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American Computer Institute v. State, Alaska Student Loan Corporation (2/4/00) sp-5235

     Notice:  This opinion is subject to correction before publication in
the Pacific Reporter.  Readers are requested to bring errors to the attention of
the Clerk of the Appellate Courts, 303 K Street, Anchorage, Alaska 99501, phone
(907) 264-0608, fax (907) 264-0878.



             THE SUPREME COURT OF THE STATE OF ALASKA
                                 

AMERICAN COMPUTER INSTITUTE,  )
INC., d/b/a ALASKA COMPUTER   )    Supreme Court Nos. S-8664/8694
INSTITUTE,                    )
                              )    Superior Court No.
             Appellant and    )    3AN-97-6832 CI
             Cross-Appellee,  )
                              )    O P I N I O N
     v.                       )
                              )    [No. 5235 - February 4, 2000]
STATE OF ALASKA, ALASKA       )
STUDENT LOAN CORPORATION,     )
                              )
             Appellee and     )
             Cross-Appellant. )
______________________________)




          Appeal from the Superior Court of the State of
Alaska, Third Judicial District, Anchorage,
                     Rene J. Gonzalez, Judge.


          Appearances: Kenneth P. Jacobus, Kenneth P.
Jacobus, P.C., Anchorage, for Appellant and Cross-Appellee.  Teresa
Williams, Assistant Attorney General, Anchorage, and Bruce M.
Botelho, Attorney General, Juneau, for Appellee and Cross-
Appellant.


          Before:  Matthews, Chief Justice, Eastaugh,
Fabe, Bryner, and Carpeneti, Justices.  


          FABE, Justice.


I.   INTRODUCTION
          American Computer Institute, a postsecondary school
providing career education programs, closed its Anchorage and
Fairbanks campuses mid-term without prior notice to its students. 
The issue now before us is whether ACI must refund tuition to those
students who were unable to complete their programs due to the
school's unscheduled closures.  Because ACI failed to provide
promised educational services in Fairbanks and Anchorage, we hold
that it must make refunds to those students who could not complete
their programs due to the closures.    
II.  FACTS
     A.   The Fairbanks Closure
          On March 12, 1997, the Alaska Computer Institute (ACI)
informed the Alaska Commission on Postsecondary Education (the
Commission) that it planned to close its Fairbanks campus for
financial reasons.  Two days later, ACI announced to its students
and staff that it was closing the Fairbanks campus, effective that
same day.  Approximately nineteen students were enrolled at that
time, with school scheduled to continue for another four months.
          ACI decided to provide an accelerated "teach-out"that
would allow students to complete their instruction.  Under the
accelerated schedule, students would attend classes in an
alternative location for forty, rather than thirty, hours a week. 
ACI recognized that the teach-out might not be feasible for two of
the programs -- accounting and medical computing.  Many students
signed contracts with ACI to participate in the teach-out.  Six
students, however, did not complete the teach-out.  ACI and the
Commission dispute the refunds due those six students.
     B.   The Anchorage Closure
          Several months later, ACI informed the Commission that it
planned to close its Anchorage campus as well.  Approximately forty
students attended ACI when ACI advised its students and staff of
the Anchorage closure.
          ACI did not enter into a contract to provide a teach-out
to its Anchorage students.  Instead, ACI contacted Charter College,
which made a voluntary offer to ACI students who had completed more
than eight weeks of instruction at ACI.  Under this offer, Charter
agreed to waive tuition and fees for up to twelve credits in
Charter's fourth quarter of 1997.  Although vocational credits from
an institution such as ACI generally do not transfer, Charter made
an exception for the ACI students.
          Of the twenty-three students who accepted the Charter
offer, ACI and the Commission dispute refunds for only four.  These
four students could not complete their programs within the free
quarter at Charter.  They incurred additional tuition expenses in
order to complete their ACI-equivalent programs, and ACI has
refused to reimburse those additional expenses.
          Ten other students did not complete the free quarter at
Charter.  ACI and the Commission presented evidence for only one of
these students, Laura Zaochney.  ACI and the Commission dispute
whether these ten students should receive full refunds or simply
refunds based on voluntary withdrawal.
III. PROCEEDINGS BELOW
          On August 19, 1997, the Commission filed a request for
injunction requiring ACI either to provide the programs for which
students had paid tuition, or to provide them with full
reimbursements immediately.  Although ACI did not challenge the
Commission's authority to seek reimbursements on the students'
behalf, we note that the Commission may bring such actions in a
representative capacity. [Fn. 1] 
          The superior court concluded that ACI had a contractual
duty to the students, that the teach-out was voluntary, and that
the withdrawal policy did not limit ACI's liability to reimburse
students their tuition.  The court ordered ACI to pay full refunds
to the Fairbanks students Angela Stabbs, Lucy Cavenaugh, and others
"who attended but were not able to complete the accelerated teach-
out."  The court later identified those students as Robin Bennett,
Helena Fix, and Phillip Willey.  One student, Rodney Ivey, moved to
Washington, D.C. shortly after the teach-out began.  The court
ordered ACI to pay Mr. Ivey's refund for the courses that the
closure interrupted.
          With respect to the Anchorage students, the court ordered
ACI to reimburse students who incurred additional expenses at
Charter College.  It also awarded a refund to Laura Zaochney, who
withdrew from Charter College.  But the court did not award refunds
to the nine other Anchorage students who did not attend Charter
College, reasoning that the Commission had failed to present
evidence on why these students had not completed the Charter
College program.
          ACI moved for reconsideration concerning, in part, the
amount of prejudgment interest.  The Commission moved for partial
reconsideration, requesting full refunds for the nine Anchorage
students for whom no evidence was available due to ACI's failure to
provide the student files to the Commission.  The court denied the
Commission's motion to award full refunds to the nine Anchorage
students.  The court also limited the rate of prejudgment interest
to the respective interest rates that the students actually paid on
their student loans during that period.
          ACI moved for relief from the superior court's judgment
asserting that it should not pay full reimbursements to students
who attended but did not complete the accelerated teach-out in
Fairbanks (Bennett, Fix, and Willey).  The court denied this
portion of ACI's Rule 60(b) motion.
IV.  STANDARD OF REVIEW
          This court reviews a trial court's findings of fact under
a clearly erroneous standard. [Fn. 2]   To reverse, the court must
have a definite and firm conviction that a mistake has been made.
[Fn. 3]   Thus, the court must "take the view of the evidence most
favorable to the prevailing party below,"[Fn. 4] and give due
regard to "the trial court's opportunity to judge the credibility
of the witnesses."[Fn. 5]
          When reviewing legal conclusions, this court applies a
standard of independent review. [Fn. 6]  The court must "adopt the
rule of law that is most persuasive in light of precedent, reason,
and policy."[Fn. 7]  Moreover, interpretation of contract language
is a question of law, subject to de novo review. [Fn. 8]
V.   DISCUSSION
     A.   The Superior Court Did Not Err in Concluding that ACI
Breached Its Enrollment Contract by Failing to Provide Its Students
with Certain Educational Programs.

          The superior court found that ACI's enrollment contract
obligated it to provide its students with the programs described in
the school catalog.  These programs established completion dates
and required specific numbers of credits and hours.  Each student
who enrolled at ACI signed a "binding and enforceable"contract
that incorporated the school catalog by reference.  Based on this
contract, the superior court correctly concluded that "ACI had a
contractual obligation to provide to its students the educational
courses as described in the school catalog."
          When a party has contracted to perform certain duties, as
ACI did here, any failure to perform those duties amounts to a
breach of contract. [Fn. 9]  Given its abrupt closures in both
Fairbanks and Anchorage, we agree with the superior court's
conclusion that ACI breached its enrollment contract.  
          1.   The Fairbanks closure
          ACI argues that its enrollment contract permitted it to
conduct an accelerated teach-out as a "schedule change,"and that
the teach-out was "substantially similar to the original program." 
ACI relies on two provisions from its catalog to support its
contention that the enrollment contract permitted the teach-out. 
The first states:
          [ACI] reserves the right to make changes in
program schedule . . . or programs of study.  Such changes will not
affect the integrity or continuity of programs offered. . . .  All
changes will be made within the framework of state laws and
regulations.

The second states:

          The school also reserves the right to change,
within the framework of state law and regulations, the opening and
closing of terms [and] hours of instruction . . . as circumstances
may require for the success of the school and its students.

But we conclude, as did the superior court, that ACI failed to
perform its duties under the enrollment contract in Fairbanks. 
          First, the teach-out was not a mere "schedule change"
permitted under ACI's enrollment contract.  The superior court
found that the teach-out was accelerated by thirty-three percent
over the original program and "followed an unexpected two-week
hiatus during which students were uncertain about their options."
Moreover, ACI admitted that the medical and accounting programs
could "not feasibly be accelerated."  ACI's "schedule change"
provisions nowhere indicated an intent to cover a school closure,
and they did not permit ACI's accelerated teach-out.  We therefore
agree with the superior court that the teach-out was not a
"schedule change"under the contract.
          Second, the teach-out was not "substantially similar"to
the original ACI programs.  When a party offers a substitute
performance, it has the burden of showing that the substitute is
suitable. [Fn. 10]  Whether that substitute is suitable "depends on
all the circumstances, including the similarity of the performance
and the times and places that they would be rendered."[Fn. 11]  In
this case, the teach-out's fast pace made it too difficult for some
students to complete.  One student, for example, stated that he had
"lost confidence in the value of the education"that he was
receiving under the accelerated plan.  Moreover, ACI's president
conceded that the medical and accounting programs were not well
suited to an accelerated program.  Given the teach-out's
accelerated pace and its infeasibility for two ACI programs, we
agree with the superior court's findings that the teach-out
differed substantially from the original ACI programs.  Thus, we
affirm the superior court's determination that ACI breached its
contract when it closed its Fairbanks campus.
          2.   The Anchorage closure
          ACI argues that the students who participated in Charter
College's voluntary offer for enrollment at Charter had the
opportunity to receive "educational upgrades"and are therefore not
entitled to refunds.  Although ACI did not arrange for an Anchorage
teach-out, nor did it contract with Charter College to assume
responsibility for continuing its students' educations, Charter
College made an independent and voluntary offer to ACI students. 
Charter offered one tuition-free quarter at Charter and agreed to
accept some transfer credits from ACI.  Some ACI students elected
to participate in this program and subsequently incurred additional
tuition expenses at Charter because they were unable to complete
their courses of study in one free quarter.  Other students
enrolled in the Charter program but did not complete it.  Still
other students did not participate in the Charter offer at all.
          The superior court concluded that the Charter offerings
differed substantially from ACI's, thus relieving students of any
obligation to enroll in Charter's program.  It found that "Charter
College provided programs that were more rigorous and demanding
than [those at] ACI,"and that ACI and Charter College offered
"different educational programs."  The record supports these
findings.  Indeed, ACI's counsel observed that comparing the
educational programs of Charter and ACI was like comparing "a
Cadillac . . . to a Chevrolet,"and admitted that the Charter
College and ACI programs were "not equivalent."  Because ACI closed
its campus before students could complete the programs for which
they contracted, and because ACI did not provide a substantially
similar substitute, the superior court did not err in concluding
that ACI breached its contract with respect to its Anchorage
students.
     B.   The Superior Court Did Not Err in Concluding that ACI's
Withdrawal Policy Does Not Limit Its Liability Because Students Had
No Duty to Complete the Accelerated Teach-Out or Attend Charter
College.

          ACI next argues that the students who did not complete
the teach-out or attend Charter College were only entitled to
refunds under ACI's withdrawal policy.  This policy applies to
students who voluntarily withdraw from programs they have
contracted to complete and provides that prepaid tuition or fees
will be refunded based on the following:
               Tuition is charged from the student's
class start date through the last day of attendance.  Tuition
charges withheld will not exceed a weekly prorata portion of
tuition for the training completed, rounded upward to the nearest
ten percentile of that period.

               Once the student has completed 60% or
more of their program, the school may require the student to remain
committed for the entire amount of tuition.

               The prorata refund is arrived at by
dividing the total number of weeks that make up the period of
enrollment (program length) for which the student has been charged,
into the number of weeks the student was in school, based on the
last recorded day of attendance. 

(Emphasis added.)
          Because we agree with the superior court's conclusions
that ACI breached its contract in both Fairbanks and Anchorage, and
that the students had no duty to complete those alternate programs
because they were not substantially similar, [Fn. 12] we do not
consider the students to have "withdrawn"from ACI.  Thus, the
withdrawal policy does not apply to them. [Fn. 13]   We agree with
the superior court's view that "[c]learly, the situation is
different from that of a student's voluntary withdrawal.  The risk
of loss should fall on the school when the school, not the student,
is culpable for the cessation of education."  We thus affirm the
superior court's conclusion that ACI's withdrawal policy does not
limit its liability.
     C.   The Superior Court Did Not Err in Ordering ACI to 
Reimburse Fully the Students Who Could Not Complete Their Programs
Due to the Fairbanks and Anchorage Closures.

          Because ACI breached its contract in both Fairbanks and
Anchorage, and because the withdrawal policy does not apply, the
superior court did not err in requiring ACI to make appropriate
refunds to the students who could not complete their programs. [Fn.
14] 
          1.   The Fairbanks closure
               a.   Angela Stabbs and Lucy Cavenaugh
          Angela Stabbs and Lucy Cavenaugh were enrolled in ACI's
accounting and medical programs, respectively, and had completed
half of their course requirements when the Fairbanks campus closed.
Since, as ACI's president acknowledged, it was "not too feasible"
to accelerate these programs, Stabbs and Cavenaugh did not accept
the teach-out.  The superior court ordered full refunds for both
Stabbs and Cavenaugh.  We affirm.
               b.   Rodney Ivey
          Rodney Ivey enrolled in ACI's medical program in January
of 1997.  When ACI closed the Fairbanks campus, he had completed
twenty percent of his required courses.  Ivey began new classes on
March 1, 1997, but the closure interrupted those classes two weeks
later.  Sometime in April, Ivey moved to Washington, D.C., so he
did not participate in the teach-out.
          The superior court found that it was "fair and equitable
to calculate a refund based on the assumption that [Ivey] would
have withdrawn before beginning the [classes] that [were]
interrupted."  We do not believe the court erred in reaching this
conclusion.  We therefore affirm the order requiring ACI to refund
Rodney Ivey for the classes that the closure interrupted.
               c.   Robin Bennett, Helena Fix, and Phillip Willey

          The superior court ordered full refunds for Robin
Bennett, Helena Fix, and Phillip Willey, even though neither the
Commission nor ACI presented evidence concerning these students at
trial.  ACI failed to produce these students' files before trial,
and when the Commission finally learned their names after receiving
their files, it submitted a proposed judgment including their
names.  Thus, when the superior court signed the Commission's
proposed judgment, it ordered refunds for these students.  ACI
moved for relief from judgment, presenting documentary evidence to
support its argument that Bennett, Fix, and Willey withdrew from
ACI for reasons unrelated to the closure.  The court denied ACI's
motion.  We review the superior court's denial of ACI's Rule 60(b)
motion under the abuse of discretion standard. [Fn. 15]
          We conclude that the superior court should have given ACI
an opportunity to present its defenses.  Although ACI was largely
responsible for the Commission's lack of evidence, having failed to
turn over its student files to the Commission, procedural due
process and fundamental fairness establish a civil defendant's
right to present its defenses. [Fn. 16]  Because these students'
claims for refunds were never presented to the court during trial,
ACI did not have an opportunity to argue that these students'
failure to continue their programs was unrelated to ACI's closure. 
Therefore, we conclude that the superior court abused its
discretion in denying ACI's motion for relief from judgment with
respect to Bennett, Fix, and Willey.  We vacate the superior
court's order and remand for an evidentiary hearing to determine
whether Bennett, Fix, and Willey withdrew from ACI for reasons
independent of the school's closure or whether they are entitled to
refunds.  ACI must bear the burden of proof on these issues on
remand.
          2.   The Anchorage closure

               a.   Students who could not complete their programs
at Charter College within the free quarter

          Charter College offered to allow students to complete
their programs during a "free quarter"for which Charter would not
charge tuition.  Four students transferred to Charter College but
could not complete their programs within the free quarter.  These
students subsequently incurred additional tuition expenses
finishing their degrees at Charter.  The superior court found that
none of these four students could complete their programs within
the free quarter and awarded reimbursements for the costs of
completion at Charter College.  These reimbursements amounted to
less than the tuition paid to ACI.
          ACI argues that the students are not entitled to
reimbursements for the extra time spent at Charter, since they
benefitted by receiving "better"educations than they would have at
ACI.  But, as we have observed, "making the best of a bad situation
does not necessarily signify a benefit."[Fn. 17]  These students
did not choose to attend Charter College; ACI's closure forced them
to enroll at an alternative institution.  The students cannot be
faulted for the additional time they required to complete Charter
College's more rigorous programs.  We therefore affirm the superior
court's order that ACI reimburse Edith Harmer, Erin Kruse, Julius
Cooper, and Tonye Nelson for the costs of completing the ACI-
equivalent programs at Charter College. [Fn. 18]  
               b.   Laura Zaochney
          When ACI closed, Laura Zaochney decided to attend Charter
College.  Although she had received "A"s in a number of ACI
courses, she was failing at Charter College.  Charter ultimately
dismissed Zaochney because it incorrectly believed that she did not
have a high school diploma.  ACI argues that because Zaochney "was
effectively on her way to withdrawing from ACI in any event,"she
is only entitled to a refund based on its withdrawal policy.
          The superior court found that Zaochney "may have been
able to finish the ACI program if the school had not closed." 
Because the record supports the superior court's finding, we affirm
the order to refund Zaochney's tuition.
               c.   The nine students who did not complete Charter
College's program

          The Commission has cross-appealed the superior court's
failure to award full tuition refunds to nine students who did not
complete the free quarter at Charter.  The superior court denied
refunds to these students because "[n]o evidence was presented at
trial as to the reasons why [they] withdrew from Charter College." 
But as the superior court recognized, ACI failed to provide student
records for these nine students to the Commission. [Fn. 19]
          These nine students are situated almost identically to
the Fairbanks students Bennett, Fix, and Willey, for whom the
superior court ordered refunds. [Fn. 20]  The Commission failed to
present any evidence concerning Bennett, Fix, and Willey because it
did not have their student files at the time of trial.  Similarly
here, ACI failed to provide the Commission with the files for these
nine Anchorage students.  In either case, the Commission should not
be penalized for its inability to present specific evidence about
these students' failure to complete their programs -- whether at
the Fairbanks teach-out or at Charter College in Anchorage.  And
although ACI should not benefit from its failure to turn over the
student files, we have determined that it should have the
opportunity to present its defense that the closures were unrelated
to the students' failure to complete their programs.  Thus, the
appropriate remedy for the nine Anchorage students -- as it is for
the Fairbanks students Bennett, Fix, and Willey -- is to remand for
an evidentiary hearing on whether these students had reasons wholly
independent of ACI's closure for failing to complete their ACI-
equivalent programs or whether they are entitled to refunds. 
Again, ACI must bear the burden of proof on these issues on remand.
     D.   The Superior Court Did Not Err in Ordering ACI to
Reimburse Third Parties Who Paid Tuition on Behalf of Students.

          ACI also disputes the superior court's order requiring
ACI to reimburse third parties who paid tuition on behalf of

students.  ACI argues that "[t]here is no reason that payment needs
to be made to a funding source where the student has no legal
liability for such payment."  But ACI cannot keep tuition money
paid on behalf of students simply because the students themselves
did not incur the liability. [Fn. 21]  Public and private funds for
postsecondary education exist to make it affordable, and in
promoting access to postsecondary education, the Commission has an
interest in protecting these funding sources. [Fn. 22]  Because ACI
should not benefit from tuition paid by students or on behalf of
students, we affirm the superior court's order requiring ACI to
reimburse third parties. [Fn. 23]
     E.   The Superior Court Erred in Reducing the Rate of
Prejudgment Interest.

          The Commission has cross-appealed the superior court's
decision to reduce the prejudgment interest to "that rate of
interest that each student was paying on his or her loan during
that time that the prejudgment interest was accruing."  The
superior court's order requires ACI to pay prejudgment interest
only to students who actually paid interest on their loans.  It
does not require ACI to pay prejudgment interest to third-party
funding sources or to students who used their own funds.
          The purpose of awarding prejudgment interest is to
"prevent the judgment debtor from being unjustly enriched by the
use of the [successful claimant's] money."[Fn. 24]  Accordingly,
ACI should not benefit from the use of money paid on behalf of
students whose educations were halted by the closure.  This is true
whether students paid interest on loans, used their own funds, or
received interest-free grants from third parties.  Moreover, "only
in the most unusual cases [is] prejudgment interest . . . not
proper."[Fn. 25]  And an award of prejudgment interest should be
denied "only to avoid an injustice."[Fn. 26]  In this case it
would be unjust not to require ACI to pay prejudgment interest for
all of the tuition it collected.  We therefore reverse the superior
court's reduction in prejudgment interest and remand for entry of
an order requiring  ACI to pay the interest rate specified in AS
09.30.070(a). [Fn. 27]
VI.  CONCLUSION
          Because the superior court correctly decided (1) that ACI
breached its enrollment contract when it abruptly closed during
mid-term, (2) that students had no duty to complete the teach-out
or attend Charter College, and (3) that ACI's withdrawal policy did
not limit its liability, we AFFIRM the superior court's order for
ACI to pay full refunds to Angela Stabbs and Lucy Cavenaugh, a
partial refund to Rodney Ivey, and the costs of completion at
Charter College to Edith Harmer, Erin Kruse, Julius Cooper, and
Tonye Nelson.  With respect to Robin Bennett, Helena Fix, and
Phillip Willey, and the nine Anchorage students who did not attend
Charter College, we VACATE and REMAND for further proceedings.  We
AFFIRM the superior court's order requiring ACI to refund third-
party funding sources and REVERSE the superior court's reduction in
prejudgment interest.


                            FOOTNOTES


Footnote 1:

     See State v. First Nat'l Bank of Anchorage, 660 P.2d 406, 416
(Alaska 1982) (stating that when the State attempts to enforce the
rights of private individuals, it "must be regarded as acting in a
representative capacity").  The Commission has authority under AS
14.42.030(b)(4) and (5) and AS 14.48 (Regulation of Postsecondary
Educational Institutions) to file petitions for injunctions to
regulate postsecondary institutions.  See, e.g., AS 14.48.180(b)
("[T]he commission may . . . file a petition for injunction in the
name of the commission . . . .").


Footnote 2:

     See Alaska R. Civ. P. 52(a); In re Estate of Brandon,  902
P.2d 1299, 1307 (Alaska 1995).


Footnote 3:

     See City of Hydaburg v. Hydaburg Coop. Ass'n, 858 P.2d 1131,
1135 (Alaska 1993).


Footnote 4:

     Graham v. Rockman, 504 P.2d 1351, 1353-54 (Alaska 1972).


Footnote 5:

     Voss v. Brooks, 907 P.2d 465, 467 (Alaska 1995).


Footnote 6:

     See Kilmer v. Dillingham City Sch. Dist., 932 P.2d 757, 764
(Alaska 1997).


Footnote 7:

     Id.


Footnote 8:

     See Jones v. Horace Mann Ins. Co., 937 P.2d 1360, 1361 (Alaska
1997).


Footnote 9:

     See Restatement (Second) of Contracts sec. 235 (2) (1981).


Footnote 10:

     See Restatement (Second) of Contracts sec. 350 cmts. c and e.


Footnote 11:

     Id. sec. 350 cmt. e.


Footnote 12:

     See Part V.A., supra.


Footnote 13:

     See Nordin Constr. Co. v. City of Nome, 489 P.2d 455, 465
(Alaska 1971) ("[T]he contractor who substantially fails to comply
with the [contract] cannot rely on the contract for recovery.");
Restatement (Second) of Contracts sec. 278 cmt. a ("If the obligor
offers a performance that differs from what is due in full or
partial satisfaction of his duty, the obligee need not accept
it."). [Fn. 28]  Since the teach-out and Charter College differed
from ACI's original programs, [Fn. 29] the students need not have
mitigated damages by completing them. 


Footnote 14:

     See State v. First Nat'l Bank of Anchorage, 660 P.2d 406, 416
(Alaska 1982) (holding that the trial court has the inherent power
to order restitution in an action brought by the State); see also 
5 Arthur L. Corbin, Corbin on Contracts sec. 1104, at 562 (1964)
(stating that the promisee is entitled to rescission and
restitution when breach is total and goes to the contract's
essence); Restatement (Second) of Contracts sec.sec. 372, 373 
(providing
that in instances of total breach of contract, the injured party
may elect restitution to recover money as an alternative to
expectation damages).


Footnote 15:

     See Nordin Constr. Co. v. City of Nome, 489 P.2d 455, 472
(Alaska 1971).


Footnote 16:

     See Thorne v. Department of Pub. Safety, 774 P.2d 1326, 1332
(Alaska 1989).


Footnote 17:

     Nordin, 489 P.2d at 466.


Footnote 18:

     See Restatement (Second) of Contracts sec. 347 ("[T]he injured
party has a right to damages based on his expectation interest
. . . plus . . . any other loss, including incidental or
consequential loss, caused by the breach.") (emphasis added). 
Here, the additional tuition expenses were losses caused by ACI's
breach.


Footnote 19:

     ACI's failure to turn over student files also violated 20
Alaska Administrative Code (AAC) 17.110(c) (1991), which states
that "[i]f an institution closes, the institution shall deposit all
scholastic records with the commission within 30 days after
closing."


Footnote 20:

     See Part V.C.1.c., supra, for a discussion of Fairbanks
students Bennett, Fix, and Willey.


Footnote 21:

     Courts can require schools such as ACI to pay funding sources
even where the student has no legal liability to pay back those
sources.  See AS 09.10.120(b) ("[T]he state may bring an action in
the name of or for the benefit of the state to . . . (2) protect
resources held in trust for the public, at any time."); 20 AAC
17.115(e) ("If a student who is eligible for a refund is a
recipient of a student loan or grant . . . , the institution shall
forward any refund payment to the commission within 30 days and so
notify the student.").


Footnote 22:

     See AS 14.42.010 - 14.42.055; AS 14.43.090 - 14.43.990; AS
14.44.


Footnote 23:

     See Bevins v. Peoples Bank & Trust Co., 671 P.2d 875, 881
(Alaska 1983) (stating that "a person is unjustly enriched if the
retention of [a] benefit without paying for it would be unjust,"
and that "[a] person who has been unjustly enriched at the expense
of another is required to make restitution to that person").


Footnote 24:

     Tookalook Sales & Serv. v. McGahan, 846 P.2d 127, 129 (Alaska
1993) (quoting Bevins, 671 P.2d at 881).


Footnote 25:

     Id. at 130 (quoting Haskins v. Shelden, 558 P.2d 487, 494-95
(Alaska 1976)).


Footnote 26:

     Id. at 129.


Footnote 27:

     Alaska Statute 09.30.070(a) provides in part:

          [T]he rate of interest on judgments . . . for
the payment of money, including prejudgment interest, is three
percentage points above the 12th Federal Reserve District discount
rate in effect on January 2 of the year in which the judgment . .
. is entered.


Footnote 28:

       Restatement (Second) of Contracts sec. 278 cmt. a.


Footnote 29:

       See supra section II.B.