Sanderson v. Whoop, Inc.

Background

This proposed class action alleges violations of California consumer-protection laws based on Whoop’s allegedly noncompliant automatic-renewal practices. Sanderson alleged that Whoop sold memberships that automatically renewed without providing the disclosures required by California’s Automatic Renewal Law (ARL). He alleged that Whoop’s pre-purchase disclosures did not include required terms or present them clearly and conspicuously, and that Whoop also failed to provide adequate post-purchase acknowledgements.

Sanderson asserted claims under California’s False Advertising Law, the unlawful, unfair, and deceptive prongs of the Unfair Competition Law, and the Consumer Legal Remedies Act. He alleged that he purchased a Whoop membership in 2021 and that Whoop renewed it twice without his knowledge or consent. The proposed class consisted of people in California who purchased a Whoop membership through Whoop’s website, were enrolled in an automatically renewing membership, and were automatically renewed and charged for at least one renewal period during the applicable limitations period. The proposed “No Use Autorenewal” subclass consisted of class members who were automatically renewed and charged for at least one renewal term they did not use.

Class-Certification Standard

The court applied Federal Rule of Civil Procedure 23. Under Rule 23(a), Sanderson had to show numerosity, commonality, typicality, and adequacy. Under Rule 23(b)(3), he also had to show that common legal or factual questions predominated over individual questions and that a class action was superior to other methods of resolving the dispute. Rule 23(b)(2) allows certification when the opposing party acted on grounds generally applicable to the class and classwide injunctive or declaratory relief is appropriate.

At the certification stage, the court considered the merits only to the extent relevant to deciding whether Rule 23’s requirements were satisfied.

Rule 23(a) Requirements

The court found that the proposed class and subclass satisfied numerosity. It also found typicality because Sanderson’s claims and the class members’ claims all turned on whether Whoop made ARL-compliant disclosures and obtained affirmative consent. The court held that Sanderson’s inability to remember every detail of his purchase experience did not defeat typicality, particularly because Whoop’s records contained information about what he experienced.

The court found both Sanderson and Dovel & Luner, LLP adequate. Whoop did not challenge counsel’s adequacy, and the court found no conflict of interest. Although Whoop argued that Sanderson lacked sufficient knowledge about his purchase, the other class members, and his role, the court found that he understood the lawsuit and his responsibilities as class representative and was able and willing to prosecute the action vigorously.

Commonality and Predominance

The court found that common questions predominated for both the proposed class and subclass. The common questions included whether Whoop’s disclosures were clear and conspicuous, whether they were near the request for consent, whether they included the required automatic-renewal terms, whether users gave affirmative consent under an objective standard, whether the post-purchase acknowledgements were adequate, and whether class members suffered injury from the alleged charges.

The court rejected Whoop’s argument that differences in users’ devices, website versions, expectations, and experiences required individualized inquiries. It reasoned that ARL compliance focused on what Whoop presented as the publisher and could be evaluated using common evidence. The court also held that whether users affirmatively consented depended on objective conspicuousness rather than on each user’s subjective understanding.

The court further held that standing—whether class members had a legally sufficient injury connected to Whoop’s conduct and likely redressable by a favorable decision—could be shown with Whoop’s transaction records. The alleged wrongful renewal charges could establish economic injury for purposes of the certification analysis.

Regarding damages, Whoop challenged Sanderson’s proposed full-refund model and argued that individual issues such as membership use and the value of benefits received would prevent classwide measurement. The court rejected that argument. It held that the proposed model measured damages arising from the alleged ARL violations and that any possible offsets for membership use could be evaluated with Whoop’s common data rather than through separate mini-trials for each class member.

Superiority

The court found that a class action was superior to individual litigation. It noted that individual recoveries would be outweighed by the cost of pursuing separate cases, that there was no preexisting litigation involving class members, that concentrating the claims in the forum was desirable, and that Whoop had not shown likely management difficulties.

Rule 23(b)(2) Certification

The court denied certification under Rule 23(b)(2). It concluded that Sanderson’s primary requested relief was monetary—particularly refunds for automatically renewed memberships—and that Rule 23(b)(2) does not authorize certification when individualized monetary relief predominates over injunctive or declaratory relief.

Disposition

The court GRANTED the motion for Rule 23(b)(3) certification, CERTIFIED the proposed Rule 23(b)(3) class and subclass, APPOINTED Dovel & Luner, LLP as class counsel, and APPOINTED Donrick Sanderson as class representative. Judge Charles R. Breyer DENIED the motion for Rule 23(b)(2) certification.