## Facts

- Google, LLC created the “Local Guides” program, through which users contributed photos, comments, and reviews to Google Maps and received stated benefits based on participation level.
- On April 4, 2016, Google emailed Andrew Roley inviting him to join and stated that earning points “can” lead to benefits such as “1TB of Google Drive storage,” among others.
- Roley joined the program as a Level 3 guide after agreeing to the program’s Terms and Conditions.
- The Terms and Conditions stated that level requirements could change at Google’s sole discretion, and that benefits were offered at Google’s discretion and were subject to change.
- On July 7, 2016, Google emailed Roley that it was changing the Level 4 storage benefit from 1 TB to 100 GB, but that guides who reached Level 4 within two weeks would still receive the originally described 1 TB.
- Roley reached Level 4 status about one week later and redeemed the 1 TB storage benefit.
- Roughly two years later, Google notified Roley that his free 1 TB storage was ending and that he would need to pay about $10 per month to keep 1 TB.
- Google asserted that it disclosed a two-year limit when Roley redeemed the benefit in 2016; Roley disputed that any such limit was disclosed at redemption.
- Roley filed a putative class action in the Northern District of California alleging breach of contract and related claims based on Google’s termination of the storage benefit.
- Google moved to dismiss the complaint under Federal Rule of Civil Procedure 12(b)(6).

## Issues

1. Whether Roley plausibly alleged an enforceable agreement under which Google promised 1 TB of storage to Local Guides who achieved Level 4 status within the stated time window.
2. Whether the Terms’ statements that benefits were discretionary and subject to change defeated the contract claims at the pleading stage.
3. Whether Roley plausibly alleged breach based on Google ending the 1 TB storage about two years after redemption, where the parties disputed whether a two-year limit was disclosed when the benefit was redeemed.
4. Whether Roley plausibly alleged fraud-based and related consumer claims based on Google’s alleged failure to disclose the asserted two-year limitation.

## Decision

- The court denied Google’s Rule 12(b)(6) motion to dismiss.
- The court held that Roley’s allegations were sufficient at the pleading stage to proceed on the contract claim and related theories.
- The court lifted the discovery stay.

## Legal Principles

- On a motion to dismiss, the court accepts well-pleaded factual allegations as true and draws reasonable inferences in the plaintiff’s favor.
- A plaintiff may plausibly plead contract formation where a defendant offers a specific benefit in exchange for performance, and the plaintiff alleges acceptance and consideration through performance (a unilateral-contract theory).
- General language reserving discretion or stating that benefits may change does not necessarily defeat a claim that a specific benefit was promised in exchange for completed performance, particularly where reading the reservation broadly would risk making the promise illusory.
- Disputes about what was disclosed at the time a benefit was redeemed (including whether a time limit was communicated) are typically factual and not resolved on a Rule 12(b)(6) motion when the complaint plausibly alleges nondisclosure.
- Reasonableness of reliance for fraud-based and related statutory claims is often a fact question where the written materials do not clearly and conclusively negate the alleged representation or omission.

## Conclusion

The court allowed Roley’s case to proceed past the pleading stage, concluding that he plausibly alleged that Google promised 1 TB of storage to Local Guides who reached Level 4 within the specified time frame and that broad “subject to change” terms did not, as a matter of law, bar claims based on Google ending the benefit after Roley’s alleged full performance, especially given the parties’ dispute over whether a two-year limit was disclosed at redemption.


Roley v. Google, LLC, 2019 WL 1779974 (2019)