CrowdSuit, LLC, Appellant,

This opinion will be unpublished and
may not be cited except as provided by
Minn. Stat. § 480A.08, subd. 3 (2018).

STATE OF MINNESOTA
IN COURT OF APPEALS
A17-1733

CrowdSuit, LLC,
Appellant,

vs.

AT & T Mobility, LLC,
Respondent.

Filed December 24, 2018
Reversed
Connolly, Judge

Hennepin County District Court
File No. 27-CV-15-16241

Matthew L. Woods, Stephen P. Safranski, Peter N. Surdo, Robins Kaplan LLP,
Minneapolis, Minnesota (for appellant)

Karla M. Vehrs, Ballard Spahr LLP, Minneapolis, Minnesota; and

Kevin S. Ranlett (pro hac vice), Mayer Brown LLP, Washington, D.C. (for respondent)

Considered and decided by Connolly, Presiding Judge; Schellhas, Judge; and Reyes,
Judge.
U N P U B L I S H E D O P I N I O N
CONNOLLY, Judge
Appellant/cross-respondent, (appellant) is the assignee of lawsuits brought by seven
customers of respondent /cross-appellant, (respondent) a provider of cellular service,

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claiming breach of contract based on data -speed limit ations applied to unlimited-data
plans. Respondent moved to dismiss, in part on the ground that appellant lacked standing
to bring the lawsuit because an aggregated lawsuit was precluded by respondent’s contract
with its customers. The district court denied the motion to dismiss. Because we conclude
that this aggregated lawsuit was precluded by the parties’ contract, we reverse the denial
of the motion to dismiss and do not address the other issues raised in the motion to dismiss
or the issues in the parties’ subsequent cross-summary-judgment motions.
FACTS
When Apple, Inc. released its i Phone in 2007, respondent AT&T Mobility, LLC ,
then the sole United States provider of wireless services, offered a single data plan:
unlimited data for a fixed monthly price. In 2010, ne twork congestion resulted in
respondent discontinuing unlimited data and offering tiered plans, whereby customers paid
for a fixed monthly volume of data and were charged a fee if they exceeded that volume.
Customers who already had unlimited -data plans w ere given the option of changing
immediately to a tiered plan or “grandfathering,” i.e., waiting until their unlimited -data
plan expired and then changing to a tiered plan ; th ese were known as grandfathered
customers.
In 2011, AT&T established and publicized a policy whereby the top five percent of
the grandfathered customers in terms of amount of data used would have their data speed
temporarily reduced until the end of the monthly billing cycle. Grandfathering customers
were informed if they were near the top five percent. In 2012, AT&T set fixed thresholds
of data use for reducing data speed. In 2014, the policy was refined so that speed was

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reduced only for grandfathered customers who were using data in a congested area and
only by an amount comme nsurate with the congestion, referred to as dynamic reduction.
Dynamic reduction was adopted for all grandfathering customers in May 2015.
The contract between AT&T a nd its customers, known as the Wireless Customer
Agreement (WCA), provided for resolution of disputes arising between AT&T and its
customers. In relevant part, it says:
[W]e each agree to resolve those disputes through binding
arbitration or small claims court instead of in courts of
general jurisdiction. . . .
. . . .
. . . Notwithstanding the foregoing [agreement to arbitrate],
either party may bring an individual action in small claims
court. . . . You agree that, by entering into this Agreement,
you and AT&T are each waiving the right . . . to participate
in a class action.
. . . .
YOU AND AT&T AGREE THAT EACH MAY BRING
CLAIMS AGAINST THE OTHER ONLY IN YOUR OR
ITS INDIVIDUAL CAPACITY, AND NOT AS A
PLAINTIFF OR CLASS MEMBER IN ANY
PURPORTED CLASS OR REPRESENTATIVE
PROCEEDING.

WCA 2.1, 2.2 (1), (6).
In June 2015, appellant CrowdSuit LLC, an entity that informed customers of large
wireless companies that they might have claims against the companies and asked the m to
assign those claims by clicking an “assign your claim” button on the CrowdSuit website,
brought this action in conciliation court against AT&T on behalf of seven grandfathering
customers who assign ed their claims (the assignors) .1 The conciliation c ourt hearing

1 There were actually ten assignors, but CrowdSuit dropped three of the claims.

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resulted in a ruling for AT&T. CrowdS uit then removed the case to district court, where
AT&T filed a motion to dismiss, arguing, among other things, that CrowdSuit had not
brought an individual action but “an aggregated claim on behalf of a so-called “tranche” of
[seven] customers, seeking to resolve each of their claims in a single proceeding.” The
district court rejected this argument on the ground that “CrowdSuit is suing in its individual
capacity as owner of [seven] c laims,” rejected AT&T’s other arguments, and denied its
motion to dismiss.
The matter was transferred to another district cour t judge, and both parties moved
for summary judgment. AT&T’s motion was grante d; CrowdSuit’s motion was denied.
CrowdSuit appealed from the denial; AT&T filed a notice of related appeal from the denial
of its motion to dismiss.
D E C I S I O N
In its motion to dismiss, AT&T argued that CrowdSuit lacked standing to bring the
lawsuit because the WCA provided that AT&T customers could sue only as individuals .
The legal question of standing to sue is reviewed de novo. Nash v. Wollan, 656 N.W.2d
585, 588 (Minn. App. 2003) (addressing the question of standing in the context of an
individual). Here, the question is governed by the parties’ contract, the WCA. Absent
ambiguity, the interpretation of a contract is a question of law and is also reviewed de novo.
Valspar Refinish, Inc. v. Gaylord’s, Inc ., 764 N.W.2d 359, 364 (Minn. 2009). “The
primary goal of contract interpretation is to ascertain and enforce the intent of the parties.”
Id.

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The assignors had explicitly agreed to bring c laims against AT&T only in their
individual capacities and not as members of any purported class or representative
proceeding. Nothing in the WCA indicates that the parties to it intended disputes to be
resolved collectively, or by third parties, or both. AT&T and its customers clearly intended
that any dispute would be resolved one -on-one, whether in small-claims court or through
arbitration.2 The assignors, all of whom had explicitly agreed to resolve their disputes as
individuals, could not engage in a collective district court action . CrowdSuit lacked
standing to bring this lawsuit, and the district court erred in not dismissing it on that basis.
Reversed.

2 The WCA even provided that , unless both parties agreed otherwise, an arbitrator “may
not consolidate more than one person’s claims, and may not otherwise preside over any
form or a representative or class proceeding.” WCA 2.2(6).