Bagg v. Highbeam Research, Inc.
862 F. Supp. 2d 41
D. Mass.2012Background
- Consumers allege deceptive bait-and-switch for HighBeam free trials leading to auto-renewing subscriptions charged to credit cards without consent.
- Amended Complaint asserts Massachusetts and Illinois consumer-protection claims and unjust enrichment.
- Defendants move to dismiss arguing a clickwrap forum clause requires Illinois forum.
- Plaintiffs dispute assent to the Agreement and authenticity/text of the Agreement from 2006–2010.
- Clause in the Agreement on file requires disputes be brought in the Northern District of Illinois.
- Court denies the motion without prejudice, allowing limited discovery on three identified issues and a schedule for further dispositive briefing.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the Court may consider the Agreement on a Rule 12(b)(6) motion | Plaintiffs contend the Agreement is not attached and not clearly identical; cannot be used to dismiss. | Defendants contend the Agreement is linked to the Complaint and authentic, warranting dismissal. | Not decided; denial without prejudice to allow limited discovery. |
| Whether the forum selection clause applies to Plaintiffs’ claims | Plaintiffs claim the claims do not relate to the Agreement and thus fall outside the clause. | The clause covers “any and all actions relating to this Agreement,” broad enough to include tort/statutory claims. | Clause applies to relate-to claims, but factual disputes require discovery before ruling. |
| Whether unresolved factual disputes require discovery to determine clause applicability | Discovery is unnecessary; facts are clear. | Limited discovery needed to resolve assent, sequence, and scope issues. | Discovery authorized on three discrete issues; timelines set for further motions. |
| Whether the clause is limited to HighBeam or extends to related corporate entities | Exact corporate relationships are unclear; clause may be limited to HighBeam. | HighBeam merged into Gale; parents/affiliates may be covered; discovery permitted. | Fact issues identified; discovery authorized. |
Key Cases Cited
- Silva v. Encyclopedia Britannica Inc., 239 F.3d 385 (1st Cir. 2001) (forum clauses valid and enforceable unless unreasonable; broad interpretation of 'relating to')
- Beddall v. State St. Bank & Trust Co., 137 F.3d 12 (1st Cir. 1998) (where a contract document is expressly linked to the complaint, may be considered on motion to dismiss)
- Huffington v. T.C. Group, LLC, 637 F.3d 18 (1st Cir. 2011) ('relating to' is broad, in connection with; can encompass contractual relationships for noncontract claims)
- Somerville Auto Transp. Serv., Inc. v. Auto. Fin. Corp., 691 F.Supp.2d 267 (D. Mass. 2010) (claims arising from agreements may fall within forum-selection clauses)
- Doe v. Seacamp Ass’n, Inc., 276 F.Supp.2d 222 (D. Mass. 2003) (enforces forum-selection clauses when related to contract)
- Calanca v. D & S Mfg. Co., 157 Ill. App.3d 85, 510 N.E.2d 21 (Ill. App. 1987) (state-law approach to forum-selection clauses; used to analyze enforceability)