University College London (UCL) has announced that it has reached a confidential settlement with students and graduates who brought legal action over teaching quality during Covid-19 lockdowns and industrial action.
The case arose from two overlapping disruptions – Covid-19, which forced teaching online and closed campus facilities from March 2020, and successive waves of UCU industrial action. Students who had enrolled expecting in-person lectures, laboratory access and campus life found themselves studying from bedroom desks while paying full fees – £9,250 for home undergraduates, substantially more for postgraduates and international students.
Around 5,000 current and former UCL students who joined the so-called Student Group Claim say they were consumers who had contracted for one thing and received another. UCL found itself as defendant not necessarily because it did anything distinctively wrong, but because it was the test case – the arguments it would have made are essentially the same any university would make. All eyes have been on whether a court would finally resolve what students’ contract rights actually are. The settlement means it hasn’t.
Announced just weeks before a long-awaited four-week High Court trial was due to kick off, the settlement sees UCL admit no liability, with the university arguing that it:
…worked diligently to deliver teaching and student support in unprecedented circumstances.
The firms operate on a no-win-no-fee basis – students pay nothing upfront, and the lawyers take a cut of any damages recovered. That model only works if cases settle or succeed, which creates a strong commercial incentive to pursue litigation – the firms (Harcus Parker and Asserson) now say they “continue to represent tens of thousands of students” who were at other universities during Covid-19.
The lawyers’ methodology rests on market comparison – fees for online-only degree courses are typically 25-50 per cent lower than for traditional in-person provision, and they argue that difference represents the loss students should recover.
UCL’s position throughout has been that it responded responsibly to unprecedented circumstances, followed government guidance, and offered students clear routes to seek redress. The university says many students did secure compensation through its internal complaints procedure and the Office of the Independent Adjudicator – the established process for resolving higher education disputes. The claimants’ lawyers rejected that route, arguing it was inadequate for claims of this scale and complexity.
A High Court judge found some of those concerns valid – particularly whether the OIA had sufficient resources and whether it would consider the reasonableness of charging full fees for online-only delivery. But UCL’s underlying point stands – there was a process, it was used, and some students were compensated. The group litigation was always a bet that courts would deliver more – and on better terms – than the regulatory route could offer.
At the heart of the case concerns a set of questions about consumer protection law – and while the students and the lawyers in this UCL bit are doubtless happy, the settlement means that some questions that the case might have established a useful precedent on remain unresolved.
Those questions are principally about terms in student contracts – which is interesting for all sorts of reasons, not least forthcoming regulation from OfS on “treating students fairly” and the Competition and Markets Authority’s consultation on revised and updated guidance on unfair terms.
Clause for concern
Although we obviously can’t see the Particulars of Claim nor the Defence that would have been submitted for the trial, we do know the key issues that were at stake via earlier court hearings on the process that resulted in published judgments.
The first big question was whether UCL owed students an express or implied contractual duty to provide in-person, campus-based tuition and physical access to facilities. The claimants argued this was fundamental to what they contracted for when they enrolled – paying between £9,250 per year for UK undergraduates and upwards of £25,000 per year for postgraduates and international students. UCL’s defence was that it was never under such a duty in the first place.
This was not a simple question because different students contracted on different terms. The court documents show that UCL had identified 14 different sets of contractual terms covering undergraduate and postgraduate students who started their studies across seven different academic years.
UCL’s terms and conditions contained various clauses that it argued permitted it to deliver teaching the way it did. The documents identify four key provisions – a “Contract Variation Clause,” a “Programme Alteration Clause,” a “Force Majeure Clause,” and a “Cooperation Clause.”
Each would need to be looked at to determine whether UCL was entitled to rely on them to cancel teaching, move teaching online, or restrict physical access to facilities without providing compensation, whether UCL did in fact properly invoke these clauses at the relevant time, and whether any such clauses were unenforceable as unfair terms.
The students argued that clauses purporting to allow UCL to fundamentally alter what was being delivered without adjusting the price should be struck down under the Consumer Rights Act 2015 (for contracts entered into from October 2015 onwards) or the Unfair Terms in Consumer Contracts Regulations 1999 (for earlier contracts). This would have been the first significant judicial test of whether universities’ standard terms and conditions can lawfully shield them from liability when they fail to deliver what students reasonably expected.
I’m obviously in no position to rehearse a trial that didn’t happen, but it’s worth looking at a few of the clauses that would have been pored over.
Subject to change
UCL’s terms include broad provisions permitting changes to programme delivery. Typical wording:
To ensure that our Programmes can be run effectively… we need to retain the ability to alter aspects of individual Programmes and Modules… This may include changes to the timetable, location, teaching staff allocation, number of classes, method of delivery (including any change from face-to-face delivery to remote delivery where necessary), content, assessment, syllabus and/or module availability.
The contracts usually categorise potential changes into three tiers:
The changes that UCL may need to make… are categorised as follows: Programme Cancellation… Material Changes… Minor Changes.
Like most universities, UCL’s terms and conditions contain clauses permitting changes to programmes – adjustments to teaching methods, timetables, staffing, content, and module availability. These clauses exist for sensible operational reasons, given that universities are not static institutions and some flexibility is necessary to respond to staff changes, curriculum development, or evolving professional requirements.
The question the trial might have resolved is where legitimate operational flexibility ends and unfair unilateral discretion begins. CMA guidance on higher education consumer law acknowledges that variation clauses are permitted – but warns that terms allowing “unreasonably wide discretion” may be open to challenge.
The OfS “prohibited behaviours” list under Condition C5 (which for the time being applies to any new providers joining the register) similarly flags clauses that allow providers to “unilaterally alter the characteristics of the services” without valid reasons specified in the contract.
The tension is genuine. A clause drafted too narrowly might prevent a university from making reasonable adjustments that benefit students, while a clause drafted too broadly might allow fundamental changes to what was promised without any corresponding adjustment to price. Where exactly the line falls – and whether UCL’s specific drafting crossed it – was one of the questions the settlement leaves unanswered.
The 2024 OfS/Trading Standards intervention into the University of Manchester offers up one data point, requiring Manchester to narrow variation-type clauses that gave “broad discretion” without sufficient explanation of when and why changes could occur. But that was a negotiated regulatory outcome, not a court judgment – and different drafting in different contexts might generate different conclusions.
Material world
UCL’s contracts tend to frame programme delivery obligations as conditional rather than absolute:
To ensure that our Programmes can be run effectively for the benefit of our student body, we need to retain the ability to alter aspects of individual Programmes where we think this is reasonable and/or it is needed. This may include changes to the timetable, location, teaching staff allocation, number of classes, method of delivery, content, assessment, syllabus and/or module availability.
Closely related to variation is the question of programme alteration – the specific mechanisms by which universities say they can change what students receive. The claimants may well have argued that moving an entire programme online, or closing campus facilities, went beyond the kind of minor adjustments these clauses were designed to permit.
UCL may well have argued that the clauses were clear, that students had accepted them, and that they permitted exactly the kind of emergency response the pandemic required.
It all raises a deeper question about what students are actually contracting for when they enrol – is it a specific mode of delivery, with lectures in rooms, access to laboratories, and face-to-face seminars, or something more abstract, like “a degree programme” that can be delivered in various ways?
The stakes are high precisely because students make long-term commitments based on course characteristics – choosing between institutions, taking on debt, relocating – in ways that make variation clauses particularly sensitive.
But neither CMA nor OfS guidance satisfactorily resolves the question of which characteristics are fundamental (or “material”) and which are incidental, and to the extent to which they get close, it’s clear that a large number of universities disagree with those interpretations, which in the end have never been tested in the courts.
Beyond control
UCL’s contracts contained explicit force majeure provisions. Typical wording, this from 2020:
UCL will not be liable… for circumstances or events that are outside UCL’s reasonable control. Such circumstances… include… strikes… government restrictions and concern with regard to the transmission of serious illness.
The clauses also tend to reserve broader powers, albeit with associated mitigations:
UCL reserves the right to make changes to or cancel all or part of a Programme.
Force majeure clauses are standard in commercial contracts, typically excusing performance when events genuinely outside a party’s control make it impossible – natural disasters, wars, government action. The question in the UCL case was likely to be whether the university’s force majeure clause could legitimately cover industrial action by its own staff.
Regulatory guidance is quite pointed. OfS’ statement from last year on industrial action says providers must:
…ensure their contracts do not include terms that incorrectly limit liability to students during periods of action by their own staff.
CMA’s advice from 2015 said:
There should be no listing of matters that could be within the trader’s control – for example, industrial disputes with the trader’s own employees.
That Manchester Trading Standards case required the university to narrow a force majeure clause that included “strikes” and “staff illness” – on the basis that these events may be within institutional control and should not automatically remove liability.
UCL’s clauses, like plenty of other universities, both did and still include strikes with its own staff within its force majeure provisions. The claimants may well have argued this was unfair under consumer protection law – that a university cannot disclaim responsibility for disruption arising from its own employment relationships. UCL may well have argued that strikes (especially those run by UCU nationally) are genuinely outside management control once they occur, even if the underlying dispute is internal.
The Covid-19 disruption raises different questions. Government-mandated lockdowns and public health restrictions were clearly external events that no university could prevent, but even here complications arise. Once restrictions lifted, did the force majeure protection end? What about the pace of return to campus, or decisions about which facilities to reopen when? The boundary between external constraint and institutional choice was not always clear – and the trial might have had to draw lines the settlement now leaves unmarked.
A judgment might have mattered beyond the specifics of Covid. Future disruptions – cyberattacks forcing emergency online delivery, building closures for RAAC or fire safety, energy crises, even extreme weather – will raise the same underlying question. At what point does “we can’t” become “we’ve chosen not to”, and when does force majeure protection run out? The settlement means those principles remain unestablished.
No contact
I’ve often mused on here that for all the debate about fees and student loans, there’s still a huge wedge of uncertainty about what those fees actually buy you. UCL contracts usually attempt to define what tuition fees are legally understood to represent:
You acknowledge that Tuition Fees do not bear a direct relationship to teaching hours, contact hours or other easily measurable services. A wide range of other educational, professional (including, for example, IT, infrastructure and facilities), support and welfare services and other costs (including but not limited to access to the University of London and its collegiate colleges’ libraries and careers services for example) are taken into account in Tuition Fees. Undertaking the Programme requires significant independent study, research and/or work by you, which is supplemented by teaching and contact hours.
When it comes to UCL’s liability, Tuition Fees are primarily linked to UCL having enabled you to achieve the Programme’s learning outcomes rather than the provision of specific services or teaching or contact time.
Plenty of universities have versions of that – by linking fees to enabling “learning outcomes” rather than specific teaching inputs, the clause narrows the scope for breach claims. The test becomes whether UCL still enabled students to achieve those outcomes, not whether every promised lecture happened. But “enablement” isn’t nothing – there still has to be some substance to it. The question the trial might have explored is how much can be stripped away before the promise becomes hollow.
The CMA identifies liability-limiting clauses as high-risk. Its higher education guidance explicitly warns that:
…terms seeking to limit the HE provider’s liability for failure to comply with their contractual obligations… may be open to challenge.
The question is whether that kind of clause operates as a liability limitation – which would attract significant regulatory scrutiny – or as a legitimate clarification of what the contract actually covers.
The OIA has already weighed in on a version of this debate. Following the 2018 strikes, some providers argued that students had suffered no loss provided their degree outcomes were unaffected. The OIA rejected that, noting that:
..the logical conclusion of that line of argument is that it doesn’t matter what you have taught your students as long as they come out with a degree at the end of it.
In other words, learning opportunities matter – not just learning outcomes.
Universities might argue that the “outcomes” framing reflects educational reality, given that higher education is not a transactional purchase of hours but a transformative process where students actively participate in their own learning, and reducing it to contact time misunderstands the nature of the service. Students might respond that this reasoning, however intellectually defensible, cannot be used to avoid responsibility when promised teaching simply doesn’t happen.
No exit
UCL’s contracts do provide termination rights in response to material changes:
Where UCL intends to make any Material Change, we will consult with you… If you do not agree… you may end your Contract.
And more specifically:
If you do not agree with the Material Change, you may end your Contract and relationship with UCL.
Even if a variation clause is otherwise reasonable, consumer protection law asks another question – can the student actually do anything about it? CMA guidance is clear that variation terms are only fair if accompanied by a meaningful right to exit, and a contract that says “we can change things, and you can leave if you don’t like it” is not automatically fair – the exit right must be genuinely usable in practice.
Like most universities, UCL’s contracts do include formal termination rights, where material programme changes occur and students may end their contract and relationship with the university. This satisfies the structural requirement, but the CMA test goes further – it asks whether exit is economically and practically feasible, not just contractually permitted.
Here the claimants may have argued that a student who has completed two years of a degree, accumulated student loan debt, paid rent, and built their life around a particular institution cannot realistically “exit” in the same way a consumer might cancel a gym membership. The sunk costs are enormous, transfer pathways between universities are limited and complex, international students face visa constraints, students sign up for accommodation up to a year in advance, and so on.
The CMA’s draft unfair terms guidance explicitly identifies this problem – variation clauses become unfair where exit rights are “theoretical rather than practical”, where the consumer cannot realistically avoid detriment even if formal termination is permitted.
Universities would argue that these are structural features of higher education, not defects in its contracts. They can’t control student loan systems, immigration rules, or the limited transferability of academic credit, and a formal exit right is all any university can offer – and in this case, UCL offered one.
The question of whether that satisfies consumer protection requirements, or whether the inherent barriers to switching mean variation clauses must be drawn more narrowly in the first place, is also therefore unresolved. If courts or regulators conclude that exit rights in higher education are inherently constrained – that students are essentially locked in once enrolled – then variation clauses across the sector would face much tighter scrutiny, with universities needing to be far more specific about what they promise and far more limited in their power to change it. The settlement means more limbo.
Double or quits
UCL’s contracts have also contained an explicit ceiling on financial liability:
Subject to sections 14.2, 14.3 and 14.4 UCL’s total aggregate liability to you under or in connection with the Contract (whether in contract, tort or otherwise) is limited to an amount equivalent to twice the total Tuition Fees paid or payable by you in connection with your Programme.
A large number of universities have one of these – although it’s much more common to limit liability to total fees paid x 1, a tactic used right across Scotland, conveniently!
The CMA treats liability limitation clauses as high-risk. Its guidance warns that “clauses which limit the trader’s liability” are open to challenge, particularly where they restrict a consumer’s ability to recover full compensation for breach. The OfS prohibited behaviours list if Condition C5 ever applied is similarly direct – providers must not include terms that have the effect of:
…excluding or limiting the legal rights of a student in the event of the provider’s total or partial non-performance.
The Manchester OfS/Trading Standards intervention is again instructive. Manchester’s contract capped liability at the total amount of fees payable – a 1× cap rather than UCL’s 2× cap – and Trading Standards required its removal entirely, on the basis that such clauses contradict the principle that consumers are entitled to full compensation and may deter students from asserting their legal rights.
UCL might have argued that a 2× cap is materially more generous, and that some limit on liability is reasonable given the scale of modern university operations, since a single catastrophic judgment could threaten institutional viability and ultimately harm other students. But the claimants may have argued that the principle is the same – a clause that prevents full recovery for breach, however the multiplier is set, restricts statutory consumer rights.
Whether a court would have distinguished UCL’s higher cap from Manchester’s lower one – or treat both as problematic – is another question the settlement leaves unanswered.
Eyes wide open
UCL also raised an additional defence against students who commenced their studies in September 2020 or September 2021 – after the pandemic had begun and when online delivery and restricted campus access were already the norm. The argument was one of “estoppel by convention” – these students knew what they were signing up for and could not later complain that they hadn’t received in-person teaching. The claimants disputed this characterisation, but if UCL’s argument had succeeded at trial, it would have carved out a significant subset of students whose claims would fail regardless of how the main contractual questions were decided.
The claimants sought what lawyers call “performance interest damages” – calculated as the difference between the market value of the services promised and what was actually delivered – and also sought damages for distress and disappointment arising from the breach. UCL denied that either category of damages was available in this context, and raised additional issues of causation and mitigation.
Working out compensation for each student would have been complex. As the court noted, UCL has 440 undergraduate and 675 postgraduate programmes with a choice of over 6,000 modules, and a finding that an English lecture was cancelled on 22 February 2018 would say nothing about whether a physics student studying in 2020 had their contract breached.
Science, medical, and engineering students who couldn’t access laboratories had a fundamentally different experience from humanities students who could more readily study from home, while the claims spanning industrial action alone encompassed 43 different strike days across three academic years – and whether any individual student was affected depended partly on their modules and timetable.
For Covid-19 claims, there was the additional question of where international students were actually located during lockdowns. A student paying international fees but studying from their home country had a different experience from one stuck in university accommodation, and the case management order required each claimant who was an international or EU student to supply their country of residence between March 2020 and March 2022.
Unsettled
The confidential settlement is rational for both sides – UCL avoids reputational damage and legal uncertainty, the claimants get something (we don’t know what) without the risk of losing, and the lawyers can move on to the other universities on their list.
They have already moved. Alongside the settlement announcement, Harcus Parker and Asserson have confirmed that pre-action claim letters have been sent to 36 universities – the formal step required before issuing court proceedings. The list covers much of the Russell Group plus several large post-92s: Bath, Birmingham, Birmingham City, Bristol, Cardiff, City St George’s, Coventry, De Montfort, UEA, Exeter, Imperial, Kent, King’s College London, Leeds, Leeds Beckett, Liverpool, Liverpool John Moores, LSE, Loughborough, Manchester, Manchester Metropolitan, Newcastle, Nottingham, Nottingham Trent, Northumbria, Portsmouth, Queen Mary, Reading, Sheffield, Sheffield Hallam, Southampton, Swansea, UAL, UWE, Warwick and York.
Time is a factor. Claims relating to the 2020–21 academic year – the worst-affected by Covid – will begin to expire under the Limitation Act from September 2026. That explains the acceleration, and suggests we may see further legal filings before the summer.
But for the rest of the sector, and for students, it resolves nothing. Whether force majeure clauses can cover strikes by a university’s own staff, whether variation clauses are too broad, whether fee characterisation provisions improperly limit liability, whether exit rights are genuine or illusory – all of it remains exactly where it was. Regulatory guidance says one thing, university contracts say another, and there is no court judgment to settle which is right.
The underlying tensions persist. OfS research has found students believe the experience they were promised did not match reality, with widespread ignorance of how to complain and deep scepticism that doing so would achieve anything – and meanwhile complaints rise, cuts deepen, and industrial action remains live, with the Employment Rights Act about to remove the 50 per cent turnout threshold for strike ballots. These are not historical curiosities. They are operational issues that will recur.
The regulatory response has been inadequate for years. OfS acknowledged back in 2019 that students were unclear about what they were buying, that consumer protection rights were not being enforced, and that the contractual relationship was unequal – it questioned whether relying on individual students to challenge providers was realistic. Six years later, it is still promising to consult, and even if it acts this summer, any new expectations will apply only in England – there is no evidence of serious regulatory interest in student contracts from the Scottish Funding Council or Medr, and when complainants have approached the CMA they have been told to contact DfE.
CMA guidance has been clear since 2023 that force majeure clauses should not include industrial action by a provider’s own staff, yet my review of contracts last year found around a third explicitly listing strikes, with the majority using ambiguous language that could be read the same way. The CMA’s draft guidance on unfair terms doubles down, identifying variation clauses and liability limitations as high-risk – but guidance is not law, and universities know it. Without enforcement or a court ruling, the pattern continues – CMA publishes advice, universities ignore or dispute it, nothing happens.
The incentives are perverse. Individual complaints are rare, difficult, and easy to settle quietly with a modest payment and a confidentiality clause, and the incentive structure rewards ambiguity – institutions can insist their contracts are compliant without ever testing that proposition. Settling claims avoids both admission of liability and any definitive ruling.
This would matter less if the stakes were lower. But UK universities charge some of the highest domestic fees in Europe, international students hand over £25,000–40,000 per year, and home undergraduates are locked into loans most will repay in full. Consumer protection questions arise across the student experience, from deposit practices and agent conduct to accessibility, price transparency, price increases and complaints handling, and in most areas the same pattern holds – regulatory guidance exists, but compliance is uneven and enforcement rare.
Universities insist their practices are defensible, students and their advocates disagree, and without court rulings or regulatory action, the arguments remain untested. The UCL settlement is one more instance of that wider pattern.
The lawyers behind the Student Group Claim say they still represent tens of thousands of students at other universities. But for now, the questions remain open, the contracts untested, and students largely unaware they have rights at all. The can has been kicked. The road remains the same.
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Michael Spence, UCL President & Provost, said:
We recognise that the Covid years were incredibly difficult for students. Covid19 created disruption across society, and universities were no exception. Throughout this period our priority was clear: to support students, protect their wellbeing, and maintain a high quality academic experience in unprecedented circumstances. Staff acted quickly, strictly following government guidance, and worked diligently to deliver teaching and student support in unprecedented circumstances.
Supporting students is UCL’s ongoing priority and our response during the pandemic was responsible and robust with many in our community going above and beyond. Throughout Covid19, UCL followed UK government guidance and implemented comprehensive safety measures to protect our community. Every decision was made to safeguard health while preserving the highest possible academic standards.
UCL has never disputed the principle that individuals may seek legal remedies. Throughout the pandemic we provided clear routes for students to seek redress, and many secured compensation through those established processes. This resolution enables us to focus on our core mission of delivering world-leading research and education.