Randall v. Change.org, Inc.

Background

Sean D. Randall sued Change.org, Inc., identified in the opinion’s text as Change.org PBC, for breach of contract. He alleged that Change.org misused the $3.00 he contributed after signing a petition titled “Justice for George Floyd.” The petition sought prosecution of the police officers who killed George Floyd. Randall brought the claim as a proposed class action on behalf of people who contributed to promote the petition.

The contribution process included a solicitation screen stating that contributing would allow Change.org to put the petition on billboards, use social media, email the petition to millions of people, and show it 38 additional times on Change.org. A confirmation screen stated that Randall’s $3.00 would advertise the petition 38 extra times on Change.org.

Change.org stopped soliciting new advertising contributions for the petition after the officers involved were charged with murder. The company nevertheless displayed the petition to 39 other users as a result of Randall’s contribution. It also spent money from the petition’s $7.7 million in contributions on digital billboards, Facebook, Instagram, and email promotion.

Motion and Legal Standard

Change.org moved to dismiss under Federal Rule of Civil Procedure 12(b)(6), which permits dismissal when a complaint does not state a legally sufficient claim. It alternatively asked the court to strike the proposed class allegations. The court granted the motion to dismiss and did not separately rule on the alternative request to strike the class allegations.

Under California law, a breach-of-contract claim requires a contract, the plaintiff’s performance or excuse for nonperformance, the defendant’s breach, and resulting damages. Change.org did not dispute that the first two elements were satisfied. The court therefore focused on whether Change.org breached the contract and whether Randall suffered damages from a breach.

Court’s Analysis

The court held that the written contract did not require Change.org to use Randall’s contribution only for billboards, social media, email, and website displays. It interpreted the word “allows” according to its ordinary meaning: giving permission or permitting an action. The court found that the language did not promise that Change.org would use the contribution exclusively for those four purposes.

The court also read the contribution screen as a whole. It concluded that the screen made clear that the contribution could be used to advertise the petition to other Change.org supporters. The court noted that Randall argued the contract was unambiguous and therefore did not ask the court to interpret an ambiguity. The court rejected his position that the word “allows,” by itself, plainly required Change.org to spend at least a significant portion of the funds on further advertising.

The court further noted that Change.org did what the contract required as the court interpreted it: it used funds from the petition for advertising on digital billboards, Facebook, Instagram, and email, and showed the petition to 39 people as a result of Randall’s contribution. The court therefore found no contractual breach and did not need to reach a damages analysis based on a breach.

Disposition

Judge Edward Chen granted Change.org’s Rule 12(b)(6) motion to dismiss because Randall failed to state a claim for breach of contract. The court granted the motion without leave to amend, ordered the clerk to enter judgment, and directed the clerk to close the file. The order disposed of Docket No. 28.