Cappalli v. BJ's Wholesale Club, Inc.
Filing
21
OPINION AND ORDER denying 11 Motion to Dismiss. So Ordered by Judge William E. Smith on 6/29/11. (Jackson, Ryan)
UNITED STATES DISTRICT COURT
DISTRICT OF RHODE ISLAND
___________________________________
)
IRENE CAPPALLI, individually and
)
on behalf of all others similarly )
situated,
)
Plaintiff,
)
)
v.
)
C.A. No. 10-407 S
)
BJ’S WHOLESALE CLUB, INC.,
)
Defendant.
)
___________________________________)
OPINION AND ORDER
WILLIAM E. SMITH, United States District Judge.
Plaintiff Irene Cappalli filed this putative class action
against Defendant BJ’s Wholesale Club (“BJ’s”), alleging breach
of contract and, in the alternative, an equitable claim of money
had and received.
The Complaint challenges BJ’s practice of
causing its 12-month membership renewals to expire less than 12
months from the date of purchase.
Defendant moves to dismiss
the action for failure to state a claim upon which relief may be
granted, pursuant to Rule 12(b)(6) of the Federal Rules of Civil
Procedure.
For the reasons set forth below, Defendant’s motion
to dismiss is DENIED.
I.
Background
The
provide
Complaint
12-month
alleges
that
memberships
to
BJ’s
contractually
Cappalli
and
putative class in exchange for a membership fee.
agreed
others
in
to
the
(Compl. ¶ 24.)
Cappalli
and
other
class
members
paid
the
membership
fee,
according to the Complaint, but BJ’s did not provide them with a
full 12-month membership.
illustrates
BJ’s
breach
(Id.)
by
Specifically, the Complaint
describing
the
facts
surrounding
Cappalli’s membership renewal on two separate occasions.
instance,
Cappalli’s
membership
expired
in
January
In one
2007,
and
when she renewed it on February 15, 2007, BJ’s set an expiration
date of January 2008.
(Id. ¶¶ 11, 12.)
In another, Cappalli’s
membership expired on January 31, 2009, and when she renewed it
on February 12, 2009, BJ’s set an expiration date of January
2010, once again allegedly failing to provide Cappalli with a
full 12-month membership.
(Id. ¶ 12.)
Cappalli alleges that
BJ’s failure to live up to its end of the bargain constitutes a
breach of contract and that she incurred damages as a result.
(Id. ¶¶ 25, 26.)
II.
Discussion
Rule 8 of the Federal Rules of Civil Procedure requires a
complaint to allege “a short and plain statement of the claim”
demonstrating the plaintiff’s entitlement to relief.
Decotiis
v. Whittemore, 635 F.3d 22, 29 (1st Cir. 2011) (quoting Fed. R.
Civ. P. 8(a)(2)).
To survive a motion to dismiss, the facts
alleged in a complaint must “raise a right to relief above the
speculative level” such that it is plausible that relief may be
2
granted.
Citibank Global Mkts., Inc. v. Rodriguez Santana, 573
F.3d 17, 23 (1st Cir. 2009).
In ruling on a Rule 12(b)(6) motion, a court accepts all
well-pleaded facts on the face of the complaint as true and
draws
all
party.
In
reasonable
inferences
in
favor
of
the
non-moving
McCloskey v. Mueller, 446 F.3d 262, 266 (1st Cir. 2006).
addition
to
the
complaint,
“[w]hen . . . a
complaint’s
factual allegations are expressly linked to -- and admittedly
dependent upon -- a document (the authenticity of which is not
challenged),
that
document
effectively
merges
into
the
pleadings” and the court may therefore consider it in ruling on
a
motion
to
dismiss.
Trans-Spec
Truck
Serv.,
Inc.
v.
Caterpillar Inc., 524 F.3d 315, 321 (1st Cir. 2008) (quoting
Beddall v. State St. Bank & Trust Co., 137 F.3d 12, 16-17 (1st
Cir. 1998)).
A.
Breach of Contract Claim
BJ’s contends that the breach of contract claim must be
dismissed because the Complaint refers repeatedly to Cappalli’s
12-month membership, but fails to more specifically identify the
underlying contract, the terms of the contract, or the date of
the contract.
This
Court
recently
addressed
the
relaxed
pleading
requirements of Rule 8 in W. Reserve Life Assur. Co. of Ohio v.
Conreal LLC, recognizing that “in pleading the existence of an
3
express written contract, the plaintiff, at her election, may
set it forth verbatim in the complaint, attach a copy as an
exhibit, or plead it according to its legal effect.”
715 F.
Supp. 2d 270, 288 (D.R.I. 2010) (quoting 5 Charles Alan Wright
and Arthur R. Miller, Federal Practice & Procedure § 1235 (3d
ed. 2010)).
Here, Plaintiff adequately pleaded the legal effect of the
alleged contract.
the
parties
agreed
(see
to
The Complaint alleges the agreement between
Compl.
extend
¶
24
(“BJ’s
12-month
Wholesale
membership
contractually
periods
to
Plaintiff . . . .”)); alleges that a breach occurred (see id.
¶ 25 (“By failing to provide Plaintiff and the members of the
Class with a full 12-month membership period after collecting
membership
fees
from
them,
BJ’s
Wholesale
breached
its
contract[] with Plaintiff . . . .”)); and alleges damage to
Plaintiff resulting from the breach (see id. ¶ 26 (“As a result
. . . Plaintiff [has] been damaged.”)).
Even under the cases
cited by Defendant, Plaintiff has clearly satisfied the Rule 8
pleading standard.
A.2d
28,
33
(R.I.
See, e.g., Gorman v. St. Raphael Acad., 853
2004)
(noting
that
“findings
of
offer,
acceptance, consideration and breach” are necessary to establish
a breach of contract); Trombley v. Bank of America Corp., 675 F.
Supp. 2d 266, 269 (D.R.I. 2009) (holding that, under Delaware
law, a plaintiff must plead the following to establish a breach
4
of contract claim: “the existence of the contract,” breach of
the contract, and damage to the plaintiff).
Simply put, it is
sufficient to plead the “legal effect” of the contract, and
Plaintiff did as much in her Complaint.
See Wright & Miller,
Federal Practice & Procedure § 1235.
In addition to attacking the specificity of the pleading,
BJ’s argues that the Complaint does not adequately allege a
breach of contract cause of action because the parties agreed
upon the terms of BJ’s renewal policy, as it is set forth in
BJ’s Membership Privileges and Conditions.
In support of this
argument, BJ’s attaches to its motion what it purports to be the
Membership Privileges and Conditions effective in January 2007
and 2009 (collectively, the P&Cs).1
(See Ex. C to Aff. of Carol
E. Head, ECF No. 13-3; Ex. D to Aff. of Carol E. Head, ECF No.
13-4.)
This argument falls flat.
There is no evidence before the
Court that the P&Cs represent the contracts between the parties.
The Complaint does not expressly refer to a written contract
1
In its motion to dismiss, BJ’s notes in passing that the
voluntary payment doctrine precludes Cappalli from recovering
because she repeatedly renewed her membership despite BJ’s
membership renewal policy.
Pressing such a defense is
premature.
The voluntary payment doctrine “bars recovery of
payments voluntarily made ‘with full knowledge of the facts.’”
Solomon v. Bell At. Corp., 9 A.D.3d 49, 55 (N.Y. App. Div.
2004).
The Complaint does not allege that Cappalli was fully
aware of BJ’s policy when she subsequently renewed her
membership, and therefore, this defense does not bar Cappalli’s
claim on a motion to dismiss.
5
between the parties and the P&Cs, on their face, do not indicate
that BJ’s and Cappalli agreed to be bound by their terms, or
even that BJ’s provided notice to Cappalli of their terms.2
If
for example, Cappalli had signed the P&Cs, then the result might
be different, but because the Complaint does not suggest that
the P&Cs governed the contractual relationship between Cappalli
and BJ’s, and because the P&Cs do not conclusively show as much,
the Court may not consider them in deciding this motion.
See
Trans-Spec Truck, 524 F.3d at 321 (noting that on decision of a
12(b)(6) motion, a court may consider a document beyond the
Complaint when its factual allegations are “expressly linked to”
and “dependent upon” the document).3
Similarly,
although
the
parties
discuss
at
length
the
effect of a renewal notice sent to Cappalli around January or
February of 2007, asking Cappalli to renew her BJ’s membership
2
The affidavit attaching the P&Cs to the motion to dismiss
avers that they are “true and correct” copies, but not that
Cappalli was notified of or signed the documents. (See Aff. of
Carol E. Head, ECF No. 13, ¶¶ 4, 5.)
Indeed, the Complaint
alleges that BJ’s did not notify customers or obtain their
consent with respect to the policy at issue. (Compl. ¶ 14.)
3
Further buttressing the Court’s conclusion here, during
hearing on this motion, the parties indicated that it is likely
that Cappalli never signed a written contract, but more likely
that she orally agreed to be a BJ’s member in the store. While
the Court is confined to the Complaint, and therefore does not
take these representations as true for purposes of this motion,
they suggest that discovery is necessary to determine whether
the P&Cs, other written documents, or oral contracts made at the
store controls the contractual relationship between the parties.
6
“for a year” in exchange for a fee of $45.00, the Complaint does
not suggest that the renewal notice formed the basis of any
contract between BJ’s and Cappalli.
While the renewal notice is
arguably an offer to renew, neither the Complaint nor the notice
itself indicates that Cappalli accepted this offer.
Therefore,
the renewal notice is of no moment to the sufficiency of the
allegations set forth in the Complaint.
B.
Equitable Claim for Money Had and Received
BJ’s also argues that the Complaint fails to state a claim
for money had and received because money had and received is an
equitable cause of action available only to a plaintiff who
lacks an adequate remedy at law.
In support of this argument,
Defendant relies on Okmyansky v. Herbalife Int’l of Am., Inc.,
in which the First Circuit, applying Massachusetts law in the
context of a motion for summary judgment, stated that where the
plaintiff conceded the existence of an express contract, the
contract barred the application of equitable doctrines.
415
F.3d 154, 162 (1st Cir. 2005).
Defendant’s argument fails for two reasons.
the
Complaint
neither
alleges
an
express
First, because
contract,
nor
incorporates by reference the terms of an express contract, the
Court cannot conclude that such an express contract controls the
relationship between Cappalli and BJ’s.
express
contract
did
exist
between
7
Second, even if an
the
parties,
it
is
permissible under Rhode Island law to plead an equitable cause
of action in the alternative where an express contract exists.
See Hasbro, Inc. v. Mikohn Gaming Corp., No. Civ. A. 05-106 S,
2006 WL 2035501, at *8 (D.R.I. July 18, 2006) (recognizing that
the
“Rhode
Island
Supreme
Court
has
approved
of
parties
proceeding to trial with alternate claims for breach of contract
and unjust enrichment” (citing Richmond Square Capital Corp. v.
Ins. House, 744 A.2d 401, 402 (R.I. 1999) and K & K Constr.,
Inc. v. City of Warwick, 693 A.2d 1038, 1039 (R.I. 1997))).
Therefore, Plaintiff may plead money had and received in the
alternative to her breach of contract claim.
Defendant’s argument attacking the specificity with which
Cappalli
pleaded
her
similarly baseless.
claim
for
money
had
and
received
is
An action for money had and received “is
maintainable whenever one person has money which in equity and
good conscience belongs to another.”
Corp.,
117
received
from
R.I.
count
Plaintiff
558,
alleges
and
the
564
that
(R.I.
Fuscellaro v. Indus. Nat’l
1977).
“[b]y
members
The
collecting
of
the
Class
money-had-andmembership
and
fees
failing
to
provide them with full 12-month membership periods in exchange,
BJ’s Wholesale is retaining money that in justice it should not
retain and that in equity and good conscience it should pay to
Plaintiff . . . .”
Complaint,
in
(Compl. ¶ 28.)
particular
those
8
The facts alleged in the
facts
alleging
that
BJ’s
collected membership fees for 12-month memberships, but then did
not
provide
its
members
with
12
months
worth
of
benefits,
adequately lay the foundation for a claim to relief.
III. Conclusion
For
the
reasons
set
forth
dismiss is DENIED.
IT IS SO ORDERED.
/s/ William E. Smith
William E. Smith
United States District Judge
Date: June 29, 2011
9
above,
Defendant’s
motion
to
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