Contract Law Principles: University Admissions and Employment

University Admissions and Contract Formation

Sean Brosnan was a high school senior who filled out college applications in September 2015, including an early decision application to a university. In December, Brosnan received a thick packet from that university containing a glossy brochure entitled "Welcome to [University]." The first page of the brochure stated: "Welcome to [University]!! We are delighted to have you as a member of the university community! We will be holding a place for you in the class of 2020 if you submit a $200 deposit by January 20. We would remind you that by your application for early decision, you indicated your commitment that if you were accepted to [University], you would withdraw any applications that you have filed to other colleges and universities."

The brochure also included an "Acceptance Coupon" providing that the signer was making a "definite commitment to attend [University] during the coming academic year, to withdraw applications from any other colleges and universities, and to enclose a check for $200." Brosnan signed the coupon, enclosed a $200 check, and sent both to the university's Admissions Office. He then withdrew his applications from the six other universities to which he had applied.

A few days later, the Director of Admissions called Brosnan and said: "I'm sorry, we did not intend to give you the impression that you had been accepted. Your mailing should have been a deferral letter and should not have included the acceptance brochure. In any case, you had no business sending in a check — we didn't even send you a letter of acceptance. We are returning your check."

While it was not technically an explicit written acceptance letter, the materials sent to Brosnan clearly gave the impression that an offer and acceptance were being extended to him. This conclusion is supported by several arguments under common law contract principles.

First, the information packet indicated that he had been accepted even if a formal "acceptance letter" was not technically included. Second, the packet stated that all he had to do to secure his spot was submit a $200 deposit — which he did. The packet explicitly characterized that act as a "definite commitment" to attending the school. In essence, the university offered him a contract: he would pay tuition upon acceptance and would receive consideration in the form of his education and related services. The tendering of the $200 check was his acceptance of that offer.

Third, and perhaps most importantly, the packet explicitly instructed him to withdraw his applications to other schools. Brosnan relied on the information in the packet, and that reliance turned out to be to his detriment when the university reversed course and informed him he had not been accepted. While some might argue that he should not have relied on the packet without receiving a separate, formal acceptance letter, the packet itself made clear that he was to do exactly what he did. Under these circumstances, the university would owe him some form of damages — if not outright admission — due to its error. The mistake was the university's, not Brosnan's.

Although the question calls for analysis from both the university's and Brosnan's perspectives, the conclusion is difficult to avoid: whoever sent that packet to Brosnan, given his non-accepted status, clearly erred. If such a packet is routinely sent to non-accepted applicants — which seems highly unlikely — its language must be drastically revised, because it does create a contract once the deposit is rendered. The university's subsequent attempt to avoid the contract it had created was itself improper and potentially actionable, particularly given that Brosnan had already detrimentally relied on the university's representations by withdrawing six other applications. The university's conduct reflected not only carelessness but also a failure of good faith once the error was discovered.

Suppose the university had discovered its error and contacted Brosnan before receiving his signed acceptance coupon and check. Would this change the analysis?

It would — but only because under those circumstances the contract described above would be void, since the offer would have been revoked before Brosnan had rendered his acceptance. Under basic offer-and-acceptance doctrine, an offeror may revoke an offer at any time before the offeree's acceptance is communicated. Without acceptance, no binding contract is formed.

Effect of Revocation Before Acceptance

Even so, the university should never send materials of that nature to an applicant who has not been officially accepted. At the very minimum, any language in such a packet that formalizes a contractual commitment — such as the request for a deposit to "commit" a student's place and the instruction to withdraw applications from other institutions — should be removed or clearly qualified to avoid any reasonable impression of acceptance.

In Woolley v. Hoffman-LaRoche, Inc., it is clear that there was not a formal employment contract, but the company's employment handbook indicated otherwise. Since there was no written employment contract to contradict what was stated in the handbook, the handbook effectively became the operative document. As the court noted, all the employer needed to do was update the handbook accordingly, or at minimum include a clause stating that any separate employment contract supersedes the handbook's provisions. Because the handbook was the only governing document, the case was decided on its terms.

The at-will employment doctrine ordinarily permits an employer to terminate an employee for any reason or no reason at all. However, where an employer publishes policies — whether in a handbook or otherwise — those policies may give rise to enforceable obligations if employees reasonably rely on them.

Conclusion

Across all three scenarios, the same foundational principles of common law contract apply: without a valid offer, acceptance, and consideration — or detrimental reliance on a clear promise — no enforceable contract exists. The university admissions scenario is the most nuanced, as the erroneous packet created a reasonable impression of acceptance and induced Brosnan to act to his detriment. The employment handbook scenario reinforces that written policies carry legal weight even absent a formal contract, and the housekeeping scenarios illustrate the basic rule that informal arrangements with no promise of payment cannot support a compensation claim.