business located at 2700 West Plano Parkway, Plano, Texas 75075.

Stonebridge does business throughout the United States, the state of Illinois, and Cook County. 3. Defendant J.C. Penney Company, Inc. is a chain department store with locations

throughout the United States, as well as significant over-the-phone catalog and online operations. J.C. Penney is a corporation incorporated and existing under the laws of the state of Delaware, with its corporate headquarters located at 6501 Legacy Drive, Plano, Texas, 75024. J.C. Penney does business throughout the United States, the state of Illinois, and Cook County. Jurisdiction and Venue 4. The Court has jurisdiction over this action pursuant to 735 ILCS 5/2-209(a)(1)

because all Defendants do business in this state and because Plaintiff Sims is a citizen of Illinois and Cook County. 5. Venue is proper in Cook County because all Defendants do business in Cook

County and because the causes of action arose here. Facts Common to All Counts I. Post Transaction and Preacquired Account Marketing 6. Preacquired account marketing is a simple concept: a consumer purchases a

product from a retailer either online or over the phone; thereafter, the retailer shares the consumers billing and contact information with a business partner so that it may market its own product, usually a monthly membership program providing discounts. This sharing of consumer information is commonly referred to as a data pass. The retailer or merchant partner who originally acquired the billing information is paid a fee by the third party for every person who is willingly or unwillingly enrolled in that third partys program. However, because the third party receives the consumers billing information, preacquired account marketing is open to extensive 2

abuse in the form of charges stemming from unauthorized enrollment or charges beyond what was authorized. 7. The majority of consumers do not consent to the sharing of their information in

this manner, and more often than not are completely unaware that a merchant has transferred their information to a third party or that they have become enrolled in a recurring monthly membership program by that third party. In contrast, third party sellers and their merchant partners are completely aware of and act in concert to specifically design the deceptive business model at issue in this case. 8. Any possible benefits that exist from the membership programs or loyalty clubs

are rarely realized because the overwhelming majority of consumers are unaware they have been enrolled in these clubs and/or programs in the first instance or were never given accurate or full disclosures of the same. 9. However, even after thousands of complaints, a wide variety of preacquired

marketing continues to plague consumers on a daily basis. II. Stonebridges History of Deceptive Marketing 10. Defendant Stonebridge has been active in the preacquired marketing industry

since 1994. Stonebridge operates numerous membership programs, and partners with large retailers, such as Defendant J.C. Penny, to generate customer leads. Over the past decade-and-ahalf, Defendant Stonebridge has deceptively and without authorization charged tens of thousands of consumers millions of dollars for these programs. 11. Defendant Stonebridges Membership Programs include, but are not limited to:

Savings2Go, PlanPlus, LeisurePlus, MotorPlus, Everyday Bargains, Backporch, Savings Solutions, Fun Family Rewards, Fun Family Select, Perfect Home Rewards, and Perfect Home 3

Select (collectively referred to herein as the Membership Programs). Defendant Stonebridge has received thousands of complaints from consumers related to each of its Membership Programs. 12. The Membership Programs purport to provide various discounts and benefits

applicable to a variety of companies with which Stonebridge contracts. The overwhelming majority of enrolled consumers are entirely unaware they have been enrolled in a Membership program, or do not understand the terms of the membership program because they were not clearly or fully disclosed. 13. Defendant Stonebridge, through the direct assistance and partnership with

Defendant J.C. Penney, as well as other Merchant Partners, enrolls consumers in its Membership Programs either by telephone or online as consumers make a purchase from the Merchant Partners. Over the Phone Enrollment 14. Over the phone enrollment takes place in one of two ways. First, when a

consumer calls a Merchant Partner such as J.C. Penny to purchase a product, the Merchant Partners telemarketer uses a marketing technique known as an upsell to sell Stonebridges membership programs. The upsell takes place only after the customer places an order with a Merchant Partner and has already provided billing information (i.e., at the point in time when the call would normally be over). 15. The second over the phone method involves a telemarketer working directly for

Defendant Stonebridge whereby they call a consumer after they have made an online or over the phone purchase from a Merchant Partner. Stonebridge is able to call the consumer because the Merchant Partner has shared all of the consumers contact information and billing information 4

with Stonebridge prior to the call. Utilizing the consumers prior purchase with its Merchant Partner as an opening inducement to talk and gain the consumers trust, the Stonebridge telemarketer then endeavors to sell the consumer a membership program. 16. In both scenarios, all representations made by the telemarketers fail to adequately

disclose the nature and terms of the Membership Programs and specifically omit terms related to price and the negative option nature of the program. Representations made to induce consumers to enroll include offering free trials and complimentary gift cards or merchandise. The free trials are actually negative option memberships where a consumer is required to call and cancel to avoid being charged, and complimentary gifts are rarely, if ever, received. 17. In both scenarios, the telemarketers utilize a uniform script for all calls. The

telemarketers are trained to omit or gloss over any unappealing terms, and recite a script that is designed to make the offers seem appealing. Across the board, these scripts uniformly fail to adequately describe the cost and other relevant terms of enrollment in Stonebridges Membership Programs. At no point during the registration process do the telemarketers clearly disclose the terms of enrollment in the Membership Programs. Accordingly, consumers who are offered membership by these telemarketers do not understand the terms of the solicitation, or become confused by the details and fast paced description of the various offers. Online Enrollment 18. In a similar fashion, when consumers purchase online from Merchant Partners,

they are enrolled in Defendant Stonebridges Membership Programs either through negative option billing or through fictitious rebate offers presented at the time of purchase. 19. Consumers do not provide billing or account information directly to Stonebridge

in order to receive the free trial or rebate as the Merchant Partners already have it and pass it 5

onto Stonebridge. No Contact Enrollment 20. In many instances, Defendants blatantly ignore consumers who decline

enrollment in the Membership Programs either over the phone or online, and enroll consumers regardless of their response. 21. In particular, whether the billing information is originally collected on the phone

or online, Defendant Stonebridge enrolls consumers in Membership Programs without contacting the consumer, giving any form of notice, and with no consent whatsoever. Specifically, consumers are never offered the Membership Program by a telemarketer or through an online offer; instead, Defendant Stonebridge simply acquires consumers billing information from their Merchant Partners and then enrolls the consumers in their Membership Programs entirely without their knowledge or consent. 22. Additionally, it is Stonebridges common practice to enroll consumers in multiple

Membership Programs simultaneously without permission, each carrying a separate monthly or annual charge. Membership in Defendants Programs 23. Regardless of the manner in which a consumer becomes enrolled, the

overwhelming majority of consumers have no idea they are in the program or that they will subsequently be charged on a recurring monthly basis. When charges from Stonebridge do appear on a consumers bill, they are deceptively mislabeled intentionally so to reduce the likelihood of a consumer noticing the unauthorized charges. 24. Because consumers are unaware that they are being enrolled in a Membership

Program or do not understand when or how they will be charged, because the amount charged by 6

the seller is relatively small, and because the charges are disguised on consumers billing statements, consumers often do not discover these charges on their account statements until several months or even years have elapsed, if at all. 25. To add insult to injury, Stonebridge often does not supply the gift card or rebate

initially offered to entice the consumer. 26. Once consumers discover these unexplained and unauthorized charges, and then

contact Defendant Stonebridge to determine their source and demand a refund, Defendant Stonebridge steadfastly denies their claims and, without explanation or proof, contends that they consented to the charges. 27. Even more abhorrently, Defendant Stonebridge refuses to allow customers to

cancel their Membership Program subscriptions. Defendant Stonebridge extorts further profits from consumers by, among other methods, failing to answer the phone at the listed customer service telephone number, claiming to be unable to find a customers membership in the computer system (even where the customer has statements indicating current charges from Stonebridge), arguing with the customer regarding consent allegedly given, claiming that memberships can only be cancelled on specific days of the month and denying cancellation requests given on those specified days, and, most disturbingly, indicating that the membership has been cancelled, only to continue monthly billing. III. J.C. Penneys History of Data Passing and Fraudulent Membership Programs 28. Defendant J.C. Penney is a chain department store with locations throughout the

United States. Defendant J.C. Penney partners with Defendant Stonebridge to offer five Membership Programs exclusive to J.C. Penney Customers: Fun Family Rewards, Fun Family Select, Perfect Home Rewards, Perfect Home Select, and Savings Solutions, as well as enrolling 7

customers in other non-exclusive Stonebridge programs such as LeisurePlus. Consumers have complained about the enrollment and billing practices of each and every one of these Membership Programs. 29. Defendant J.C. Penney enrolls consumers in Membership Programs after both

telephone and online purchases by its customers. J.C. Penny also facilitates Defendant Stonebridge enrolling J.C. Penny customers over the phone by providing Stonebridge with its customers contact and billing information for telemarketing purposes. 30. After a customer orders by telephone, Defendant J.C. Penneys telemarketers

enroll the customer in one or more of the Membership Programs without the customers express and informed consent. The telemarketers are trained to speak quickly, and use a uniform script that fails to fully disclose the terms and conditions of enrollment in the Membership Programs. Defendant J.C. Penney and its telemarketers do not obtain the informed consent of consumers before enrolling them in the Membership Programs, and even enroll customers against their express wishes. 31. After customers place online orders, Defendant J.C. Penney uses negative option

billing and fictitious rebate offers to deceptively enroll consumers in Membership Programs without their consent. Importantly, whether by negative option or by fictitious rebate offer, Defendant J.C. Penney does not disclose the full terms of enrollment in its Membership Programs to its online customers. 32. Whether ordering by phone or online, customers do not need to provide their

contact and billing information to Defendant Stonebridge for a Membership Program because Defendant J.C. Penney has already done so. Further, Defendant J.C. Penney is fully aware that

its customers are not fully informed of the terms of enrollment in the Membership Programs, and do not consent to the enrollment. 33. Defendant J.C. Penney substantially profits through its illegal enrollment

practices and its partnership with Defendant Stonebridge. Defendant J.C. Penney receives a percentage of the revenue obtained from each customer it enrolls or facilities the enrollment of in Defendant Stonebridges membership programs. Defendant J.C. Penney has a vested interest in perpetuating and expanding the fraud that Defendant Stonebridge perpetrates on consumers. Facts Relating to Plaintiff Bernadine Sims 34. In or around 2004, Plaintiff Sims ordered a product over the telephone from

Defendant J.C. Penney, using her J.C. Penney credit card. As a result of making this purchase, Plaintiff later became enrolled in a free trial offer of Stonebridges LeisurePlus Membership Program. 35. In the days following her phone call and purchase with Defendant J.C. Penny, a

telemarketer from Defendant Stonebridge called her. Stonebridge had acquired her contact information and purchase history from J.C. Penny, and used her recent purchase as an inducement to upsell her additional products. Specifically, in describing the Stonebridge product, the telemarketer misrepresented and/or omitted the price, the full terms of enrollment, the negative option nature of the enrollment, and that Plaintiff would need to take affirmative action to avoid being charged. 36. Based on the representations and omissions made by the telemarketer, Plaintiff

believed she was enrolling in a limited free trial of LeisurePlus, that her membership would expire after the trial period ended, and that she could cancel her membership at any time.

37.

Despite the representations made by Defendant J.C. Penneys telemarketer,

Plaintiffs enrollment in LeisurePlus renewed automatically at the end of her trial period, and she has been charged a monthly enrollment fee on a continuing basis ever since. Defendant J.C. Penny received and continues to receive compensation for charges placed on Plaintiffs account by Defendant Stonebridge. 38. Immediately upon realizing that she was being charged after the expiration of the

six-month trial, Plaintiff contacted Defendant Stonebridge to inquire about the basis for the continued, unauthorized charges on her account. Defendant Stonebridges customer service representative told Plaintiff that she had consented to automatic renewal of her membership at the expiration of the trial period. Plaintiff was not aware of any automatic renewal provision, and never consented to automatic renewal of any Stonebridge Membership Program. 39. After realizing she had been auto-enrolled without her permission, she attempted

to actually use the service so as to gain some benefit from the unauthorized charges. However, when Plaintiff attempted to use her LeisurePlus membership to receive a discount while traveling, in direct contradiction to what Plaintiff was originally told, Defendant Stonebridges customer service representative informed her that such benefits were not provided by her enrollment in LeisurePlus. 40. After discovering that she was still enrolled in LeisurePlus, and that it provided

her with no benefit, Plaintiff repeatedly tried to cancel her membership. However, Stonebridge informed her that she could only cancel her membership on the same day of the month on which she enrolled initiallythe 18th of the month. 41. Despite the completely arbitrary nature of this alleged requirement, Plaintiff

followed Defendant Stonebridges instructions and attempted to cancel her membership on the 10

18th of the month. When she did call on the 18th, Defendant Stonebridges telemarketers told Plaintiff Sims that she could not cancel her membership at that timedespite their previous assurances to the contrary. 42. Since attempting to cancel on the 18th, Plaintiff has attempted to cancel her

membership on at least four separate occasions, to no avail. Plaintiff is still enrolled in LeisurePlus, has yet to receive any benefits from her enrollment, and is still charged monthly for her enrollment. 43. Since being enrolled in 2004, Plaintiff has been charged between $6.00 and $9.00

each and every month for membership in the LeisurePlus Membership Programa membership she became enrolled in without giving her informed consent, which she has never used, and has repeatedly tried to cancel. 44. Plaintiff Sims. Amount in Controversy 45. Plaintiff makes no specific allegation that the amount in controversy (including Defendant Stonebridge has yet to refund any of the hundreds of dollars owed to

requests for attorneys fees, injunctive relief, etc.) exceeds any specific amount. Specifically, Plaintiff makes no allegations that the amount in controversy exceeds $5,000,000. Class Allegations 46. Plaintiff brings this action pursuant to 735 ILCS 5/2-801 on behalf of herself and

a Class and four SubClasses: Stonebridge Class: Plaintiff brings this action on behalf of herself and a Class of similarly situated individuals, defined as follows:

11

All individuals who were enrolled in a Stonebridge Membership Program and who never utilized or otherwise benefited from Stonebridges Membership Programs. Cancellation Subclass: Plaintiff brings this action on behalf of herself and a SubClass of similarly situated individuals, defined as follows: All individuals who were enrolled in a Stonebridge Membership Program and attempted to cancel their membership and were subsequently charged by Stonebridge for the Membership Program. Bank Account Subclass: Plaintiff brings this action on behalf of herself and a SubClass of similarly situated individuals, defined as follows: All Stonebridge Class Members who had monthly membership fees debited directly from their bank accounts. J.C. Penney SubClass: Plaintiff brings this action on behalf of herself and a SubClass of similarly situated individuals, defined as follows: All Stonebridge Class Members who were enrolled in a Stonebridge Membership Program after purchasing a product from Defendant J.C. Penney Company, Inc. Illinois SubClass: Plaintiff Sims brings this action on behalf of herself and a SubClass of similarly situated individuals, defined as follows: All Stonebridge Class Members who are citizens of the State of Illinois. The following people are excluded from the Class and SubClasses: 1) any Judge or Magistrate presiding over this action and members of their families; 2) Defendants, Defendants subsidiaries, parents, successors, predecessors, and any entity in which the Defendant or its parents have a controlling interest and its current or former employees, officers and directors; 3) persons who properly execute and file a timely request for exclusion from the Class and SubClasses; 4) the legal representatives, successors, or assigns of any such excluded persons; 12

and 5) all persons who have previously had claims similar to those alleged herein finally adjudicated or who have released their claims against Defendants. 47. Hereinafter, the above-described Class and SubClasses shall be collectively

referred to as Classes for purposes of this Complaint. 48. Numerosity: The exact number of the members of the Classes is unknown and

not available to the Plaintiff, but it is clear that individual joinder is impracticable. On information and belief, Defendants have deceived thousands of consumers who fall into the definition set forth in the Classes. Members of the Classes can be identified through Defendants records. 49. Typicality: Plaintiffs claims are typical of the claims of other members of the

Classes, as Plaintiff and other members of the Classes sustained damages arising out of the wrongful conduct of Defendants, based upon the same representations made uniformly to Plaintiff and the public. 50. Adequate Representation: Plaintiff will fairly and adequately represent and

protect the interests of the Classes, and has retained counsel competent and experienced in complex class actions. Plaintiff has no interest antagonistic to those of the Classes, and Defendants have no defenses unique to the Plaintiff. 51. Predominance and Superiority: This class action is appropriate for certification

because class proceedings are superior to all other available methods for the fair and efficient adjudication of this controversy, since joinder of all parties is impracticable. The damages suffered by the individual members of the Classes will likely be relatively small, especially given the burden and expense of individual prosecution of the complex litigation necessitated by the actions of Defendants. It would be virtually impossible for the individual members of the 13

Classes to obtain effective relief from Defendants misconduct. Even if members of the Classes could sustain such individual litigation, it would still not be preferable to a class action, because individual litigation would increase the delay and expense to all parties due to the complex legal and factual controversies presented in this Complaint. By contrast, a class action presents far fewer management difficulties and provides the benefits of single adjudication, economy of scale, and comprehensive supervision by a single Court. Economies of time, effort, and expense will be fostered and uniformity of decisions ensured. 52. Commonality: There are many questions of law and fact common to the claims

of Plaintiff and the Classes, and those questions predominate over any questions that may affect individual members of the Classes. Common questions for the Classes include, but are not limited to the following: (a) Whether Defendants conduct described herein violates the Illinois

Consumer Fraud and Deceptive Business Practices Act (815 ILCS 505/1 et seq.); (b) Whether Defendants conduct described herein violates the Automatic

Contract Renewal Act (815 ILCS 601/1 et seq.); (c) Whether Defendants conduct described herein violates the Electronic

Funds Transfer Act (15 U.S.C. 1693e, et seq.); (d) Whether Defendant Stonebridges conduct described herein constitutes

unjust enrichment; (e) (f) Whether Defendants conduct described herein constitutes negligence; Whether Defendants conduct described herein constitutes fraud by

omission;

14

(g)

Whether Defendant J.C. Penneys conduct described herein constitutes

breach of contract; (h) Whether Defendant Stonebridges conduct described herein constitutes

breach of contract. COUNT I Violation of the Illinois Consumer Fraud and Deceptive Business Practices Act (815 ILCS 505/1 et seq.) (On Behalf of the Plaintiff and the Classes) 53. 54. Plaintiff incorporates by reference the foregoing allegations. The Illinois Consumer Fraud and Deceptive Business Practices Act (ICFA)

(815 ILCS 505/1 et seq.) protects both consumers and competitors by promoting fair competition in commercial markets for goods and services. 55. The ICFA prohibits any unlawful, unfair, or fraudulent business acts or practices

including the employment of any deception, fraud, false pretense, false promise, misrepresentation, or the concealment, suppression, or omission of any material fact. 56. As described herein, Defendants continuing practice of charging, and facilitating

the charging of, the credit cards and bank accounts of members of the Classes for Stonebridges Membership Programs without authorization, constitutes a deceptive act or practice in violation of the ICFA. 57. The price, terms, and duration of a consumer product or service are material terms

of any transaction as they are likely to affect a consumers choice of, or conduct regarding, whether to purchase a product or service. Any deception related to the price, terms, and duration of a consumer product are materially misleading.

15

58.

Defendants omission of the price, terms, and duration of the Membership

Programs, or the fact that Plaintiff and the Classes would be charged at all, was an act likely to mislead Plaintiff and members of the Classes acting reasonably under the circumstances and constitutes an unfair and deceptive trade practice in violation of the ICFA. 59. Defendant J.C. Penney violated the unfair prong of the ICFA by accepting the

J.C. Penney SubClass members confidential billing information with the intent to transfer such information to Defendant Stonebridge in furtherance of their fraudulent and deceptive scheme. The injuries caused by Defendant J.C. Penneys conduct are not outweighed by any countervailing benefits to consumers or competition, and the members of the J.C. Penney SubClass could not have reasonably avoided the injuries they sustained. 60. Defendant J.C. Penney intended that Plaintiff Sims and members of the J.C.

Penney SubClass would rely on its deceptive conduct and submit payment information. 61. Defendant Stonebridge violated the unfair prong of the ICFA by accepting the

Class members confidential billing information without express consent after Defendant J.C. Penney, and its other Merchant Partners, which induced members of the Classes to submit the information for unrelated products or services, and omitted the fact that such information would then be passed on to Defendant Stonebridge and used for purposes of levying unauthorized charges. The injuries caused by Defendant Stonebridges conduct are not outweighed by any countervailing benefits to consumers or competition, and the members of the Classes could not reasonably have avoided the injuries they sustained. 62. Defendants knew that Plaintiff and the members of the Classes would be unaware

that by submitting their payment information to Defendant J.C. Penney, and other Merchant

16

Partners, that J.C. Penney, and other Merchant Partners would then pass that information to Defendant Stonebridge. 63. Defendants violated the unfair prong of the ICFA because their actions caused

substantial injury to consumers by causing their credit cards and bank accounts to be charged and debited without consent after inducing consumers to submit their information through deceptive marketing. The injury caused by Defendants conduct is not outweighed by any countervailing benefits to consumers or competition, and the injury is one that consumers themselves could not have reasonably avoided. 64. Defendants have also violated the fraudulent prong of the ICFA in that their

statements, advertisements, and representations that consumers have consented to be charged for the Membership Programs are false, and were likely to deceive a reasonable consumer. 65. Defendants have violated the unlawful prong of the ICFA in that Defendants

conduct violated the Automatic Contract Renewal Act (815 ILCS 601/1 et seq.) (See Count II), and the Electronic Funds Transfer Act (15 U.S.C. 1693e, et seq.) (See Count III). 66. Defendants intended that Plaintiff and the Classes would rely on Defendants

material misrepresentations, and would submit their credit card numbers and bank account information to Defendants. 67. Plaintiffs and the Classes have suffered harm as a proximate result of Defendants

violations of law and the wrongful conduct alleged herein. 68. 69. Plaintiff and the Classes have suffered damages in the form of monies lost. Defendants deception occurred during and after the marketing and sale of

consumer goods and services, and therefore occurred in the course of trade and commerce.

17

70.

Plaintiff and the members of the Classes seek an order (1) permanently enjoining

Defendants from continuing to engage in unfair and unlawful conduct; (2) requiring Defendants to pay actual, compensatory and punitive damages pursuant to 815 ILCS 505/10a(a); (3) requiring Defendants to make full restitution of all funds wrongfully obtained; and (4) requiring Defendants to pay interest, attorneys fees, and costs pursuant to 815 ILCS 505/10a(c). COUNT II Violation of the Automatic Contract Renewal Act (815 ILCS 601/1 et seq.) (On Behalf of the Illinois SubClass) 71. 72. Plaintiff Sims incorporates by reference the foregoing allegations. The Automatic Contract Renewal Act (ACRA) (815 ILCS 601/1, et seq.)

requires an entity enrolling a consumer in an automatically renewing contract to provide the renewal provision to the consumer in a clear and conspicuous manner. Failure to provide the provision in a clear and conspicuous manner deems the automatic renewal provision unenforceable by the party who prepared the contract or directed its preparation. 73. Representations made by Defendants failed to notify Plaintiff Sims and the

Illinois SubClass in a clear and conspicuous manner of the recurring nature of the charges Defendants assess and that the charges would be indefinitely renewed on a monthly basis. 74. Defendants intentionally conceal and misrepresent the nature of the charges,

including the actual cost and the frequency with which members of the Illinois SubClass will be charged. 75. Defendants violations of the ACRA constitute unlawful practices under the

Consumer Fraud and Deceptive Business Practices Act (815 ILCS 505/1, et seq.).

18

76.

Plaintiff, on her own behalf, and on behalf of the Illinois SubClass, seeks: (1) an

order requiring Defendants to immediately stop the unlawful practices stated in this Complaint, and preventing Defendants from enforcing any automatic renewal provisions against Plaintiffs and the Illinois SubClass; (2) damages; (3) interest; and (4) attorneys fees and costs. COUNT III Violations of the Electronic Funds Transfer Act (15 U.S.C. 1693e) (On Behalf of the Bank Account SubClass) 77. 78. Plaintiff incorporates by reference the foregoing allegations. As described herein, Defendant Stonebridge initiated, and Defendant J.C. Penney

profited from, electronic transfers of funds for unauthorized Membership Programs from the bank accounts of Plaintiff and the Bank Account SubClass on a recurring basis, at substantially regular intervals, without first obtaining written authorization from them or providing them with a copy of any such purported authorization. 79. 80. Therefore, Defendants have violated 15 U.S.C. 1693e. Plaintiff and the members of the Bank Account SubClass have suffered damages

as a result of Defendants violations of 15 U.S.C. 1693e. Accordingly, pursuant to 15 U.S.C. 1693m, Plaintiff and the members of the Bank Account SubClass seek actual damages, statutory damages, reasonable costs and attorneys fees, and an injunction permanently enjoining Defendants from continuing to engage in the unlawful conduct alleged herein. COUNT IV Restitution/Unjust Enrichment (in the alternative to breach of contract) (On Behalf of the Plaintiff and the Class as Against Defendant Stonebridge Only) 81. Plaintiff incorporates by reference the foregoing allegations, excluding paragraphs

119 through 126. 19

82.

Plaintiff and members of the Classes have no valid contractual relationship with

Defendant Stonebridge. 83. Stonebridge knowingly and without authorization charged and debited the credit

and bank accounts of Plaintiff and the members of the Classes for its Membership Programs. 84. As a result, and despite having no valid or legal basis to do so, Defendant

Stonebridge unjustly received and continues to receive monetary benefits in the form of Membership Program fees charged to those accounts. 85. 86. 87. Defendant Stonebridge appreciates and/or has knowledge of those benefits. Plaintiff and the Classes have no adequate remedy at law against Stonebridge. Under principles of equity and good conscience, Defendant Stonebridge should

not be permitted to retain the money belonging to Plaintiff and the members of the Classes that Defendant Stonebridge unjustly received as a result of its unlawful actions. 88. Plaintiff, individually and on behalf of the Classes, seeks restitution for Defendant

Stonebridges unlawful conduct, as well as interest, costs, and reasonable attorneys fees. COUNT V Negligence (On Behalf of the Plaintiff and the Classes) 89. 90. Plaintiff incorporates by reference the foregoing allegations. In acquiring Plaintiff Simss and J.C. Penney SubClass Members credit card and

bank account information, Defendant J.C. Penney had a duty to inform Plaintiff Sims and J.C. Penney SubClass members of the purposes for which such information would be used. 91. In acquiring Plaintiffs and the Class Members credit card and bank information,

Defendant Stonebridge had a duty to only place charges on those accounts with the informed and explicit consent of Plaintiff and the members of the Classes. 20

92.

By facilitating and profiting from the misuse of Plaintiff Simss and the J.C.

Penney SubClass Members information, and failing to adequately protect Plaintiff Simss and the J.C. Penney SubClass Members information, Defendant J.C. Penney was grossly negligent and departed from all reasonable standards of care. 93. By failing to obtain Plaintiffs and the Class Members informed express consent

to place charges on their accounts, Defendant Stonebridge was grossly negligent and departed from all reasonable standards of care. 94. Plaintiff Simss and the J.C. Penney SubClass Members injuries were reasonably

foreseeable as Defendant J.C. Penney was aware when it obtained Plaintiff Simss and the J.C. Penney SubClass Members information that it would subsequently transfer such information to Defendant Stonebridge, and that Stonebridge would misuse the information to fraudulently enroll and renew Plaintiff Sims and the J.C. Penney SubClass Members in its Membership Programs. 95. Plaintiffs and Class Members injury was reasonably foreseeable as Defendant

Stonebridge was aware that it had failed to acquire informed and explicit consent to charge their credit card and bank accounts for its Membership Programs. 96. Neither Plaintiff nor the other members of the Classes contributed to the

Defendants placing unauthorized charges on their accounts. 97. As a direct and proximate result of Defendants failure to exercise reasonable care

and their acts of placing charges on the accounts of Plaintiff and members of the Classes without authorization, Plaintiff and members of the Classes were injured in the form of monies lost. COUNT VI Fraud by Omission (On Behalf of the Plaintiff and the Classes) 98. Plaintiff incorporates by reference the foregoing allegations. 21

99.

Based on Defendants material omissions, Plaintiff and the members of the

Classes did not reasonably expect to be charged by Defendant Stonebridge for its Membership Programs without authorization. 100. Defendant J.C. Penney knew that it did not have informed and explicit consent to

transfer Plaintiff Sims and the J.C. Penney Class Members credit card and bank information to Defendant Stonebridge for indefinite enrollment in its Membership Programs. 101. Defendant Stonebridge knew that it did not have informed and explicit consent to

charge Plaintiff and members of the Classes for its Membership Programs. 102. Defendant J.C. Penney concealed from and failed to disclose to Plaintiff Sims and

the J.C. Penney SubClass Members that it would sell or otherwise transfer their credit card or bank information to Defendant Stonebridge for indefinite enrollment in Membership Programs without consent. 103. Defendant Stonebridge concealed from and failed to disclose to Plaintiff and to

members of the Classes that it would charge them repeatedly and indefinitely for its membership programs without consent. 104. Defendant J.C. Penney was under a duty to disclose to Plaintiff Sims and the

members of the J.C. Penney SubClass that it intended to sell or transfer their credit card or bank account information to Defendant Stonebridge for indefinite enrollment in Membership Programs because: (1) Defendant J.C. Penney was in a superior position to know the true state of facts about its possession of Plaintiff Simss and the J.C. Penney SubClass Members credit card and bank account information and the terms of its contract for sale or transfer of such information with Defendant Stonebridge; (2) Plaintiff Sims and the J.C. Penney SubClass Members could not reasonably have been expected to learn or discover that J.C. Penney 22

representatives would offer Stonebridge products, and intended to transfer Plaintiff Simss and the J.C. Penney SubClass Members account information to Defendant Stonebridge for indefinite enrollment in Membership Programs; and (3) Defendant J.C. Penney knew that Plaintiff Sims and the J.C. Penney SubClass Members could not reasonably have been expected to learn or discover that J.C. Penney representatives would offer Stonebridge products, and intended to transfer Plaintiff Simss and the J.C. Penney SubClass Members account information to Defendant Stonebridge. 105. Defendant Stonebridge was under a duty to disclose to Plaintiffs and the members

of the Classes that it intended to charge their accounts for its Membership Programs because: (1) Defendant Stonebridge was in a superior position to know the true state of facts about its possession of Plaintiffs and Class Members credit and bank card information and the terms of its Membership Programs; (2) Plaintiff and the Class Members could not reasonably have been expected to learn or discover that Defendant Stonebridge was in possession of their account information and that Stonebridge intended to place charges on those accounts without authorization; and (3) Defendant Stonebridge knew that Plaintiff and the Class Members could not reasonably have been expected to learn or discover that Defendant Stonebridge was in possession of their account information and that Defendant Stonebridge intended to place charges on those accounts without authorization. 106. The facts concealed or not disclosed by Defendants to Plaintiff and the members

of the Classes are material in that a reasonable consumer would have considered them to be important in deciding whether to allow access to their billing information and whether to enroll in Defendant Stonebridges Membership Programs.

23

107. detriment. 108.

Plaintiff and the Classes justifiably relied on the omissions of Defendants to their

The detriment is evident from the submission of Plaintiffs and the members of

the Classes credit card and bank information and the levying of unauthorized charges on the accounts of Plaintiff and members of the Classes, and the monies lost as a result. 109. As a direct and proximate result of Defendants misconduct, Plaintiff and the

Classes have suffered and will continue to suffer actual damages in the form of monies taken by Defendants. COUNT VII Breach of Contract (On Behalf of Plaintiff Sims and the J.C. Penney SubClass as Against Defendant J.C. Penny Only) 110. Plaintiff Sims incorporates by reference the forgoing allegations, excluding

paragraphs 81 through 88. 111. J.C. Penney on the one hand, and Plaintiff Sims and members of the J.C. Penney

SubClass on the other, entered into valid and enforceable contracts whereby members of the J.C. Penney SubClass submitted their confidential payment information to buy products sold by Defendant J.C. Penney. When making these purchases, Plaintiff and members of the J.C. Penney SubClass agreed to only be billed a specific dollar amount for those products or services. 112. A material term of those contracts required Defendant J.C. Penney to only charge

Plaintiff and members of the J.C. Penney SubClass the agreed upon purchase price of the products or services that the J.C. Penney SubClass wished to purchase. 113. A material term of the contract entered into by Plaintiff Sims and the J.C. Penney

SubClass with Defendant J.C. Penney required that J.C. Penney only share Plaintiff Simss and 24

J.C. Penney SubClass members confidential payment information with those persons or entities expressly authorized to receive it. 114. Plaintiff and other members of the J.C. Penney SubClass did not assent to

Defendant J.C. Penney transmitting their confidential payment information to Defendant Stonebridge for the purpose of indefinite enrollment in Membership Programs, they did not assent to being billed for any additional charges, and they did not reasonably expect that they would be billed for any undisclosed charges, including indefinite enrollment in Defendant Stonebridges Membership Programs. 115. Plaintiff and members of the J.C. Penney SubClass did not enter into contracts

with Defendant Stonebridge for indefinite, non-cancellable, and automatically renewing enrollment in Membership Programs. 116. Through their unlawful conduct alleged herein, including transmitting Plaintiffs

and the J.C. Penney SubClass members confidential payment information to Defendant Stonebridge without full and informed consent, Defendant J.C. Penney materially breached the terms of their contracts with Plaintiff and members of the J.C. Penney SubClass. 117. As a direct and proximate result of Defendant J.C. Penneys breaches alleged

herein, Plaintiff and other members of the J.C. Penney SubClass suffered damages in the form of moneys lost. 118. Plaintiff Sims, individually and on behalf of the J.C. Penney SubClass, seeks to

recover all damages incurred as a result of Defendant J.C. Penneys breach of their contracts, as well as interest, costs, and reasonable attorneys fees.

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COUNT VIII Breach of Contract (On Behalf of Plaintiff Sims and the Cancellation SubClass as Against Defendant Stonebridge Only) 119. Plaintiff Sims incorporates by reference the forgoing allegations, excluding

paragraphs 81 through 88. 120. Stonebridge on the one hand, and Plaintiff Sims and members of the Cancellation

SubClass on the other, entered into a contract whereby members of the Cancellation SubClass were enrolled a Stonebridge Membership Program and were charged a monthly fee. 121. A material term of those contracts required Defendant to stop charging Plaintiff

and members of the Cancellation SubClass if they cancelled the Membership Program. 122. Plaintiff and other members of the Cancellation SubClass took steps to cancel

their enrollment in the Membership Programs by directly contacting Stonebridge to stop future charges. 123. Thereafter, Stonebridge continued to charge members of the Cancellation

SubClass in the face of their express request to cancel. 124. By charging Cancellation SubClass Members following their request to cancel,

Defendant Stonebridge materially breached the terms of its contracts with Plaintiff and members of the Cancellation SubClass. 125. As a direct and proximate result of Stonebridges breach alleged herein, Plaintiff

and other members of the Cancellation SubClass suffered damages in the form of monies lost. 126. Plaintiff Sims, individually and on behalf of the Cancellation SubClass, seeks to

recover all damages incurred as a result of Defendant Stonebridges breach, as well as interest, costs, and reasonable attorneys fees. 26

COUNT IX Restitution/Unjust Enrichment (in the alternative to breach of contract) (On Behalf of the Plaintiff and the Cancellation SubClass as Against Defendant Stonebridge Only) 127. Plaintiff incorporates by reference the foregoing allegations, excluding paragraphs

110 through 126. 128. Plaintiff and members of the Cancellation SubClass had no valid contractual

relationship with Defendant Stonebridge and/or any contract with Defendant Stonebridge was terminated. 129. Stonebridge knowingly and without authorization charged and debited the credit

and bank accounts of Plaintiff and the members of the Cancellation SubClass for its Membership Programs after Cancellation SubClass Members affirmatively cancelled their enrollment. 130. As a result of Stonebridges post-cancellation charges, and despite having no

valid or legal basis to do so, Defendant Stonebridge unjustly received and continues to receive monetary benefits in the form of Membership Program fees charged to those accounts. 131. 132. Defendant Stonebridge appreciates and/or has knowledge of those benefits. Plaintiff and the Cancellation SubClass Members have no adequate remedy at law

against Stonebridge. 133. Under principles of equity and good conscience, Defendant Stonebridge should

not be permitted to retain the money belonging to Plaintiff and the members of the Cancellation SubClass that Defendant Stonebridge unjustly received as a result of its unlawful actions. 134. Plaintiff, individually and on behalf of the Cancellation SubClass, seeks

restitution for Defendant Stonebridges unlawful conduct, as well as interest, costs, and reasonable attorneys fees. 27

PRAYER FOR RELIEF WHEREFORE, Plaintiff Bernadine Sims, on behalf of herself and the members of the Class and SubClasses, prays for the following relief: a. Certify this case as a class action on behalf of the Classes defined above, appoint

Plaintiff as the Class representatives, and appoint her counsel as Class Counsel; b. Declare that Defendants actions, as set out above, violate 815 ILCS 505/1, et

seq., 815 ILCS 601/1, et seq., and 15 U.S.C. 1693e, and constitute unjust enrichment, negligence, fraud by omission, and breach of contract; c. Award all economic, monetary, actual, consequential, statutory and compensatory

damages caused by Defendants conduct; d. Award Plaintiffs and the Classes civil penalties and/or punitive damages for

violations of the above-cited statutes and law; e. Award restitution against Defendants for all money to which Plaintiff and the

Classes are entitled in equity; f. g. h. Award Plaintiff and the Classes reasonable costs and attorneys fees; Award Plaintiff and the Classes pre-and post-judgment interest; Enter judgment for injunctive, statutory, and/or declaratory relief as is necessary

to protect the interests of Plaintiff and the Classes; and, i. Award such other and further relief as equity and justice may require.

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