Donrick Sanderson v. Whoop, Inc.

• Court: District Court, N.D. California
• Decided: July 2, 2026
• Docket: 3:23-cv-05477
• Status: Unknown

Opinion

1 2 3 4 UNITED STATES DISTRICT COURT 5 NORTHERN DISTRICT OF CALIFORNIA 6 7 DONRICK SANDERSON, Case No. 23-cv-05477-CRB

8 Plaintiff, ORDER GRANTING IN PART AND 9 v. DENYING IN PART CROSS- MOTIONS FOR SUMMARY 10 WHOOP, INC., JUDGMENT

11 Defendant. Docket Nos. 97, 99 12 I. INTRODUCTION 13 This is a certified class action arising from alleged violations of California state 14 consumer protection laws. Plaintiff Donrick Sanderson alleges that Whoop, Inc. 15 (“Whoop”) violated California’s Automatic Renewal Law (“ARL”) and, through said 16 violations, deceived consumers and illegally charged them for continually-renewing 17 memberships. 18 Plaintiff and Defendant filed cross-motions for summary judgment. The Court 19 DENIES Plaintiff’s motion and GRANTS IN PART AND DENIES IN PART 20 Defendant’s motion. Specifically, the Court DISMISSES WITHOUT PREJUDICE to 21 refiling in state court Plaintiff’s UCL and FAL claims in their entirety, and Plaintiff’s 22 CLRA claim to the extent it seeks equitable restitution and injunctive relief, for lack of 23 equitable jurisdiction. The Court DENIES summary judgment as to both parties on the 24 remaining CLRA damages claim, which may proceed to trial. 25 II. BACKGROUND 26 A. Factual Background 27 Plaintiff alleges that Whoop sold him an auto-renewing membership without 1 properly disclosing the terms of the auto-renewal deal both before and after purchase. See 2 Second Amended Complaint (“SAC”) (Dkt. 42). California’s ARL prohibits companies 3 from enrolling consumers in auto-renewing memberships without making “clear and 4 conspicuous” disclosures of specific “automatic renewal offer terms” “in visual proximity . 5 . . to the request for consent to the offer.” Cal. Bus. & Prof. Code §§ 17601(a)(2), 6 17602(a)(1). 7 Whoop sells wearable fitness trackers and a subscription-based membership that 8 allows users to access associated tracking software. SAC ¶ 3. Regardless of whether users 9 initially sign up for an “Annual Membership,” a “24 Month Membership,” or a “1 Month 10 Free Trial,” Whoop automatically enrolls users in a new Annual Membership billed on an 11 auto-renewing basis at the end of the user’s initial membership period. See id. ¶¶ 27–28. 12 Plaintiff alleges that Whoop’s pre-purchase disclosures violated the ARL because they did 13 not include required terms and were not presented in a “clear and conspicuous” way. Id. ¶ 14 29. Plaintiff also alleges that Whoop violated the ARL by failing to give adequate post- 15 purchase acknowledgements, also required by California’s ARL. Id. ¶ 57. 16 Plaintiff Sanderson alleges that he purchased a Whoop membership in April 2021 17 and that Whoop automatically renewed that membership twice, without his knowledge or 18 consent.1 Id. ¶¶ 63–71. Sanderson continued uploading data from his Whoop device until 19 April 23, 2023 — roughly a year after the first automatic renewal. Whoop Ex. 15. On 20 July 21, 2023, Sanderson contacted Whoop’s membership services team, stating that his 21 “biggest concern that caused [him] to cancel” was that his Whoop devices no longer held 22 sufficient charge and were no longer usable. Whoop Ex. 21. During that conversation 23 with a membership services team member, Sanderson never raised any issue regarding 24 auto-renewal itself. See id. Sanderson finally canceled his membership on June 6, 2024, 25 avoiding a third automatic renewal. See McGahee Expert Report at 10 n.32 (“I understand 26 that although Sanderson scheduled the cancellation of his Whoop membership on June 6, 27 1 2024, he was still able to use all features associated with his membership until June 22, 2 2024, one year after his second autorenewal payment.”). 3 Plaintiff alleges that he “faces an imminent threat of future harm. He likes the 4 Whoop service and would buy a (limited term, non-renewing) subscription again” if he 5 were certain that Whoop would not auto-renew his membership again. SAC ¶ 72. 6 Without an injunction, however, Sanderson alleges that he cannot trust Whoop to comply 7 with the ARL. Id. Sanderson testified at his deposition that he would not have purchased 8 a membership, had the auto-renewal policy been “clearly . . . visible, articulated, defined,” 9 and that he did not learn that the membership had been auto-renewed until after the second 10 renewal had already occurred. Sanderson Dep. at 134:4–13, 192:4–15. 11 B. Procedural History 12 The operative SAC asserts three causes of action arising from the same alleged 13 ARL noncompliance: violation of the False Advertising Law (“FAL”) (Cause of Action 1), 14 violation of the Unfair Competition Law (“UCL”) (Cause of Action 2), and violation of the 15 Consumers Legal Remedies Act (“CLRA”) (Cause of Action 3). SAC ¶¶ 80–118. 16 Critically for the summary judgment motions, the FAL and UCL claims seek restitution 17 and injunctive relief, and the CLRA claim seeks damages and, as originally pled, equitable 18 relief as well.2 The ARL itself affords no private right of action, so each cause of action 19 proceeds as a vehicle for ARL-based liability. 20 In early-2025, the Court certified a class of “[a]ll persons in California who 21 purchased a Whoop Membership through the Whoop website, were enrolled in [Whoop’s] 22 automatically renewing Whoop Membership subscription, and were automatically renewed 23 and charged for at least one renewal term after their initial membership or commitment 24 period ended, during the applicable statute of limitations.” Order Certifying Class (Dkt. 25 63) at 2–3, 33. The Court also certified a subclass of “[a]ll members of the Class who 26 2 As discussed in further detail below, Plaintiff now stipulates that he “does not oppose dismissal 27 of his claims for equitable relief . . . under the CLRA (as to equitable restitution only), and his 1 were automatically renewed and charged for at least one renewal term that they did not 2 use.” Id. at 3, 33. The Court denied certification of an injunctive-relief class under 3 Federal Rule of Civil Procedure 23(b)(2), finding that “Plaintiff’s primary form of 4 requested relief is monetary.” Id. at 32–33. 5 C. Whoop Disclosures and Plaintiff’s Membership History 6 Whoop’s membership checkout flow has used substantially the same structure since 7 2019: a consumer selects a membership option, enters payment information, and clicks a 8 “Place Order” button. The ARL disclaimer only appears beneath the “Place Order” 9 button, and states:

10 By placing an order, you agree to the WHOOP Terms of Use and Privacy Policy. You authorize WHOOP to charge your 11 credit card annually each time your membership automatically renews. Your membership begins once you connect the 12 Whoop 4.0 or 1-month from the shipment date. You may cancel at any time. 13 Sanderson Ex. 4; see also Sanderson Ex. 6 (summarizing checkout page disclaimers from 14 2019 through 2024); Sanderson Ex. 7 (same). 15 With respect to how the disclaimer appears, the text is displayed as a three-line text 16 block, in gray font on a white background. Sanderson Ex. 4. The words “Terms of Use” 17 and “Privacy Policy” appear in blue hyperlink format, but the rest of the block is in gray. 18 Id. This overall layout has remained materially consistent between 2019 and 2024. See 19 Giacalone deposition at 94:23–25, 95:14–96:2, 394:18–20 (general layout of checkout 20 page and appearance of auto-renewal disclaimer has stayed materially the same from 2019 21 through 2024). 22 Under California law, auto-renewal disclosures must be “clear and conspicuous.” 23 Bus. & Prof. Code § 17602(a)(1). The ARL defines “clear and conspicuous” as “in larger 24 type than the surrounding text, or in contrasting type, font, or color to the surrounding text 25 of the same size, or set off from the surrounding text of the same size by symbols or other 26 marks, in a manner that clearly calls attention to the language.” Id. § 17601(a)(3). 27 Plaintiff contends that the disclosure satisfies none of these requirements. As to font size, 1 Nate Giacalone, Whoop’s 30(b)(6) designee, admitted that the auto-renewal disclaimer is 2 the smallest text on the page, with the possible exception of a bolded and underlined “Have 3 a promo code?” prompt that appears on the opposite side of the page. Giacalone Dep. at 4 103:20–105:7; see also Sanderson Ex. 4. As to the second requirement of contrasting type, 5 font, or color to surrounding text of the same size, there is no surrounding text of the same 6 size. Id. In any event, the disclaimer was not bolded, underlined, or otherwise emphasized 7 relative to the other text on the page. Id. Finally, with respect to the third requirement of 8 being set off by symbols or marks, Whoop’s 30(b)(6) designee also testified that, during 9 the relevant period, there were “never boxes nor symbols around” the disclaimer. 10 Giacalone Dep. at 106:12–17. Whoop disputes these characterizations of the disclaimer, 11 arguing that the gray-on-white disclaimer is “arguably more prominent by being in gray on 12 a white background with the eye-catching blue links.” Whoop Opp. to MSJ (Dkt. 111-1) 13 at 14 (emphasis in original). 14 Beyond the visual presentation, the substance of the auto-renewal disclosure is also 15 contested. Sanderson identifies numerous categories of required information that the 16 checkout page text either omitted or affirmatively misstated. 17 First, the auto-renewal disclaimer does not state that the subscription “will continue 18 until the consumer cancels,” as § 17601(a)(2)(A) requires. Sanderson MSJ (Dkt. 98-2) at 19 3; see also Sanderson Ex. 4. Instead, the disclosure states that Whoop will charge the user 20 “each time your membership automatically renews,” without specifying how many times 21 that will occur or that the obligation may be indefinite. See Sanderson Ex. 4; see also 22 Sanderson Ex. 7 (showing continuity of disclosure text between 2019 and 2024). 23 Second, the disclaimer states “You may cancel at any time,” which Sanderson 24 argues is a false representation. Sanderson MSJ at 10. Under Whoop’s own policies, a 25 member who cancels mid-term is not actually released from their current billing period, 26 and the subscription continues through the end of their membership term with no prorated 27 refund. Giacalone Dep. at 117:8–24, 171:16–19, 426:19–427:8, 428:24–429:2, 429:18–20. 1 disclaimer does not announce any such deadline. Id. at 171:13–19. 2 Third, the disclaimer does not identify the recurring charge amount or disclose that 3 the amount may change between billing cycles. Sanderson MSJ at 10–11; Sanderson Ex. 4 4. Instead, the disclosure says that Whoop will charge the card “annually each time your 5 membership automatically renews.” Sanderson Ex. 4. The disclosure does not specify a 6 dollar figure or warn that the amount charged upon renewal may differ from the amount 7 paid when the user first signed up for Whoop’s service. See id.; Giacalone Dep. at 109:7– 8 15 (admitting that disclaimer does not state how much the user will be charged for renewal 9 or that the price of renewal may change over time), 406:8–17 (indicating that membership 10 prices changed and that Whoop knew that “subscription fees” may change over time). 11 Section 17601(a)(2)(C) requires disclosure of the recurring charge amount and, if the 12 amount may change over time, a statement to that effect. Bus. & Prof. Code § 13 17601(a)(2)(C). 14 Fourth, Sanderson argues that the disclosure does not adequately state the length of 15 the renewal term. Sanderson MSJ at 9, 14; see Sanderson Exs. 4, 8 (membership 16 acknowledgement email). The ARL requires disclosure of the “length of the automatic 17 renewal term or that the service is continuous, unless the length of the term is chosen by 18 the consumer.” Bus. & Prof. Code § 17601(a)(2)(D). 19 Finally, Sanderson points out that — although the full automatic renewal terms 20 appear in Whoop’s Terms of Use, accessible through a clearly marked hyperlink 21 embedded in the disclaimer — the ARL requires the auto-renewal terms to themselves 22 appear “in visual proximity . . . to the request for consent to the offer.” Bus. & Prof. Code 23 § 17602(a)(1); Sanderson MSJ at 9. Sanderson contends that a link to the ARL terms is 24 not sufficient, and that the auto-renewal terms must be on the same page as the checkout- 25 page disclosure and “visually close” on that page. Id. (citing Turnier v. Bed Bath & 26 Beyond Inc., 517 F. Supp. 3d 1132, 1140 (S.D. Cal. 2021) (“But the terms themselves — 27 not the access point to them — need to be in visual proximity to the request.”). 1 purchase “acknowledgement” containing the auto-renewal terms, the cancellation policy, 2 and cancellation instructions “in a manner that is capable of being retained by the 3 consumer.” Bus. & Prof. Code § 17602(a)(3). Before early-2021, Whoop’s order 4 confirmation emails contained no ARL disclosure at all. Giacalone Dep. at 161:22–162:2, 5 174:4–14. At some point thereafter, Whoop added an auto-renewal disclosure at the 6 bottom of the order confirmation email stating: “Your membership begins once you 7 connect your strap, or 30 days after shipment. Your membership will renew automatically. 8 You may cancel at app.whoop.com.” Sanderson Ex. 8. Sanderson argues that this 9 disclosure is deficient because it is visually buried at the bottom of the email, it appears in 10 the same size and font as the surrounding text and is not offset or emphasized, and it 11 repeats the same substantive omissions as the checkout page disclaimer (i.e., no disclosure 12 about renewal cost, no information about renewal term length, and lack of prorated refund 13 for mid-subscription cancellations). Sanderson MSJ at 14–15; Giacalone Dep. at 163:8– 14 19. Sanderson also points out that the disclosure within the acknowledgement email does 15 not actually direct customers on how to cancel their subscriptions and avoid auto-renewal. 16 Instead, the subscriber is directed to a generic login page, and then to the user’s 17 “dashboard.” Giacalone Dep. at 172:16–20. From the dashboard, the user must click a 18 link to “see your membership” and from there may click onto a “membership page” and 19 finally cancel their membership from there. Id. at 172:21–25. 20 Separately, Sanderson also argues that the thirty-day renewal reminder emails that 21 Whoop sent before each annual renewal do not satisfy the ARL requirements for many of 22 the same reasons as the checkout page disclosure and email acknowledgements preceding 23 and immediately following purchase. Sanderson MSJ at 16. For context, Whoop sends 24 renewal reminder emails to members on annual subscription plans, but not those on 25 monthly plans. Giacalone Dep. at 420:8–20. Members who are charged by month do not 26 receive advance renewal notice at all, and their post-purchase communication is solely the 27 order confirmation acknowledgement and any number of marketing emails that Whoop 1 reminder before each renewal charge is processed. A reminder email that was sent around 2 the time of one of Sanderson’s automatic renewals bears the subject line “Donrick, your 3 membership is about to renew.” See Sanderson Ex. 10; Giacalone Dep. at 423:17–424:4; 4 Whoop Ex. 17. The email is formatted generally as a marketing message, dominated by a 5 large promotional image with the headline “Renew Today” and “New, Lower Prices,” with 6 a prominent red “Renew My Membership” button. Sanderson Ex. 10. The auto-renewal 7 language appears throughout the email, instead of in one unified text box. First, below the 8 heading, the text reads “Your membership is coming to an end and will automatically 9 renew in 30 days” and, toward the bottom of the email in smaller font, the text states “You 10 may cancel at any time. To manage your membership, log in to your account,” with “log 11 in” appearing as a hyperlink. Id. The body of the email states that the renewal price is 12 $239.00/year + tax” and includes a brief promotional message about a price decrease. Id. 13 Sanderson challenges these reminder emails on several grounds, including that the 14 emails omit several categories of information that the ARL requires. The reminder emails 15 notify members of the upcoming renewal but do not disclose the indefinite nature of the 16 auto-renewal obligation — specifically, that the subscription will continue renewing until 17 the consumer cancels. Sanderson MSJ at 16. The emails also state that the user “may 18 cancel at any time,” without disclosing that cancellation mid-term does not afford the user 19 a prorated refund, and that the user must provide notice before the renewal date to avoid a 20 further charge. Id.; Giacalone Dep. at 117:8–24, 171:13–19, 426:19–427:8. Sanderson 21 also argues that the cancellation instruction is inadequate for the same reasons that the 22 parallel instruction in the order confirmation email is inadequate. The instruction directs 23 members only to a login page, but several additional steps are required before users can 24 access a cancellation option. Whoop responds that the combination of checkout 25 disclosures, order confirmations, and renewal reminders in conjunction with each other 26 “fulfill the [ARL’s] central purpose,” and that summary judgment against it is precluded at 27 minimum by disputes of fact about the adequacy and good-faith nature of the overall 1 2017 WL 6942661, at *3 (C.D. Cal. Dec. 6, 2017)). 2 D. Governing Legal Framework 3 1. Automatic Renewal Law 4 California’s ARL, Cal. Bus. & Prof. Code §§ 17600–17606, requires a business that 5 offers an automatically renewing subscription to (1) present the automatic renewal offer 6 terms — specifically that the subscription continues until canceled, the cancellation policy, 7 the recurring charge, and the length of the renewal term — in a “clear and conspicuous 8 manner” and “in visual proximity . . . to the request for consent to the offer; (2) obtain the 9 consumer’s “affirmative consent” to those terms before charging the consumer for 10 automatic renewal; and send an acknowledgement containing the same offer terms, the 11 cancellation policy, and cancellation instructions. Cal. Bus. & Prof. Code §§ 17601– 12 17602. “Clear and conspicuous” means “in larger type than the surrounding text, or in 13 contrasting type, font, or color to the surrounding text of the same size, or set off from the 14 surrounding text of the same size by symbols or other marks, in a manner that clearly calls 15 attention to the language.” Id. § 17601(a)(3). A business that “complies with the 16 provisions of this article in good faith” is not subject to civil remedies for certain 17 violations. Id. § 17604(b). 18 The ARL does not itself create a private right of action, and a plaintiff must instead 19 proceed under another statute that does. Johnson v. Pluralsight, LLC, 728 F. App’x 674, 20 676 (9th Cir. 2018) (mem.). Sanderson thus proceeds under the FAL, UCL, and CLRA, 21 each treating Whoop’s alleged ARL noncompliance as the predicate wrong. 22 2. Unfair Competition Law 23 The UCL, Cal. Bus. & Prof. Code § 17200, prohibits “any unlawful . . . business act 24 or practice.” “The UCL provides only for equitable remedies.” Guzman v. Polaris Indus. 25 Inc., 49 F.4th 1308, 1313 (9th Cir. 2022) (internal quotation marks and brackets omitted) 26 (quoting Hodge v. Super. Ct., 145 Cal. App. 4th 278, 284 (Cal. Ct. App. 2006)). 27 3. False Advertising Law 1 statements made with the intent to dispose of goods or services, where the speaker knew or 2 reasonably should have known the statement was misleading, and is governed by a 3 reasonable consumer standard. Standing again runs only to the class representative. Cal. 4 Bus. & Prof. Code § 17535. The FAL, like the UCL, allows only for equitable relief. 5 4. Consumers Legal Remedies Act 6 The CLRA, Cal. Civ. Code § 1750, et seq., prohibits specified “unfair methods of 7 competition and unfair or deceptive acts or practices” in consumer transactions. Cal. Civ. 8 Code § 1770(a). Sanderson’s CLRA claim “is based on the theory that Whoop misled 9 consumers by misrepresenting the nature of goods or services.” Sanderson Opp. to MSJ 10 (Dkt. 108-2) at 6. Specifically, Sanderson proceeds under two subdivisions: § 1770(a)(5), 11 which prohibits representing that goods or services have characteristics that they do not 12 have, and § 1770(a)(9), which prohibits advertising goods or services with intent not to sell 13 them as advertised. Both subdivisions reach ARL-related misrepresentations and 14 omissions. See Zeller v. Optavia LLC, 2024 WL 1207461, at *5 (S.D. Cal. Mar. 14, 2024) 15 (collecting ARL cases applying both subdivisions). 16 To prevail on Plaintiff’s CLRA claim, he must establish: (1) a misrepresentation or 17 actionable omission within the scope of § 1770(a); (2) that the misrepresentation or 18 omission was material, in the sense that a reasonable consumer would have considered it 19 important in making purchasing decisions; (3) actual reliance, or that the misrepresentation 20 was an immediate cause of the injury; and (4) resulting damage. Cal. Civ. Code § 1780(a); 21 see Valentine v. Crocs, Inc., 783 F. Supp. 3d 1204, 1215 (N.D. Cal. 2025); Zeller, 2024 22 WL 1207461, at *5; In re Vioxx Class Cases, 180 Cal. App. 4th 116, 129 (Cal. Ct. App. 23 2009). In the class certification context, the Ninth Circuit has held that proof of a material 24 misrepresentation made to the class as a whole can give rise to an inference of class-wide 25 reliance. Noohi v. Johnson & Johnson Consumer Inc., 146 F.4th 854, 868 (9th Cir. 2025) 26 (“If the trial court finds that material misrepresentations have been made to the entire class, 27 an inference of reliance arises as to the class.”). Noohi and related cases do not disturb the 1 Valentine, 783 F. Supp. 3d at 1215–16. 2 A CLRA claim may rest on a failure to disclose rather than an affirmative 3 misrepresentation, but only where the defendant had an obligation to disclose the omitted 4 fact. Gray v. Dignity Health, 70 Cal. App. 5th 225, 243 (Cal. Ct. App. 2021). That 5 obligation arises, among other circumstances, where the defendant violated a statutorily- 6 imposed duty to disclose. See Zeller, 2024 WL 1207461, at *6–7. 7 Most importantly for this action, the CLRA authorizes actual damages, as well as 8 equitable restitution. Cal. Civ. Code §§ 1780(a)(1), (a)(3). The availability of the legal 9 remedy, and how it relates to the UCL and FAL claims for equitable restitution, is the 10 subject of the equitable jurisdiction analysis below. 11 III. LEGAL STANDARD 12 Summary judgment is proper where the pleadings, discovery and affidavits show 13 that there is “no genuine dispute as to any material fact and the [moving party] is entitled 14 to judgment as a matter of law.” Fed. R. Civ. P. 56(a). Material facts are those which may 15 affect the outcome of the case. Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248 16 (1986). A dispute as to a material fact is genuine if there is sufficient evidence for a 17 reasonable jury to return a verdict for the nonmoving party. Id. 18 The moving party for summary judgment bears the initial burden of identifying 19 those portions of the pleadings, discovery and affidavits which demonstrate the absence of 20 a genuine issue of material fact. Celotex Corp. v. Catrett, 477 U.S. 317, 323 (1986). 21 Where the moving party will have the burden of proof on an issue at trial, it must 22 affirmatively demonstrate that no reasonable trier of fact could find other than for the 23 moving party. But on an issue for which the opposing party will have the burden of proof 24 at trial, [as is the case here,] the moving party need only point out “that there is an absence 25 of evidence to support the nonmoving party's case.” Id. 26 Once the moving party meets its initial burden, the nonmoving party must go 27 beyond the pleadings to demonstrate the existence of a genuine dispute of material fact by 1 not establish the absence or presence of a genuine dispute.” Fed. R. Civ. P. 56(c). A 2 triable dispute of material fact exists only if there is sufficient evidence favoring the 3 nonmoving party to allow a jury to return a verdict for that party. Anderson, 477 U.S. at 4 249. If the nonmoving party fails to make this showing, “the moving party is entitled to 5 judgment as a matter of law.” Celotex, 477 U.S. at 323. 6 When the parties file cross-motions for summary judgment, the court must consider 7 all the evidence submitted in support of the motions to evaluate whether a genuine dispute 8 of material fact exists precluding summary judgment for either party. The Fair Hous. 9 Council of Riverside Cnty., Inc. v. Riverside Two, 249 F.3d 1132, 1135 (9th Cir. 2001). 10 IV. DISCUSSION 11 Sanderson moves for summary judgment on the grounds that Whoop violated the 12 ARL as a matter of law, that those violations constitute violations of the UCL, FAL, and 13 CLRA as a matter of law, and that the class is entitled to full refunds in an amount 14 calculated by his damages expert. Sanderson MSJ at 1. Whoop cross-moves on two key 15 grounds: (1) that the Court lacks equitable jurisdiction over the UCL and FAL claims, and 16 the CLRA claim to the extent it seeks equitable relief, because Sanderson has an adequate 17 legal remedy under the CLRA; and (2) that the CLRA damages claim fails as a matter of 18 law because Plaintiffs do not present evidence establishing that Whoop’s disclosures could 19 have misled a reasonable consumers, and because no reasonable factfinder could conclude 20 that Sanderson personally relied on those disclosures. Whoop MSJ at 1–2. 21 The Court DISMISSES the UCL and FAL claims for lack of equitable jurisdiction. 22 Because Plaintiff stipulates to dropping the CLRA equitable restitution and injunction 23 claim, and because that claim would be dismissed for lack of equitable jurisdiction 24 regardless, only the CLRA damages claim remains live. The CLRA requires Sanderson to 25 show that a significant portion of reasonable consumers would have been misled by 26 Whoop’s disclosures, and that he personally relied on those disclosures in deciding to 27 purchase and maintain his membership. Both of these elements are disputed material facts. 1 judgment must be DENIED as to both parties on the CLRA claim. 2 A. Equitable Jurisdiction 3 The Court lacks equitable jurisdiction over the UCL and FAL claims, which seek 4 only equitable relief. A federal court sitting in equity may not award equitable relief where 5 the plaintiff has an adequate remedy at law. Sonner v. Premier Nutrition Corp., 971 F.3d 6 834, 844 (9th Cir. 2020). A legal remedy is “adequate” when it would provide “the same 7 amount of money for the exact same harm” as the equitable remedy sought. See id. The 8 Ninth Circuit has made clear that this bar is not avoided merely because the plaintiff’s 9 legal claim is uncertain, difficult to prove, or dependent on additional elements not 10 recognized by the equitable claim. Guzman, 49 F.4th at 1313 (holding that plaintiff’s 11 CLRA claim was time-barred and still foreclosed UCL equitable restitution). And this bar 12 is not avoided after the plaintiff fails to prove their legal claim at summary judgment — in 13 other words, a plaintiff cannot retroactively render an adequate remedy inadequate by 14 losing on the merits. See Key v. Qualcomm Inc., 129 F.4th 1129, 1142 (9th Cir. 2025). 15 The appropriate disposition, when equitable jurisdiction is lacking, is dismissal 16 without prejudice to re-filing in state court, rather than summary judgment for the 17 defendant on the merits. See, e.g., Guzman, 49 F.4th at 1314 (“[A] federal court that 18 dismisses a claim for lack of equitable jurisdiction necessarily declines ‘to assume the 19 jurisdiction and decide the cause.’ . . . Thus, a federal court’s pre-merits determination to 20 withhold relief is binding on other federal courts, but not on courts outside the federal 21 system that might properly exercise their own jurisdiction over the claim. In accordance 22 with this general rule, the district court should have dismissed Albright’s UCL claim 23 without prejudice to refiling the same claim in state court.”); Key, 129 F.4th at 1142 24 (vacating district court’s grant of summary judgment on UCL claim and remanding with 25 instruction to dismiss the claim without prejudice to refiling in state court). 26 Plaintiff does not appear to dispute this characterization, and in fact concedes the 27 absence of equitable jurisdiction over certain claims: relief under the “deceptive” UCL prong and under the CLRA 1 (as to equitable restitution only), and his request for injunctive relief, without prejudice to refiling in state court. 2 3 Sanderson Opp. to MSJ at 5 n.1. 4 The parties thus dispute only whether the UCL’s “unlawful” and “unfair” prongs 5 and the FAL claim may survive alongside the CLRA damages claim. See id. 6 The record demonstrates that all three theories seek the same monetary recovery for 7 the same underlying conduct and harm. Sanderson’s cross-motion seeks a full refund of 8 all automatic renewal payments charged to class members — approximately $28.2 million. 9 Plaintiff’s UCL and FAL claims seek restitution for those same renewal payments, and his 10 CLRA claim seeks damages in the same amount. See Sanderson MSJ at 27 (“Class 11 members are entitled to the full amount that Whoop illegally charged them for automatic 12 renewals. And that amount is undisputed: $28.2 million.”). 13 Despite seeking the same general relief, Sanderson contends that the UCL 14 “unlawful” and “unfair” prongs, and the FAL claim, may survive alongside the CLRA 15 because the UCL and FAL claims rest on a “different theory” than the CLRA claim. 16 Sanderson Opp. to MSJ at 5–9. Specifically, Sanderson points out that under the UCL and 17 FAL, liability for violations of the ARL do not require a showing of consumer deception, 18 whereas the CLRA independently requires proof of materiality and actual reliance. Id. 19 (stating that Plaintiff’s UCL and FAL claims “are not grounded in deception; they are 20 predicated on violations of the ARL. And the ARL’s prohibitions do not involve 21 deception. . . . In that way, the ARL is more akin to strict liability while the CLRA is more 22 akin to negligence”). Sanderson relies heavily on a set of district court decisions holding 23 that equitable and legal claims may coexist where they are “rooted in a different theory” of 24 wrongfulness. See, e.g., Elgindy v. AGA Serv. Co., 2021 WL 1176535, at *15 (N.D. Cal. 25 Mar. 29, 2021); Lin v. JPMorgan Chase Bank, N.A., 2024 WL 5182199, at *9 (C.D. Cal. 26 Aug. 15, 2024). Sanderson’s argument relies on the assumption that his legal remedy 27 under the CLRA is less certain because it requires proof of additional elements (materiality 1 This doctrine does not apply here. All three theories rest on the same factual 2 predicate: Whoop’s alleged failure to make adequate ARL disclosures at checkout and in 3 its post-purchase communications. And all three theories seek the same monetary 4 recovery.3 Where a plaintiff pursues equitable theories premised on the same conduct and 5 with the goal of recovering the same monetary remedy already available through a legal 6 claim, it is unlikely that the legal remedy is inadequate. Thus, there is no basis for 7 equitable jurisdiction. See Sonner, 971 F.3d at 844. 8 The SAC’s own pleading makes the unity between claims even more apparent. The 9 UCL “unlawfulness” claim alleges simply that “Defendant committed unlawful practices 10 because, as alleged above and incorporated here, it violated California’s Automatic 11 Renewal Law.” SAC ¶ 94. The UCL “unfairness” prong similarly alleges that “Defendant 12 committed ‘unfair’ acts by enrolling consumers in automatically recurring subscriptions, in 13 violation of the ARL.” Id. ¶ 95. Again, the ARL violation is the predicate wrong. The 14 FAL claim alleges that Whoop unlawfully “disseminat[ed] misleading advertisements 15 concerning the automatically renewing nature of Whoop Memberships. . . . Defendant’s 16 advertising of the Whoop Memberships (and its failure to display ARL compliant 17 disclosures with those advertisements) misleads reasonable consumers about the 18 automatically renewing nature of the plans.” Id. ¶ 84. And the CLRA claim rests on 19 precisely the same ARL-deficient disclosures and advertising that supposedly “misleads 20 reasonable consumers about the automatically renewing nature of the plans.” Id. ¶ 110. 21 Far from being rooted in different theories, Plaintiff’s legal theories concern the 22 same conduct, injury, and remedy. Thus, Sanderson’s reliance on Elgindy and Lin is 23 misplaced. In Elgindy, the district court permitted equitable UCL claims to survive 24 because the equitable theory rested on violations of California insurance regulations for 25 which there was no available legal cause of action. 2021 WL 1176535, at *14–15. The 26 court was careful to explain that, in that particular circumstance, “[o]nly equitable claims 27 1 are available on Plaintiffs’ theory that Defendant’s services fee violates California 2 insurance statutes and regulations. Therefore, Plaintiffs are entitled to pursue equitable 3 relief under this theory.” Id. at *15. Importantly, the Elgindy court in the same decision 4 dismissed the equitable fraud claims, because those claims were “rooted in the same theory 5 and factual allegations” as the plaintiffs’ legal fraud claim, and the plaintiffs had not 6 shown that they lacked an adequate remedy at law for the fraud claims. Id. The surviving 7 equitable claims in Elgindy were only those for which no legal analog existed. See id. It 8 is not enough that claims contain different elements. Lin applied a similar principle, 9 finding that where equitable and legal claims “depend[] on a theory materially different” 10 from one another, they may in fact coexist. 2024 WL 5182199, at *9. 11 The circumstances presented here are substantively different from Elgindy and Lin. 12 Sanderson has a fully viable CLRA legal cause of action premised on the exact same 13 disclosure failures that underlie his UCL and FAL claims. Not only are the claims in 14 Plaintiff’s SAC practically the same, Plaintiff has repeatedly characterized the claims as 15 being unified around the same core conduct. For example, in his motion for class 16 certification, Plaintiff represented: “Plaintiff brings claims under these three statutes [FAL, 17 UCL, and CLRA]. Each claim is based on Defendant’s underlying violation of the ARL.” 18 Sanderson Motion for Class Certification (Dkt. 45) at 3–4. Plaintiff’s cross-motion for 19 summary judgment similarly states that “Whoop’s violations of the ARL are also 20 violations of the CLRA,” further highlighting the material identicality of the claims. 21 Sanderson advanced a single unified theory of liability throughout the litigation, and he 22 cannot now at summary judgment invoke a “rooted in a different theory” exception to 23 Sonner by re-labeling the same conduct as two separate theories. 24 Nor are the claims “rooted in a different theory” merely because Plaintiff’s CLRA 25 theory requires him to prove additional elements. The Ninth Circuit held in Guzman that 26 even a time-barred CLRA claim, one that could not possibly succeed, still precluded UCL 27 equitable restitution, because the adequacy of a legal remedy is assessed based on its 1 F.4th at 1142 (holding that plaintiffs’ “failure to prove their Cartwright Act claim, 2 however, ‘does not make that remedy inadequate.’”) (quoting In re Qualcomm Antitrust 3 Litig., 2023 WL 6301063, at *8 (N.D. Cal. Sept. 26, 2023)). This principle was recently 4 confirmed in this district: “a mere difference in proof between claims does not make the 5 legal remedy inadequate where the claims are rooted in the same theory. King v. Nat’l 6 General Ins. Co., 2025 WL 2494366, at *8 (N.D. Cal. Aug. 29, 2025) (also interpreting 7 Elgindy as applicable “where the plaintiffs are not able to plead a legal claim on the facts 8 alleged”) (emphasis added). If a plaintiff who has already lost on their legal claim cannot 9 escape Sonner, a plaintiff who might lose is in no better position. 10 Finally, the weight of authority in ARL cases consistently applies Sonner to dismiss 11 UCL and FAL equitable restitution claims where the plaintiff has a parallel CLRA 12 damages claim for the same underlying conduct. See, e.g., Zeller, 2022 WL 17858032, at 13 *6–7; Weizman v. Talkspace, Inc., 705 F. Supp. 3d 984, 990 (N.D. Cal. 2023); Wu v. 14 iTalk Global Commc’ns, Inc., 2021 WL 5176799, at *3–4 (C.D. Cal. Feb. 2, 2021). 15 Sanderson has a viable CLRA damages claim — a legal remedy — available for the 16 alleged failure to disclose auto-renewal terms. Accordingly, Sanderson may not proceed 17 with equitable claims arising under the UCL, FAL, and CLRA. 18 For the foregoing reasons the Court DISMISSES Plaintiff’s UCL and FAL claims 19 for lack of equitable jurisdiction WITHOUT PREJUDICE to refiling in state court. 20 Plaintiff’s claim for equitable restitution and injunctive relief brought under the CLRA is 21 likewise DISMISSED WITHOUT PREJUDICE to refiling in state court. 22 B. CLRA Claim 23 Dismissal of the UCL and FAL claims, and the CLRA claim for equitable 24 restitution and injunctive relief, leaves the CLRA damages claim as the sole remaining 25 basis for relief. Both parties move for summary judgment on the CLRA claim. Sanderson 26 contends that Whoop’s ARL violations establish each element of his CLRA claim as a 27 matter of law. Sanderson MSJ at 20–23. Whoop argues that Sanderson has not produced 1 actual reliance. Whoop MSJ at 12–16. Both motions fail. Genuine disputes of material 2 fact exist on the elements of misrepresentation or actionable omission, materiality, and 3 actual reliance, and the proper measure of damages remains contested. Because neither 4 side has met its burden on summary judgment, the motions are DENIED as to both parties. 5 To prevail on a CLRA claim, Plaintiff must establish: (1) a misrepresentation or 6 actionable omission within the scope of Cal. Civ. Code § 1770(a); (2) that the alleged 7 misrepresentation or omission was material under the reasonable consumer standard; (3) 8 actual reliance by Plaintiff; and (4) resulting damage. See Cal. Civ. Code § 1780(a); 9 Valentine, 783 F. Supp. 3d at 1215–16; Vioxx, 180 Cal. App. 4th at 129. 10 1. Misrepresentation or Actionable Omission 11 Sanderson’s CLRA claim proceeds under two subdivisions of § 1770: § 1770(a)(5), 12 which prohibits representations that goods or services have characteristics that they do not 13 possess, and § 1770(a)(9), which prohibits advertising goods or services with the intent not 14 to sell them as advertised. The record presents genuine disputes of fact as to both theories. 15 One of the more pointed disputes concerns Whoop’s representation to users that 16 they “may cancel at any time,” which appears on the checkout page and in renewal 17 reminder emails. See Sanderson Exs. 4, 10. Whoop’s own 30(b)(6) designee admitted that 18 a member who cancels mid-term does not receive a prorated refund, and that the 19 subscription simply continues until the end of the existing term. Giacalone Dep. at 117:8– 20 118:5, 171:16–19, 426:19–427:8, 428:24–429:2, 429:18–20. A member must also provide 21 notice of cancellation before their upcoming renewal date to avoid a further charge. Id. at 22 171:13–15. On this record, a reasonable factfinder could conclude that the disclaimer 23 statement, “You may cancel at any time,” is not an accurate description of Whoop’s actual 24 cancellation policy, and that it misrepresents a characteristic of the subscription service 25 within the meaning of § 1770(a)(5). Whoop responds that “Plaintiff understands that when 26 one cancels a subscription service, they do not get a pro-rated refund for the period already 27 paid for — the cancellation applies at the next renewal date.” Whoop Reply iso MSJ (Dkt. 1 understanding of the cancellation policy, and that of the broader class, is a dispute for the 2 factfinder. 3 Relatedly, Plaintiff challenges the adequacy of Whoop’s ARL disclosures, claiming 4 that they failed to include disclosure about the indefinite nature of the renewal obligation, 5 the recurring charge amount and the possibility that it may change over time, the length of 6 the renewal term, and the cancellation policy. Whoop’s 30(b)(6) designee admitted that 7 the checkout page ARL disclaimer (a) was the smallest text on the page, with no 8 surrounding text of the same size; (b) was not set off by boxes, symbols, or other marks; 9 (c) did not state the renewal price or disclose that the price may change; and (d) did not 10 specify the number of times the membership would renew or that it would renew 11 indefinitely. Giacalone Dep. at 103:20–105:7, 106:12–107:6, 109:7–15. 12 The admissions by Whoop’s 30(b)(6) designee are substantial, but may be 13 counterbalanced by the ARL’s good faith safe harbor. Section 17604(b) provides that a 14 business that “complies with the provisions of this article in good faith” is not subject to 15 civil remedies for an ARL violation. Bus. & Prof. Code § 17604(b). The good faith 16 question is inherently factual and cannot be resolved as a matter of law on this record. See 17 Roz v. Nestle Waters N. Am., Inc., 2017 WL 6942661, at *3 (C.D. Cal. Dec. 6, 2017) 18 (denying summary judgment where there were “disputed facts regarding [defendant’s] 19 good faith and substantial compliance with” different California automatic purchase 20 renewal statute with similar good faith safe harbor provision). It is evident that Whoop 21 disclosed at least some terms of the auto-renewal policy at checkout, followed those 22 disclosures with order confirmation emails containing further auto-renewal terms and 23 access points to more detailed information and cancellation mechanisms, and sent 24 reminder emails before renewal charges. See Sanderson Exs. 4, 8–10. Sanderson 25 responds that, at least with respect to the renewal reminder emails, such reminders were 26 buried between the high volume of general marketing emails sent to consumers. See 27 Sanderson Opp. to MSJ at 23–24; Whoop Ex. 16; Sanderson Ex. 21 (listing certain 1 communication are poorly made and look like advertising. Perhaps if the subject line in an 2 email stated ‘subscription and billing’ I would not have been scammed into paying 3 unwillingly. The emails look as if they are an annoying Black Friday ad which easily get 4 skipped”). A factfinder could reasonably conclude that Whoop’s disclosure scheme fell 5 short of the ARL’s specific requirements in ways that defeat the good faith defense, or that 6 the overall effort evidences a genuine attempt at compliance. That determination involves 7 a fact-intensive inquiry and is not available at summary judgment. 8 For the foregoing reasons, neither party is entitled to summary judgment on the 9 misrepresentation or actionable omission element of Plaintiff’s CLRA claim. The Court 10 accordingly DENIES summary judgment to both parties as to the misrepresentation or 11 actionable omission element of Plaintiff’s CLRA claim. 12 2. Materiality 13 To establish materiality, Sanderson must demonstrate that Whoop’s alleged 14 misrepresentations or omission were likely to mislead “a significant portion of the general 15 consuming public or of targeted consumers, acting reasonably in the circumstances.” 16 Ebner v. Fresh, Inc., 838 F.3d 958, 965 (9th Cir. 2016) (quoting Lavie v. Procter & 17 Gamble Co., 105 Cal. App. 4th 496, 508 (Cal. Ct. App. 2003)); Vioxx, 180 Cal. App. 4th 18 at 129. A bare technical violation of the ARL does not, without more, satisfy this standard. 19 See Friedman v. Michaels, 2019 U.S. Dist. LEXIS 233080, at *32 (C.D. Cal. Oct. 24, 20 2019) (“Certainly, the Court is not aware of any case even suggesting that a violation of 21 the ARL necessarily amounts to a violation of the FAL or CLRA (or that aspect of the 22 UCL that also relies upon the ‘reasonable consumer’ standard).”). Whether a business 23 practice is deceptive to a reasonable consumer is ordinarily a question of fact for the 24 factfinder. Williams v. Gerber Prods. Co., 552 F.3d 934, 938–39 (9th Cir. 2008); Balser v. 25 Hain Celestial Grp., Inc., 640 F. App’x 694, 696 (9th Cir. 2016). Both parties present 26 evidence on this question, and neither has demonstrated the absence of a genuine dispute 27 of fact. 1 disclosure requirements establish that Whoop’s disclosures are misleading as a matter of 2 law. Sanderson relies on Hinojos for the proposition that courts must defer to legislative 3 determinations that certain practices are misleading. Sanderson MSJ at 21–22 (“[T]he 4 legislature’s decision to prohibit a particular misleading advertising practice . . . means that 5 the legislature has deemed that practice likely to mislead reasonable consumers; otherwise 6 there would be no need to prohibit it.”); see Hinojos v. Kohl’s Corp., 718 F.3d 1098, 1107 7 (“Moreover, the legislature’s decision to prohibit a particular misleading advertising 8 practice is evidence that the legislature has deemed that the practice constitutes a ‘material’ 9 misrepresentation, and the courts must defer to that determination.”). Sanderson’s 10 argument overestimates the applicability of Hinojos to this particular case. That decision 11 was limited to whether the plaintiff had “suffered an economic injury” sufficient to confer 12 statutory standing under the UCL and FAL, which depended in part on whether the 13 alleged misrepresentation was material. See Hinojos, 718 F.3d at 1107. It does not stand 14 for the proposition that any violation of a consumer protection statute automatically 15 satisfies the reasonable consumer test for a separate statutory claim. The ARL, crucially, 16 does not create its own private right of action. The California legislature chose to divert 17 enforcement through statutes like the CLRA and FAL which impose additional elements, 18 including the reasonable consumer standard. See Johnson v. Pluralsight, LLC, 728 F. 19 App’x 674, 676 (9th Cir. 2018) (mem.). If bare ARL violations sufficed to establish 20 CLRA materiality as a matter of law, that entire legislative structure would be 21 circumvented.4 22 The parties’ evidence on the reasonable consumer question points in opposite 23 directions, indicative of a genuine dispute of material fact. Sanderson offers Whoop’s own 24 business records showing approximately 27,242 California subscriptions that were 25

26 4 It does not follow, however, that the ARL violation is irrelevant to the materiality inquiry. The legislature’s determination that inadequate auto-renewal disclosures are harmful to consumers is 27 meaningful and may shed light on the reasonable consumer question. But it is not, standing alone, 1 automatically renewed but unused during the renewal term. Sanderson Opp. to MSJ at 16; 2 Todd Expert Report ¶ 11 (“From the Class autorenewal invoices, I identified 155,342 3 autorenewal invoices and 27,242 subscriptions associated with the No Use Autorenewal 4 subclass.”). Sanderson also points to more than 100 consumer complaints in Whoop’s 5 records expressing confusion or frustration with automatic renewal and the difficulty in 6 cancelling automatically renewing subscriptions. Sanderson Opp. to MSJ at 17; Sanderson 7 Ex. 21. Sanderson argues that it is reasonable to infer, from the high volume of unused 8 subscriptions, that many of these consumers did not know they were being charged. Cf. 9 FTC v. David, Inc., 2025 WL 2698698, at *11 (C.D. Cal. Sept. 12, 2025) (finding that 10 consumer complaints showing consumer confusion “highly probative to show that a 11 practice is likely to mislead consumers acting reasonably under the circumstances”) 12 (quoting FTC v. Cyberspace.com LLC, 453 F.3d 1196, 1201 (9th Cir. 2006)). 13 Whoop challenges Sanderson’s evidence as to this point, primarily by observing 14 that non-use of a product during a renewal period does not, without more, establish 15 consumer confusion at the time of sign-up. Whoop Reply iso MSJ at 12–13. For example, 16 non-use is consistent with product defects and changed personal financial circumstances. 17 See id.; Sanderson Ex. 21. Whoop also offers the expert opinion of Dr. Keith Wilcox, who 18 concluded that “many, if not most” reasonable consumers would have expected the Whoop 19 membership to automatically renew. Wilcox Report (Dkt. 96-2) ¶ 90. Whoop also points 20 to high usage rates among class members during their initial commitment periods, with an 21 average cycle upload rate of 80.5%, as evidence of consumer engagement inconsistent 22 with surprise upon auto-renewal. See Whoop Reply iso MSJ at 11 (“Here, the vast 23 majority of class members habitually used their Whoop membership prior to renewing. 24 Members averaged cycle uploads of 80.5% of days in their initial commitment period.”) 25 (emphasis in original). Of course, “many, if not most” does not resolve the question for 26 Whoop, as a legally significant portion of users could still have been misled, and high 27 usage during the initial period does not establish as a matter of law that those same 1 term. 2 The competing evidence on materiality presents precisely the kind of factual dispute 3 that is inappropriate for resolution at summary judgment. Accordingly, the Court 4 DENIES summary judgment as to both parties on the materiality element of Plaintiff’s 5 CLRA claim. 6 3. Actual Reliance 7 The CLRA requires proof of actual reliance by the class representative. See, e.g., 8 Hodsdon v. Mars, Inc., 162 F. Supp. 3d 1016, 1022 (N.D. Cal. 2016), aff’d, 891 F.3d 857 9 (9th Cir. 2018); Valentine, 783 F. Supp. 3d at 1214–15; Noohi, 146 F.4th at 868 (requiring 10 actual reliance, but clarifying that under the CLRA, “[i]f the trial court finds that material 11 misrepresentations have been made to the entire class, an inference of reliance arises as to 12 the class.”) (emphasis added). To establish actual reliance, Sanderson must show that the 13 alleged misrepresentation or nondisclosure was “an immediate cause” of his injury- 14 producing conduct, meaning that “in all reasonable probability” he would not have 15 engaged in the conduct had the information been accurately disclosed.5 See In re Tobacco 16 II Cases, 46 Cal. 4th 298, 326 (Cal. 2009); Valentine, 783 F. Supp. 3d at 1215. Where 17 evidence demonstrates that the plaintiff actually knew the information that they allege was 18 omitted, there is no basis for an inference of reliance as to the class, and the claim cannot 19 proceed. See Pokrass v. The DirecTV Grp., Inc., 2008 WL 2897084, at *4 (C.D. Cal. July 20 14, 2008) (citing Mass. Mutual Life Ins. Co. v. Super. Ct., 97 Cal. App. 4th 1282, 1294–95 21 (Cal. Ct. App. 2002)). Like the other CLRA elements, the record does not permit 22 summary judgment as to the element of actual reliance. 23 Sanderson’s deposition testimony is direct: “Had I known I was having auto renew . 24

25 5 The reliance requirement is distinct from the materiality requirement discussed above. If Sanderson establishes that Whoop’s misrepresentations were material to a reasonable consumer, 26 an inference of class-wide reliance may arise as to the absent class members. But that inference does not satisfy Plaintiff’s obligation to demonstrate personal reliance. See Lytle, 114 F.4th at 27 1022 (“Although reliance and materiality are separate elements, under the CLRA, a plaintiff can 1 . . I would not have purchased — I would not have used the service, the band, had I known 2 that up front.” Sanderson Dep. (Dkt. 99-3) at 134:9–13. He similarly testified “had I 3 known or had I saw that was auto renew, especially for that amount, I would not have 4 proceeded with the purchase.” Id. at 192:4–15. While Whoop points out that Sanderson 5 must be familiar with auto-renewing subscriptions as a member of Equinox and Amazon 6 Prime, and that he continued using his Whoop even after the auto-renewals, the testimony 7 suffices to establish a triable issue and Sanderson’s credibility is to be determined by a 8 factfinder. See Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 255 (1986) (“Credibility 9 determinations . . . are jury functions, not those of a judge, whether he is ruling on a 10 motion for summary judgment or for a directed verdict.”); Goertzen v. Great Am. Life Ins. 11 Co., 2017 WL 2378047, at *6 (N.D. Cal. June 1, 2017). 12 Whoop identifies substantial amounts of circumstantial evidence that, in its view, 13 demonstrates that Sanderson was aware that his membership would automatically renew. 14 First, Whoop’s records indicate that a renewal reminder email with the subject line “Your 15 Membership is About to Renew” was sent to Sanderson’s email account on May 23, 2022, 16 and that the email was opened from his account the following morning. See Whoop Exs. 17 16–17; Giacalone Dep. at 339:1–342:25. Another such reminder email bears the subject 18 line “1 Month Left In Your Membership” and states in large, all-cap bold letters: “Let’s 19 Keep Improving Together.” Unlike the May 23, 2022 email, the subject line of the latter 20 email solely warns the user that their membership is coming to an end – it does not warn 21 the user that their membership will renew. See Sanderson Ex. 12. Second, Sanderson 22 continued uploading data from his Whoop device for approximately ten months after the 23 first automatic renewal in June 2022, until April 2023, without raising any concern about 24 having his membership automatically renewed. See Whoop Ex. 15. Third, even when 25 Sanderson contacted Whoop’s membership services team in July 2023, his stated concern 26 was that his Whoop device no longer held sufficient charge, not that he had been 27 unknowingly charged for renewals. Whoop Ex. 21 (“I guess my biggest concern that 1 charge anymore so I’m unable to use them.”). Fourth, Sanderson was already enrolled in 2 several other automatically renewing subscriptions, including for Equinox gym and 3 Amazon Prime, that he understands to renew automatically. Sanderson Dep. at 35:3–25, 4 37:14–38:24. Fifth, Whoop points out that Sanderson is a financial advisor who should 5 have observed the automatic renewal payments through his bank statements. Whoop Opp. 6 to MSJ at 11. The combination of renewal reminders that were opened followed by 7 months of continued device use is strong circumstantial evidence supporting a finding of 8 actual knowledge. 9 Sanderson offers convincing responses to these points that prevent the Court from 10 granting summary judgment, however. First, reliance is evaluated at the moment of the 11 initial omission — i.e., the point of purchase — rather than at the point of subsequent 12 communications. Mansfield v. StockX LLC, 802 F. Supp. 3d 1143, 1154 (N.D. Cal. 13 2025). A subsequent disclosure by the defendant does not retroactively cure the omission 14 that influenced the consumer’s original decision to purchase a product or subscribe to a 15 service. See id. Sanderson’s testimony is that he would not have purchased a Whoop 16 subscription in the first instance, had the auto-renewal terms been clearly and 17 conspicuously disclosed at checkout. See Sanderson Dep. at 134:9–13, 192:4–15. With 18 respect to Sanderson’s post-purchase conduct, Sanderson testified that he did not realize he 19 needed an active membership to continue uploading data from his Whoop device, which 20 helps explain his continued use without awareness of a renewed subscription. Sanderson 21 Dep. at 203:6–11. As to the reminder email, the email is dominated by large text stating 22 “Renew Today” and “New, Lower Prices” alongside a promotional image with a 23 prominent red “Renew My Membership” button. Sanderson Ex. 10. Sanderson 24 convincingly points out that the email was styled in part as a marketing communication, 25 and it was sent alongside “at least ninety marketing emails sent to Plaintiff’s account.” 26 Sanderson Reply iso MSJ at 10; Whoop Ex. 17. Accordingly, a reasonable factfinder 27 could credit Sanderson’s apparent failure to recognize the auto-renewal notice even if he in 1 services does not establish, as a matter of law, that a consumer knew Whoop’s subscription 2 would work the same way. Not all subscriptions automatically renew, and a consumer 3 could reasonably fail to appreciate the auto-renewal structure of any particular service. 4 Sanderson’s testimony and the circumstantial evidence offered by Whoop are in 5 genuine tension with one another. That is precisely the kind of factual dispute that must be 6 submitted to the factfinder. The Court therefore DENIES summary judgment as to both 7 parties on the reliance element of Plaintiff’s CLRA claim. 8 4. Damages 9 Because the predicate elements of the CLRA claim remain in genuine dispute, the 10 question of damages is not yet ripe for final resolution. But both parties have briefed the 11 proper measure of damages as a matter of law, and the Court may address the dispute to 12 guide the parties in advance of trial. 13 Sanderson seeks a full refund of all automatic renewal charges, which Whoop’s 14 own expert calculated at $28.2 million. Sanderson MSJ at 26–27; McGahee Report ¶ 65 15 (“I find that there are 64,588 memberships and a total of 592,610 automatic renewal 16 invoices associated with the Class between October 25, 2019 and July 24, 2025. These 17 invoices total $28.2 million.”). Whoop argues that damages must be reduced to account 18 for the value that class members actually received during their renewal periods. Whoop 19 Opp. to MSJ at 19–21. Whoop offers alternative calculations, ranging from approximately 20 $2.1 million to $6.7 million based on various usage and offset-based theories. Id.; 21 McGahee Report ¶ 65. 22 Whether a full refund accurately captures the injury to class members who actively 23 used their memberships during auto-renewal periods, particularly in light of evidence that 24 members averaged cycle uploads on 80.5% of days in their initial commitment period and 25 that members continued using their devices well into their renewal terms, are questions of 26 fact that cannot be resolved on this record. Accordingly, neither party is entitled to 27 1 summary judgment on the measure of damages.6 2 * * * 3 Accordingly, the Court DENIES summary judgment as to both parties on the 4 CLRA claim. The claim may proceed to trial on all four elements. The Court also 5 DENIES Plaintiff’s request for partial summary judgment, presented at the June 26, 2026 6 hearing, on the threshold question of whether Whoop violated the ARL as a matter of law. 7 Genuine disputes of material fact persist as to several components of the ARL compliance 8 question, as described above. These are questions of fact for the jury. 9 V. CONCLUSION 10 For the foregoing reasons, the Court DENIES Plaintiff’s motion for summary 11 judgment in its entirety, and GRANTS IN PART AND DENIES IN PART Defendant’s 12 motion. The Court GRANTS Defendant’s motion to the extent it seeks dismissal of 13 Plaintiff’s UCL and FAL claims, and the CLRA claim to the extent it seeks equitable 14 restitution or injunctive relief, for lack of equitable jurisdiction and DISMISSES those 15 claims WITHOUT PREJUDICE to refiling in state court. The Court DENIES 16 Defendant’s motion in all other respects. 17 /// 18 /// 19 /// 20 /// 21 /// 22 /// 23 6 Sanderson separately relies on § 17603, which provides that where a consumer’s “affirmative 24 consent” has not been obtained in compliance with the ARL, any goods or services delivered pursuant to the unauthorized renewal shall be treated as “unconditional gifts” entitling the 25 consumer to a full refund. Sanderson MSJ at 25. Whoop disputes that § 17603 entitles the class to full refunds as a matter of law, and that the predicate ARL violation has been established as a 26 matter of law. Whoop Opp. to MSJ at 21–24. Because the underlying question of ARL compliance remains a disputed issue of fact, this dispute cannot be determined at summary 27 judgment either. The Court need not resolve whether § 17603 independently mandates full 1 IT IS SO ORDERED. 2 3 || Dated: July 2, 2026 4 5 _2 fe CHARLES R. BREYER 6 United States District Judge 7 8 9 10 1] 12

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