The Volokh Conspiracy
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Contract Claim Over Private School Expulsions, Allegedly Caused by Parents' Organizing Against Ideological Curriculum Changes, Can Go Forward
"Beginning in the summer of 2020, the school began to change its curriculum to focus on politicized issues of race and gender identity. At some point, the Turpins learned that the school was teaching their sixth-grade child various polarizing concepts such as 'Republicans are white supremacists.'"
Some excerpts from the long Turpin v. Charlotte Latin Schools, Inc., decided today by the N.C. Supreme Court, in an opinion by Justice Richard Dietz, joined by Chief Justice Paul Newby and Justices Philip Berger Jr., Tamara Barringer, and Trey Allen:
According to the complaint in this case, Plaintiffs Doug and Nicole Turpin sent their children to a private school called Charlotte Latin School. Beginning in the summer of 2020, the school began to change its curriculum to focus on politicized issues of race and gender identity. At some point, the Turpins learned that the school was teaching their sixth-grade child various polarizing concepts such as "Republicans are white supremacists." The school also required young students to read books on sexuality and gender identity that were not age appropriate.
The Turpins started organizing with other parents to voice their concerns about the school curriculum in 2021. Eventually, the Turpins scheduled a meeting with school leadership. At the meeting, the school was not interested in discussing the Turpins' concerns. Instead, the school terminated the Turpins' enrollment contracts and expelled their children with no advance warning….
The subject matter of this lawsuit no doubt touches on divisive topics in contemporary social discourse. But none of those divisive topics have any bearing on the legal issues before this Court today. Our task is to determine if the Turpins' complaint satisfies the "notice pleading" standard that applies in civil cases. That well-settled standard requires the complaint to contain a "short and plain statement" sufficient to notify the defendants of "the events or transactions which produced the claim." When reviewing a complaint under this standard, courts must take all the allegations as true and cannot grant a motion to dismiss unless it "appears certain that plaintiffs could prove no set of facts which would entitle them to relief." …
There's a lot going on in the 16K words of opinions, but here's the heart of the analysis allowing Turpins' breach of contract claim to go forward:
[T]he crux of this contract claim is a termination clause permitting Charlotte Latin to end enrollment if one of two contractual criteria is satisfied…. The termination provision permits Charlotte Latin to "discontinue enrollment" whenever it determines that one of two criteria is satisfied: (1) a parent's actions make a "positive, collaborative working relationship" with the school impossible or (2) the parent's actions "seriously interfere" with the school's mission:
A positive, collaborative working relationship between the School and a student's parent/guardians is essential to the fulfillment of the School's mission. Therefore, the School reserves the right to discontinue enrollment if it concludes that the actions of a parent/guardian make such a relationship impossible or seriously interfere with the School's mission.
The Turpins allege that the school violated this termination provision and, as a result, breached the contract. Their factual allegations are straightforward: Charlotte Latin claimed to be expelling the students under this termination clause because the Turpins made a collaborative relationship impossible or were seriously interfering with the school's mission. But, according to the complaint, Charlotte Latin didn't actually believe that. The Turpins allege that the school decided to expel their children for reasons that were not permitted by the contract and then used the contractual grounds as a false pretext.
Importantly, even Charlotte Latin concedes that, if this were true—that is, if the school acted under a false pretext—it would be a breach of the contract. In their briefing, the school acknowledged that the Turpins could state a claim based on "allegations of some improper pretext on Latin's part—such as an attempt to get out of a bad deal." And at oral argument, Charlotte Latin again conceded that the termination clause "may not be invoked with a pretext or in bad faith."
This is precisely what the complaint alleges. The Turpins contend that the school acted under a false pretext and knew that the termination criteria were not actually satisfied. That is the core factual theme of the Turpins' lengthy complaint—they allege that Charlotte Latin knew the Turpins were being collaborative and respectful and knew that their views did not interfere with the mission of a school whose very name invokes a focus on the classical traditions of discourse, rationality, and critical thinking. But, the Turpins allege, the school was determined to retaliate against them for other reasons and used the contractual grounds as the false pretext to do so….
Thus, under the "notice pleading" standard described above, the Turpins have stated a claim that moves past the pleading stage….
Of course, the Turpins cannot yet know the real reason behind the pretext. How could they? Are they mind-readers? … This is precisely why these types of factual allegations, concerning something in the mind of the defendant, cannot be fully explained at the pleading stage. Instead, "intent, knowledge, and other condition of mind of a person may be averred generally." That is what the Turpins did here.
It is worth noting, as well, that the complaint does contain many possible explanations for the false pretext…. [T]o point out just one obvious explanation contained in the complaint, … [t]he Turpins allege that the school was infected by "what has come to be known in American society as 'cancel culture.'" They further allege that they chose to stand up to that "cancel culture" movement and formed the Refocus Latin group to challenge it. One can readily infer from the complaint that one possible reason for the school's pretext was that leadership had to "cancel" the Turpins, as they allege, because school officials were fearful that if they didn't find a way to cancel the Turpins, they might be canceled themselves….
Justice Allison Riggs, joined by Justice Anita Earls, dissented in relevant part; to summarize (and necessarily oversimplify) a long opinion, the dissent took the view that the school's contracts with the parents gave the school "near unfettered discretion to terminate a student's enrollment":
[T]he Enrollment Agreement (EA)… provides that "I understand that a student's attending the School is a privilege and not a right, and that, in all cases, the School retains the right to determine, in its sole discretion, whether or not to select a student for admission or to re-enroll a student." The [Parent-School Partnership], incorporated into the EA, allows Charlotte Latin to terminate a student's enrollment at any time, in its discretion, based on parental behavior. The termination provision reads:
A positive, collaborative working relationship between the School and a student's parent/guardians is essential to the fulfillment of the School's mission. Therefore, the School reserves the right to discontinue enrollment if it concludes that the actions of a parent/guardian make such a relationship impossible or seriously interfere with the School's mission.
Under both provisions, Charlotte Latin has broad, and indeed, near unfettered discretion to terminate a student's enrollment…. [P]rivate schools enter into contractual agreements with parents that set out terms for a child's enrollment. In forming these contractual relationships, parents and schools enjoy the freedom of contract. Parents may negotiate for different terms, including narrower termination clauses, and private schools have the right to establish their own set of rules. Parents are under no obligation to enroll their children at a particular private school—they may choose to accept the private school's contractual terms (and enroll their children) or reject the terms (and enroll their children elsewhere).
The reality is that private schools, founded on the freedom to contract and associate, are allowed to not tolerate differing viewpoints or independent thought. As long as they do not violate state or federal law or seek to enforce contracts in convention of public policy, private schools may terminate enrollments based on political ideology—and if parents are unhappy, they may exercise the right to contract with a different school that better aligns with their preferences or send their children to public schools, where the freedom to contract does not vest the school administrators with such unfettered discretion. To the extent that the complaint alleges that any reason Charlotte Latin gave for the termination was pretext, and that the children's enrollment was terminated because of "cancel culture," Charlotte Latin was allowed to do exactly that under the broad discretion it retained under the contract.
The PSP and EA expressly provided for unilateral termination at Charlotte Latin's sole discretion, whenever Charlotte Latin determined that the parent-school relationship was untenable…. Per the plain language of both the PSP and the EA, the determination of the unworkability of the parent-school relationship is entirely the school's decision to make—despite the majority's cursory attempt to distinguish Canteen, this is the same sort of unilateral authority retained by one of the contracting parties. The Turpins exercised the right to contract and agreed to abide by the termination clause in the contract when they chose to enroll their children at Charlotte Latin. In doing so, they agreed to give Charlotte Latin broad discretion over whether, when, and why to terminate their children's enrollment. The Turpins could have negotiated for a clause limiting Charlotte Latin's unilateral ability to terminate the enrollment agreement. They did not. Instead, Charlotte Latin retained the unilateral discretion to terminate the children's enrollment whenever it decided the relationship was untenable—including if it believed the Turpins' political beliefs were inconsistent with the school's values….
Whether Charlotte Latin terminated the children's enrollment because it did not like how the Turpins were communicating with the school, it disagreed with how the Turpins sought to shape curriculum to match their political beliefs, or for any other reason not prohibited by anti-discrimination laws, both the EA and PSP allowed the children's enrollment to be terminated in Charlotte Latin's sole discretion, based on Charlotte Latin's sole perception of the future tenability of the parent-school relationship. Charlotte Latin was permitted to terminate the contract whenever it decided a positive, collaborative working relationship was impossible, and it did so here, regardless of whether its proffered reason of communication was pretext for simply disliking the Turpins' views. Charlotte Latin was entitled to determine that either reason was sufficient to discontinue enrollment….
The court also allowed parents' separate fraud and defamation claims to go forward.
Christopher S. Edwards, Alex C. Dale, and Alexandra E. Ferri (Ward and Smith, P.A) and Jonathan A. Vogel (Vogel Law Firm PLLC) represent the parents.
