Quintanilla v. WW Int'l, Inc.

• Decision Date: 24 May 2021
• Docket Number: 20 Civ. 6261 (PAE)
• Citation: 541 F.Supp.3d 331
• Parties: Sandra QUINTANILLA, individually and on behalf of all others similarly situated, Plaintiff, v. WW INTERNATIONAL, INC., a Virginia Corporation doing business as Weight Watchers, and Does 1 through 50, inclusive, Defendant.
• Court: U.S. District Court — Southern District of New York

541 F.Supp.3d 331

Sandra QUINTANILLA, individually and on behalf of all others similarly situated, Plaintiff,

v.WW INTERNATIONAL, INC., a Virginia Corporation doing business as Weight Watchers, and Does 1 through 50, inclusive, Defendant.

20 Civ. 6261 (PAE)

United States District Court, S.D. New York.

Signed May 24, 2021

James R. Hawkins, Gregory Mauro, Gregory E. Mauro, Michael J. S. Calvo, Samantha Alane Smith, James Hawkins, APLC, Irvine, CA, for Plaintiff.

Tami K. Sims, Pro Hac Vice, Katten Muchin Rosenman LLP, Los Angeles, CA, Terence Ross, Kristin Danielle Lockhart, Katten Muchin Rosenman LLP, Washington, DC, for Defendant.

OPINION & ORDER

PAUL A. ENGELMAYER, District Judge:

In March 2020, as the COVID-19 pandemic spread, businesses throughout the country shuttered in-person operations to protect public health and slow the spread of the virus, many at the direction of state or local governments. Defendant WW International, Inc. ("WW")—which operates the health and fitness business "Weight Watchers"—is one such company. On March 16, 2020, WW moved its in-person services, which it had offered to subscribing members at brick-and-mortar workshops, online. Plaintiff Sandra Quintanilla, a citizen of California, was (and continues to be) a subscriber to those in-person services, and now sues WW on behalf of a putative class of similarly situated subscribers. She contends that WW's cancellation of in-person services, and transition of its workshop services online, without issuing refunds or any reduction in membership fees, violates several California consumer-protection statutes, see, e.g. , Cal. Civ. Code §§ 1750 et seq. ; Cal. Bus. & Prof. Code §§ 17200, 17500 et seq. , and constitutes breach of contract, unjust enrichment, and money had and received. She seeks damages and injunctive relief on behalf of all WW subscribers who, like her, lost access to WW's in-person workshop services during the pandemic.

Before the Court is WW's motion to dismiss Quintanilla's claims for lack of standing and for failure to state a claim. For the reasons below, the Court grants that motion on the latter ground. Although Quintanilla has standing to pursue her individual claims for damages, these claims fail the pleading standards of Federal Rule of Civil Procedure 12(b)(6).

I. Background

A. Factual Background¹

WW operates a nationwide weight-loss support program through which it, at the time the TAC was filed, offered three types of subscription-based memberships: (1) the Digital Membership, which provided access only to WW's website and app; (2) the Workshop + Digital Membership, which provided the same electronic access as the Digital Membership plus weekly in-person group workshops led by a WW coach; and (3) the Personal Coaching + Digital Membership, which provided the same benefits as the Workshop + Digital Membership plus one-on-one personal coaching. TAC ¶ 10.

Since November 2018, Quintanilla has subscribed to the Workshop + Digital Membership, at a cost of $44.95 per month. Id. ¶ 12. She alleges that she signed up for this program, "in part, because she wanted to participate in the weekly in-person support meetings." Id. She further alleges that "[o]n its website, [WW] touts that it holds more than 40,000 in-person Workshop meetings each week." Id. ¶ 11. However, the webpage she cites does not promise in-person services. Compare id., with About Us , WW, https://www.weightwatchers.com/about/crp/index.aspx ("Weight Watchers holds more than 40,000 meetings each week where members receive group support and learn about healthy eating patterns, behavior modification and physical activity."). Nor do the terms and conditions ("T&C") of that membership promise that workshop meetings would take place in-person. See Dkt. 40-1 ("T&C"). Rather, WW's T&C state that "[i]n [WW]’s sole discretion and without prior notice or liability, we may discontinue or modify any aspect of the Offerings." Id. ¶ 3 ("Your Membership"); See id. ¶ 1 (defining "Offerings" to include "Monthly Pass," which means the "use of Workshop + Digital" Membership).

On March 16, 2021, as COVID-19 spread, WW closed its workshop locations and stopped offering in-person services. TAC ¶ 13. WW continued to charge all its Workshop + Digital members the same $44.95 monthly fee it had before the closure. Id. ¶ 14. On March 18, 2021, WW debited Quintanilla that amount; it has continued to do so since then.² Id. ¶¶ 15–17.

Quintanilla alleges that this transition from in-person to remote meetings "unilaterally downgrad[ed]" hers and all other Workshop + Digital members’ subscriptions to what amounts to a Digital Membership, but that WW wrongfully failed to either issue a corresponding refund or to lower the price of her membership. Id. ¶ 18. She thus alleges that the transition rendered false and misleading WW's prior statements about the in-person aspects of the Workshop + Digital Membership. Id. ¶¶ 20–21, 39, 55, 63. She brings claims under the California Consumer Legal Remedies Act, Cal. Civ. Code § 1750 ("CLRA"), Unfair Competition Law, Cal. Bus. & Prof. Code §§ 17200 – 17208 ("UCL"), False Advertising Law, Cal. Bus. & Prof. Code § 17500 ("FAL"), and Weight Loss Contracts Act, Cal. Civ. Code § 1694.5 et seq. ("WLCA"), as well as claims for breach of contract, unjust enrichment, and money had and received.

WW disputes whether Quintanilla has suffered an injury in fact, given that Workshop + Digital members remain able to access virtual workshops. It argues, in any event, that all her allegations fail to state a claim. Dkt. 38 ("WW Mem."); Dkt. 40 ("Martin Decl.") ¶ 11.

B. Procedural History

On June 10, 2020, Quintanilla filed a complaint against WW in California Superior Court. Dkt. 1 ("Notice of Removal") ¶ 1. On June 25, 2020, she filed an amended complaint. Id. ; see Dkt. 1-4 ("FAC"). On July 30, 2020, WW removed the case to federal court in the Central District of California. See Notice of Removal. On August 6, 2020, the parties stipulated to the transfer of this case from California to this District, citing a forum-selection clause in the T&C that both parties agreed governs Quintanilla's membership. Dkt. 10 at 2–3. The parties also jointly sought leave for Quintanilla to file a second amended complaint ("SAC"). Id. at 3. On August 7, 2021, Judge Phillips of the Central District of California ordered the case transferred and granted Quintanilla leave to file a SAC. Dkt. 11. On August 10, 2020, the case was transferred accordingly. Dkt. 12.

Upon transfer, the case was referred to this Court as possibly related to an earlier-filed action also against WW. See Vodden v. WW Int'l, Inc. , No. 20 Civ. 3856 (PAE), Dkt. 1, 2020 WL 2538946 (filed May 18, 2020). On August 24, 2020, the Court accepted this case as related to Vodden , which has since settled. See id. , Dkt. 15. On August 25, 2020, the Court scheduled an initial pretrial conference for September 29, 2020. Dkt. 16.

On September 23, 2020, WW moved to dismiss the SAC. Dkts. 28–31. The next day, the Court issued an order directing Quintanilla either to oppose that motion or amend her complaint, and stating that "[n]o further opportunities to amend will ordinarily be granted." Dkt. 32. On September 29, 2020, the Court held the initial conference. Dkt. 34. On October 14, 2020, Quintanilla filed the TAC, which is now the operative pleading in this case. See TAC.

On November 4, 2020, WW moved to dismiss the TAC, Dkt. 37, and in support filed a memorandum of law, see WW Mem.; the declaration of Kristin D. Lockhart, Esq., Dkt. 39 ("Lockhart Decl."); and the declaration of Maureen Martin, see Martin Decl., with supporting exhibits. On November 18, 2020, Quintanilla opposed that motion. Dkt. 41 ("Pl. Mem."). On November 25, 2020, WW replied, Dkt. 42 ("WW Reply"), and filed another declaration from Ms. Lockhart, Dkt. 43 ("Second Lockhart Decl."), with a supporting exhibit.

II. Legal Standard

A. Motion to Dismiss Under Rule 12(b)(1) for Lack of Standing

"A claim that a party lacks standing to bring suit is an attack on a court's subject matter jurisdiction over that party." EMI Entm't World, Inc. v. Karen Recs., Inc. , No. 05 Civ. 390 (LAP), 2013 WL 2480212, at *2 (S.D.N.Y. June 10, 2013) (citing Bender v. Williamsport Area Sch. Dist. , 475 U.S. 534, 541–42, 106 S.Ct. 1326, 89 L.Ed.2d 501 (1986) ). Constitutional standing thus "is the threshold question in every federal case, determining the power of the court to entertain the suit." Warth v. Seldin , 422 U.S. 490, 498, 95 S.Ct. 2197, 45 L.Ed.2d 343 (1975). "A plaintiff asserting subject matter jurisdiction has the burden of proving by a preponderance of the evidence that it exists." Makarova , 201 F.3d at 113. In analyzing whether subject-matter jurisdiction exists, a district court may consider evidence outside the pleadings, such as affidavits and exhibits. See id.

B. Motion to Dismiss Under Rule 12(b)(6)

To survive a motion to dismiss under Rule 12(b)(6), a complaint must plead "enough facts to state a claim to relief that is plausible on its face." Bell Atl. Corp. v. Twombly , 550 U.S. 544, 570, 127 S.Ct. 1955, 167 L.Ed.2d 929 (2007). A claim is facially plausible "when the plaintiff pleads factual content that allows the court to draw the reasonable inference that the defendant is liable for the misconduct alleged." Ashcroft v. Iqbal , 556 U.S. 662, 678, 129 S.Ct. 1937, 173 L.Ed.2d 868 (2009). A complaint is properly dismissed where "the allegations in a complaint, however true, could not raise a claim of entitlement to relief." Twombly , 550 U.S. at 558, 127 S.Ct. 1955. When resolving a motion to dismiss, the Court must assume all well-pleaded facts to be true, "drawing all reasonable inferences in favor of the plaintiff." Koch , 699 F.3d at 145. That tenet, however, does not apply to legal conclusions. See Iqbal , 556 U.S. at 678, 129 S.Ct. 1937. Pleadings that offer only "labels and conclusions" or "a formulaic recitation of the elements of a cause of action will not do." Twombly , ...