Cappalli v. BJ's Wholesale Club, Inc.
2012 U.S. Dist. LEXIS 160851
D.R.I.2012Background
- BJ’s sold 12‑month memberships; non‑members face 15% surcharge, members have a 15‑day grace period after expiration, and renewal policies evolved over time.
- Cappalli renewed several times (2006, 2007, 2008, 2009, 2010); some renewals occurred before expiration while others occurred after, with inconsistent expiration dates in P&C’s.
- The P&C’s, receipts, and renewal notices described varying renewal terms, including a one‑year term and changes to renewal policy timelines.
- BJ’s did not require written assent to P&C’s; the renewal policy terms were inconsistently described across documents and on the website’s FAQ, and renewal communications did not clearly bind Cappalli to a fixed term.
- Cappalli alleged breach of contract and, in the alternative, money had and received; BJ’s moved for summary judgment on several defenses; the court granted in part and denied in part.
- The court analyzed contract formation, ambiguity of renewal terms, damages, and defenses (voluntary payment, waiver, estoppel, and account stated) to decide which claims proceed to trial.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether renewal term is twelve months or shorter | Cappalli contends renewal terms were twelve months from purchase. | BJ’s argues renewal terms were not clearly twelve months due to policy changes. | Ambiguity exists; material fact for trial regarding renewal term. |
| Whether contract terms were ambiguous and formation mutual | Cappalli asserts mutual assent to twelve‑month renewal; inconsistent documents create ambiguity. | BJ’s contends terms may be implied by conduct and documents. | Ambiguity present; factual dispute prevents summary judgment on contract term. |
| Damages for breach of contract | Even with ambiguity, Cappalli seeks damages for not receiving expected 12‑month term. | If renewal was shorter, damages may be limited or precluded. | Questions of damages for potential shorter term are genuine and not summarily resolved. |
| Voluntary payment doctrine and mistake of fact | Cappalli argues no voluntary payment defense because she did not know exact renewal terms; mistake of fact may apply. | BJ’s claims the defense bars recovery; factual knowledge issue unresolved. | Genuine fact dispute regarding knowledge of renewal terms; defense not barred at summary judgment. |
| Equitable defenses (waiver, estoppel, account stated) | Equitable grounds may support recovery if renewal policy misled Cappalli. | Waiver or estoppel lacked clear reliance or knowledge; account stated misapplied. | Court grants summary judgment on equitable estoppel and account stated; waiver issues remain factual. |
Key Cases Cited
- Mills v. R.I. Hosp., 828 A.2d 526 (R.I. 2003) (contract interpretation and mutual assent principles)
- Haviland v. Simmons, 45 A.3d 1246 (R.I. 2012) (ambiguity question of contract terms; interpretation against drafter)
- Preble v. Higgins, 109 A.2d 707 (R.I. 1920) (receipts do not cure underlying contract; parol evidence concerns)
- Rotelli v. Catanzaro, 686 A.2d 91 (R.I. 1996) (incorporation of documents by reference; contract terms implied by conduct)
- Sturbridge Home Builders, Inc. v. Downing Seaport, Inc., 890 A.2d 58 (R.I. 2005) (equitable estoppel elements and reliance considerations)
- Mello v. Coy Real Estate Co., 103 R.I. 74, 234 A.2d 667 (R.I. 1967) (account stated concept and running balance doctrine)
- Spagnola v. Chubb Corp., 574 F.3d 64 (2d Cir. 2009) (voluntary payment and knowledge; need for fact inquiry)