holding that university bulletin merely estimating anticipated future tuition increases was insufficient to support express or implied contractual obligation
How later courts described this case
- holding that university bulletin merely estimating anticipated future tuition increases was insufficient to support express or implied contractual obligation
- directing analysis, in “construing the terms of a contract” and “ascertaining [its] intent,” of the “circumstances surrounding the making of the contract” and the perspective of “a reasonable person in the position of the parties”
- words that “expressed an expectancy by the University regarding future increases” in tuition did not constitute “a promise susceptible of enforcement”
- “University bulletins customarily contain a great deal of information concerning what the prospective student may expect,” which may not be binding under “general principles of contract construction”
Written by the judges who cited it.
The opinion
HARRIS, Associate Judge,
concurring:
I concur in the affirmance. The statements in appellee’s Bulletin concerning future tuition increases were too hedged with *1369 qualifications to be considered promises which the University was obligated to perform. Appellants had no reasonable expectations which deserve protection. See Granfield v. Catholic University of America, 174 U.S.App.D.C. 183, 187-89 , 530 F.2d 1035, 1039-41 , cert. denied, 429 U.S. 821 , 97 S.Ct. 68 , 50 L.Ed.2d 81 (1976).
The case necessitates a brief discussion of rules of contract interpretation, of which the court’s opinion cites four. The circumstances surrounding the formation of the contract must be examined, and the parties’ motives and purposes must be considered. Nevertheless, the words used in a contract are to be given their common meaning, and also the meaning which reasonable persons in the parties’ positions would intend. Finally, the words must be evaluated in the context of the surrounding language.
Appellants have cited to us another rule, contra profferentem, which calls for the construction of ambiguities against the party who drafted the language. Burbridge v. Howard University, D.C.App., 305 A.2d 245 , 248 n.8 (1973); Cowal v. Hopkins, D.C.App., 229 A.2d 452, 454 (1967).
I add two more ingredients to this legalistic bouillabaise. In Greene v. Howard University, 134 U.S.App.D.C. 81, 88 , 412 F.2d 1128, 1135 (1969), the United States Court of Appeals observed:
Contracts are written, and are to be read, by reference to the norms of conduct and expectations founded upon them. This is especially true of contracts in and among a community of scholars, which is what a university is. The readings of the marketplace are not invariably apt in this non-commercial context.
Earlier, the same court, in Real Estate Title Insurance Co. v. District of Columbia, 82 U.S.App.D.C. 170, 172 , 161 F.2d 887, 889 (1949), after warning about the difficulty in framing exhaustive definitions of words, had observed:
The courts will always look behind the terminology to ascertain what the parties intended in making the contract. [Citations omitted.]
Although no sensible interpretation of the Bulletin’s language could support the claim that the University had made a binding obligation, I think it best to recognize that rules serve to guide decisions, not to control them, K. Llewellyn, The Common Law Tradition: Deciding Appeals 179 (1960), and that courts have some discretion in applying them. Cf. id. at 217-19 .
The per curiam opinion cites the Restatement of Contracts § 32 (1932) for the proposition that a contract must be reasonably certain. I note that the Restatement (Second) of Contracts §§ 32-33 (Tent. Draft No. 1, 1964) and §§ 2-204(3) and 2-305 through 309 of the Uniform Commercial Code, D.C.Code 1973, §§ 28:2-204(3), 2-305-309, are much less demanding about certainty and set forth methods for resolving vagueness problems. * Our decision today does not commit us to a standard of certainty so restrictive that it might frustrate reasonable expectations in another case. The authorities which I cite do give guidance on clarifying uncertainty. Moreover, this jurisdiction long ago imposed upon contracting parties who have left terms open for subsequent decision a good faith duty to reach agreement. Morris v. Ballard, 56 App.D.C. 383 , 16 F.2d 175 (1926). Cf. City Stores Co. v. Ammerman, 266 F.Supp. 766, 772-76 (D.D.C.1967), aff’d, 129 U.S.App. D.C. 325, 394 F.2d 950 (1968). See generally Knapp, Enforcing the Contract to Bargain, 44 N.Y.U.L.Rev. 673 (1969).
With these few additional observations, I join in the court’s decision.
The Uniform Commercial Code may be a source of guidance in resolving contract disputes in areas not specifically covered by the statute. See Knapp, Enforcing the Contract to Bargain, N.Y.U.L.Rev. 673, 690-91 (1969); Note, The Uniform Commercial Code as a Premise for Judicial Reasoning, 65 Colum.L.Rev. 880 (1965). Compare Restatement (Second), supra, at § 32(2) with § 2-204(3) of the U.C.C., D.C. Code 1973, § 28:2-204(3). See also Williams v. Walker-Thomas Furniture Co., 121 U.S.App. D.C. 315, 318-19, 350 F.2d 445, 448-49 (1965).