United States District Court, W.D. Virginia, Charlottesville Division
Glen E. Conrad Senior United States District Judge
Del Pilar Pose Beiro, proceeding pro se and in forma
pauperis, filed this action against CFA Institute. The
case is presently before the court on the defendant's
motion to dismiss. For the reasons set forth below, the court
will grant the defendant's motion.
following facts are taken from the complaint and the written
settlement agreement on which it explicitly relies. See
Phillips v. LCI Infl. Inc.. 190F.3d609, 618 (4th Cir.
1999) (noting that the court could properly consider a
document submitted by the defendant in determining whether to
dismiss the complaint "because it was integral to and
explicitly relied on in the complaint").
plaintiff resides in London, England. In August of 2016, she
enrolled in the CFA Program offered through the defendant in
Charlottesville, Virginia. The plaintiff took the Level II
CFA Exam in June of 2017. When the results were announced in
August of 2017, the plaintiff learned that she had failed the
before and after the plaintiff received her exam score, the
plaintiff voiced a number of complaints to the
defendant's customer service team. For instance, she
complained that "very poor facilities" were
provided during the exam, that there was a one-week delay in
receiving her exam score, and that the customer service team
did not timely respond to her emails. Compl. 6, Dkt. No. 6.
On August 4, 2017, the plaintiff received a telephone call
from "Mr. Kaiser," a customer service
representative, regarding her complaints. The plaintiff
alleges that Mr. Kaiser verbally agreed to change the result
of her exam to a passing score if she would stop complaining:
He asked me how I wanted to resolve the matter; first I asked
for an exam fee refund that was rejected by him; then I asked
for a change of mark of my exam to 'a pass' .... Mr.
Kaiser then said that he would be able to help me and offered
me a retabulation. I knew what a retabulation was and
suggested that this was not enough. I wanted a regrade. Mr.
Kaiser agreed to get me a regrade of my exam to a pass if I
stopped complaining. I agree[d] and he agreed to call me back
on the 7th [of] August to confirm completion.
plaintiff subsequently informed the defendant of her
conversation with Mr. Kaiser and advised the defendant that
she had recorded the phone call in which Mr. Kaiser had
verbally agreed to give, her a passing score on the exam. The
plaintiff subsequently received an email from Geoff
Macdonald, legal counsel for the defendant. In the email, Mr.
Macdonald disputed the plaintiffs assertions and requested
that she provide a copy of the purported recording of her
conversation with Mr. Kaiser. The plaintiff alleges that she
"felt that [Mr. Macdonald] was trying to intimidate
[her]," and that "he wanted to damage [her]
reputation saying that [she] was telling false
statements." Id. 7.
August 23, 2017, the plaintiff advised the defendant via
email that she was "planning to bring this case to Small
Claims Court" if the parties were unable to reach an
agreement regarding the "misleading information
provided" by the defendant and its agents. Id.
In response, members of the defendant's
"Professional Conduct department" advised the
plaintiff that they were "opening an investigation for
misrepresentation," based on the belief that the
plaintiff had submitted a "false invoice"
requesting a refund of her exam fee. Id. 7-8. The
plaintiff alleges that the investigation was undertaken to
intimidate her, damage her reputation, and inflict
psychological harm, and that it appeared to be a
"conspiracy" against her. See Id. at 8
("I allege that Mr. Jason Kaiser and Mr. Geoff Macdonald
collaborated with the Professional Conduct, during August
2017, to open an investigation. This seems a conspiracy
against me."). The investigation was closed on January
11, 2018, at which time "Professional Conduct did not
find [the plaintiff] guilty of misrepresentation."
days before the investigation ended, the plaintiff filed suit
against the defendant in the General District Court for the
City of Charlottesville. The plaintiff claims that, by that
time, her "reputation at work was damaged."
Id. Because the plaintiff did not receive a passing
score on the exam and was the subject of an investigation by
the defendant, the plaintiff lost income and "had to
leave [her] work." Id; see also id 10 (noting
that the plaintiff s manager thought she was a
parties were scheduled to appear in state court on June 22,
2018. On June 20, 2018, the defendant presented the plaintiff
with a written settlement agreement, through which the
defendant sought to "resolve any and all claims against
CFA Institute and/or its employees," including the claim
filed in the General District Court for the City of
Charlottesville. Settlement Agreement 1, Def.'s Ex. 1,
Dkt. No. 9-1; see also Compl. 11 (discussing the
settlement agreement). The written agreement provided that
CFA Institute was willing to offer the plaintiff "a
settlement in the amount of $750 (the equivalent of a refund
of [her] exam fees for 2017, plus $100), and in addition a
no-fee retabulation of [the plaintiffs] answer sheet for the
June 2017 CFA Program Exam, Level II," if the plaintiff
agreed to the remaining provisions and signed the agreement
within 24 hours. Settlement Agreement 1. Both parties signed
the settlement agreement on June 21, 2018. Under the terms of
the agreement, the plaintiff agreed to withdraw or dismiss
any pending complaint or action against CFA Institute, and
"release any claim against CFA Institute and related
persons or entities as set forth above arising from [the
plaintiffs] participation in the CFA Program or the provision
of customer service to [the plaintiff]." Id.
The agreement emphasized that the release provision would
apply to "all claims" the plaintiff had or may have
had, "whether known or unknown," as of the date she
signed the agreement. Id. The agreement further
provided that it contained "the entire understanding of
the parties with respect to the subject matter hereof,"
that it "supersede[d] all prior understandings or
agreements, oral or written, with respect thereto," and
that it "shall be governed by and construed according to
the laws of the Commonwealth of Virginia and shall be binding
upon the parties, their successors, assigns and heirs."
September 24, 2018, the plaintiff commenced the instant
action against CFA Institute by filing a form "complaint
for a civil case alleging breach of contract." Compl. 1.
Liberally construed, the complaint appears to assert that CFA
Institute breached the verbal agreement with Mr. Kaiser and
the written settlement agreement by failing to change her
exam grade to a passing score. The plaintiff also indicates
that she is asserting two additional causes of action:
"punitive damages for breach of contract" and
"breach of contract accompanied by willful tort."
defendant has moved to dismiss the complaint under Rule
12(b)(6) of the Federal Rules of Civil Procedure. The
defendant's motion has been fully ...