinity Indus., Inc., 300 F.3d 730, 735 

(7th Cir. 2002). This exception is specifically “aimed at cases 

interpreting, for example, a contract.” Id. (quoting Levenstein v. 

Salafsky, 164 F.3d 345, 347 (7th Cir.1998)).

Plaintiffs contest the inclusion of three portions of 

Defendants submissions that accompany its briefing. First, 

Paragraphs 7 through 13 of the Jacqualyn Casazza Declaration, as 

well as Exhibit 8 to the Declaration, are communications regarding 

the requirement that students sign a “Community Expectations 

Agreement” prior to enrolling in the Fall 2020 and Winter 2021 

academic quarters, as well as a copy of the actual agreement 

itself. Second, Plaintiffs’ object to the inclusion of a letter 

sent to all incoming Marriage and Family Institute students on 

July 16, 2020, included as Exhibit 2 to the Rastogi Declaration. 

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Finally, Plaintiffs’ object to a series of emails, the first dated 

March 12, 2020, and the second and third dated March 31, 2020, 

sent to all students to communicate the changes to the Spring 2020 

semester. 

As anticipated by the narrow exception to Rule 12(f), if a 

contract explicitly references terms in another document, that 

second document is incorporated into the contract. See, e.g., 188 

LLC, 300 F.3d at 735 (holding a document was incorporated by 

reference when the contract contained the statement, “Sales of all 

services and materials are subject to the general terms and 

conditions on the reverse side”). 

One of Plaintiffs’ objections falls within the express 

references of Plaintiffs’ complaints. In the Complaint, 

information contained within the Northwestern Undergraduate Spring 

2020 Course Catalog is cited “as an example” of Northwestern’s 

implied contractual promises, and excerpts of the Catalog are 

included in the text of the Complaint. (Compl. ¶¶ 37–38.) 

Plaintiffs state that the Course Catalogs generally create this 

promise, and then allege an ongoing injury from Spring 2020 to 

present. Defendant’s Exhibit 8 to the Casazza Declaration, the 

Community Expectations Agreement, is printed in full in the 

Northwestern Undergraduate Fall 2020 Course Catalog. (Caza Decl. 

¶ 8.) Although Plaintiffs referenced the Spring 2020 Catalog, and 

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the disputed Community Expectations Agreement is present only in 

the Fall 2020 and subsequent Catalogs, Plaintiffs’ reference the 

Course Catalogs generally, and assert ongoing injury, encompassing 

the Fall 2020 Course Catalog as part of their complaint.

Plaintiffs’ main objection to the inclusion is to note that 

the Community Expectations Agreement is only present in the 

Undergraduate Fall 2020 Catalog, and not the Graduate Fall 2020 

Catalog. In this suit, one class member is an undergraduate 

student, the putative class includes undergraduate students, and 

the excerpted Catalog from the complaint is an Undergraduate 

Catalog. The Court thus incorporates all course catalogs, 

including those that have the Community Expectations Agreement. As 

a result, the included Community Expectations Agreement is 

properly considered by this Court, and the motion to strike 

Exhibit 8 of the Casazza Declaration is denied.

The other objected to Exhibits and Declaration Paragraphs are 

referenced only obliquely. Plaintiffs allege the following 

communications in Paragraph 36 and 99 of the Complaint constitute 

the express or implied contract between themselves and 

Northwestern: 

36. Northwestern’s promise to provide in-person and oncampus educational services can be found in material 

materials, application materials, admission matters, 

registration materials, and other documents that detail 

and reference the services that Northwestern agreed to 

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provide and make available in exchange for the payment 

of tuition and fees.

. . .

99. Through its school policies, course catalog, course 

schedule, representations, admission agreement, 

acceptance letters, registration materials, and payment 

of tuition and fees, Plaintiffs and each Class Member 

entered a binding contract with Northwestern. 

(Compl. ¶¶ 36, 99.) Plaintiffs allege the sum of communications 

between Northwestern and its student body creates a promise for in 

person classes, but that post-admission email communications are 

not part of that contract. Specifically, Plaintiffs’ object to (1) 

the emails distributing and requiring agreement to the Community 

Expectations Agreement, (2) a July 16, 2020 email notifying Family 

and Marriage students that their program would remain remote for 

Fall 2020, and (3) March 12 and March 31, 2020 emails notifying 

students that the school would be virtual for the Spring 2020 

quarter. 

In Wilk v. McDonough, 124 F.3d 206 n.2 (7th Cir. 1997), the 

Seventh Circuit considered “performance evaluations [and] other 

documents,” including “the evaluation procedures form and 

affidavits of the plaintiffs” when affirming the district court’s 

dismissal of an implied employment contract between three summer 

lifeguards and the Chicago Park District. Although the documents 

were not attached to the initial complaint, the Seventh Circuit 

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noted that they “were referred to in the complaint and central to 

their claim,” and thus properly considered without converting the 

motion to dismiss into a motion for summary judgment. Id. Unlike 

here, however, the materials in Wilk were submitted by Plaintiffs 

prior to the response from Defendants. Id. As a result, it is clear 

that they were contemplated and intended to be used by Plaintiffs 

in the making of their Complaint. 

The Court follows the much greater weight of authority which 

cautions against inclusion of tenuously connected materials 

supplied by Defendants. See e.g., Levenstein v. Salafsky, 164 F.3d 

345, 347 (7th Cir. 1998) (“[The exception] is not intended to grant 

litigants license to ignore the distinction between motions to 

dismiss and motions for summary judgment, and the defendants' 

perfunctory arguments for the centrality of these documents are 

unpersuasive.”); Tierney v. Vahle, 304 F.3d 734, 739 (7th Cir. 

2002) (“[T]he scope of the exception recognized in the cases we 

have cited from is uncertain; perhaps it is or should be limited 

to cases in which the suit is on a contract or the plaintiff, if 

he has not attached, has at least quoted from, the document later 

submitted by the defendant.”). In the Complaint itself, Plaintiffs 

do not reference any specific emails Defendants sent as part of 

the alleged contract. To reach the inclusion of the disputed 

emails, the Court would have to stretch “registration materials”

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beyond its reasonable bounds in order to arrive at Defendants’ 

conclusion, a step beyond the narrow exception contemplated by 

Rule 12(b). For this reason, the Court grants Plaintiffs’ motion 

to strike these exhibits. 

B. Motion to Dismiss

Defendants challenge the sufficiency of the complaint under 

Federal Rule of Civil Procedure 12(b)(6). Christensen v. Cty. of 

Boone, 483 F.3d 454, 457 (7th Cir. 2007). A complaint is sufficient 

when it states “a claim to relief that is plausible on its face.” 

Bell Atl. Corp. v. Twombly, 550 U.S. 544, 570 (2007). Facial 

plausibility requires facts from which the court can “draw the 

reasonable inference that the defendant is liable for the 

misconduct alleged.” Ashcroft v. Iqbal, 556 U.S. 662, 673 (2009). 

The Court “accept[s] as true all well-pleaded facts alleged, and 

draw[s] all possible inferences in [the plaintiffs’] favor.” 

Tamayo v. Blagojevich, 526 F.3d 1074, 1081 (7th Cir. 2008). 

Plaintiffs plead three alternative scenarios: first, that 

Defendants breached an express contract providing for in-person 

instruction; second, that Defendants breached an implied contract 

to do the same; and third, that there was, at least, unjust 

enrichment on the part of Northwestern for not refunding any fees 

or tuition. “In Illinois, a breach of contract claim consists of: 

1) the existence of a valid and enforceable contract, 2) breach of 

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the contract by the defendant, 3) performance by the plaintiff, 

and 4) resulting injury to the plaintiff.” Northbrook Bank & Tr. 

Co. v. Abbas, 102 N.E.3d 861, 874 (2018). When interpreting a 

contract, the “primary objective in construing a contract is to 

give effect to the intent of the parties.” Hampton v. Ford Motor 

Co., 561 F.3d 709, 714 (7th Cir. 2009) (citing Vill. Of S. Elgin 

v. Waste Mgmt. of Ill., 810 N.E.2d 658, 670 (2004)). Contracts 

must not be interpreted in a way contrary to “the plain, obvious, 

and generally accepted meaning of its terms.” Asta, L.L.C. v. 

Telezygology, Inc., 629 F.Supp.2d 837, 843 (N.D. Ill. 2009) (citing 

Krilich v. American Nat. Bank and Trust Co. of Chicago, 778 N.E.2d 

1153, 1164 (Ill. App. Ct. 2002). 

1. Educational Malpractice Defense

Defendants first argue that Plaintiffs’ suit ultimately 

challenges the quality of education received and should be 

construed as an educational malpractice claim instead of a breach 

of contract or an unjust enrichment claim. Specifically, 

Defendants point to language where Plaintiffs argue that the remote 

instruction was “materially different” compared to the educational 

experience previously afforded to them. (Compl. ¶ 75.) According 

to Defendants, this is equivalent to “second-guessing the 

professional judgment of the University faculty on academic 

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matters” and thus a not cognizable claim. Ross v. Creighton Univ.,

957 F.2d 410, 417 (7th Cir. 1992). 

“[C]laims sounding in educational malpractice, that is, 

claims alleging negligent instruction, are not cognizable in 

Illinois.” Waugh v. Morgan Stanley & Co., 966 N.E.2d 540, 554 

(2012). Plaintiffs are barred from asking “a jury at trial to 

analyze the quality and methods of the education provided . . . as 

well as an evaluation of the course of instruction and the 

soundness of the teaching methods.” Id. As pled, however, 

Plaintiffs allege that they were promised, either expressly or 

implicitly, that they would receive in-person instruction. While 

plaintiffs do compare the costs of in-person versus online 

education in their complaint, the information can be used as 

evidence of damages, not as evidence that online education is 

lacking as compared to its in-person counterpart. To the extent 

Plaintiffs have implied non-cognizable claims, they are 

appropriately disregarded. For example, the Court will not 

determine whether the lack of access to “libraries, computer labs, 

study rooms,” Compl. ¶ 78, creates a qualitative difference between 

a good educational experience and a poor one. The Court will, 

however, review the materials provided by Plaintiffs and see 

whether they plausibly create an entitlement for students to have 

access to study rooms. 

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Because the Court is not required to evaluate the University’s 

efforts to educate students, only evaluating the contractual 

obligations entered into by each party, the Court finds it 

inappropriate to convert the Complaint into an educational 

malpractice claim and continues with the contractual framework for 

evaluating the motion to dismiss. 

2. Express Contract

Generally, the “basic legal relation between a student and a 

private university or college is contractual in nature.” Bissessur 

v. Indiana Univ. Bd. of Trustees, 581 F.3d 599, 601 (7th Cir. 2009) 

(quoting Ross., 957 F.2d at 416). Plaintiffs first allege that 

there were express terms in their respective admissions letters 

that Northwestern would provide the named Plaintiffs with inperson instruction. A review of the admissions letters sent to the 

named Plaintiffs, however, do not show any promise of in-person 

instruction. (See Polley Admissions Letter, Korzeniowski Decl., 

Ex. 1, Dkt. No. 30-1; Quiroz Admissions Letter, Rastogi Decl., 

Ex. 1, Dkt. No. 31-1; Veeravalli Admissions Letter, Watson Decl., 

Ex. 1, Dkt. No. 32-1; Greenwald Admissions Letter, West Decl., Ex. 

1, Dkt. No. 33-1.) 

The closest the letters reach to any reference of in-person 

instruction are in portions that extoll the benefits of entering 

into a contract with the University in broad terms and are not 

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concrete enough to be actionable. For example, Veeravalli’s

undergraduate admissions letter states that “Northwestern will 

immerse you in an environment with limitless possibilities to 

learn, make a difference, and define your path for future success. 

We are confident you will make a significant contribution to the 

life of the University, both in and out of the classroom.” 

(Veeravalli Admissions Letter) Northwestern cannot be required to 

present a literal environment of “limitless possibility” as the 

university is anchored, as we all are, by temporal reality. Nor 

does reference to students being “in and out of the classroom” 

create an actionable promise to in-person instruction in physical 

classrooms. 

Similarly, Northwestern’s Family Institute admissions letter 

contains a paragraph attempting to induce acceptance by describing 

its program of “unquestioned excellence.” (Quiroz Admission 

Letter) The letter continues, “[y]ou will take courses taught by 

world-renowned faculty, receive extensive supervision and see 

clients in the Family Institute’s own Bette D. Harris Family and 

Child Clinic.” (Id.) Plaintiffs argue that the Family Institute 

Clinic references a physical structure and not a clinical program 

facilitating student-client interactions. A review of the word 

“clinic” shows that it is “a class of medical instruction in which 

patients are examined and discussed,” a definition which does not 

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guarantee a physical location for either the in-person instruction 

or the meeting of patients. Clinic, MERRIAM-WEBSTER DICTIONARY,

https://www.merriam-webster.com/dictionary/clinic (last visited 

Sept. 7, 2021). The Court finds the more natural reading to 

guarantee an education generally, as all the admissions letters 

state in general terms, and not a specific contractual promise of 

location. See Stone v. Signode Indus. Grp. LLC, 943 F.3d 381, 388 

(7th Cir. 2019), cert. denied, 141 S. Ct. 246 (2020) (“Given the 

clarity of the vesting language and the coherence of the 

contractual scheme under the more natural reading of the contract, 

defendants’ position is not persuasive.”). As a result, the Court 

does not find any breach of the express contract. 

3. Implied Contract

In the alternative, Plaintiffs argue that the sum of 

communications generally that Northwestern directed towards 

students created an implied contract of in-person instruction. 

Students may establish that an implied contract between themselves 

and a university as to a specific right. Bissessur, 581 F.3d at 

601. The Seventh Circuit has recognized that “a formal universitystudent contract is rarely employed and, consequently, ‘the 

general nature and terms of the agreement are usually implied, 

with specific terms to be found in the university bulletin and 

other publications; custom and usages can also become specific 

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terms by implication.’” Ross v. Creighton Univ., 957 F.2d 410, 417 

(7th Cir. 1992) (quoting Wickstrom v. North Idaho College, 725 

P.2d 155, 157 (1986)). In order to do so, students must “first 

show that the implied contract establishes an entitlement to a 

tangible continuing benefit.” Bissessur, 581 F.3d at 602. This 

requires an identifiable contractual promise the university failed 

to honor. Id.

Plaintiffs cite to Northwestern’s website, its regularly 

updated Course Catalog, and its Faculty Handbook as evidence that 

a specific contractual promise was created to provide in-person 

instruction. Each of these, however, fail to create an ongoing 

entitlement through an implied contract. 

Implied contracts are created when “the traditional 

requirements for contract formation are present. Duldulao v. Saint 

Mary of Nazareth Hosp. Ctr., 505 N.E.2d 314, 318 (1987). First, 

the language must be clear enough that the student “would 

reasonably believe that an offer had been made.” Id. Second, the 

statement must be disseminated in a manner consistent with an 

offer. Id. Third, the student must “accept the offer by commencing 

or continuing” with their end of the bargain, in this case, the 

payment of tuition and fees. Id.

As alleged by Plaintiffs, Northwestern University maintains 

a public website at the domain www.northwestern.edu in order to 

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advertise its programs to website visitors. These descriptions, 

however, do not have any language that indicates a guarantee has 

been made if prospective students accept the offer of admissions. 

Descriptions of current student experiences, activities and 

physical access do not guarantee the exact same experiences offered 

in the photographs, words, and descriptions found on the website. 

(See, e.g., Compl. ¶ 33 (“Students take advantage of Northwestern’s 

state-of-the-art sound facilities. . .”).) An implied contract 

does not mean that every statement on Northwestern’s public website

creates contractual obligations for future students to have the 

exact same experience. Northwestern’s campus and student 

experience has undoubtably changed dramatically since the 

university’s founding in 1851 and will likely change even more 

dramatically in the next one hundred and seventy years. Absent a 

specific promise to students, the first condition of implied 

contracts in Illinois is not met. 

The same problem plagues the additional evidence provided by 

Plaintiffs. Northwestern’s Course Catalogs note either that 

Northwestern “reserves the right to change without notice in any 

statement in this catalog concerning, but not limited to, rules 

policies, tuition, fees, curricula, and courses” or that the 

registration and academic program policies are “subject to change 

without notice.” (Undergraduate Catalog 2019–20 at 8, Casaza 

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Decl., Ex. 3, Dkt. No. 29-3; The Graduate School Catalog 2019–20 

at 10, Casaza Decl., Ex. 5, Dkt. No. 29-5.) As a result, no student 

could interpret the lists and descriptions of classes as an offer 

creating a guaranteed entitlement. 

Finally, Plaintiffs rely on an internal Faculty Handbook to 

argue that Northwestern has violated its own policies in allowing 

credits to change in response to a pandemic. As pled by Plaintiffs, 

and attested to in Defendants’ response brief, the Faculty Handbook 

is intended to regulate faculty changes to curriculum, and not 

circulated to students as part of its offer of an implied contract. 

Because it is not disseminated in a manner consistent with creating 

a contractual offer, the Court finds it cannot be part of 

Northwestern’s implied contract with its students. 

For all these reasons, Plaintiffs have failed to plead that 

Northwestern breached any implied contractual terms with its 

students. 

4. Unjust Enrichment

Plaintiffs plead unjust enrichment in the alternative to 

their contract claims. Under Illinois law, the relationship 

between a student and a university is contractual in nature. 

Bissessur, 581 F.3d at 601. “Illinois law does not allow a claim 

of unjust enrichment where there is a contract that governs the 

relationship between the parties, unless the claim falls outside 

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the subject matter of the contractual relationship.” Illinois ex 

rel. Hammer v. Twin Rivers Ins. Co., No. 16 C 7371, 2017 WL 2880899, 

at *10 (N.D. Ill. July 5, 2017). Plaintiffs’ Complaint for unjust 

enrichment repeats its claims of contractual obligations, which 

are subject to the express or implied contractual obligations 

discussed previously in this opinion and thus are not eligible for 

unjust enrichment claims. 

The only additional allegation for unjust enrichment pleads 

that the online education had “lesser value” than its in-person 

counterpart. (Compl. ¶ 115.) Because the Court already held that 

comparison in value is a non-cognizable educational malpractice 

claim, the Court cannot grant relief on this ground. 

III. CONCLUSION

For the reasons stated herein, the Court grants in part and 

denies in part Plaintiffs’ Motion to Strike. (Dkt. No. 40.) The 

Court grants Defendant Northwestern’s Motion to Dismiss. (Dkt. 

No. 26.) If the Plaintiffs do not submit an amended complaint 

stating a viable claim within thirty (30) days, the Court will 

enter judgment in favor of the Defendant.

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IT IS SO ORDERED.

Harry D. Leinenweber, Judge

United States District Court

Dated: 9/16/2021

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