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`Case 2:22-cv-00743 Document1 Filed 05/31/22 Page 1 of 16
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`Charles M. Greenberg (License #17661)
`CMG@triadlawgroup.com
`TRIAD LAW GROUP
`21612 Chinook Road
`Woodway, WA 98020
`Telephone: (425) 774-0138
`
`Thiago M. Coelho (pro hac vice forthcoming)
`thiago@wilshirelawfirm.com
`Jonas P. Mann (pro hac vice forthcoming)
`Jmann@wilshirelawfirm.com
`Jennifer M. Leinbach (pro hac vice forthcoming)
`jleinbach@wilshirelawfirm.com
`WILSHIRE LAW FIRM, PLC
`3055 Wilshire Blvd., 12" Floor
`Los Angeles, California 90010
`Telephone: (213) 381-9988
`Facsimile: (213) 381-9989
`
`Attorneys for Plaintiffs
`and Proposed Class Counsel
`
`WESTERN DISTRICT OF WASHINGTON
`
`UNITED STATES DISTRICT COURT
`
`PLAINTIFFS JOY PECZNICK and GIL
`KAUFMAN, individually and on behalf of
`all others similarly situated,
`Plaintiffs,
`
`Case No.:
`
`CLASS ACTION
`
`COMPLAINT
`
`VS.
`
`DEMAND FOR JURY TRIAL
`
`AMAZON.COM,INC., a Delaware
`corporation,
`
`Defendant.
`
`

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`Plaintiffs Joy Pecznick and Gil Kaufman, individually and on behalfofall others similarly
`
`situated, bring this action based upon their personal knowledge and their own acts, and asto all
`
`other matters upon information andbelief, based upon, interalia, their attorneys’ investigation.
`
`NATUREOF THE ACTION
`
`l.
`
`Defendant Amazon.com, Inc. (“Amazon” or “Defendant”) is a multinational
`
`technology company headquartered in Seattle, Washington.
`
`In addition to providing cloud
`
`computing, artificial intelligence and digital streaming services, it also holds a majorinfluence
`
`over e-commerce.
`
`2,
`
`Since its founding in 1994, Amazon has becomethe parent of numeroussubsidiary
`
`companies.
`
`In 2017, Amazon acquired Whole Foods Market, Inc. (“Whole Foods”), a high-end
`
`supermarket chain for around $13 billion. At the time, Whole Foods had over 400stores.
`
`oi
`
`On oraround February 2018, Amazon began enabling Amazon Prime! members
`
`in various regions of the United States to order groceries from Whole Foods and have the
`
`groceries delivered for free with a minimum $35 purchase.
`
`4.
`
`Free Whole Foods delivery became a major selling point for Amazon when
`
`promoting its Amazon Prime membership. Indeed, the free Whole Foods two-hourdelivery was
`
`considered “a key perk of their [Amazon’s] $119-per-year Amazon Prime membership.”” During
`
`the coronavirus pandemic, Amazon’s free Whole Foods delivery became one of Prime’s most
`
`important features.
`
`5,
`
`It is no surprise that Amazon Prime customers were devastated when, in 2021,
`
`Amazon pulled the rug out from its customers and began notifying Prime members that Whole
`
`Foods deliveries would no longer be free with a minimum $35 purchase. By October 25, 2021,
`
`a $9.95 fee was added to every Whole Foods delivery order placed via AmazonPrime.
`
`6.
`
`When Amazon eliminated Prime’s free Whole Foods delivery program, however,
`
`the cost of a Prime membership was not reduced accordingly, norwasa partial refund offered.
`
`' Amazon Primeis a paid subscription program that allows consumers to pay fora monthly or
`yearly subscription.
`2
`https://www.supermarketnews.com/online-retail/whole-foods-go-chainwide-new-grocery-
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`7.
`
`Hundreds of thousands, if not millions, of Amazon Prime members paid for a
`
`membership because they wanted to take advantage of Prime’s free Whole Foods delivery service.
`
`As a result of Amazon’s unfair business practices, consumers paid $119 for a service that was
`
`unfairly terminated. Prime membersdid not receive the benefit of their membership bargain.
`
`THE PARTIES
`
`8.
`
`Plaintiff Joy Pecznick is a California citizen residing in La Crescenta-Montrose,
`
`California. Since enrolling in Amazon Prime, Pecznick made use of Whole Food delivery
`
`benefits promised to her as an Amazon Prime member.
`
`Inparticular, Pecznick has placed orders
`
`with Whole Foods Market and used Amazon’s previously free two-hour delivery service. This
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`was a particularly important Prime benefit for Pecznick because she had fractured her ankle in
`
`2021, making it difficult to go grocery shopping in-store. As a result of Amazoninstituting the
`
`$9.95 Whole Foods delivery fee on October 25, 2021, Pecznick has been deprived ofher benefit
`
`of the $119 bargain.
`
`9.
`
`Plaintiff Gil Kaufman is a California citizen residing in Torrance, California.
`
`Since enrolling in Amazon Prime, Kaufman made use of Whole Food delivery benefits promised
`
`to him as an Amazon Prime member. In particular, Kaufman had placed orders with Whole Foods
`
`Market and used Amazon’s previously free two-hourdelivery service approximately every other
`
`week. As a result of Amazoninstituting the $9.95 Whole Foods delivery fee on October 25, 2021,
`
`Kaufman has been deprived of his benefit of the $119 bargain.
`
`10.
`
`Defendant Amazon.com,Inc. is a Delaware corporation withits principal place of
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`business in Seattle, Washington, in King County,and is a citizen of WashingtonState.
`
`JURISDICTION AND VENUE
`
`11.
`
`This Court has subject-matter jurisdiction pursuant to CAFA, 28 U.S.C. §1332(d),
`
`because the amount in controversy exceeds the sum of $5,000,000, exclusive of costs and
`
`interests, there are more than 100 members in the proposed Class, and Defendantis a citizen of a
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`State different from that of at least one Class member.
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`12.
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`The Court has personal
`
`jurisdiction over Defendant because Amazon is
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`

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`13.
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`This Court also has supplemental jurisdiction over the state law claims pursuant
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`to 28 U.S.C. § 1367(a) because all claims alleged herein formpart of the same case orcontroversy.
`
`14.
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`Venue is appropriate in this District because Amazon maintains its headquarters
`
`in this District.
`
`FACTUAL ALLEGATIONS
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`Whole Foods Acquisition
`
`15.
`
`On August 27, 2017, Amazon and Whole Foods announced that Amazon’s
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`acquisition of Whole Foods Market would close on Monday August 28, 2017, and the two
`
`companies would “together pursue the vision of making Whole Foods Market’s high-quality,
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`natural and organic food affordable for everyone.” According to Amazon, as a down payment on
`
`that vision, “Whole Foods Market will offer lowerprices starting Monday[the date ofclosing]
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`on a selection of best-selling grocery staples across its stores, with more to come.” Amazon
`
`touted that its members “will receive special savings and in-store benefits.”
`
`16.
`
`The media regarded the acquisition as a “deal that will instantly transform the
`
`company that pioneered online shopping into a merchant with physical outposts in hundreds of
`
`neighborhoodsacross the country.’””*
`
`17.
`
`Consumers also lauded the acquisition. “‘Amazon could bring technologyto all
`
`Whole Foodslocations, or it could absorb Whole Foods into AmazonFresh.Either way,it’s good
`
`for consumerslike myself,’” said Di Wu, a New York residentin her early 30s who is amember
`
`of Amazon’s Prime fast-shipping club and who shops at Whole Foods at least twice a week.
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`““Amazon is knownto drive down prices and make the shopping experience moreefficient,’” Wu
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`said.”
`
`18.
`
`The market also respondedpositively (for Amazon) to the news. Amazon’s stock
`
`price rose on this news while that of grocery retailers such as Kroger’s, Ahold Delhaize (parent
`
`3 https://press.aboutamazon.com/news-releases/news-release-details/amazon-and-whole-foods-
`market-announce-acquisition-close-monday.
`* https://www.nytimes.com/2017/06/16/business/dealbook/amazon-whole-foods.html.
`5 https://www.reuters.com/article/us-whole-foods-m-a-amazon/amazon-to-buy-whole-foods-for-
`
`

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`companyof Food Lion and Giant supermarkets), Sprouts Farmers Market, Supervalu, and Costco
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`all declined. An estimated $22billion of share value disappeared from grocery-related stocks in
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`one day based on the knowledge of how a combined Amazon—Whole Foods go-to-market play
`
`mightdisrupt traditional grocery performance measures—and the performance measures of other
`
`retailers as well.®
`
`19.
`
`At the time of the Whole Foods acquisition, Prime members paid $99 for their
`
`memberships and were offered additional benefits (i.e., special savings and in-store benefits) for
`
`shopping at Whole Foods.
`
`Prime Members Offered Free Whole Foods Delivery
`
`20.
`
`On February 8, 2018, Amazon and Whole Foods Market announced the
`
`introduction of free two-hour delivery from Whole Foods Market through Prime Now,with plans
`
`to expand across the U.S. in 2018:
`
`Starting today, Prime customers in neighborhoods of Austin, Cincinnati, Dallas
`and Virginia Beach can shop through Prime Now forbestselling items including
`fresh produce, high quality meat and seafood, everyday staples and other locally
`sourced items from Whole Foods Market. Customers can start shopping from
`Whole Foods Market selection at www.primenow.com orby using the Prime
`Nowappavailable on Android and iOS devices.
`
`“We're happy to bring our customers the convenience of free two-hourdelivery
`through Prime Nowand access to thousands ofnatural and organic groceries and
`locally sourced favorites,” said John Mackey, Whole Foods Market co-founder
`and CEO. “Together, we have already lowered prices on many items, and this
`offering makes Prime customers’ lives eveneasier.”
`
`Prime customers can shop thousands of items across fresh and organic produce,
`bakery, dairy, meat and seafood, floral and everyday staples from Whole Foods
`Market available for free two-hour delivery. Select alcohol is also available for
`delivery to customers. Prime members receive two-hour delivery for free and
`ultra-fast delivery within one hour for $7.99 on orders of $35 or more.
`
`Delivery from Whole Foods Market through Prime Nowis available daily from
`8 a.m. to 10 p.m. Customers*ean- visit www.primenow.com or download the
`Prime Now appto enter their zip codeto see if they are in the delivery area.
`
`6 https://www2.deloitte.com/us/en/pages/consumer-business/articles/amazon-whole-foods-
`
`

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`21.|Whole Foods expanded delivery to Atlanta and San Francisco in March 2018; Los
`
`Angeles and Orange Counties, Sacramento, Denver and San Diego in April 2018; Baltimore,
`
`Boston, Philadelphia, Richmond, Chicago, Houston, Indianapolis, Minneapolis, and San Antonio
`
`in June 2018; Fort Lauderdale, Miami, Palm Beach, Long Island and New YorkCity in July 2018;
`
`Columbus, Dayton, Portland, Greater Washington D.C., and additional New York City
`
`neighborhoods in August 2018; Charlotte, Las Vegas, Memphis, Nashville, New Orleans,
`
`Oklahoma City, Phoenix, Raleigh, Seattle and Tucson in September 2018; Albuquerque,
`
`Birmingham,Boise, Charleston, Colorado Springs, Hartford, Kansas City, Providence, Salt Lake
`
`City and Stamford, plus additional neighborhoods in Boston and Cincinnati, Annapolis,
`
`Cleveland, Louisville, North and Central New Jersey and Pittsburgh as well as additional
`
`locations in the San Francisco Bay Area in October 2018.
`
`Amazon Raises its Membership Prices
`
`22.
`
`Amid instituting free Whole Foods delivery services for Amazon Prime members,
`
`- specifically, on April 26, 2018 — Amazon announcedthat, beginning on May 11, 2018, the cost
`
`of an Amazon Prime membership would increase from $99 to $119. This was thefirst time
`
`Amazonincreased the price of an Amazon Prime membership since 2014, whenit increased the
`
`cost of Prime membership from $79 to $99. While this increased cost immediately applied to
`
`new members whojoined on or after May 11, 2018, preexisting Amazon Prime members’ fees
`
`would increase upon renewalonorafter June 16, 2018 (around the time of this announcement,
`
`Amazonhad approximately 100 million members worldwide).
`
`23.
`
`Amazon, without a doubt, understood that offering free two-hour delivery Whole
`
`Food orders to Prime members increased the monetary value of Amazon Prime. Amazon Chief
`
`Financial Officer, Brian Olsavsky, claimed that price increase is a natural consequence ofthe
`
`growing benefits associated with an Amazon Prime membership,including free deliveries from
`
`Whole Foods. “We[at Amazon] continueto increase the value of Prime,” Olsavsky celebrated.’
`
`Mt
`
`! https://arstechnica.com/information-technology/201 8/04/amazon-to-raise-annual-membership-
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`

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`Amazon’s Pandemic Profits Soared
`
`24.
`
`Throughout 2019, Amazon continued to offer Whole Foods free delivery to more
`
`cities and states throughout the U.S. Thesecities included, Asheville, Charlottesville, Columbia,
`
`Lexington, Little Rock, Manchester, Mobile, Naples, and Savanah, as well as Chattanooga and
`
`Knoxville, Destin, Tallahassee, Greensboro, Wilmington, Allentown,Fort Collins, Huntsville and
`
`Montgomery, Jackson, Palm Desert, and Portland, Maine, to name a few.
`
`25.
`
`In 2019, the numberof adults that ordered groceries at least once a month was
`
`about 11%. However,that drastically changed when the COVID-19 pandemichit.
`
`26.
`
`By March 2020, Whole Foods was seeing an unprecedented demand for online
`
`orders and Prime members were scrambling to place online Whole Foodsorders.
`
`27.
`
`As a result, Amazon had to create a detailed plan on how it would address
`
`consumer demand for Whole Foods delivery recognizing that, “[w]ith the new world ofsocial
`
`distancing and stay-at-home orders in place for most of the country, customers have generated
`
`unprecedented demandfor grocery delivery.’”®
`
`28.|The decision to add in free Whole Foods deliveries was a lucrative decision for
`
`Amazon, as deliveries more than tripled for Whole Foods from 2019 to 2020, according to the
`
`supermarket.” According to Amazon’s 2021 10-K, the company earned over $33.36 billion in
`
`net income. Amazon’s pandemic profits soared.
`
`29.
`
`In fact, Amazon reported a 70% increase in earnings in the first nine months of
`
`2020, up $5.8 billion from a yearearlier. As per a New York Times study, Amazonreported a
`
`near 200-percentrise in profits, accelerated by much of North America’s swift shift to exclusively
`
`online shopping. Amazon’s sales were $96.1 billion, up 37% from 2019.!°
`
`30.
`
`Amazonbenefitted greatly from its Prime memberships. Amazon disclosed that
`
`200 million people pay for Prime memberships, and subscription revenue for that service and
`
`8 https://www.aboutamazon.com/news/company-news/new-ways-were-getting-groceries-to-
`people-during-the-covid-19-crisis.
`° Jay Greene, Amazon Prime MembersBristle at News of Whole Foods Delivery Charge, WASH.
`Post (Sept. 29, 2021).
`
`

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`others reached almost $7.6 billion in the first quarter 2021.
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`In addition to paying Amazon $119
`
`a year or $12.99 a month forfree shipping and otherperks(including free Whole Foodsdelivery),
`
`households with Prime memberships typically spend $3,000 a year on Amazon, more than twice
`
`what households without the membership spend, according to MorganStanley.!!
`
`With Prime Members Accustomed, and Contractually Entitled to, Free Whole
`
`Foods Delivery, Amazon Unfairly Rescinds the Benefit
`
`aL.
`
`Despite Amazon’s record 2021 profits, in the summer of 2021, Amazonpiloted a
`
`new fee for Whole Foods delivery in six markets - Portland, Maine; Providence, Rhode Island;
`
`Manchester, New Hampshire; and the greater Detroit, Boston and Chicagoareas - before making
`
`the move nationally.
`
`32.
`
`On September 24, 2021, Amazon announced the Whole Foods delivery fee
`
`nationally via email:
`
`Dear Prime Member,
`
`We are writing to let you know about an upcoming change to Prime grocery delivery
`benefits at Whole Foods Market in yourarea. Starting October25, 2021, delivery orders
`from Whole Foods Marketin your area will include a $9.95 service fee. This service fee
`helps to cover operating costs so we can continue to offer the same competitive everyday
`prices in-store and online at Whole Foods Market.
`
`If you have questions about the grocery service fee at Whole Foods Market, you can learn
`more here. And if you’d like to make changes to your membership, you cango here.
`
`Sincerely,
`
`Amazon Prime
`
`33.|Amazon’s decision to impose a $9.95 Whole Foods delivery fee sparked outrage
`
`amongst Amazon Prime members.
`
`34.
`
`Brandy O’Neill, a food blogger who has ordered about $100 worth ofgroceries
`
`weekly from Whole Foods Market“signed up for Amazon Prime, which costs $119 annually,this
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`

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`year [2021] largely for the perk of Whole Foods delivery being included.”'? When Amazon
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`announced the $9.95 fee for Whole Foods deliveries, she “felt they were taking away a service,
`
`and the fee is ridiculous...It’s just rude.”
`
`35.
`
`One Amazon Prime memberdisclosed on a Reddit post: “[I]t[’]s no longercost
`
`effective for me. Taking my grocery buying elsewhere. The next step is to evaluate my prime
`
`membership andifit still makes sense.”
`
`36.
`
`Another member lamented: “Ah yes, having a $1.7 trillion market cap isn’t
`
`enough, let’s water down the Prime benefits even more.” !°
`
`37.
`
`Yet another Amazon Prime memberrevealed: “I’ve only been keeping my prime
`
`membership because of the free delivery since I don’t have a car.
`
`It’s starting to become not
`
`worth being a member. Amazon has enough money chargingadelivery fee is being greedy.”'®
`
`38.
`
`Another member lamented: “I just renewed my year membership a couple months
`
`ago andbig part of it was because of Whole Foodsdelivery that I’d order weekly. It was included
`
`in the membership and nowit will cost $520 extra, or more than 4x the year membershipprice.
`
`At a time that Amazon more than doubled its market value they are starting to squeeze their
`
`customers, it became a monopoly. Primeisn’t worthy anymore, homestaplesare perpetually out
`
`of stock, customer service just copy/paste canned texts. Time to look for alternatives.”!”
`
`39.|Amazon Prime members wererightfully upset. Not only wasa contractual benefit
`
`that Prime members were entitled to under their $119 membership unilaterally revoked, but
`
`Amazon offered no partial refunds to members after modifying the contract. The “changes to
`
`your membership”link provided to Prime members in the September 24, 2021 notification email
`
`routed consumers to Amazon Prime’s cancellation policy.
`
`HM
`
`'? Jay Greene, Amazon Prime Members Bristle at News of Whole Foods Delivery Charge, WASH.
`Post (Sept. 29, 2021).
`> Tall
`'* Commentby barrach128 in September2021.
`'S Comment by goodcowfilms in August 2021.
`‘6 Comment by Awkotaco95 in October2021.
`
`

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`40.
`
`The Prime cancellation policy in place at the time read as follows:
`
`If you signed-up for your Prime membership directly through us, you may cancel
`your Prime membership any time by visiting Your Account and adjusting your
`membership settings. If you cancel within 3 business days of signing up for or
`converting from a free trial
`to a paid membership, we will refund your full
`membership fee; provided that we may charge you (or withhold from your refund)
`the value of Prime benefits used by you and your account during this 3-business
`day period. Ifyou cancelat any other time, we will refund yourfull membership
`fee only ifyou and your account did not make any eligible purchases or take
`advantage ofPrime benefits since your latest Prime membership charge. If you
`signed up for your Prime membership through a third party, you may need to
`contact the third party to cancel your membership or receive any refund underits
`applicable policies. Prime memberships redeemed through a Prime gift code or
`promotional code are not refundable.
`
`Al,
`
`Under this cancellation policy, Prime members who wanted to cancel
`
`their
`
`membership asa result of this unfair unilateral contract modification, but who had used Amazon’s
`
`Prime service even once during their annual membership werenotentitled to any membership
`
`fee refund whatsoever even though they had paid $119 for the benefit of free Whole Foods
`
`delivery.
`
`42.
`
`By way of example, a Prime member who renewedher annual contractin early
`
`August 2021 paid $119 for Prime, including the benefit of free Whole Foods delivery. If that
`
`Prime Memberordered Whole Foods delivery once in August 2021, that Prime memberwasnot
`
`entitled to cancel her membership andobtain a refund of any of the $119 membership fee,partial
`
`or otherwise, when Amazonnotified Prime membersthatit would unilaterally modify the contract
`
`in October 2021.
`
`43.
`
`Amazon has engagedin unfair business practices, breached its duty of good faith,
`
`and deprived Prime membersofthe benefit of their bargain.
`
`CLASS ACTION ALLEGATIONS
`
`44.
`
`Plaintiffs bring this action on their own behalf and pursuant to Federal Rule of
`
`Civil Procedure 23. Plaintiffs intend to seek certification of a class defined as follows:
`
`All Amazon Prime members residing in the United States who ordered
`Amazon’s Whole Foodsfree delivery and were annual members whenthe
`$9.95 fee was introduced on October 25, 2021 (the “Class”).
`
`

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`45,
`
`Excluded from the Class are: (a) Defendant, including any entity in which any of
`
`the Defendanthasa controlling interest, is a parent or a subsidiary of, or which is controlled by
`
`the Defendant;(b) the officers, directors, and legal representatives of Defendant; and (c) the judge
`
`and the court personnelin this case as well as any membersoftheir immediate families. Plaintiffs
`
`reserve the right to amend the definition of the Class if discovery, further investigation and/or
`
`rulings by the Court dictate that it should be modified.
`
`46.|Numerosity. The membersofthe Class are so numerousthatthe joinderofall Class
`
`Membersis impractical. While the exact number of Class Members is unknownto Plaintiffs at
`
`this time, given the number of Amazon Prime membersin the United States, it stands to reason
`
`that the number of Class Members is at least in the thousands. Class Membersare readily
`
`identifiable from informationand records in Defendant’s possession, custody, or control, such as
`
`account information andsales records.
`
`47.
`
`Commonality and Predominance. There are questions of law and fact common to
`
`Class Members, which predominate over any questions affecting only individual Class Members.
`
`These common questions of law andfact include, without limitation, whether:
`
`a.
`
`Whether Defendant had formed valid contracts with Plaintiffs and Class
`
`Members;
`
`b.
`
`Whether
`
`there was a mutual understanding between Defendant and
`
`Plaintiffs and Class Members,and assent on the subject matter and essential terms of the
`
`contract;
`
`C.
`
`Whether Plaintiffs and Class Members performed their obligations under
`
`their contracts;
`
`d.
`
`Whether Defendant breached its contracts with Plaintiffs and Class
`
`Members;
`
`@:
`
`f.
`
`g.
`
`Whether Defendant breached its duty of good faith and fair dealing;
`
`Whether Defendant was unjustly enriched;
`
`Whether Defendant committed “unfair or deceptive acts or practices” as
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`

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`h,
`
`i.
`
`WhetherPlaintiffs and Class Members suffered damages; and
`
`Whether Plaintiffs and Class Membersare entitled to damages.
`
`48.
`
`Typicality. Plaintiffs’ claims are typical of those of other Class Members because
`
`Plaintiffs, like the other Class Members, enrolled in Amazon Primeat an annualrate of $119 to
`
`benefit from Amazon’s free two-hour delivery service for Whole Foodsordersofat least $35.
`
`49.
`
`Adequacy of Representation. Plaintiffs will fairly and adequately represent and
`
`protect
`
`the interests of the Class Members.
`
`Plaintiffs have retained competent counsel
`
`experiencedinlitigation of class actions, including consumerclassactions, and Plaintiffs intend
`
`to prosecute this action vigorously. Plaintiffs and Class Members have a unified and non-
`
`conflicting interest in pursuing the same claims and obtaining the samerelief. Therefore, all Class
`
`Memberswill be fairly and adequately represented by Plaintiffs and their counsel.
`
`50.
`
`Superiority of Class Action. A class action is superior to other available methods
`
`for the fair and efficient adjudication of the claimsalleged in this action. The adjudication ofthis
`
`controversy through a class action will avoid the possibility of inconsistent and potentially
`
`conflicting adjudications of the asserted claims. There will be nodifficulty in the management
`
`of this action as a class action, and the disposition of the claims of the Class Members ina single
`
`action will provide substantial benefits to all parties and to the Court. Damagesforany individual
`
`Class Memberarelikely insufficient to justify the cost of individual litigation so that, in the
`
`absence of class treatment, Defendant’s violations of law inflicting substantial damages in the
`
`aggregate would go un-remedied.
`
`51.
`
`Classcertification is also appropriate because Defendant has acted or refused to
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`act on grounds generally applicable to the Class Members, such that final injunctive relief or
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`corresponding declaratory relief is appropriate as to the Class as a whole.
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`CHOICE OF LAW
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`52.
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`Per Amazon’s Conditions of Use, last updated on May 3, 2021, federal law and
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`the laws of the state of Washington govern the resolution of the legal issues embodied in this
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`Complaint.
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`Case 2:22-cv-00743 Document 1 Filed 05/31/22 Page 13 of 16
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`Case 2:22-cv-00743 Document1 Filed 05/31/22 Page 13 of 16
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`FIRST CAUSE OF ACTION
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`(Violation of the Consumer Protection Act, RCW 19.86.020)
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`Sais
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`Plaintiffs repeat and incorporate herein by reference each and every allegation
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`contained in paragraphs | through 52,inclusive, of this Complaintasif set forth fully herein.
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`54.
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`The Washington State ConsumerProtection Act, RCW 19.86.020 (the “CPA”)
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`prohibits any “unfair or deceptive acts or practices” in the conduct of any trade or commerce as
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`those terms are described by the CPA and relevant case law.
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`55;
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`Defendant engagesin “trade” and “commerce”as described in RWC 19.86.010(2)
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`in that it engagesin selling products andservices, that directly and indirectly affect the people of
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`the State of Washington. Moreover, Amazon is headquartered in Washington;its strategies,
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`decision-making, and commercial
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`transactions originate in Washington; most
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`ofits key
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`operations and employees reside, work, and make company decisions in Washington; and
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`Amazon and manyofits employeesare part of the people of the State of Washington.
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`56.
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`By virtue of the above-described wrongful actions, Defendant engaged in unfair
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`practices within the meaning, and in violation of, the CPA, in that Defendant’s practices were
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`injurious to the public interest because they injured other persons and havethe capacity to injure
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`otherpersons.
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`57.
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`In the course of conducting business, Defendant committed “unfair or deceptive
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`acts or practices” by, inter alia, unilaterally rescinding Amazon free Whole Foods delivery with
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`a $35 purchase, an important term of which formedthe basis ofPlaintiffs’ and Class Member’s
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`Prime membership contract with Defendant. Plaintiffs and Class Members reservethe right to
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`allege other violations of law by Defendantconstituting other unlawful businessacts or practices.
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`58.
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`The gravity of Defendant’s wrongful conduct outweighs any alleged benefits
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`attributable to such conduct. There were reasonably available alternatives to further Defendant’s
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`legitimate businessinterests other than engaging in the above-described wrongful conduct.
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`59,
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`As a direct and proximate result of Amazon’s violations of the Consumer
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`Protection Act, Plaintiffs and Class members sustained injuries, including out-of-pocket losses
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`

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`Case 2:22-cv-00743 Document 1 Filed 05/31/22 Page 14 of 16
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`Case 2:22-cv-00743 Document1 Filed 05/31/22 Page 14 of 16
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`delivery with a minimum $35 purchase.
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`60.
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`Plaintiffs, on behalf of themselves and the Class Members also seek to recover
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`actual damages sustained by each Class Membertogether with the costs of the suit, including
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`reasonable attorney fees.
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`In addition, Plaintiffs, on behalf of themselves and the Class Members
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`request that this Court useits discretion, pursuant to RCW 19.86.090, to increase the damages
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`award for each Class Member by three times the actual damages sustained not to exceed
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`$25,000.00 per class member.
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`SECOND CAUSE OF ACTION
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`(Breach of Contract)
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`61.
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`Plaintiffs repeat and incorporate herein by reference each and every allegation
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`contained in paragraphs | through 52,inclusive, of this Complaintasif set forth fully herein.
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`62.
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`Plaintiffs and Class Members entered into a contract with Amazon for a Prime
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`membership that included free Whole Foods delivery with a minimum $35 purchasefor a yearly
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`fee of $119.
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`63.
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`Defendant breached the contract when Amazon rescinded free Whole Foods
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`delivery with a minimum $35 purchase.
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`64.
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`Asa direct and proximate result of Defendant’s contractual breach, Plaintiffs and
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`the Class have been damaged.
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`65.
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`Plaintiffs and the Class are entitled to damages caused by Defendant’s breach of
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`contract.
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`THIRD CAUSE OF ACTION
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`(Breach of Duty of Good Faith and Fair Dealing)
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`66.
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`Plaintiffs repeat and incorporate herein by reference each and every allegation
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`contained in paragraphs | through 52,inclusive, of this Complaintas if set forth fully herein.
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`67.
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`68,
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`Defendant had a duty to perform its contractual obligations in goodfaith.
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`By failing to perform underthe contract by continuing to provide Plaintiffs and
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`the Class with free Whole Foods delivery with a minimum$35 purchase during the duration of
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`Plaintiffs’ and Class Member’s annualcontract, Defendantbreachedthe implied covenant of good
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`

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`Case 2:22-cv-00743 Document 1 Filed 05/31/22 Page 15 of 16
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`Case 2:22-cv-00743 Document1 Filed 05/31/22 Page 15 of 16
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`faith and fair dealing.
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`69.
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`Asa direct and proximate result of Defendant’s breaches of the implied covenant
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`of goodfaith andfair dealing, Plaintiffs and the Class have been damaged.
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`70.
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`Plaintiffs and the Class are entitled to damages caused by Defendant’s breach of
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`the implied covenant of good faith and fair dealing.
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`FOURTH CAUSE OF ACTION
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`(Unjust Enrichment)
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`71.
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`Plaintiffs repeat and incorporate herein by reference each and every allegation
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`contained in paragraphs | through 52,inclusive, of this Complaintasif set forth fully herein.
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`72.
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`Plaintiffs and Class Members conferred a benefit upon Defendant by paying
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`Amazon $119 for an Amazon Prime membership.
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`73.
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`74.
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`Defendant accepted the $119 from Plaintiffs and Class Members.
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`Defendantretained the $119 membership fee paid by Plaintiffs and Class Members
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`whenit unilaterally revoked Prime members’ benefit of free Whole Foods delivery with a
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`minimum $35 purchase.
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`75.
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`Asaresult of Defendant’s actions, Amazon has been unjustly enriched.
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`PRAYER FOR RELIEF
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`WHEREFORE, Plaintiffs, individually and on behalf of the Class, pray for relief as
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`For compensatory damages in an amountto be proven attrial;
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`For costs of suit and litigation expenses;
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`For such otherand further relief as this Court may deem just and proper.
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`follows:
`
`(1)
`
`(2)
`
`(3)
`
`Mf
`
`Mf
`
`Ht
`
`Hf
`
`Hf
`
`

`

`Case 2:22-cv-00743 Document 1 Filed 05/31/22 Page 16 of 16
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`Case 2:22-cv-00743 Document1 Filed 05/31/22 Page 16 of 16
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`DEMAND FOR JURY TRIAL
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`Plaintiffs, on behalf of themselvesandall others similarly situated, hereby demanda jury
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`trial for all claimsso triable.
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`Dated: May 31, 2022
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`Respectfully submitted,
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`x
`ur 219 A I7be |
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`Charles M. Greenberg, Esq.
`TRIAD LAW GROUP
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`Thiago M. Coelho, Esq.
`Jonas P. Mann, Esq.
`Jennifer M. Leinbach, Esq.
`WILSHIRE LAW FIRM, PLC
`Aitorneys for Plaintiffs and the Putative Class
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`