Sandra Quintanilla v. WW International, Inc.

Background

Sandra Quintanilla sued WW International, Inc., which operates Weight Watchers, individually and on behalf of a proposed class of subscribers. She alleged that she subscribed to WW's Workshop + Digital Membership and paid $44.95 per month. According to her complaint, she expected to receive weekly in-person workshops. When WW closed its physical workshop locations during the COVID-19 pandemic and shifted workshops online, it continued charging the same monthly fee, except that it gave Quintanilla two free months after she contacted customer service.

Quintanilla asserted claims under the California Consumer Legal Remedies Act, Unfair Competition Law, False Advertising Law, and Weight Loss Contracts Act. She also asserted claims for breach of contract, breach of the implied duty of good faith and fair dealing, unjust enrichment, and money had and received. She sought damages and injunctive relief for herself and the proposed class.

WW moved to dismiss under Federal Rule of Civil Procedure 12(b)(1), arguing that Quintanilla lacked standing, meaning the constitutional connection required to bring a claim in federal court. It also moved under Rule 12(b)(6), arguing that the complaint did not allege legally sufficient claims.

Standing

The court held that Quintanilla had standing to pursue her individual damages claims. Her allegation that she paid more for the membership than she otherwise would have paid, or bought it when she otherwise would not have done so, was enough to allege a concrete injury at the pleading stage. The court rejected WW's argument that the availability of online workshops eliminated standing, explaining that the disagreement over what WW promised and the value of in-person versus online workshops concerned the merits of the claims rather than constitutional standing.

The court reached a different conclusion about injunctive relief. Because Quintanilla knew about the alleged failure to provide in-person workshops and continued subscribing despite that knowledge, she could not show a likely future injury from being deceived in the same way. The court therefore dismissed her claims for injunctive relief under Rule 12(b)(1), for lack of subject-matter jurisdiction, both for herself and for the proposed class.

California Consumer-Protection Claims

The court dismissed the claims under the California Consumer Legal Remedies Act, Unfair Competition Law, and False Advertising Law. Although the court assumed for purposes of its analysis that Quintanilla had sometimes alleged in-person aspects of WW's services, it held that no reasonable consumer could have understood those statements to promise uninterrupted in-person services even during an unforeseen deadly pandemic and government-ordered closures.

The court also relied on WW's terms and conditions. Those terms stated that WW could, in its sole discretion and without prior notice or liability, discontinue or modify aspects of its offerings. They also allowed cancellation and a refund in specified circumstances, including a workshop closure. The court concluded that these provisions further undermined Quintanilla's claim that WW's conduct was unfair or deceptive.

The court noted that Quintanilla's complaint misquoted one WW website statement by adding the words “in-person.” It nevertheless declined to dismiss the consumer-protection claims solely for failing to identify the alleged misrepresentations with the detail required by Rule 9(b). Instead, it dismissed them because the alleged representations were not misleading under the reasonable-consumer standard.

Weight Loss Contracts Act

The court dismissed Quintanilla's Weight Loss Contracts Act claims. First, the terms and conditions contained the cancellation notice required by the statute. Second, Quintanilla's own allegations and the customer-service chat showed that WW offered her a 60-day credit, which she accepted, rather than refusing a cancellation request. The court also noted that the complaint did not allege that she sought cancellation within the statutory three-business-day period, although it did not rely on that point.

Third, the court held that Quintanilla had not plausibly alleged that WW's advertising was fraudulent, misleading, or willful. WW had provided in-person services until the pandemic prevented it from doing so, and Quintanilla's allegations of willfulness were conclusory.

Contract and Related Claims

The court dismissed the breach-of-contract claim under New York law. Quintanilla did not identify a term in the parties' agreement promising in-person workshops. The terms and conditions instead gave WW discretion to modify or discontinue aspects of its offerings without liability, subject to the agreement's refund provisions. The court held that Quintanilla's personal expectations about receiving in-person services did not alter the written agreement.

The court also dismissed the claim for breach of the implied duty of good faith and fair dealing. Quintanilla did not explain how WW's actions violated that duty or how WW's exercise of contractual discretion was arbitrary or irrational. The proposed implied duty also conflicted with the express provision allowing WW to modify or discontinue its offerings. Finally, the claim was duplicative because it arose from the same facts and sought the same damages as the breach-of-contract claim.

The court dismissed the unjust-enrichment and money-had-and-received claims because an enforceable contract governed the same subject matter. Those claims were based on the same allegation as the contract claims: WW charged membership fees after switching from in-person to online workshops without issuing refunds or reducing prices.

Disposition

Judge Paul A. Engelmayer granted WW's motion to dismiss on the failure-to-state-a-claim ground as to the damages claims and dismissed those claims with prejudice and without leave to amend. The court dismissed the injunctive-relief claims without prejudice for lack of subject-matter jurisdiction. It dismissed the third amended complaint in full and closed the case.