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However, Defendants fail to acknowledge that Defendants' delayed disclosures are likely to have harmed Plaintiffs in the interim. Plaintiffs did not even know that they should take any remedial actions during the periods of Defendants' delayed disclosures.

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Moreover, contrary to Defendants' suggestion, the actions that Plaintiffs took after the fact do not conclusively determine what actions they would have taken if they had been alerted before the fact. The FAC provides at least one good reason why Plaintiffs may not have ceased their use of Yahoo Mail after the fact—namely, Plaintiffs have already established their "digital identities around Yahoo Mail.


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Plaintiffs can consistently plead that they took minimal or no action after learning of the security defects but that they "would have taken measures to protect themselves" if they had been informed beforehand. Accordingly, Plaintiffs have plausibly alleged the necessary element of reliance.

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Defendants argue that, except for Plaintiff Neff, Plaintiffs do not properly plead damages from the concealment. Specifically, Defendants contend that Plaintiffs are limited to recovering out-of-pocket losses. The out-of-pocket measure is designed to put the plaintiff in the financial position he or she was in prior to the transaction. Rothwell , 10 Cal.

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Under that measure, Defendants contend, Plaintiffs with free Yahoo accounts have suffered no damage because they did not pay anything to use Yahoo Mail. Section a states that "[o]ne defrauded in the purchase, sale or exchange of property is entitled to recover the difference between the actual value of that with which the defrauded person parted and the actual value of that which he received. It does not. In Alliance Mortgage , the plaintiff claimed fraud in the inducement of a loan for the purchase of real property.

In Fladeboe v. American Isuzu Motors Inc. Moreover, in all of Defendants' district court cases, the underlying fraud claim was based in contract. See Song Fi, Inc.

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Google, Inc. Viacom, Inc. This case is different, as no exchange of property occurred and Plaintiffs' claim does not sound in contract. The California Court of Appeal has ruled that, for the tort of deceit, "the appropriate measure of damages is defined by Civil Code sections and Frank J. Sanders Lincoln Mercury, Inc. Stewart Title of Cal.

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Neither of those statutes is limited to out-of-pocket losses. Specifically, Plaintiffs assert breach of contract in Count Five, breach of implied contract in Count Six, and breach of the implied covenant of good faith and fair dealing in Count Seven. Defendants move to dismiss these claims to the extent that they seek consequential damages in light of the limitations of liability in Defendants' Terms of Service. Plaintiffs argue that they have adequately pled that Defendants' limitation-of-liability provisions are unconscionable.

Alternatively, Plaintiffs argue that their claims seek direct damages from Defendants' breach of contractual obligations. Because the Court agrees that Plaintiffs have adequately pled unconscionability, the Court need not address Plaintiffs' alternative argument. Defendants argue that their Terms of Service bar recovery for damages other than direct damages.

Specifically, Defendants point out that Yahoo's Terms of Service contained the following clause limiting Yahoo's liability:.

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FAC, Ex. Aabaco's Terms of Service contained the same clause limiting Aabaco's liability. Plaintiffs argue that these limitations of liability are unconscionable. In order to state a claim that a contractual term is unconscionable, Plaintiffs must allege facts showing that the term is both procedurally and substantively unconscionable.

Pokorny v. Quixtar, Inc. U—Haul Co. Although unconscionability is ultimately a question of law, "numerous factual inquiries bear upon that question.

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FMC Corp. Plaintiffs have adequately alleged oppression and surprise to support procedural unconscionability. Plaintiffs plead such a circumstance in alleging that Defendants' liability limitations appear near the end of the 12—page legal Terms of Service document where the Terms of Service are contained in an adhesion contract and customers may not negotiate or modify any terms. New Cingular Wireless Servs. Defendants also argue that California courts agree "that contracts for nonessential recreational activities cannot be procedurally unconscionable. The DirecTV Grp. July 14, Defendants do not, however, explain how email qualifies as a recreational activity.

In fact, the FAC highlights how users have "built their digital identities around Yahoo Mail," using the service for banking, stock trading, and medical information. Additionally, the Small Business Users Class uses the system for conducting business. Under the particular circumstances of this case, Plaintiffs have also made sufficient allegations to support substantive unconscionability.

In particular, Plaintiffs claim that the limitations of liability are overly one-sided and bar any effective relief. Paychex, Inc. July 20, Like the provision at issue in Silicon Valley , Defendants' limitations of liability here involve "expansive liability limitation and preclusion of nearly every type of damages claim.

California courts have similarly concluded that limitations are substantively unconscionable when they "guarantee[ ] that plaintiffs could not possibly obtain anything approaching full recompense for their harm. Geographic Expeditions, Inc. Ultimo , Cal.