Roley v. Google LLC
2021 WL 1092790 (N.D. Cal. Mar. 22, 2021) (2021)
Rule of Law:
Under California law, for an advertisement or promotional material to constitute an offer forming a unilateral contract, it must promise performance in "clear and positive terms" in exchange for a "specific act" requested by the advertiser, and the recipient must reasonably conclude that acting on the request would form a contract.
Facts:
- In January 2015, Google created the "Local Guides" program to encourage users to contribute content to Google Maps and earn points.
- In November 2015, Google expanded the Local Guides program, offering one terabyte (1 TB) of Google Drive storage as a reward for Local Guides who reached Level 4.
- On April 4, 2016, Andrew Roley received a "Photo Impact Email" from Google inviting him to join Local Guides, stating that points "can unlock cool benefits like" 1 TB of Google Drive storage.
- The Photo Impact Email did not specify the exact points or level needed to obtain the 1 TB Benefit, nor did it mention the duration of the benefit.
- Mr. Roley subsequently joined the Local Guides program.
- The Google Local Guides Terms of Service, which users had to agree to, stated that "Benefits are offered at the discretion of Google and its affiliates" and "Benefits are subject to change."
- The Local Guides Help Center, hyperlinked from the Terms, contained references that the 1 TB Benefit would last for two years.
- Mr. Roley himself acknowledged in his deposition that it was unclear what he had to do to receive the 1 TB Benefit and that he did not think the benefits listed in the email were guaranteed.
Procedural Posture:
- Andrew Roley filed a First Amended Complaint against Google LLC, asserting five claims for relief: (1) violation of California’s Unfair Competition Law (“UCL”); (2) breach of contract; (3) fraud; (4) conversion; and (5) violation of the Consumer Legal Remedies Act (“CLRA”).
- On July 20, 2020, the District Court granted in part Mr. Roley’s motion for class certification.
- The District Court certified a class under Rule 23(b)(3) for the breach of contract and conversion claims, for individuals who achieved Level 4 status as a Google Local Guide after November 12, 2015, and redeemed the 1 TB Google Drive storage benefit.
- Mr. Roley continued to pursue the three fraud-based claims (fraud, UCL, CLRA) as an individual.
- Google LLC filed a motion for summary judgment, seeking to have the court decide as a matter of law that its communications were not a unilateral contract and that Mr. Roley was not justified in relying on the email as an offer of free storage for life.
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Issue:
Does a promotional email that uses conditional language and does not clearly specify the exact performance required for a reward, nor the duration of that reward, constitute an offer for a unilateral contract under California law?
Opinions:
Majority - Beth Labson Freeman
No, a promotional email, the enrollment page, and the general terms of service do not constitute an offer for a unilateral contract when they lack clear and positive terms regarding the specific performance required for a specific benefit of indefinite duration. The Photo Impact Email used conditional language, stating benefits "can unlock" rewards, rather than presenting a definite promise. It failed to specify the "specific act" required to obtain the 1 TB Benefit (e.g., achieving Level 4 Local Guide status) or the duration of the benefit. Mr. Roley's own testimony demonstrated his understanding that the email conveyed possibilities, not guarantees, and that material details were unclear. The court contrasted this with precedents like Donovan and Kearney, where offers were found due to very specific product descriptions, prices, or acts required. While Sateriale supported considering the "totality of the circumstances," that case involved clear "offer" language and instructions for redeeming certificates for some item, not a specific item with an unspecified duration where terms were unclear. The absence of the word "offer" and the lack of specific, definite terms for a "for life" benefit in the alleged contractual documents precluded the formation of a unilateral contract. Consequently, the derivative conversion claim also failed. However, the court denied summary judgment on the individual fraud-based claims (fraud, UCL, CLRA) because whether Mr. Roley's reliance on Google's communications was "justifiable" under the circumstances presented a genuine dispute of material fact, making it a question for a jury rather than a matter of law.
Analysis:
This case establishes a clear boundary for what constitutes a unilateral contract in the context of digital promotions and advertisements, reinforcing that general invitations or conditional language are insufficient. It highlights the importance for companies to use precise, explicit terms when making offers to avoid unintended contractual obligations, emphasizing clarity regarding both the required performance and the promised benefit's exact nature and duration. Conversely, the decision also illustrates the judicial reluctance to decide "justifiable reliance" as a matter of law in fraud claims, preserving it as a fact-intensive question for the jury, which can be significant for plaintiffs alleging misrepresentation.
