Only intended beneficiaries, rather than incidental beneficiaries, have the legal standing to enforce the terms of a contract.
Harvard Law School students sue the school, alleging that its failure to hire a diverse faculty violates state anti-discrimination statutes and their contractual rights. The court must determine whether the students have standing as aggrieved persons under the employment discrimination statute or as intended beneficiaries of faculty employment contracts under the equal rights statute. The court applies the rule that employment discrimination statutes protect only those within the employer-employee relationship and that contract law permits only intended, not incidental, beneficiaries to enforce agreements. Because the students are not employees or applicants and are merely incidental beneficiaries of faculty contracts, they lack standing. The court affirms the dismissal of the complaint.
413 Mass. at 68 Standard of review for motions to dismiss and standing31 citing casesappealed. We allowed the plaintiffs’ application for direct appellate review, and we now affirm. 1. Standard of review of judgments on motions to dismiss. In…
- Bd. of Health of Sturbridge v. Bd. of Health of Southbridge, 461 Mass. 548 (2012).published Rights v. President & Fellows of Harvard College, 413 Mass. 66, 69 (1992).
- Chambers v. Glen Echo Improvement Ass'n, 23 Mass. L. Rptr. 509 (Mass. Super. Ct. 2008).publishedHarvard Law School Coalition for Civil Rights v. President and Fellows of Harvard College, 413 Mass. 66, 68 (1992) (citations omitted). 5.Legal Analysis Plaintiffs assert that the St. 2006, c. 91 violates the Takings Clause of the Fifth Am…
- Indeck v. Clients' Sec. Bd., 879 N.E.2d 57 (Mass. 2008).publishedCoalition for Civil Rights v. President & Fellows of Harvard College, 413 Mass. 66, 68 (1992).
- Dahmer v. Satlow, 23 Mass. L. Rptr. 373 (Mass. Super. Ct. 2007).publishedCoalition for Civil Rights v. President & Fellows of Harvard College, 413 Mass. 66, 68 (1992). 2.
- Heffernan v. Robeco Inv. Mgmt., Inc., 23 Mass. L. Rptr. 237 (Mass. Super. Ct. 2007).publishedCoalition for Civil Rights v. President & Fellows of Harvard College, 413 Mass. 66, 68 (1992); General Motors Acceptance Corp. v. Abington Cas.
- Carr v. Entercom Boston, LLC, 23 Mass. L. Rptr. 138 (Mass. Super. Ct. 2007).publishedHarvard Law School Coalition for Civil Rights v. President & Fellows of Harvard College, 413 Mass. 66, 68 (1992).
- Okerman v. VA Software Corp., 871 N.E.2d 1117 (Mass. App. Ct. 2007).publishedCoalition for Civil Rights v. President & Fellows of Harvard College, 413 Mass. 66, 68 (1992); General Motors Acceptance Corp. v. Abington Cas.
- Fisher v. Lint, 868 N.E.2d 161 (Mass. App. Ct. 2007).publishedCoalition for Civil Rights v. President & Fellows of Harvard College, 413 Mass. 66, 68 (1992).
- Chokel v. Genzyme Corp., 867 N.E.2d 325 (Mass. 2007).publishedCoaliton for Civil Rights v. President & Fellows of Harvard College, 413 Mass. 66, 68 (1992). c.
- Young v. Deloitte & Touche, LLP, 18 Mass. L. Rptr. 287 (Mass. Super. Ct. 2004).publishedHarvard Law School Coalition for Civil Rights v. President & Fellows of Harvard College, 413 Mass. 66, 68 (1992).
Show 21 more citing cases
- Centennial Healthcare Inv. Corp. v. Comm'r of the Div. of Med. Assistance, 810 N.E.2d 1231 (Mass. App. Ct. 2004).publishedCoalition for Civil Rights v. President & Fellows of Harvard College, 413 Mass. 66, 68 (1992), our review of the record on appeal confirms that the claim for payment was sufficiently pleaded in Centennial’s complaint, and was adequately pr…
- Tanzman v. MarketXT Holdings Corp., 17 Mass. L. Rptr. 390 (Mass. Super. Ct. 2004).publishedWarner-Lambert Company v. Execuquest Corporation, 427 Mass. 46, 47 (1998); Harvard Law School Coalition for Civil Rights v. President & Fellows of Harvard College, 413 Mass. 66, 68 (1992).
- Chokel v. Genzyme Corp., 17 Mass. L. Rptr. 83 (Mass. Super. Ct. 2003).publishedWarner-Lambert Company v. Execuquest Corporation, 427 Mass. 46, 47 (1998); Harvard Law School Coalition for Civil Rights v. President & Fellows of Harvard College, 413 Mass. 66, 68 (1992).
- Roberts v. Enter. Rent-A-Car Co., 16 Mass. L. Rptr. 453 (Mass. Super. Ct. 2003).publishedHarvard Law School Coalition for Civil Rights v. President & Fellows of Harvard College, 413 Mass. 66, 68 (1992).
- Fleet Nat'l Bank v. Certain Underwriters at Lloyd's, London, 16 Mass. L. Rptr. 212 (Mass. Super. Ct. 2003).publishedWarner-Lambert Company v. Execuquest Corporation, 427 Mass. 46, 47 (1998); Harvard Law School Coalition for Civil Rights v. President & Fellows of Harvard College, 413 Mass. 66, 68 (1992).
- Boston Partners Asset Mgmt., L.P. v. Archambo, 16 Mass. L. Rptr. 39 (Mass. Super. Ct. 2003).publishedWarner-Lambert Company v. Execuquest Corporation, 427 Mass. 46, 47 (1998); Harvard Law School Coalition for Civil Rights v. President & Fellows of Harvard College, 413 Mass. 66, 68 (1992).
- Liberty Mut. Ins. v. United Tech. Corp., 15 Mass. L. Rptr. 626 (Mass. Super. Ct. 2003).publishedHarvard Law School Coalition for Civil Rights v. President & Fellows of Harvard College, 413 Mass. 66, 68 (1992).
- Whitehall Co. v. Merrimack Valley Distrib. Co., 780 N.E.2d 479 (Mass. App. Ct. 2002).publishedCoalition for Civil Rights v. President & Fellows of Harvard College, 413 Mass. 66, 68 (1992), quoting from Rae v. Air-Speed, Inc., 386 Mass. 187, 191 (1982).
- Marram v. Kobrick Offshore Fund, 15 Mass. L. Rptr. 496 (Mass. Super. Ct. 2002).publishedWarner-Lambert Company v. Execuquest Corporation, 427 Mass. 46, 47 (1998); Harvard Law School Coalition for Civil Rights v. President & Fellows of Harvard College, 413 Mass. 66, 68 (1992).
- Ionics, Inc. v. Liberty Mut. Ins., 15 Mass. L. Rptr. 508 (Mass. Super. Ct. 2002).publishedWarner-Lambert Company v. Execuquest Corporation, 427 Mass. 46, 47 (1998); Harvard Law School Coalition for Civil Rights v. President & Fellows of Harvard College, 413 Mass. 66, 68 (1992).
- Callahan v. First Congregational Church, 14 Mass. L. Rptr. 433 (Mass. Super. Ct. 2001).publishedHarvard Law School Coalition for Civil Rights v. President & Fellows of Harvard College. 413 Mass. 66, 68 (1992).
- Briggs v. Commonwealth, 707 N.E.2d 355 (Mass. 1999).published
- Kirkland Constr. Co. v. James, 658 N.E.2d 699 (Mass. App. Ct. 1995).published
- Brown v. Nutter, McClennen & Fish, 696 N.E.2d 953 (Mass. App. Ct. 1998).published
- Hiles v. Episcopal Diocese, 744 N.E.2d 1116 (Mass. App. Ct. 2001).published
- Basbanes v. Haines, 3 Mass. L. Rptr. 495 (Mass. Super. Ct. 1995).published
- Cammarano v. Boston Bar Ass'n, 4 Mass. L. Rptr. 183 (Mass. Super. Ct. 1995).published
- O'Sullivan v. Nynex Corp., 5 Mass. L. Rptr. 647 (Mass. Super. Ct. 1996).published
- Moll Indus., Inc. v. Oral-B Labs., Inc., 13 Mass. L. Rptr. 569 (Mass. Super. Ct. 2001).published
- South Boston Betterment Trust v. Boston Redevelopment Auth., 15 Mass. L. Rptr. 87 (Mass. Super. Ct. 2001).published
- Dolphin Fleet of Provincetown, Inc. v. Provincetown Pub. Pier Corp., 18 Mass. L. Rptr. 633 (Mass. Super. Ct. 2004).published
413 Mass. at 71 Determining intended versus incidental beneficiaries of contracts21 citing cases“under massachusetts law, only intended beneficiaries, not incidental beneficiaries, can enforce a contract.”
- MTGLQ Investors, LP v. Kathleen Mcintosh, 273 N.E.3d 562 (Mass. App. Ct. 2025).publishedRights v. President & Fellows of Harvard College, 413 Mass. 66, 71 (1992); Plymouth Hous.
- Aquidneck Trucking, LLC v. Lightspeed Trucking, LLC, No. 1:24-cv-12767 (D. Mass. July 31, 2025).(holding that students were incidental, rather than intended, beneficiaries of their professors’ employment contracts)
- Impact Tech. Licensing, LLC v. Barry-Wehmiller Companies, Inc., No. @2484CV03350-BLS2 (Mass. Super. Ct. Apr. 8, 2025).published“Under Massachusetts law, only intended beneficiaries, not incidental beneficiaries, can enforce a contract.” See Harvard Law School Coalition for Civil Rights v. President and Fellows of Harvard College, 413 Mass. 66, 71 (1992).
- Bay Club Members, LLC v. Selective Ins. Co. of Am., 654 F. Supp. 3d 1 (D. Mass. 2023).publishedCoalition for Civil Rights v. President & Fellows of Harvard College, 413 Mass. 66, 71 (1992)); accord Lakew v. MBTA, 65 Mass. App. Ct. 794 , 799 n.10 (2006) (“[C]ontracting parties may well intend that a third party receive a benefit as a…
- Lind v. Domino's Pizza LLC, 37 N.E.3d 1 (Mass. App. Ct. 2015).published Coalition for Civil Rights v. President & Fellows of Harvard College, 413 Mass. 66, 71 (1992).
- Laguer v. OneWest Bank, FSB, 31 Mass. L. Rptr. 14 (Mass. Super. Ct. 2013).published“Under Massachusetts law, only intended beneficiaries, not incidental beneficiaries, can enforce a contract.” See Harvard Law School Coalition for Civil Rights v. President and Fellows of Harvard College, 413 Mass. 66, 71 (1992).
- Szeredy v. A. Duie Pyle, Inc., 23 Mass. L. Rptr. 501 (Mass. Super. Ct. 2008).publishedCoalition for Civil Rights v. President & Fellows of Harvard Coll., 413 Mass. 66, 71 (1992).
- Nat'l Lumber Co. v. Walsh, 2007 Mass. App. Div. 65 (Mass. Dist. Ct., App. Div. 2007).publishedCoalition for Civil Rights v. President & Fellows of Harvard Coll., 413 Mass. 66, 71 (1992).
- Spears v. Miller, 2006 Mass. App. Div. 151 (Mass. Dist. Ct., App. Div. 2006).publishedHarvard Law School Coalition for Civil Rights v. President and Fellows of Harvard College, 413 Mass. 66, 71 (1992).
- Massachusetts v. Mylan Labs., 357 F. Supp. 2d 314 (D. Mass. 2005).publishedCoalition for Civil Rights v. President & Fellows of Harvard College, 413 Mass. 66 , 595 N.E.2d 316, 319 (1992) (applying Massachusetts law).
Show 10 more citing cases
- Comstock v. Steinbergh, 18 Mass. L. Rptr. 573 (Mass. Super. Ct. 2004).publishedCoalition for Civil Rights v. President & Fellows of Harvard Colt, 413 Mass. 66, 71 (1992).
- Edward P. Clark Post, 107, Am. Legion, Inc. v. Town of Natick Bd. of Selectmen, 18 Mass. L. Rptr. 436 (Mass. Super. Ct. 2004).publishedCoalition for Civil Rights v. President & Fellows of Harvard College, 413 Mass. 66, 71 (1992).
- Corcoran Mgmt. Co. v. Town of Framingham, 16 Mass. L. Rptr. 519 (Mass. Super. Ct. 2003).publishedHarvard Law School Coalition for Civil Rights v. President & Fellows of Harvard College, 413 Mass. 66, 71 (1992).
- C.M. v. P.R., 649 N.E.2d 154 (Mass. 1995).published
- Anderson v. Fox Hill Vill. Homeowners Corp., 676 N.E.2d 821 (Mass. 1997).published
- Tasco Constr., Inc. v. Town of Winchendon, 1 Mass. L. Rptr. 537 (Mass. Super. Ct. 1994).published
- Seiden v. Vill. Haven Rest Home, 4 Mass. L. Rptr. 229 (Mass. Super. Ct. 1995).published
- Mediplex of Massachusetts, Inc. v. Donovan, 1994 Mass. App. Div. 123 (Mass. Dist. Ct., App. Div. 1994).published
- Baystate Fin. Servs., LLC v. Gregory Pinto, No. 2084CV02507 (Mass. Super. Ct. June 3, 2021).published
- Oum v. Wells Fargo, N.A., 842 F. Supp. 2d 407 (D. Mass. 2012).published
413 Mass. at 72 Denying leave to amend complaint for failure to disclose content9 citing cases“For the reasons stated we conclude that the judge properly dismissed the plaintiffs’ complaint.”
- Ward v. Schnurr, 103 Mass. App. Ct. 308 (Mass. App. Ct. 2023).publishedCf. Sparks, 339 Mass. at 350 (concluding defendant owed no duty under circumstances in which the defendant delayed remedying a burned building for approximately four to five months). 17 & Fellows of Harvard College, 413 Mass. 66, 72 (1992).
- Blauvelt v. AFSCME Council 93, Local 1703, 910 N.E.2d 956 (Mass. App. Ct. 2009).publishedCoalition for Civil Rights v. President & Fellows of Harvard College, 413 Mass. 66, 72 (1992).
- Kennie v. Nat. Resource Dep't, 889 N.E.2d 936 (Mass. 2008).publishedR 15 (a), 365 Mass. 761 (1974), the decision to grant such a motion lies within the broad discretion of the trial judge.” Harvard Law School Coalition for Civil Rights v. President & Fellows of Harvard College, 413 Mass. 66, 72 (1992).
- Litra v. Mount Washington Coop. Bank, 2008 Mass. App. Div. 37 (Mass. Dist. Ct., App. Div. 2008).publishedHarvard Law School Coalition for Civil Rights v. President and Fellows of Harvard College, 413 Mass. 66, 72 (1992).
- Urman v. Bd. of Reg. in Med., 23 Mass. L. Rptr. 383 (Mass. Super. Ct. 2007).publishedCoalition for Civil Rights v. President and Fellows of Harvard Coll., 413 Mass. 66, 72 (1992); All Seasons Servs., Inc. v. Commissioner of Health and Hosps.
- Pielech v. Massasoit Greyhound, Inc., 804 N.E.2d 894 (Mass. 2004).publishedCoalition for Civil Rights v. President & Fellows of Harvard College, 413 Mass. 66, 72 (1992), and we see no abuse of discretion. 3.
- Boehm v. Com. Ins., 2003 Mass. App. Div. 39 (Mass. Dist. Ct., App. Div. 2003).publishedAss’n., 40 Mass. App. Ct. 172, 175 (1996), and the decision to grant a motion to amend “lies within the broad discretion of the trial judge.” Harvard Law School Coalition for Civil Rights v. President & Fellows of Harvard College, 413 Mass…
- Hubert v. Melrose-Wakefield Hosp. Ass'n, 661 N.E.2d 1347 (Mass. App. Ct. 1996).published
- Hart v. Frost, 1993 Mass. App. Div. 185 (Mass. Dist. Ct., App. Div. 1993).published
413 Mass. at 69 Determining standing under statute requires employment relationship and injury7 citing casesIt is clear from the statute and case law that an individual has to be within the employment relationship.
- Stephen B. Corn v. Brigham & Women's Hosp., No. 1984CV00809 (Mass. Super. Ct. June 15, 2023).published (It is clear from the statute and case law that an individual has to be within the employment relationship.)
- Jeffrey Forbes v. At&t Mobility Servs. LLC, No. 2584CV00611-BLS2 (Mass. Super. Ct. Feb. 5, 2026).published(construing G.L. c. 151B, § 9, which authorizes “any person claiming to be aggrieved” by an unlawfully discriminatory practice to bring suit)
- Bd. of Health of Sturbridge v. Bd. of Health of Southbridge, 461 Mass. 548 (2012).published Rights v. President & Fellows of Harvard College, 413 Mass. 66, 69 (1992).
- Conte v. Town of Framingham, 23 Mass. L. Rptr. 309 (Mass. Super. Ct. 2007).publishedRights v. President & Fellows of Harvard Coll., 413 Mass. 66, 69 (1992). 5 The burden is on the petitioner to prove the jurisdictional prerequisite that he is an aggrieved person, Barvenik v. Board of Aldermen of Newton, 33 Mass.App.Ct. 12…
- Rinaldi v. State Bldg. Code Appeals Bd., 779 N.E.2d 688 (Mass. App. Ct. 2002).publishedCoalition for Civil Rights v. President & Fellows of Harvard College, 413 Mass. 66, 69 (1992).
- Cammarano v. Boston Bar Ass'n, 4 Mass. L. Rptr. 183 (Mass. Super. Ct. 1995).published
- Ginther v. Comm'r of Ins., 693 N.E.2d 153 (Mass. 1998).published
413 Mass. at 70 Determining standing to sue under anti-discrimination statute5 citing caseslaw students had no standing to sue over school’s failure to hire minority faculty in violation of § 102 of MERA, where students did not “allege that the . . . school discriminate^] against them ... in providing contractual benefits
- Thurdin v. SEI Boston, LLC, 895 N.E.2d 446 (Mass. 2008).published(law students had no standing to sue over school’s failure to hire minority faculty in violation of § 102 of MERA, where students did not “allege that the . . . school discriminate^] against them ... in providing contrac…)
- Ellis v. Saf. Ins., 672 N.E.2d 979 (Mass. App. Ct. 1996).published
- Shwachman v. Meagher, 699 N.E.2d 16 (Mass. App. Ct. 1998).published
- Priestly v. Doucette, 1 Mass. L. Rptr. 415 (Mass. Super. Ct. 1993).published
- Campanile v. Suffolk Constr. Co., 1 Mass. L. Rptr. 486 (Mass. Super. Ct. 1994).published
595 N.E.2d at 319 Interpreting employment discrimination statute's scope3 citing casesapplying Massachusetts law
- Alicea v. MacHete Music, 744 F.3d 773 (1st Cir. 2014).publishedCoal, for Civil Rights v. President & Fellows of Harvard Coll., 413 Mass. 66 , 595 N.E.2d 316, 319 (1992); Choate, Hall & Stewart v. SCA Servs., Inc., 378 Mass. 535 , 392 N.E.2d 1045, 1051 (1979); Restatement (Second) of Contracts §§ 302,…
- Massachusetts v. Mylan Labs., 357 F. Supp. 2d 314 (D. Mass. 2005).published(applying Massachusetts law)
- Lecrenski Bros. v. Johnson, 312 F. Supp. 2d 117 (D. Mass. 2004).published Coalition for Civil Rights v. Pres. & Fellows of Harvard Coll., 413 Mass. 66 , 595 N.E.2d 316, 319 (1992).
413 Mass. at 89 cited at this page1 citing case
- Matthews v. Raytheon Co., 26 Mass. L. Rptr. 488 (Mass. Super. Ct. 2009).publishedCoalition for Civil Rights v. President & Fellows of Harvard Coll., 413 Mass. 66, 89 (1992), citing Sch.
The plaintiffs, Harvard Law School Coalition for Civil Rights (coalition) and individual students from Harvard Law School, appeal from the dismissal of their first amended complaint under Mass. R. Civ. P. 12 (b) (6), 365 Mass. 754 (1974), seeking equitable relief for the allegedly discriminatory faculty hiring policies of Harvard Law School (law school) in violation of G. L. c. 151B (1990 ed.) and G. L. c. 93, § 102 (1990 ed.). In dismissing the complaint, the Superior Court judge ruled that the plaintiffs lacked standing under either statute and that the coalition lacked capacity to sue. The judge also denied the plaintiffs’ motion to amend the complaint to add a claim under G. L. c. 151C (1990 ed.). After judgment for the defendant, the plaintiffs[*68] appealed. We allowed the plaintiffs’ application for direct appellate review, and we now affirm.
1. Standard of review of judgments on motions to dismiss. In determining the appropriateness of a judgment dismissing a complaint, “we accept as true all of the allegations of the complaint and all reasonable inferences which may be drawn from the complaint and which are favorable to the party whose claims have been dismissed. . . . Further, a motion to dismiss a complaint . . . should not be allowed unless it appears certain that the complaining party is not entitled to relief under any state of facts which could be proved in support of the claim” (citations omitted). Rae v. Air-Speed, Inc., 386 Mass. 187, 191 (1982).
2. Standing under G. L. c. 151B. The plaintiffs essentially allege that, because the law school has not hired certain minorities, females, and disabled persons, they have been denied the benefit of association with an integrated faculty and therefore they have standing as “persons aggrieved” under G. L. c. 151B, § 9.
The authority to bring an action for a statutory violation is determined with reference to the context, subject matter, and area of concern of the statute. Beard Motors, Inc. v. Toyota Motor Distribs., Inc., 395 Mass. 428, 431-432 (1985). General Laws c. 151B, § 4, prohibits employers from engaging in discriminatory employment practices against certain protected classes. [2] “Chapter 151B, § 4 (1) .. . seeks the removal of artificial, arbitrary, and unnecessary barriers to full participation in the workplace.” College-Town, Div. of Interco, Inc. v. Massachusetts Comm’n Against Discrimination, 400 Mass. 156, 162 (1987). Section 9 of G. L. c. 151B grants to[*69] “[a]ny person claiming to be aggrieved” by such a discriminatory practice standing to bring a civil action for damages or injunctive relief or both. “[T]he central focus of inquiry is whether the employer penalizes some employees or prospective employees because of their race, color, religion, sex, or national origin.” School Comm, of Braintree v. Massachusetts Comm’n Against Discrimination, 377 Mass. 424, 428 (1979). “Although the Commonwealth’s employment discrimination law, G. L. c. 151B, affects ‘a broad array of employment practices’ ... we will not assume that the Legislature intended to cover relationships outside the traditional common law employer-employee relationship.” Comey v. Hill, 387 Mass. 11, 15 (1982). “To qualify as a ‘person aggrieved,’ a person must allege substantial injury as the direct result of the action complained of.” Massachusetts Elec. Co. v. Massachusetts Comm’n Against Discrimination, 375 Mass. 160, 177-178 (1978). It is clear from the statute and case law that an individual has to be within the employment relationship and has to have suffered injury as a result of a prohibited practice in order to have a cause of action under § 9. On analysis we determine that the plaintiffs are not within the employer-employee relationship and have not alleged substantial injury within the area of concern of the statute. [3]
[*70] The plaintiffs were neither employees nor applicants for employment at the law school. They have not claimed the law school denied or discharged them from employment, or discriminated in compensation, terms, conditions or privileges of their employment. Likewise, the injuries they complain of — denial of “perspectives,” “life experiences,” and “access to . . . role models” — are not within the area of concern of the statute. Since the plaintiffs are not “persons” within the employment relationship, they are not “[a]ny person claiming to be aggrieved” as the term is used in the statute. Consequently, they have no standing under G. L. c. 151B.
3. Standing under G. L. c. 93, § 102. The judge ruled that G. L. c. 93, § 102, does not confer standing on anyone other than those whose rights have been violated. The plaintiffs argue that, as tuition-paying students, they have a contractual relationship with the law school protected by G. L. c. 93, § 102. General Laws c. 93, § 102, guarantees that “[a] 11 persons within the Commonwealth, regardless of sex, race, color, creed or national origin, shall have ... the same rights enjoyed by white male citizens, to make and enforce contracts . . . .” The plaintiffs’ amended complaint failed to allege that the plaintiffs had a contract with the law school in which the law school agreed not to discriminate in faculty hiring or agreed to hire valuable role models of diverse backgrounds. The only hint of any contract or agreement in the entire complaint is the allegation that the plaintiffs “as students . ... are the intended beneficiaries of the agreement to employ individuals as law teachers at their school.” Moreover, the plaintiffs did not allege that the law school discriminates against them on the basis of race, gender, or sexual orientation, in providing contractual benefits to them. Rather, the plaintiffs contend that the law school’s alleged failure to hire a diverse faculty injures all students. Such an[*71] allegation can hardly amount to “discrimination in the enforcement” of the plaintiffs’ contracts with the law school or a denial of the same contractual benefits enjoyed by white male students.
The plaintiffs’ contention that they are the intended beneficiaries of the employment contracts between the law school and its faculty is also flawed. The plaintiffs are no more than incidental beneficiaries of these contracts. Rae v. Air-Speed, Inc., 386 Mass. 187, 194-195 (1982). See Restatement (Second) of Contracts § 302 (1981); 4 A. Corbin, Contracts § 779C (1951 & Supp. 1991); 2 S. Williston, Contracts §§ 402, 403 (3d ed. 1959). Under Massachusetts law, only intended beneficiaries, not incidental beneficiaries, can enforce a contract. Rae v. Air-Speed, Inc., supra at 195-196. See Plymouth Hous. Auth. v. Plymouth, 401 Mass. 503, 505 (1988).
4. Breach of implied contract claim. The plaintiffs contend for the first time on appeal that dismissal of their complaint was erroneous because their complaint implicitly stated a claim that the law school breached a contract with them.
“[A] plaintiff can withstand a motion to dismiss if he has alleged facts that entitle him to any form of relief, even if he has not alleged the correct legal theory in his complaint.” Independence Park, Inc. v. Board of Health of Barnstable, 403 Mass. 477, 482 (1988). See Nader v. Citron, 372 Mass. 96, 104 (1977). The lengthy and detailed amended complaint deals with the plaintiffs’ alleged standing under G. L. c. 151B, and G. L. c. 93, § 102. Nowhere in the complaint, however, is there any allegation of such a contract or facts from which the judge could have inferred the terms of such a contract. Neither is there any allegation of a breach of contract nor facts alleged that would establish one. On appeal, the plaintiffs again do not set out the provisions of the contract, nor what terms they rely on in their contractual relationship as students with the law school. Instead, they make allegations of “[cjatalogue” and “literature” without identifying those sources other than the defendant’s affirmative action plan. Furthermore, at oral argument on the motion to dismiss, the plaintiffs referred to their educational contracts[*72] with the law school, not to allege a breach of contract, but to advance their argument that they had standing under the “make and enforce contracts” language under G. L. c. 93, § 102. These allegations are not sufficient to support the plaintiffs’ contention that there was a breach of their “contract” with the law school. Clearly, the amended complaint failed to state the essential elements of the plaintiffs’ alleged contract. See Independence Park, Inc. v. Board of Health of Barnstable, supra.
5. G. L. c. 151C claim. The plaintiffs argue that the judge abused his discretion in not allowing them to amend their complaint to include a claim under G. L. c. 151C.
General Laws c. 151C, § 2 (d), states: “It shall be an unfair educational practice for an educational institution . . . [t]o . . . discriminate against any student ... in providing benefits, privileges and placement services.” Initially, the plaintiffs neither sought relief nor argued any theory under G. L. c. 151C. Although leave to amend a complaint shall be “freely given when justice so requires,” Mass. R. Civ. P. 15 (a), 365 Mass. 761 (1974), the decision to grant such a motion lies within the broad discretion of the trial judge. Murphy v. I.S.K.Con. of New England, Inc., 409 Mass. 842, 864 (1991). The judge denied the plaintiffs’ motion to amend their complaint because they failed to disclose the substantive content of their desired amendment. The plaintiffs filed a postjudgment motion for reconsideration, which the judge denied. In these circumstances it was not an abuse of discretion for the judge to deny the motion to amend. See Goulet v. Whitin Mach. Works, Inc., 399 Mass. 547, 549-550 (1987); Jessie v. Boynton, 372 Mass. 293, 295 (1977).
Because we affirm the judgment on other grounds, we need not reach the question of capacity of the plaintiffs to sue. But see DiLuzio v. United Elec., Radio & Mach. Workers, Local 274, 386 Mass. 314, 319 n.6 (1982).
For the reasons stated we conclude that the judge properly dismissed the plaintiffs’ complaint.
Judgment affirmed.
General Laws c. 151B, § 4 (1) (1990 ed.), provides: “It shall be an unlawful practice: 1. For an employer, by himself or his agent, because of the race, color, religious creed, national origin, sex, sexual orientation, which shall not include persons whose sexual orientation involves minor children as the sex object, or ancestry of any individual to refuse to hire or employ or to bar or to discharge from employment such individual or to discriminate against such individual in compensation or in terms, conditions or privileges of employment, unless based upon a bona fide occupational qualification.”
Our conclusion is buttressed by the cases interpreting the analogous Federal statute, Title VII of the Civil Rights Act of 1964, 42 U.S.C. §§ 2000e et seq. (1988), which we have looked to as an aid in interpreting G. L. c. 151B. Contrary to the plaintiffs’ contention, there is no support in the case law interpreting Title VII for extending the reach of the employment discrimination concerns of c. 15IB to individuals outside of the employment relationship, such as the plaintiffs in this case. Rather, there is considerable support for limiting Title VII’s area of concern to the employer-employee relationship. See Wheeler v. Hurdman, 825 F.2d 257, 275-276 (10th Cir.), cert, denied, 484 U.S. 986 (1987) (statutory redress under Title VII available only to those in employment relationship); Cobb v. Sun Papers, Inc., 673 F.2d 337, 340-341 (11th Cir.) (term “employee” given common law definition), cert, denied, 459 U.S. 874 (1982); Spirides v. Reinhardt, 613 F.2d 826, 829-830 (D.C. Cir. 1979); Tadros v. Coleman, 717 F. Supp. 996, 1002 (S.D.N.Y. 1989) (“Title VII is an employment law, available only to employees [or prospective employees] seeking redress for unlawful employment practices of their employers”), affd in[*70] relevant part, 898 F.2d 10, 11.(2d Cir.), cert, denied, Ill S. Ct. 186 (1990).
Also, the cases the plaintiffs cite dealing with the “injury in fact” requirement for standing under art. 3 of the United States Constitution have no bearing on determining standing under G. L. c. 151B.