
    James “Jak” KNELMAN, Plaintiff-Appellant, v. MIDDLEBURY COLLEGE, Bill Beaney, Defendants-Appellees.
    No. 13-2614-cv.
    United States Court of Appeals, Second Circuit.
    June 23, 2014.
    Joseph W. Anthony (Mary L. Knob-lauch, on the brief), Anthony Ostlund Baer & Louwagie P.A., Minneapolis, MN, and Robert F. O’Neill and Andrew D. Manti-sky, Gravel and Shea PC, Burlington, VT, for Plaintiff-Appellant.
    
      Karen McAndrew (Wm. Andrew Macll-waine, on the brief), Dinse, Knapp & McAndrew, P.C., Burlington, VT, for Defendants-Appellees.
    PRESENT: BARRINGTON D. PARKER, DENNY CHIN and RAYMOND J. LOHIER, JR., Circuit Judges.
   SUMMARY ORDER

Plaintiff-appellant James “Jak” Knelman appeals the district court’s judgment dated June 11, 2013 in favor of defendants-appel-lees Middlebury College (“Middlebury”) and Bill Beaney. By opinion and order dated September 28, 2012, the district court granted summary judgment in favor of defendants dismissing certain of Knel-man’s claims. By stipulation entered June 10, 2013, the parties agreed to dismiss all remaining claims. We assume the parties’ familiarity with the facts, procedural history, and issues on appeal.

Knelman, a former student at Middle-bury, was dismissed from the hockey team in his junior year by Beaney, the hockey coach. Knelman brought this diversity action below, alleging a number of claims. On appeal, Knelman argues that the district court erred in granting summary judgment as to his breach of contract and breach of fiduciary duty claims. First, he avers that Middlebury breached its contract with him because the student handbook (the “Handbook”) and the manual for the National Collegiate Athletics Association (the “NCAA Manual”) provided certain due process protections such that Bea-ney could not unilaterally dismiss him from the team. Second, he argues that Middlebury and Beaney owed him a fiduciary duty, which they breached by failing to afford him due process.

“We review a district court’s grant of summary judgment de novo, construing the evidence in the light most favorable to the non-moving party and drawing all reasonable inferences in its favor.” Allianz Ins. Co. v. Lerner, 416 F.3d 109, 113 (2d Cir.2005). “We will affirm the judgment only if there is no genuine issue as to any material fact, and if the moving party is entitled to a judgment as a matter of law.” Id.

1. Breach of Contract

Under Vermont law, the relationship between a student and a college is “contractual.” Reynolds v. Sterling Coll., Inc., 170 Vt. 620, 750 A.2d 1020, 1022 (2000) (citing Merrow v. Goldberg, 672 F.Supp. 766, 774 (D.Vt.1987)). The “terms of the contract are contained in the brochures, course offering bulletins, and other official statements, policies and publications of the institution.” Id. (quoting Merrow, 672 F.Supp. at 774) (internal quotation marks omitted). But “[cjourts should be wary of the wholesale application of commercial contract principles in the academic context.” Fellheimer v. Middlebury Coll., 869 F.Supp. 238, 243 (D.Vt.1994). Indeed, not every provision of a college handbook is an enforceable part of a contract; rather, “specific and concrete” provisions of these documents are enforceable. See Reynolds, 750 A.2d at 1022.

Here, Knelman points to the disciplinary procedures set forth in the “Judicial Board and Procedures” section of the Handbook, which provides that “[d]ue process, insofar as the procedures of the College permit, will be afforded the party charged.” (App.1035). Knelman avers that these due process protections are part of his contract with Middlebury and require that sanctions imposed by coaches upon athletes must follow the same disciplinary procedures outlined in the Handbook. We disagree. The disciplinary procedures provisions of the Handbook do not, by their terms, apply to coaching decisions. Rather, they apply to “non-academic conduct infractions,” “non-academic disciplinary offense[s],” “academic dishonesty,” and “plagiarism.” (App.1035-37). A decision by a hockey coach to suspend a player from the team for leaving a team dinner early does not fall into any of these categories. See Lamoille Grain Co. v. St. Johnsbury & Lamoille Cnty. R.R., 135 Vt. 5, 369 A.2d 1389, 1390 (1976); In re Stacey, 138 Vt. 68, 411 A.2d 1359, 1361 (1980) (“A contract will be interpreted by the common meaning of its words where the language is clear.”).

As the district court pointed out, the Handbook specifies certain sanctions for non-academic offenses, but it does not include athletic penalties, such as benching an athlete for a certain number of games, suspension from a team, or any other reprimand a coach might mete out. Moreover, the “Athletics” section of the Handbook makes no reference to the “Community Judicial Board,” the body with jurisdiction over non-academic conduct infractions. There is thus no indication — let alone a “specific and concrete” statement — that Middlebury intended its disciplinary process to encompass a coach’s discipline of members of his team. See Martin v. Shepard, 134 Vt. 491, 365 A.2d 971, 974 (1976) (“We do not read into a contract a term not expressly included unless it arises by necessary implication from the provisions of the instrument.”).

Nor did the Handbook purport to incorporate the NCAA Manual’s so-called “fairness provisions” by reference. (Sp. App.19). Under Vermont law, “a contract may be reached with reference to another writing, and the other document, or so much of it as is referred to, will be interpreted as a part of the main instrument,” but “the extrinsic writing must be connected by specific reference or by such mutual knowledge and understanding on the part of both parties that reference by implication is clear.” Newton v. Smith Motors, Inc., 122 Vt. 409, 175 A.2d 514, 516 (1961) (emphasis added). Although sections of the Handbook mention other parts of the NCAA Manual, the Handbook contains no “specific reference” to the NCAA Manual’s provisions relating to disciplinary procedures. Because the Handbook does not specifically incorporate those portions of the NCAA Manual, they are not part of Knelman’s contract with Middlebury.

While Coach Beaney’s decision to bar Knelman from the team for the remainder of the season was arguably harsh, there was no breach of contract. “It is not the role of the federal courts to set aside decisions of school administrators which the court may view as lacking a basis in wisdom or compassion.” Wood v. Strickland, 420 U.S. 308, 326, 95 S.Ct. 992, 43 L.Ed.2d 214 (1975).

2. Fiduciary Duty

Knelman concedes that Vermont courts have never found a fiduciary relationship between a college and its students but nonetheless urges us to recognize one here. We are in no position to do so, for the existence of such a relationship is a matter of state law. Under Vermont law, a fiduciary relationship arises “when one person is under a duty to act for or to give advice for the benefit of another upon matters within the scope of the relation.” Handverger v. City of Winooski, 191 Vt. 84, 38 A.3d 1158, 1161 (2011) (internal quotation marks omitted). While schools, colleges, and educators assume the responsibility of educating their students, the law does not recognize the existence of a special relationship for the purposes of a breach of fiduciary duty claim. See Foster & Gridley v. Winner, 169 Vt. 621, 740 A.2d 1283, 1287-88 (1999) (summary judgment appropriate where party alleging fiduciary duty adduced no evidence of a special relationship); see also Bass v. Miss Porter’s Sch., 738 F.Supp.2d 307, 330 (D.Conn.2010) (noting that no “state or federal court within the Second Circuit [has held] or even suggested] that a secondary school— public or private, boarding or day-session — or its employees owe a fiduciary duty to its students.”); 78A C.J.S. Schools & School Districts § 1107 (“A private school, school officials, and school teachers do not owe a fiduciary duty to a student presenting educational and behavioral problems.”)

We have considered Knelman’s remaining arguments and find them to be without merit. Accordingly, we AFFIRM the judgment of the district court.  