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Appeals Court of Massachusetts.



Decided: April 27, 2021

By the Court (Green, C.J. & Vuono & Shin, JJ.1)


Mason Woolley brought suit against Smith College (Smith), a member of the “Five College Consortium” (Consortium),2 raising claims based in contract and for promissory estoppel in his amended complaint. All the claims stemmed from Smith's enforcement of a no-trespass order issued by another member of the Consortium, Mount Holyoke College (Mount Holyoke). On Smith's motion a Superior Court judge dismissed Woolley's amended complaint under Mass. R. Civ. P. 12 (b) (6), 365 Mass. 754 (1974), and Woolley appeals.

The amended complaint alleges the following facts. In the summer of 2017, Woolley, an incoming student at the University of Massachusetts at Amherst (UMass), was a regular visitor of Mount Holyoke's campus library, which is open to the public. After Woolley had several encounters with the campus police, Mount Holyoke issued a no-trespass order banning him from the campuses of Mount Holyoke, Smith, and Hampshire College. In the ensuing school year, Woolley, while enrolled at UMass, contacted Smith twice asking that the no-trespass order be removed so that he could take courses there. Smith did not respond.

Based on these allegations, Woolley asserted four claims against Smith: breach of contract, breach of the covenant of good faith and fair dealing, breach of contract under a third-party beneficiary theory, and promissory estoppel. In determining whether these claims can survive dismissal under Mass. R. Civ. P. 12 (b) (6), “[t]he ultimate inquiry is whether [Woolley] alleged such facts, adequately detailed, so as to plausibly suggest an entitlement to relief.” Greenleaf Arms Realty Trust I, LLC v. New Boston Fund, Inc., 81 Mass. App. Ct. 282, 288 (2012). See Iannacchino v. Ford Motor Co., 451 Mass. 623, 636 (2008). We review the judge's decision de novo. See Curtis v. Herb Chambers I-95, Inc., 458 Mass. 674, 676 (2011).

To state a claim for breach of contract, a plaintiff must allege facts showing, among other things, the existence of a valid contract. See Singarella v. Boston, 342 Mass. 385, 387 (1961). Here, the amended complaint contains no facts establishing that there was a contract, express or implied, between Woolley and Smith. Woolley was never a student at Smith and paid it no tuition. That Smith, as a member of the Consortium, “opened up its campus” to UMass students does not plausibly suggest the existence of a contractual relationship, as Woolley contends. For this reason alone, the judge correctly dismissed the claims for breach of contract and for breach of the covenant of good faith and fair dealing. See Levenson v. L.M.I. Realty Corp., 31 Mass. App. Ct. 127, 131 (1991) (where there is no contract, there can be no breach of implied covenant of good faith and fair dealing).

Woolley also failed to state a claim for breach of contract under a third-party beneficiary theory. “[A] contract does not confer third-party beneficiary status unless the ‘language and circumstances of the contract’ show that the parties to the contract ‘clear[ly] and definite[ly]’ intended the beneficiary to benefit from the promised performance.” Cumis Ins. Soc'y, Inc. v. BJ's Wholesale Club, Inc., 455 Mass. 458, 466 (2009), quoting Anderson v. Fox Hill Village Homeowners Corp., 424 Mass. 365, 366-367 (1997). The amended complaint does not identify a contract to which Smith is a party, let alone allege facts showing that Smith clearly intended that Woolley benefit from the performance. At most, the amended complaint establishes that Woolley was an incidental beneficiary of the shared use of resources among the members of the Consortium. This is insufficient to suggest a plausible entitlement to relief under a third-party beneficiary theory. See Anderson, supra.

Likewise, Woolley has failed to state a claim under a promissory estoppel theory. For promissory estoppel to apply, there must be a promise that the defendant “should reasonably expect to induce action or forbearance of a definite and substantial character on the part of the [plaintiff].” Vacca v. Brigham & Women's Hosp., Inc., 98 Mass. App. Ct. 463, 472 (2020), quoting Loranger Constr. Corp. v. E.F. Hauserman Co., 6 Mass. App. Ct. 152, 154, S.C., 376 Mass. 757 (1978). Beyond conclusory assertions, the amended complaint does not allege that Smith made a promise to Woolley, nor does it allege facts sufficient to establish that any such promise was one on which Woolley reasonably relied to his detriment. Again, that Smith shared resources with other members of the Consortium does not plausibly suggest that Woolley is entitled to relief.

Finally, we reject Woolley's contention that the judge erred by not converting Smith's motion to dismiss to one for summary judgment. Smith's motion did not rely on any materials outside the pleadings and was thus properly resolved under Mass. R. Civ. P. 12 (b) (6). To the extent Woolley argues that the judge should have considered the materials Woolley attached to his opposition to the motion, the judge stated in his decision that he “review[ed] and consider[ed] ․ all submissions.” In any event, our review is de novo, and, even after considering the materials submitted by Woolley, we conclude that the complaint was correctly dismissed.

To the extent we have not specifically addressed any of Woolley's arguments, we see nothing in them that warrants further discussion.

Judgment affirmed.


2.   The Consortium consists of Smith, Amherst College, Hampshire College, Mount Holyoke College, and the University of Massachusetts at Amherst. Although Woolley also raised claims against Hampshire College, he later voluntarily dismissed them.

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