The Thomas M. Cooley Law School (plaintiff) was accredited by the American Bar Association (ABA) (defendant), the quasi-governmental agency with delegated accreditation authority from the Secretary of Education. The ABA’s accreditation process was governed by a series of standards and rules that were subject to public comment and review when adopted. One of the rules required ABA approval for a major change in an accredited school’s operational structure. One of the standards provided that a school could offer up to 20 percent of its program at a satellite campus without such offering constituting a “major change.” In 2002, Cooley sought to open two satellite campuses and applied for ABA accreditation for the campuses. While the ABA was considering the application, Cooley began operating the satellite campuses at over the 20-percent threshold. The ABA held a show-cause hearing on Cooley’s purported violation of the ABA rule. The ABA notified Cooley in advance of the hearing, and provided an opportunity for Cooley to present its case. The ABA issued a final report on the matter, complete with the reasons it made its decision. The ABA censured Cooley for its violation of the 20-percent rule and ruled that Cooley could not operate the satellite campuses until 2006. Cooley sued the ABA, alleging that it violated Cooley’s common-law right to due process. The district court granted the ABA’s motion for summary judgment. Cooley appealed.