JASON MOSS V WAYNE STATE UNIVERSITY
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STATE OF MICHIGAN
COURT OF APPEALS
JASON MOSS,
UNPUBLISHED
December 1, 2009
Plaintiff-Appellant,
v
WAYNE STATE UNIVERSITY and WAYNE
STATE UNIVERSITY BOARD OF
GOVERNORS,
No. 286034
Court of Claims
LC No. 08-000014-CK
Defendants-Appellees.
Before: Talbot, P.J., and O’Connell and Davis, JJ.
PER CURIAM.
Plaintiff appeals as of right from the trial court’s order granting summary disposition in
favor of defendants. We affirm. This appeal has been decided without oral argument pursuant to
MCR 7.214(E).
Defendant Wayne State University (“university”) faced uncertainty about receiving state
funds for the 2007-2008 academic year and decided to increase tuition by 12.8% and add a percredit hour contingency fee. The contingency fee was eliminated for the winter semester of
2008, following the state’s repayment of the deferred payment for 2007. The fees collected in
the fall of 2007 were apparently used to pay off a foundation loan, to add to a rainy-day fund,
and for improvement of classrooms and technology, research and clinical trials, and student
retention programs. Plaintiff, as a representative of a class of students at the university, filed the
instant lawsuit challenging the retention of the contingency fees collected in the fall 2007
semester despite the university’s receipt of state funds.
The Court of Claims dismissed this case under MCR 2.116(C)(4) for lack of jurisdiction.
The court reasoned that the Michigan Constitution does not permit interference with the
management and control of a constitutionally created university unless an expenditure of its nonstate appropriated funds violates the constitution or public policy. See Const 1963, art 8, § 5.
We review the trial court’s grant or denial of a motion for summary disposition de novo.
Travelers Ins Co v Detroit Edison Co, 465 Mich 185, 205; 631 NW2d 733 (2001).
This Court has held that we “may interfere with university control only if the proposed
expenditure violates our Constitution or public policy.” Sprik v Regents of the Univ of Michigan,
43 Mich App 178, 187; 204 NW2d 62 (1972), aff’d 390 Mich 84; 210 NW2d 332 (1973). But
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the issue in this case is not whether the university used its funds appropriately, but whether it was
legally entitled to keep the contingency fees from the fall 2007 semester. Thus, the Court of
Claims had jurisdiction over the lawsuit.
The university issued the following press release in July 2007 regarding the tuition
increase and the contingency fees:
The adopted proposal also calls for a contingency fee of $13 per credit hour to
help Wayne State guard against additional shortfalls if the university does not
receive any or all of the $20 million in deferred state monies by the due date of
October 17, 2007. The contingency fee will be discontinued for the winter
semester if the state reimburses as promised.
Plaintiff argues that this press release constituted a contract between the university and its
students, in which the university agreed to refund the contingency fees for the fall semester if the
subsequent express condition, namely, that the state reimbursed the deferred payment as
promised, was met. “The essential elements of a valid contract are the following: (1) parties
competent to contract, (2) a proper subject matter, (3) a legal consideration, (4) mutuality of
agreement, and (5) mutuality of obligation.” Hess v Cannon Twp, 265 Mich App 582, 592; 696
NW2d 742 (2005) (internal quotations omitted). Plaintiff argues that the press release, which
stated that the fees were “contingent” and designed to “guard against additional shortfalls if the
university [did] not receive” the full funding from the state, was a contract with an express
condition that divested the university of its right to retain the contingency fee in the event it
received funding from the state. There is no express contract here because the language in the
press release did not explicitly include an agreement to return any fees collected if a condition
was met.
Plaintiff also argues that there was an implied promise to return fees in the event that they
were not needed. “Where the parties do not explicitly manifest their intent to contract by words,
their intent may be gathered by implication from their conduct, language, and other
circumstances attending the transaction.” Featherston v Steinhoff, 226 Mich App 584, 589; 575
NW2d 6 (1997). Here, there is no indication that the university intended to return the
contingency fees collected for the fall semester. In fact, the express language of the press release
stated that “if the state reimburses as promised,” the university would discontinue the
contingency fee in the winter semester, which it did. The university made clear what it intended
to do if that condition was met, and there is no indication that the university intended to enter a
contract to return the fees collected in the fall semester if it received full state funding. The
university’s budget and finance committee decided to approve the contingency fee and issued the
following statement: “[I]f the state’s repayment comes through, and all money owed the
university is repaid, the contingency fee would be eliminated in the Winter 2008 semester.”
Committee members even made suggestions on programs and projects for which additional
funds could be used if the state reimbursed the university. The law requires mutual assent or a
meeting of the minds on all the essential terms to constitute a contractual agreement. See
DaimlerChrysler Corp v Wesco Distribution, Inc, 281 Mich App 240, 246; 760 NW2d 828
(2008). In this case, there was no such agreement on the part of the university to reimburse the
fall semester contingency fees.
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Plaintiff also argues that the university was unjustly enriched by the retention of the
contingency fees. However, the university is a tax-exempt institution and, as such, it “fit[s] into
the general education scheme provided by the state and supported by taxation, so that it makes a
substantial contribution to the relief of the burden of the government in educating the people.”
Kalamazoo Aviation History Museum v City of Kalamazoo, 131 Mich App 709, 713-714; 346
NW2d 862 (1984). The fees collected were used for programs and projects to further the
educational goals of the institution. “[T]he law implies a contract to prevent unjust enrichment,
which occurs when one party receives a benefit from another the retention of which would be
inequitable.” Martin v East Lansing School Dist, 193 Mich App 166, 177; 483 NW2d 656
(1992). Here, plaintiff and other students gained a general benefit from the university’s
expenditures, which included spending in areas that would directly benefit students, such as on
classroom and technological improvements. The university was not the sole recipient of a
benefit: the students also benefited from these expenditures. Therefore, it was not inequitable
for the university to retain the contingency fees under this theory.
“[W]e will not reverse the lower court when it reaches the correct result, albeit for the
wrong reason.” Netter v Bowman, 272 Mich App 289, 308; 725 NW2d 353 (2006). Here, the
Court of Claims erred in granting summary disposition in favor of defendants for lack of
jurisdiction. But because there was no enforceable contract, either express or implied, summary
disposition is proper on this ground, and we will not reverse the trial court’s ruling.
Affirmed.
/s/ Michael J. Talbot
/s/ Peter D. O’Connell
/s/ Alton T. Davis
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