JOHN PAUL BEAUDOIN, SR. v. MASSACHUSETTS SCHOOL OF LAW AT ANDOVER, INC., & Others.

NOTICE: Summary decisions issued by the Appeals Court pursuant to M.A.C. Rule
23.0, as appearing in 97 Mass. App. Ct. 1017 (2020) (formerly known as rule 1:28,
as amended by 73 Mass. App. Ct. 1001 [2009]), are primarily directed to the parties
and, therefore, may not fully address the facts of the case or the panel's
decisional rationale. Moreover, such decisions are not circulated to the entire
court and, therefore, represent only the views of the panel that decided the case.
A summary decision pursuant to rule 23.0 or rule 1:28 issued after February 25,
2008, may be cited for its persuasive value but, because of the limitations noted
above, not as binding precedent. See Chace v. Curran, 71 Mass. App. Ct. 258, 260
n.4 (2008).

COMMONWEALTH OF MASSACHUSETTS

APPEALS COURT

23-P-1464

JOHN PAUL BEAUDOIN, SR.

vs.

MASSACHUSETTS SCHOOL OF LAW AT ANDOVER, INC., & others.1

MEMORANDUM AND ORDER PURSUANT TO RULE 23.0

John Paul Beaudoin, Sr., (Beaudoin) commenced this action

against Rohit Bhasin, Michael Coyne, and Massachusetts School of

Law (collectively, defendants), alleging breach of contract,

promissory estoppel, breach of the implied covenant of good

faith and fair dealing, reckless or negligent misrepresentation,

unfair or deceptive acts in violation of G. L. c. 93A, and

unjust enrichment. A judge of the Superior Court allowed the

defendants' motion to dismiss filed pursuant to Mass. R. Civ. P.

12 (b) (6), 365 Mass. 754 (1974). Beaudoin appeals from the

judgment that entered on the judge's order allowing the motion

to dismiss. We affirm in part and reverse in part.

1 Michael L. Coyne and Rohit Bhasin.
Background. The following facts are derived from the

pleadings and documentary evidence before the Superior Court.

At all relevant times, Bhasin was Massachusetts School of Law's

(MSL) director of admissions and Coyne was MSL's president. In

November 2017, Beaudoin inquired online about attending MSL. In

2018 and 2020, Bhasin contacted Beaudoin about his interest in

MSL. In early March 2020, Beaudoin attended an open house at

MSL, where he spoke to Bhasin, who later sent an e-mail message

to Beaudoin stating that MSL was still accepting applications

for the fall 2020 semester. In July 2020, Beaudoin sent an e-

mail message to Bhasin asking whether MSL would be operational

in fall 2020 due to the COVID-19 pandemic. Bhasin replied that

MSL planned to hold "in person" classes in fall 2020.

On August 6, 2020, Bhasin informed Beaudoin of his

acceptance to MSL. Four days later, Beaudoin sent an e-mail

message to Bhasin requesting an exemption from MSL's policy that

students were required to receive influenza vaccines and, once

available, COVID-19 vaccines. In that message, Beaudoin stated,

"I cannot commit to that [getting vaccinated]" and citing his

health history. Bhasin replied:

"If you are over 30 years of age you are not required to
show proof of immunizations or vaccinations to the law
school.[2] No one at the law school will ask you to provide

The parties do not dispute that Beaudoin was over thirty
2

years of age in 2020.

2
proof of a flu shot or COVID 19 shot. If your doctor
thinks it is not advisable to get the COVID vaccine then we
will not require it."3
In reliance on these representations, Beaudoin sent an e-mail

message to Bhasin containing signed documents in which Beaudoin

agreed to pay tuition, abide by MSL's policies, and attend

classes for the fall 2020 semester. Between August 2020 and May

2021, Beaudoin completed thirty credits and remained in good

academic standing.

On June 1, 2021, Beaudoin received an e-mail message from

MSL, stating that before registering for the fall 2021 semester

students would be required to show proof of having received

COVID-19 vaccinations. On June 17, 2021, Beaudoin sent an e-

mail message to MSL with a completed application for a religious

exemption from the COVID-19 vaccination requirement. MSL never

notified Beaudoin of its decision on his application for

exemption. On August 27, 2021, Beaudoin received a letter from

MSL informing him that he was required to complete an "exit

session" for his Federal student loans, which Beaudoin

understood to be a notification that he was no longer enrolled

at MSL.

Discussion. We review the allowance of a motion to dismiss

de novo, accepting as true the allegations in the complaint and

3 It is worth noting that at the time of this discussion, no
COVID-19 vaccine was available.

3
drawing all reasonable inferences in favor of the nonmoving

party. See Curtis v. Herb Chambers I-95, Inc., 458 Mass. 674,

676 (2011). In evaluating a motion to dismiss under rule

12 (b) (6), we generally limit our consideration to "the

allegations in the complaint, although matters of public record,

orders, items appearing in the record of the case, and exhibits

attached to the complaint, also may be taken into account"

(citation omitted). Schaer v. Brandeis Univ., 432 Mass. 474,

477 (2000). To survive such a motion, a complaint must

plausibly suggest an entitlement to relief. See Iannacchino v.

Ford Motor Co., 451 Mass. 623, 636 (2008).

1. Breach of contract. To prevail on a claim for breach

of contract,

"a plaintiff must demonstrate that there was an agreement
between the parties; the agreement was supported by
consideration; the plaintiff was ready, willing, and able
to perform his or her part of the contract; the defendant
committed a breach of the contract; and the plaintiff
suffered harm as a result."

Bulwer v. Mount Auburn Hosp., 473 Mass. 672, 690 (2016). The

parties do not dispute that a contractual relationship existed

between Beaudoin and MSL.4 However, MSL asserts that Bhasin's

4 Bhasin and Coyne were not parties to the contract and thus
not personally liable as a matter of law for any contract-based
counts of the complaint. Cort v. Bristol-Myers Co., 385 Mass.
300, 305 n.5 (1982). Therefore, Beaudoin's claims for breach of
contract, promissory estoppel, breach of the implied covenant of
good faith and fair dealing, unfair or deceptive acts in

4
assurances that Beaudoin would not be asked for proof of

vaccination were not part of the contract for Beaudoin's

enrollment at MSL. Even if the e-mail message added terms to

the contract, MSL argues, the exemption was conditioned on proof

that Beaudoin's physician advised Beaudoin not to receive the

COVID-19 vaccine.

Bhasin's e-mail message stated that persons over thirty

years of age were "not required to show proof of immunizations

or vaccinations to the law school" and informed Beaudoin that

"[n]o one at the law school will ask you to provide proof of a

flu shot or COVID 19 shot." These statements added terms to the

contract between Beaudoin and MSL, and Beaudoin relied on these

representations when he registered at MSL.5 Because the

complaint, which we accept as true, plausibly suggests that the

e-mail message added terms to Beaudoin's contract for

enrollment, dismissal of the breach of contract claim against

MSL was error.

2. Promissory estoppel. Promissory estoppel may arise

when "(1) a representation intended to induce reliance on the

part of a person to whom the representation is made; (2) an act

violation of G. L. c. 93A, and unjust enrichment against Bhasin
and Coyne were properly dismissed.

5 Whether such terms were appropriate as a matter of public
policy was not raised by the parties and thus is not before us.

5
or omission by that person [is taken] in reasonable reliance on

the representation; and (3) detriment [occurs] as a consequence

of the act or omission" (citation omitted). Sullivan v. Chief

Justice for Admin. & Mgt. of the Trial Court, 448 Mass. 15, 27-

28 (2006). The defendants argue only that Bhasin never

represented to Beaudoin that MSL would not require proof of

vaccination to attend classes.

We have already concluded that the complaint sufficiently

alleges that, in response to Beaudoin's statement that he could

not commit to showing proof of vaccination, Bhasin represented

to Beaudoin that MSL would not require proof of vaccination.

Beaudoin, in reliance on Bhasin's representations, agreed to

enroll at MSL, completed a year of school, and was subsequently

barred from enrolling in his second year of law school. Thus,

Beaudoin's complaint plausibly suggests that his inability to

enroll for his second year at MSL caused him injury. Cf.

Nardone v. LVI Servs., Inc., 94 Mass. App. Ct. 326, 332 (2018)

("A party can rely on a promise to his or her detriment without

showing that he or she forwent some other economic

opportunity"). Beaudoin's promissory estoppel claim against MSL

was thus improperly dismissed.

3. Breach of implied covenant of good faith and fair

dealing. "[E]very contract in Massachusetts is subject to an

6
implied covenant of good faith and fair dealing." Robert &

Ardis James Found. v. Meyers, 474 Mass. 181, 188 (2016). Under

the covenant, "neither party shall do anything that will have

the effect of destroying or injuring the right of the other

party to receive the fruits of the contract" (citation omitted).

Id. at 189. "Not every breach of contract, however, is a breach

of the implied covenant of good faith and fair dealing." Nagel

v. Provident Mut. Life Ins. Co. of Philadelphia, 51 Mass. App.

Ct. 763, 768 (2001). Although the plaintiff is not required to

show bad faith, "the plaintiff has the burden of proving a lack

of good faith," which "can be inferred from the totality of the

circumstances." Robert & Ardis James Found., supra.

For the reasons stated above, the complaint plausibly

stated a claim for breach of the implied covenant of good faith

and fair dealing, where MSL's alleged failure to perform was not

in good faith and impaired Beaudoin's right to enroll for his

second year.6 See Robert & Ardis James Found., 474 Mass. at 188-

189. Dismissal of the claim against MSL for breach of the

implied covenant of good faith and fair dealing was error.

Beaudoin's allegation that MSL failed to rule on his
6

request for a vaccination exemption or notify him of the reason
for "unenrolling" him also supports Beaudoin's claim for breach
of the implied covenant of good faith and fair dealing.

7
4. Negligent misrepresentation. To recover for negligent

misrepresentation, a plaintiff must prove

"that the defendant (1) in the course of his business,
(2) supplie[d] false information for the guidance of others
(3) in their business transactions, (4) causing and
resulting in pecuniary loss to those others (5) by their
justifiable reliance upon the information, and (6) with
failure to exercise reasonable care or competence in
obtaining or communicating the information."

O'Connor v. Merrimack Mut. Fire Ins. Co., 73 Mass. App. Ct. 205,

213 (2008). Beaudoin's complaint alleged that Bhasin falsely

told Beaudoin that MSL would not request proof of vaccination

before Beaudoin could register for classes.7 MSL counters that

Bhasin did not make such a representation to Beaudoin. As

described above, reading the complaint as true, Bhasin did

represent that MSL would not require Beaudoin to provide proof

of vaccination.

MSL further contends that Bhasin's statements related only

to conditions that might have existed in the future, and thus

the statements were inactionable as negligent misrepresentation.

"[S]tatements about future events concerning the conduct of a

business may be actionable as misrepresentations when the

parties to the transaction are not on equal footing but where

one has or is in a position where he should have superior

7 The complaint does not allege that Coyne made false
representations, or that he had any knowledge of or involvement
in the representations made by Bhasin.

8
knowledge concerning the matters to which the misrepresentation

relate" (quotations and citations omitted). Brewster

Wallcovering Co. v. Blue Mountain Wallcoverings, Inc., 68 Mass.

App. Ct. 582, 601 n.45 (2007). Here, where Bhasin was MSL's

director of admissions, Bhasin had or should have had superior

knowledge relative to Beaudoin about MSL's vaccination policies

and Bhasin's ability to promise that MSL would not require

Beaudoin to be vaccinated. Therefore, Beaudoin's claim for

negligent misrepresentation should not have been dismissed

against MSL or Bhasin.8

5. Chapter 93A. Chapter 93A makes unlawful "unfair or

deceptive acts or practices in the conduct of any trade or

commerce." G. L. c. 93A, § 2 (a). Although charitable

corporations are not immune from c. 93A claims, "[i]n most

circumstances, a charitable institution will not be engaged in

trade or commerce when it undertakes activities in furtherance

of its core mission." Squeri v. Mount Ida College, 954 F.3d 56,

72 (1st Cir. 2020), quoting Linkage Corp. v. Trustees of Boston

Univ., 425 Mass. 1, 24-26 (1997). The provision of education to

8 The complaint also includes a claim of reckless
misrepresentation. Beaudoin does not plausibly allege that
Bhasin "made a false representation of a material fact with
knowledge of its falsity." See O'Connor, 73 Mass. App. Ct. at
212. Thus, the judge did not err by dismissing the claim of
reckless misrepresentation.

9
students at a nonprofit college does not fall under the

definitions of "trade" or "commerce." Squeri, supra, at 73.

Recruiting students to enroll at MSL is part of MSL's core

mission of providing education to students. Because MSL engaged

in student recruitment in furtherance of its core mission,

Beaudoin failed to state a claim for a violation of Chapter 93A,

and the judge properly dismissed this count of his complaint.

6. Unjust enrichment. Unjust enrichment is the "retention

of money or property of another against the fundamental

principles of justice or equity and good conscience" (citation

omitted). Santagate v. Tower, 64 Mass. App. Ct. 324, 329

(2005). Restitution is a

"remedy by which a person who has been unjustly enriched at
the expense of another is required to repay the injured
party. . . . [It] is appropriate only if the circumstances
of its receipt or retention are such that, as between the
two persons, it is unjust for [one of them] to retain it"
(citation omitted).

Id. Here, the complaint did not allege facts sufficient to

suggest that MSL was unjustly enriched at Beaudoin's expense.

Beaudoin paid MSL for one year of law school education, and MSL

provided Beaudoin one year of law school education. Thus, the

judge properly dismissed the unjust enrichment count.

Conclusion. We reverse so much of the judgment that

dismissed Beaudoin's claims against MSL for breach of contract,

promissory estoppel, breach of the implied covenant of good

10
faith and fair dealing, and negligent misrepresentation. We

also reverse so much of the judgment that dismissed Beaudoin's

claim against Bhasin for negligent misrepresentation. We affirm

so much of the judgment that dismissed Beaudoin's claims against

Coyne for negligent or reckless misrepresentation, unjust

enrichment, and violation of G. L. c. 93A. We further affirm so

much of the judgment that dismissed Beaudoin's claims against

MSL and Bhasin for reckless misrepresentation, unjust

enrichment, and violation of G. L. c. 93A. Finally, we affirm

so much of the judgment that dismissed the contract-based counts

of the complaint (breach of contract, promissory estoppel,

breach of the implied covenant of good faith and fair dealing)

against the individual defendants, Bhasin and Coyne.

So ordered.

By the Court (Englander,
Hershfang & Brennan, JJ.9),

Clerk

Entered: February 11, 2025.

9 The panelists are listed in order of seniority.

11