Bilgram v. L.a. Fitness

Case 2: 10-cv-02326-MM B Document 1 Filed 05/18/10 Page 1 of 45

UNITED STATES DISTRICT COURTEASTERN DISTRICT OF PENNSYLVANIA

STEVEN BILGRAM,on behalf ofhimself: Case No.and all others similarly situated,

JURY TRIAL DEMANDEDPlaintiff,

V.

L.A. FITNESS INTERNATIONAL, LLC,:

Defendant.

CLASS ACTION COMPLAINT

Case 2:10-cv-02326-MMB Document 1 Filed 05/18/10 Page 2 of 45

TABLE OF CONTENTS

I. NATURE OF ACTION 1

II. JURISDICTION & VENUE 4

III. PARTIES 5

IV. SUBSTANTIVE ALLEGATIONS 5

A. Background Regarding Defendant LA Fitness 5

B. Defendant LA Fitness's Monthly Dues Membership Agreement and Practices 6

C. Defendant LA Fitness's Cancellation Practices Are Abusive And Deceptive 8

1. LA Fitness Regularly Breaches Its Contractual Obligations BySystematically Ignoring Cancellation Requests So That It CanContinue Extracting Monthly Dues 9

2. The Monthly Dues Membership Agreement is Not a "Monthly"Contract 9

3. The 30-Day Notice Requirement is Unfair and Abusive 10

4. LA Fitness's Monthly Dues Membership Agreement is MisleadingBecause It Omits the Company's Requirement That Members Use the

Company's Pre-Printed Cancellation Form 10

5. Applying Prepaid Last Month's Dues to Extend Memberships AnAdditional 30-Days After Cancellation is Unfair and Abusive 11

6. LA Fitness Impedes Members From Cancelling By Refusing to DiscloseContact Information For Its Corporate Headquarters Purportedly the

Only Office Authorized to Cancel Memberships 12

7. Automatic Renewal of Memberships Violates Pennsylvania's HCA 13

D. There Are Hundreds of Consumer Complaints About LA Fitness's Deceptive andAbusive Practices 13

E. Plaintiff s Experiences 21

V. CLASS ACTION ALLEGATIONS 21

VI. COUNT I BREACH OF EXPRESS CONTRACT 23

VII. COUNT II VIOLATIONS OF PENNSYLVANIA UNFAIR TRADE PRACTICESAND CONSUMER PROTECTION LAW, 73 P.S. 201-1 et seq 25

VIII. COUNT III VIOLATIONS OF ALL OTHER STATES' CONSUMERPROTECTION LAWS 27

IX. COUNT IV BREACH OF DUTY OF GOOD FAITH AND FAIR DEALING 30

X. COUNT V UNJUST ENRICHMENT 31

XI. JURY TRIAL DEMANDED 32

XII. PRAYER FOR RELIEF 32


I. NATURE OF ACTION

1. Plaintiffbrings this action on behalf ofhimself and all other persons in the United

States similarly situated who: (i) are former members ofDefendant L.A. Fitness International,

LLC ("LA Fitness" or the "Company") who have incurred at least one additional monthly billing

charge after they timely cancelled their Monthly Dues Membership Agreements with LA Fitness,

despite the fact that they were up to date with dues payments at the time they mailed their notice

of cancellations; and (ii) are current members ofLA Fitness who entered into Monthly Dues

Membership Ag-eements which contain the egregious cancellation provisions set forth herein

and who will be forced to pay dues for one or more months after they attempt to cancel their

memberships (the "Class").

2. Defendant LA Fitness owns and operates health and fitness clubs throughout the

United States. New LA Fitness members may choose to enroll under the Company's "Paid In

Full Membership Ageement, in which case the member pays an entire year's dues up front

(which amounts to several hundred dollars), or to enroll under its "Monthly Dues Membership

Agreement" (also referred to herein as the "Contract"), in which case the new member pays an

initiation fee, first month dues, and prepaid last month dues. This action focuses on the Monthly

Dues Membership Agreement.

3. At all relevant times, LA Fitness has represented to Class members that the

Monthly Dues Membership Agreement was a "monthly" contract that can be terminated along

with monthly dues billing simply by following the Contract's procedures for cancellation.

Such a representation is deceptive and misleading because, in actuality, due to LA Fitness's

egregious policies and practices, it is virtually impossible to cancel the Contract without being

charged at least one or two months of additional dues even when members follow the


Company's strict cancellation procedures. More specifically:

LA Fitness imposes an unreasonably long 30-day notice requirement (or20-day notice for newer contracts) for members to request cancellation oftheir memberships. If a member's notice of cancellation is not postmarkedat least 30 days prior to the next billing date (or 20 days in the case ofnewer Contracts), LA Fitness will charge that member at least one

additional month's dues via electronic funds transfer ("EFT") from themember's bank account or credit card even though the member no longerwishes to continue using the club's facilities.

The 30-day notice period is unfair and abusive because, when combinedwith LA Fitness's other egjegious cancellation procedures set forth below,it virtually assures that members cannot cancel within this time frame andthat LA Fitness will be able to bill members for at least one additionalmonth of dues via EFT after the member has sent a written cancellationnotice to LA Fitness's Irvine, California post office box, in accordancewith the procedures specified in the Contract;

LA Fitness's 30-day notice requirement (and newer 20-day requirement)is also unfair and abusive because the Company has the ability to stopmonthly dues billing almost immediately after it receives a member'scancellation request. Indeed, LA Fitness has adopted a new membershipagreement for its California clubs that requires only 5 days notice ofcancellation, but LA Fitness is not using this contract in other states;

LA Fitness's Contract is misleading because it omits material informationneeded to cancel, namely, that members must use the Company's pre-printed notice of cancellation form obtainable only by visiting an LAFitness Facility in person to terminate their membership. Specifically, theContract merely requires "mailing written notice ofyour cancellation

request to: LA Fitness, P.O. Box 54170, Irvine, CA 92619-4170." Byimposing this additional requirement that is not stated in the Contract, LAFitness impedes or delays members from cancelling, and thus, enables LAFitness to charge additional monthly fees after its services are no longerused or desired;

The pre-printed cancellation form can only be obtained in-person at an LAFitness club. By requiring members to use this form, LA Fitness causes

members to delay cancelling their memberships until they can travel to an

LA Fitness club and obtain the form. This prevents members from

sending their cancellation notice within the prescribed 30-day period,resulting in the member being charged for an additional month's dues;

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LA Fitness's representation in the Contract that "nofurther billing willoccur" after timely mailing a written notice of cancellation is alsomisleading and deceptive because even if a member is current in his/herpayment ofmonthly dues and sends the Company written notice ofcancellation more than 30 days before the next billing date (or more than20 days in the case ofnewer Contracts), in all cases LA Fitness billsmembers for at least one more month by applying the member's prepaidlast month's dues (which members pay when they initiate theirmemberships) to extend the Contract by at least another 30 days;

While LA Fitness discloses in its Contract that "your last month'sprepaiddues will be appliedforyourfinal monthlypayment, extending yourmembership at least an additional 30 days, at which timeyourmembership will expire, this statement is misleading and deceptivebecause: (i) it is inconsistent with the Contract provision stating that "nofurther billing will occur" after timely mailing ofthe notice ofcancellation; and (ii) it implies that the prepaid last month's dues will beapplied to pay dues for the month in which timely notice of cancellationwas given, rather than applied as a payment to extend the membership foranother 30 days after the end of the 30-day period covered by the finalmonthly EFT billing;

LA Fitness further impedes members from cancelling by refusing to allowmembers to cancel their memberships in-person at LA Fitness clubs wheretheir memberships were initiated;

LA Fitness also delays members from cancelling with its policy andpractice ofrefusing to provide members with telephone, facsimile or e-

mail contact information for the Company's Irvine, California corporateoffice the only LA Fitness office that purportedly can cancelmemberships. This practice prevents members from promptlycommunicating cancellation requests and from receiving immediateconfirmation that LA Fitness has received their cancellation requests andacted upon it. Instead, members can only confirm that their cancellationrequest has been received and acted upon is by checking their next

month's bank or credit card statement to see if they are still being billed byLA Fitness; and

Defendant LA Fitness has been and continues to be unjustly enriched byits policy and practice of systematically ignoring and refusing to act on

members' properly submitted written cancellation notices and continuingautomatic billing ofmonthly dues from members' bank accounts andcredit cards, in blatant disregard ofthe Company's obligations under theMonthly Dues Membership Agreement.


4. Thus, despite its representation to the Class that it offers monthly Contracts that

can be cancelled at any time by following the cancellation provisions in the Contract, Defendant

LA Fitness has structured and implemented its Monthly Dues Membership Agreement in an

unfair, abusive and deceptive manner that is designed to extract dues from members for months

after they attempt to cancel their Contracts.

5. Indeed, if a member wishes to stop using LA Fitness's facilities and not be

charged additional dues for periods in which he or she does not wish to use LA Fitness's

facilities, a member must give LA Fitness at least 60 days notice of cancellation (or at least 50

days for newer Contracts). For example, if a member wants to stop using the gym by July 1,

2010, he must send written notice of cancellation to LA Fitness's Irvine, California post office

box, post marked no later than April 1, 2010, at which time LA Fitness will bill his/her credit

card via EFT one last time on May 1, 2010, and then LA Fitness will use the member's prepaid

last month's dues to extend his/her membership by an additional 30 days so that it will expire on

July 1. The true procedures and timeframe to cancel are not known to Class members and cannot

be derived from the Contract.

6. As a result of the unfair, abusive and deceptive contract provisions and business

practices of LA Fitness, monthly dues members typically incur dues for at least two months

following the date they attempt to terminate their Monthly Dues Membership Agreements.

7. Plaintiff seeks damages suffered as a result ofDefendant's conduct, including but

not limited to compensatory damages and injunctive relief

II. JURISDICTION & VENUE

8. This Court has subject matter jurisdiction pursuant to the Class Action Fairness

Act of 2005, 28 U.S.C. 1332(d), because at least one class member is ofdiverse citizenship4


from at least one Defendant; there are more than 100 class members nationwide; and the

aggregate amount in controversy exceeds $5 million. This Court has personal jurisdiction over

the parties because Defendant LA Fitness maintains offices in this state and conducts business

here.

9. Pursuant to 28 U.S.C. 1391(a)(2), venue is proper in the Eastern District of

Pennsylvania because a substantial part of the acts giving rise to Plaintiffs' claims occurred in

this District.

III. PARTIES

10. Plaintiff Steven Bilgram is a resident ofPennsylvania.

11. Defendant LA Fitness is a privately-owned limited liability company that operates

health and fitness clubs throughout the United States and Canada, and sells memberships to the

public for these clubs. LA Fitness's mailing address is P.O. Box 54170, Irvine, CA 92619 and it

maintains its principal executive offices at 2880 Michelle Drive, Irvine, CA, 92606.

IV. SUBSTANTIVE ALLEGATIONS

A. Background Regarding Defendant LA Fitness

12. LA Fitness was founded in 1984 to purchase and operate underperforming fitness

clubs. Through the mid-1990's, the Company grew its club portfolio both by acquiring and

turning around existing clubs and by developing, opening and operating newly constructed

properties. In 1995, LA Fitness designed and built a new 45,000 square foot multipurpose health

and fitness club that became the Company's signature look. In 1998, the Company began to

rapidly increase its new club development and to expand into new geographic regions.

13. Currently, LA Fitness operates over 275 fitness clubs from New York to

California with over 1,000,000 members. Clubs range in size from 20,000 to 60,000 square feet

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and typically offer access to circuit training equipment, free weights, cardiovascular equipment,

aerobics programs, swimming pools, whirlpools, saunas, and racquetball and basketball courts.

14. LA Fitness is a "Health club" as that term is defined under Pennsylvania's Health

Club Act ("HCA"), 73 Pa. Cons. Stat. Ann. 2162, which regulates health clubs operating

within Pennsylvania. The HCA defines "Health Club" as "[a] person, firm, corporation,

organization, club or association engaged in the sale ofmemberships in a health spa, racquet

club, figure salon, weight reduction center or other physical culture service enterprise offering

facilities for the preservation, maintenance, encouragement or development ofphysical fitness or

physical well-being."

B. Defendant LA Fitness's Monthly Dues Membership Agreement and Practices

15. New LA Fitness members may choose to enroll under the Company's Paid In Full

Membership Agreement, in which case the member pays an entire year's dues up front (which

amounts to several hundred dollars), or to enroll under its Monthly Dues Membership

Agreement, in which case membership purportedly is on a month-by-month basis and may be

canceled at anytime by using the procedures set forth in the Contract.

16. If a member selects the monthly dues membership, and signs LA Fitness's

Monthly Dues Membership Agreement, he/she is charged a one time initiation fee, plus first

month dues and prepaid last month dues. Monthly dues are typically around $35.00, but may

vary. Additionally, he/she must provide LA Fitness with a bank account or credit card from

which additional monthly dues will be billed automatically by EFT. Specifically, the Monthly

Dues Membership Agreement states:

YOUR EFT BILLING DATE: Your monthly dues will be billed and collectedonce a month beginning on and continuing on the same day eachmonth until terminated in the manner provided below.

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17. The Monthly Dues Membership Agreement also purports to explain how

members can cancel their memberships and stop monthly dues billing. Specifically, LA Fitness

requires members to mail a written notice of cancellation to an LA Fitness post office box in

Irvine, California at least 30 days before the next billing cycle, stating:

How to stop your monthly EFT billing: If there is no back dues or a balance dueon your membership, you may stop the billing of the monthly dues through EFT

and cancel your membership by providing written notice of your request at least

thirty days prior to your next billing date: Send the written notice to LA Fitness,P.O. Box 54170, Irvine, CA 92619-4170. If the notice is postmarked at least 30

days prior to your next billing date, nofurther billing will occur. If the notice is

postmarked less than 30 days prior to your next billing date one or more billingwill occur. In either case, your last month's prepaid dues will extend yourmembership expiration by an additional 30 days or more, depending on youroriginal sign up date.'

(Emphasis added.)

18. Newer versions of the Monthly Dues Membership Agreement require that a

notice of cancellation be postmarked at least 20 days before the next billing date in order to

avoid being billed an additional month, stating:

HOW TO CANCEL YOUR MONTHLY DUES MEMBERSHIP: You maycancel your membership and the continued billing ofmonthly dues through EFTor [credit card] by mailing written notice of your cancellation request to: LA

Fitness, P.O. Box 54170, Irvine, CA 92619-4170 or such other address designatedby LA Fitness. A cancellation notice postmarked a minimum of20 days prior to

your next Billing Date will result in nofurther billing ofmonthly dues. A

cancellation notice postmarked less than 20 days prior to your next Billing Datewill result in one more monthly billing. Then your last month's prepaid dues willbe applied for your final monthly payment, extending your membership at least an

additional 30 days, at which time your membership will expire.2

A true and correct copy of the LA Fitness Monthly Dues Membership Agreement with the 30-

day notification provision is attached hereto as Exhibit A.

A A true and correct copy of the newer LA Fitness Monthly Dues Membership Agreement withthe 20-day notification provision is attached hereto as Exhibit B.

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(Emphasis added.)

19. The Monthly Dues Membership Agreement further provides that, regardless of

when a member's notice of termination is postmarked, the membership is extended by an

additional 30 days or more, depending on the member's original sign up date, because of the

prepayment of last month's dues. Specifically, the Monthly Dues Membership Ageement

provides:

Then, your last month's prepaid dues will be applied for your final monthly dues

payment, extending your membership at least an additional 30 days, at which time

your membership will expire.

20. The effect of these provisions is that a member will usually incur dues for at least

2 months following the date the member attempts to terminate his/her Monthly Dues

Membership Agreement and stops using the services of LA Fitness i.e., one additional monthly

dues billing via EFT ifnotice is not given before the 30-day period, and application ofprepaid

last month's dues to extend the Contract by another month. As a result, the member is

foreclosed from terminating the Contract for at least 60 days (or 50 days in the case ofnewer

Contracts that provide a 20 day notification of cancellation), after mailing his/her notice of

cancellation. During this period the Class member does not wish to use the services ofLA

Fitness and does not use them but is still paying for these services.

C. Defendant LA Fitness's Cancellation Practices Are Abusive And Deceptive

21. Defendant LA Fitness has engaged in unlawful conduct, including violations of

the HCA3 and similar statutes regulating the duration, renewal and cancellation ofmembership

3 LA Fitness's Monthly Dues Membership Agreement is subject to the requirements of the HCA

because it is a contract with a term of more than three months, and thus, falls within the HCA's defmitionof a "Health club contract." See HCA 2162 (defining a "Health club contract, as "[a]n agreement in

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agreements in states in which it owns and operates health clubs, by engaging in the practices set

forth below.

I. LA Fitness Regularly Breaches Its Contractual Obligations BySystematically Ignoring Cancellation Requests So That It CanContinue Extracting Monthly Dues

22. LA Fitness has a policy and practice of regularly and systematically ignoring its

own promise to provide a monthly membership contract which can be cancelled upon written

notice, LA Fitness routinely continues monthly dues billing despite members' attempts to cancel

by sending notice in the maimer prescribed by the Monthly Dues Membership Agreement.

Indeed, these practices and procedures are nothing more than a scam to extract additional

monthly dues from LA Fitness members.

2. The Monthly Dues Membership Agreement is Not a "Monthly"Contract

23. Defendant LA Fitness's Monthly Dues Membership Agreement is deceptive and

misleading because it is not a "monthly" contract, which can be cancelled along with monthly

dues billing simply by following the Contract's procedures for cancellation. In actuality, it

obligates a member to a contract that is typically more than 3 months in duration. This is

because LA Fitness requires upfront payment of first and last month's dues, LA Fitness

automatically bills members via EFT for an additional month if they do not send notice of

cancellation at least 30 days before the next billing cycle, and LA Fitness charges all members

the last month dues even though they are current in their payments and have stopped using the

facilities. This clearly is not a "monthly" contract.

24. For example, a member who signed a Contract on the first day ofany given

which the buyer of the health club services purchases, or becomes obligated to purchase, health clubservices to be rendered over a period ofmore than three months...").

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month and then attempted to cancel just 4 days later (after the expiration of the 3-day rescission

period), would be billed by LA Fitness for at least 2 additional months.

3. The 30-Day Notice Requirement is Unfair and Abusive

25. Although LA Fitness has the ability to stop continued billing of monthly

membership dues almost immediately after it receives a member's notice of cancellation, LA

Fitness requires that the notice of cancellation be postmarked at least 30 days (or in the case of

newer agreements, 20 days) before the next billing date, before it will stop monthly EFT billing.

If a cancellation notice is postmarked less than 30 days (or 20 days for newer Contracts) before

the next billing date, LA Fitness will continue billing for at least one additional month.

26. LA Fitness's 30-day notification requirement (and its current 20-day notice

period) is dilatory and unfair, and purposely aimed to allow LA Fitness to extract additional

monthly dues from members long after they request that their monthly dues billing be stopped.

Indeed, in the face of litigation, LA Fitness has recently adopted a new membership ageement

for its California locations which requires only 5 days notice ofcancellation. However, LA

Fitness is not using this contract in other states. A true and correct copy of the new California

membership ageement is attached hereto as Exhibit C.

4. LA Fitness's Monthly Dues Membership Agreement is MisleadingBecause It Omits the Company's Requirement That Members Use the

Company's Pre-Printed Cancellation Form

27. The Monthly Dues Membership Agreement is misleading because it fails to state

material information needed to cancel, namely, that members must use the Company's pre-

printed notice of cancellation form that is only obtainable by personal pickup at an LA Fitness

club. This requirement, along with the 30-day notice requirement, guarantees that at least one

month of additional billing will occur.

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28. Specifically, the Monthly Dues Membership Agreement merely requires "mailing

written notice ofyour cancellation request to: LA Fitness, P.O. Box 54170, Irvine, CA 92619-

4170." Thus, the Contract fails to disclose that LA Fitness requires members to use the

Company's pre-printed cancelation form to terminate their membership.

29. While the Company's web site purports to allow members to download the

cancellation form so that it can be printed and sent to the Company's Irvine, California post

office box, on consumer complaint websites members report persistent computer glitches that

prevent them from downloading the form from LA Fitness's website. As a result ofDefendant's

deceptive practices, LA Fitness members are further delayed from cancelling their membership

until such time as they are able to travel to an LA Fitness club and obtain a copy of the form.

5. Applying Prepaid Last Month's Dues to Extend Memberships AnAdditional 30-Days After Cancellation is Unfair and Abusive

30. LA Fitness has unjustly enriched itselfby its practice of applying prepaid last

month dues (which members pay when they initiate their monthly dues memberships), to extend

all members' Contracts by at least 30 days beyond the end of the monthly billing period in which

a timely cancellation notice was given. LA Fitness charges members for this additional month's

dues even though the members wish to cancel, no longer use the facility, and are current in all

dues payments.

31. Although the Monthly Dues Membership Agreement discloses that "your last

month'sprepaid dues will be appliedforyourfinal monthlypayment, extending your

membership at least an additional 30 days, at which timeyour membership will expire, this

statement is misleading and deceptive. First, this representation is inconsistent with and

contradicted by the Contract provision stating that "nofurther billing will occur" after timely

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mailing of the notice of cancellation. Second, this representation implies that a member's

prepaid last month's dues will be applied to pay dues for the month in which timely notice of

cancellation was given, rather than applied to pay for a subsequent month, thereby prolonging

membership for another 30 days.

32. Accordingly, it is unfair and abusive for LA Fitness to apply prepaid last-month's

dues to extend the expiration of the monthly dues membership for an additional 30 days beyond

the date when membership would otherwise end, and to charge consumers for a service that they

no longer wish to use. This practice is, in effect, a cancellation penalty.

6. LA Fitness Impedes Members From Cancelling By Refusing to

Disclose Contact Information For Its Corporate HeadquartersPurportedly the Only Office Authorized to Cancel Memberships

33. Moreover, to further delay and impede members' attempts to cancel their

memberships, Defendant LA Fitness has established a Company-wide policy and practice of

refusing to provide members with a facsimile number or e-mail address for the Irvine, California

corporate office, which would allow members to immediately send cancellation notices via

facsimile or e-mail and to obtain prompt confirmation that the notification was received by the

Company. Also, LA Fitness clubs refuse to assist members by sending cancellation notifications

via facsimile or U.S. mail to the Company's Irvine, California headquarters in the same manner

in which membership initiations are communicated to its headquarters. Instead, LA Fitness

members must send the cancellation notices themselves, via U.S. mail to a post office box.

34. By requiring members to send written notice via U.S. mail to LA Fitness's Irvine,

California post office box rather than allowing members to immediately cancel membership and

monthly dues billing in-person at the club where their membership was initiated (or any other

LA Fitness location), or by telephone, or by facsimile, or by e-mail, or through the Company's12


Internet site, the Company has built into its Contract a manipulative and deceptive device that

substantially delays consumers from cancelling their memberships and terminating their monthly

dues billing.

35. Furthermore, requiring that written notice of cancellation be mailed to a post

office box in Irvine, California, rather than an office staffed by LA Fitness employees during

normal business hours when mail is delivered, prevents members from sending cancellation

notices by any form ofmailing that is subject to tracking and confirmation of receipt without

incurring additional expenses, such as the cost of sending the notification via certified mail with

a return receipt request. Indeed, the only method by which members can confirm that their

cancellation request has been received and acted upon is by checking their next month's bank

statement or credit card statement to see if they are still being billed by LA Fitness.

7. Automatic Renewal of Memberships Violates Pennsylvania's HCA

36. Finally, LA Fitness's Monthly Dues Membership Ageement automatically

renews without giving the member a renewal option that must be affirmatively accepted at the

expiration of each contract term. As a result, LA Fitness's Monthly Dues Membership

Agreement violates Pennsylvania's HCA 2164's prohibition that "[n]o health club contract

may contain an automatic renewal clause." For this same reason, the Monthly Dues Membership

Ageement also violates similar statutory restrictions on the duration, cancellation and renewal of

health club membership contracts in other states in which the Company owns and operates health

clubs.

D. There Are Hundreds of Consumer Complaints About LA Fitness's Deceptiveand Abusive Practices

37. Internet websites that allow consumers to post complaints about businesses,

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including the Better Business Bureau's national website, are filled with hundreds of grievances

by current and former LA Fitness members who have experienced seemingly endless delays by

LA Fitness in their attempts to terminate memberships and monthly dues billing, resulting in

additional monthly dues charges after they have attempted to cancel. The common thread that

runs through all of these complaints is that LA Fitness claims to have "never received" the

cancellation notice, and continues monthly billing for one or more additional months.

Incredibly, LA Fitness's website does not even provide a telephone number to contact its

corporate office in Irvine, California the only LA Fitness office that purportedly has the ability

to cancel memberships so that members can have their grievances addressed in a timely and

effective manner.

38. The following are just a few examples of such complaints:

a. From the Better Business Bureau ("BBB") website, dated February 3, 2010, an

LA Fitness member complained:

[W]hen I tried to cancel my membership, we went in to cancel and the girl did it

for us, told us it was cancelled (although it might not have been early enough to

escape the next month's payment. You have to cancel 20 days in advance, which

is ripoff enough already. However, didn't everyone have to pay the first and lastmonths' dues when you sign up? What's that for?) and gave us a receipt. 2

months later, they were still charging me. We went in to find out what was goingon and were told that they never cancel memberships in the store, they can't do it;they give me a form I have to send in to corporate.

b. Also from the BBB website, dated December 26, 2009, an LA Fitness member

vented:

When I signed up, it took them like 15 minutes to get me enrolled right there at

my gym in Corona. When I decided to cancel however, and went back to thesame gym in Corona I was told that they did not have access to my account and

wouldn't be able to cancel it for me. They told me I'd have to deal directly with

there Corporate office in Irvine. There's no phone contact. I mailed in my

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request to cancel. 30 days later, they pretended they hadn't received it. So

they continued to bill me. So I mailed in other request, and they pretendednot to receive it again. So I went to the post office and mailed out a 3rd one

via certified mail, some time went by, and fmally, I received an e-mail

confimation [sic] from them stating that my account would be billed as

scheduled and canceled within 30 days. Don't get me wrong, I love "goinggreen" however, why do I have to mail in my request to cancel via certified mail,because there's no available phone number or e-mail address, but then they goahead and e-mail me from an "unmonitored" address? How's that fair? Is

becasue [sic] they didn't want my e-mail's in regards to why I'm still gettingbilled for a service I've been trying to cancel 3 months aga [sic]?

(Emphasis added.)

c. A complaint on the BBB website dated September 29, 2009, stated:

I am a very pro-business person. I ordinarily find, contrary to common belief, that

large companies are the easiest to deal with and the most respectful of their

customers, because that is the way they establish lasting relationships and achieve

long term success. However, after dealing with LA Fitness, I am pretty sure

that their business is *actually* a scam. They signed my husband and myselfup for a joint "family plan" gym membership, on a single contract which referred

to the membership as shared. When we decided to cancel, we experienced all

of the same run arounds that everyone else seems to have experienced, but we

did finally get them to cancel the membership (several months and severalundeserved payments after we first initiated the process). The real problems came

later. Even AFTER sending us an email confirming that the account was

closed, LA Fitness didn't stop the automatic debits from our account. Instead,they *halved* them. We didn't realize this until 9 months later, because the

debits were coming out of a bank account that we don't normally use very much.

I called them to explain the "mistake" and get a refund. I assumed that my

experience would be as it has been with numerous other companies that I have

dealt with, and that I would simply explain what had happened and they wouldrefund the money. Interestingly, when I spoke to the receptionist at the local

branch, *she* was very respectful and helpful, and said, "yes, we have a bad

cancellation policy I'll get back to you within the week about this." But thenwhat I got instead of a call back from her, was a call from corporate. The contrast

was STRIKING. It was clear that their *conscious and deliberate approach* was

to try to intimidate and badger me into just giving up. At first, the woman I spokewith refused to even cancel the account over the phone, much less refund the

money. She wouldn't even let me speak, but just jumped in with some storyabout how we had two accounts not one, and we only closed one ofthem. (First I

heard about it!) She was belligerent and patronizing. When she realized she was

actually dealing with someone calm and articulate, she switched tacks a little and

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tried to get me to agree that if she cancelled the account over the phone, I would

"waive any claim to have past amounts refunded." Pretty ballsy. Of course I

refused that. I actually spent about an hour on the phone, and I made her give to

me another representative to talk to. He took exactly the same approach. Finally,I had to give up and just ffie in small claims court to get back the $300 theystole. It really was an incredible experience. They are a very dishonest

company. I'm sure they won't last, with these kinds of fraudulent practices, but

until they gasp their last gasp I highly recommend that you stay away.

(Emphasis added.)

d. Another BBB complaint dated September 16, 2009, stated:

Don't join LA Fitness. LA Fitness lie to their customers. They are not

trustworthy to do business. Busines[s] practice is terrible. I join them for a few

weeks and decided to cancel due to their business dishonesty. [O]nce they have

your credit card, they will charge whatever they come up with the amounts and

say you sign up for their training. Their cancelation process took a few months

to process even [if] you make it to cancel in the current month. That's a scam

red flag of their company. Be wise do not join LA Fitness. I joined just because

their facility looks nice outside but it is very scary inside when it comes to

payment. They are very greedy and fraudulent practice business. Better watch

out...

(Emphasis added.)

e. Yet another LA Fitness member added this complaint to the BBB website on July

8, 2009:

LA fitness purposefully makes it extremely difficult to cancel membership. I

have read many online reviews and it seems like many people went thru the exact

same experience as me. I had to go to the club to pickup the cancellation form

(big RED flag). I mailed a certified letter 20 days prior to billing cycle but

still got charged. Called into their 800 number and the representativeimmediately cancelled the membership but claimed he never received the

letter.

Many people have been through the same. I believe LA fitness purposefullymisleads people on their cancellation policy in hopes of continue to chargethem. In this day and age we shouldn't have to drive/pickup/mail letters. It

should be done either via phone or online. I understand the notice period but the

whole certified letter and them claiming to many people that they never received

it sounds like a big scam.

16


(Emphasis added.)

f. Another BBB website complaint dated April 16, 2009 reveals the same

frustrations in cancelling membership:

L.A. Fitness seems like a good club, reasonably priced, unless you want to cancel.

You have to fill out a form and mail it 20 days before you want to cancel.

BUT when you sign up you have to pay the first and last months

membership. So unless you have the keen insight that you want to cancel 50

days before you want to stop using LA Fitness you have to pay for that last

months membership anyway... seems a bit ridiculous that you have to mail in a

certified letter in this day and age when canceling via the web is very easy... heckI can pay taxes online, but can't cancel my gym membership???? What gives....Seems like a nice way of keeping you paying when you don't even want to go.

(Emphasis added.)

g. ComplaintsBoard.com reveals more of the same, including this complaint made

on January 26, 2010:

I wasn't using my membership enough, so I decided to cancel it in July of 2009.

went in to cancel and they said you can't cancel here, you have to send in written

cancellation and it will take a couple ofmonths. That should have been my first

clue.

I got the form, and sent it off. I also learned this, keep a copy and send

registered mail!

Everything I do is electronic. I don't get paper copies of any bills to try and be

more green. I rarely use my credit card anymore, so when I logged on to check

it the other day, I noticed that LA Fitness was on there and had been all of

the previous bills.

I called immediately...and gee, guess what they said? Oh, it looks like we

never received it.

I hate dealing with dishonest people. I played their game and did as I was told.

They are the ones who got my letter and pitched it in the garbage. Why not?

It wasn't registered, so I can't prove that I sent it.

Sometimes it is really embarrassing [sic], or maybe just depressing to know that

17


companies like this exist.

I know I have no way to get back my fees for the past seven months. What I am

really hoping is that someone will read this and realize they are dealing with a

dishonest company and take their business to someone who is trying to do a

service rather than steal money from their customers. The people that run theindividual clubs were great. It is just the people who call the shots that I am so

disappointed with.

(Emphasis added.)

h. A complaint submitted to ComplaintsBoard.com, on December 21, 2009, stated:

I sent the membership cancellation form as instructed via certified mail. LA

Fitness claimed they never received it. So after ripping their butts and 3 phonenumbers later I got membership cancelled over the phone They make it verydifficult so they can keep taking your money.

(Emphasis added.)

Yet another ComplaintsBoard.com post on September 22, 2009, complained:

LA Fitness makes it impossible to cancel their membership. I contacted them

months ago to try to cancel their cancel anytime membership. In order to cancelonline you must sign up for an online account. They make you sign in to youraccount at sign up. If you go with them save your sign in information. It is a

nightmare to get through to them to get your information. This is a planned bythe company so that you will have other things to do and forget about your 30.00

a month. It worked on me. It was such a problem that I did forget. They have

their cancellation form on line but for some planned reason you can not openthe file. I disputed it with my bank and ultimately they continued to charge mycard. Four months later I went through the steps again and once again youcan not download their cancellation form. Finally I went to their buildingwhere they try to talk you out of leaving but ultimately they gave me a

cancellation form which you have to send in by regular mail. They also tell youthat they need to receive it ten business days in advance to stop from charging you

again on their next billing cycle. If they put as much time into customer service

as they do into making sure you cant [sic] cancel they [would] be a much better

Company.

(Emphasis added.)

j. In a June 29, 2009 post on ComplaintsBoard.com, another former LA Fitness

18


member relates being charged monthly membership dues after sending a cancellation notice:

I recently moved and a[m] now living far from the nearest LA Fitness center. I

stopped by before I moved out to terminate my membership. They told me I need

to send them a filled out form by mail. Ridiculous. I printed it ou[t] and sent it.

A month later I saw I am still being charged. I called them. They said "theyhave no record of my cancellation". How convenient! I filled [out] the form

again and sent it as a certified mail to have the proof of me mailing and them

receiving.

The charges continued. I closed my bank account, and now I am getting calls

from LA Fitness asking me to update my banking account information. I said I

canceled my membership but for some reason it's still open.

(Emphasis added.)

k. In a June 8, 2009 post on ComplaintsBoard.com, a former LA Fitness member

relates similar difficulties in cancelling monthly dues membership:

I complied to the letter with instructions in my contract for cancellingmembership...but I did not send the letter by certified mail. After about two

months, I began receiving collection calls from LA Fitness. They "never

received" my letter and want to collect additional months' membership fees that I

do not owe. I'm sending another letter...this time to the CEO, but I should not

have to go through all of this hassle.

1. Similar consumer complaints are found on my3cents.com, including the following

February 25, 2010 post:

Never trust the word of the people at LA Fitness when it comes to billing!!

They keep giving me wrong instructions to cancel the membership purposelyso that they can keep charging me every month even after 6 months!!!

Total scam!! Worst dishonest business ever!!!

(Emphasis added.)

m. Former LA Fitness employees corroborate the consumer complaints. For

example, in a February 19, 2010 post on PissedConsumer.com, a former LA Fitness employee

19


confirmed that the Company continues billing members after they have mailed a notice of

cancellation, and advises members to cancel their credit cards, stating:

I worked for LA Fitness for 2 years, until I decided that I couldn't handle all the

lies, scams, injustices and harassment going on in this place. You would think

nothing crazy really goes on here, but you're in for a big surprise.

[P]ersonally, I think the people who suffer at LAF the most (besides the members)are the Operations and janitors. They are the ones who get paid the least and are

the most unappreciated of the bunch. And yet they work the hardest.

Let's break it down:

Cancellations: they give you a form and tell you to mail it. But you're still

getting billed? Cut off your credit card, cannot stress this enough. You as a

member don't owe them anything, because with over 300 clubs opened nation-

wide, they don't need your last payment of 34.99. But they will sure as

deny to help you.

(Emphasis added.)

n. The above post is corroborated by another former LA Fitness employee, who

posted the following on the PissedConsumer.com web site on January 27, 2010:

I love this I am a form[er] MSM who has been with the company for 10yrs and

started as an opener and worked my way up. This is all very true what I hate

Lafitness is saying when ever you call so called corp to complain your not reallyreaching CORP your reaching a manager at a local club across the usa thats [sic]why you hear gym music in the back ground and why its very loud. LA [Fitness]does not care about there [sic] mbrs they only care about there [sic]money..In this day in age why would you have to cancel a membership bysending in a letter 30 days in advanced[.] I hated telling my members that[.]Well here is. a little secret you can cxl at any point in time and they do have

the ablity [sic] to cancel in the clubs by any Operations Manager so dont [sic]let them tell you u cant[.] [R]emember the whole sales pitch!! (by payingyour first and last months dues there will be no contract but by the time theycxl by snail mail you have been billed again and they get your last months up

front[.] [T]here [sic] CROOKS BEWARE[.] [I]f you would like secrets to

canceling or even recieving [sic] a refund let me know..i will check back

20


(Emphasis added.)

E. Plaintiff s Experiences

39. Plaintiff Steven Bilgcam entered into a Monthly Dues Membership Agreement

with Defendant LA Fitness on or about July 2006. The form ofwritten Monthly Dues

Membership Ageement entered into by Plaintiff is substantially identical in all material respects

to that entered into with other members of the Class. Plaintiff's monthly dues were $34.99, and

he paid his first and last month dues upon initiation ofhis membership.

40. Plaintiff paid his monthly dues by credit card on or about the first day of each

month beginning with the month immediately after he entered into the Monthly Dues

Membership Agreement with LA Fitness.

41. On or before April 2007, Plaintiffprovided written notification to LA Fitness

requesting that his membership and monthly dues billing be cancelled. Notwithstanding the fact

that his notification was postmarked more than 20 days before the next billing date, LA Fitness

ignored Plaintiff's cancellation notice and continued automatic monthly dues billing and charged

Plaintiff's credit card $34.99 on or about June 1, 2007.

42. LA Fitness failed to refund and/or credit Plaintiff's credit card for his prepaid last

month dues (which Plaintiff paid when he initiated his monthly dues membership), and instead

unilaterally extended Plaintiff s membership for the duration ofPlaintiff s pre-paid last month

dues. As a result, Plaintiffwas overcharged by LA Fitness for at least two months ofdues,

representing an amount of at least $69.98 (2 x $34.99 per month).

V. CLASS ACTION ALLEGATIONS

43. Pursuant to Rule 23 of the Federal Rules ofCivil Procedure, Plaintiff brings this

class action individually and on behalf of all other persons similarly situated in the United States

21


who: (i) are former members of LA Fitness who have incurred at least one additional monthly

billing charge after they timely cancelled their Monthly Dues Membership Agreements with

Defendant LA Fitness, despite the fact that they were up to date with dues payments at the time

they mailed their notice of cancellations; and (ii) are current members ofLA Fitness who entered

into Monthly Dues Membership Ageements which contain the egregious cancellation provisions

set forth herein and who will be forced to pay dues for one or more months after they attempt to

cancel their memberships. The Class does not include Defendant or its officers or directors or

their immediate families.

44. On information and belief, the Class is compromised of thousands ofpersons,

making joinder of such cases impracticable. Disposition of the claims in a class action will

provide substantial benefits to the parties and the Court.

45. The rights of each Class member were violated in a similar fashion based upon

Defendant's uniform actions. Some common issues present here are:

a. Whether Defendant participated in and pursued the course of conduct

complained ofherein;

b. Whether Defendant's Monthly Dues Membership Ag-eement constitutes a

violation of the HCA and similar statutes in the states in which it does

business;

c. Whether Defendant's conduct complained ofherein constitutes an unfairor deceptive trade practice in a violation of the consumer protection lawsin the states in which it does business;

d. Whether Defendant's conduct complained ofherein constitutes a breach ofthe Monthly Dues Membership Agreement;

e. Whether Defendant has been unjustly enriched; and

f. Whether Plaintiff and Class members have sustained damages, and if so,what is the proper measure of those damages.

22


46. Plaintiff s claims are typical of the claims of the Class he seeks to represent.

47. Plaintiffwill fairly and adequately represent and protect the interests of the Class.

Plaintiff has no interests that are antagonistic to or that irreconcilably conflict with those of other

Class members.

48. Plaintiff has retained counsel competent and experienced in the prosecution of

class action litigation.

49. A class action is superior to all other available methods for the fair and efficient

adjudication ofPlaintiff s and Class members' claims. Plaintiff and the members of the Class

have suffered similar harm as a result of Defendant's conduct. Certification of a class action to

resolve these disputes will reduce the possibility of repetitious litigation involving thousands of

Class members.

50. Class certification is appropriate under Fed. R. Civ. P. 23, as the Class satisfies

the requirements of Fed. R. Civ. P. 23(a) and 23(b)(3). Class certification is also appropriate

under Fed. R. Civ. P. 23(b)(2) with respect to injunctive relief.

VI. COUNT I BREACH OF EXPRESS CONTRACT

51. Plaintiff repeats and re-alleges all preceding allegations as if fully set forth herein.

52. Under the Monthly Dues Membership Agreement, Defendant LA Fitness agreed

to stop monthly dues billing when members provide a written notice of cancellation postmarked

20 days (or 30 days in the case ofolder agyeements) prior to the next billing date.

53. Defendant's entire agreement is contained in its Monthly Dues Membership

Agreement with Plaintiff and Class members.

54. Defendant breached its Contracts because Defendant continued to charge Plaintiff

23


and the Class for monthly membership dues even after they timely notified Defendant of

cancellations.

55. When Class members mailed in cancellation notices at least 30 days prior to the

next billing date, LA Fitness routinely breached their Contracts by disregarding such cancellation

notices and charging them additional monthly dues.

56. Also, while the Contract expressly states that "no further billing will occur" after

timely mailing of cancellation notices, LA Fitness breached the Contracts in all cases by

charging Class members their prepaid last months dues.

57. Furthermore, while the Contracts do not require the use of any particular form for

a notice of cancellation, LA Fitness breached its Contracts with Class members by requiring

them, in actuality, to use a particular pre-printed form for cancellation, which can only be

obtained in person from an LA Fitness club.

58. Consideration existed for Defendant to promptly terminate memberships, as

Plaintiff and Class members agreed to pay money to Defendant in exchange for Defendant's

services and agreement to cancel monthly dues membership billing upon timely notice of

cancelation.

59. Plaintiff and Class members suffered and will continue to suffer damages

including, but not limited to, overcharges ofmonthly membership dues.

60. Plaintiff and Class members continue to suffer harm, as LA Fitness has failed to

refund Class members for dues charged to them after they sent in timely notices of cancelation of

their memberships.

24


VII. COUNT II VIOLATIONS OF PENNSYLVANIA UNFAIR TRADE PRACTICES

AND CONSUMER PROTECTION LAW, 73 P.S. 4 201-1 et seq.


62. As set forth above, Defendant LA Fitness's Monthly Dues Membership

Agreement and the Company's practices related to the duration, automatic renewal and

cancellation of memberships is unfair, abusive and deceptive, by reason of the following:

a. Defendant LA Fitness's Monthly Dues Membership Agreement is

deceptive and misleading because it is not a "monthly" contract. To the

contrary, it obligates a new member to at least a three-month contract. LA

Fitness requires payment of first and last month's dues up front, and then

charges members at least one additional month ofdues if they do not

cancel 30 days before the next billing cycle, and also charges them lastmonth's prepaid dues in all cases.

b. Defendant LA Fitness's 30-day notification of cancellation requirement(and its current 20-day requirement) is unnecessary, dilatory, unfair,deceptive and intentionally constructed to allow LA Fitness to extract

additional monthly dues from members long after they have requested thattheir monthly dues billing be stopped. Even though the Contract states

that cancellation must be done by "mailing written notice of yourcancellation request to" an LA Fitness post office box, the Companyimposes additional requirements such as using the Company's pre-printednotice of cancellation form and the need to pick up the form by personallygoing to an LA Fitness club, to delay cancellation. Also, no e-mail

address, telephone number or facsimile number are provided so a member

can cancel more quickly when they no longer wish to continue their

monthly membership.

c. Defendant LA Fitness's Monthly Dues Membership Agreement is

misleading because it omits to state that members must use the Company'spre-printed notice of cancellation form to terminate membership. Instead,the Contract requires only "mailing written notice of your cancellation

request to" an LA Fitness post office box.

d. The Contract's representation that "nofurther billing will occur" after

timely mailing a notice of cancellation is misleading because even if a

member sends a written notice of cancellation more than 30 days beforethe next billing date, LA Fitness bills members for at least one more

month by applying the member's prepaid last month's dues to extend the

Contract, regardless ofwhether the member wishes to or is able to

25


continue using its facilities, resulting in an overcharge ofmonthlymembership dues and a cancellation penalty.

e. Defendant LA Fitness has regularly and systematically ignored members'cancellation requests and failed to stop monthly dues membership billingwhen timely notified of cancelations by Plaintiff and other Class members,resulting in an overcharge ofmonthly membership dues and a cancellation

penalty.

f. Defendant LA Fitness's Monthly Dues Membership Agreement containsan improper automatic renewal clause because it fails to provide a renewal

option for continued membership that must be affirmatively accepted bythe buyer at the expiration the Contract.

63. Such misleading practices are expressly forbidden by the HCA. Specifically,

HCA §2169 provides: "A health club contract entered into by the buyer due to false or

misleading information, representation or advertisement of the health club or its agents shall be

voidable at the option of the buyer."

64. As a result of the foregoing acts and practices, Defendant LA Fitness has violated

and continues to violate the HCA, 73 Pa. Cons. Stat. Ann. 2161, et seq., which regulates

health clubs operating within the Commonwealth ofPennsylvania.

65. HCA 2175(a) provides that a violation of the HCA shall constitute a violation of

the unfair trade practice under the Pennsylvania Unfair Trade Practices and Consumer Protection

Law ("PA UTPCPL"), 73 P.S. 201-1 et seq., stating:

UNFAIR TRADE PRACTICES.-A violation of this act shall constitute a

violation of the act ofDecember 17, 1968 (P.L. 1224, No. 387), known as theUnfair Trade Practices and Consumer Protection Law, and shall be subject to theenforcement provisions and private rights of action contained in that act.

66. Plaintiff, the Class and Defendant LA Fitness are "persons" within the meaning of

section 201-2(2) of the PA UTPCPL.

67. Section 201-2(4) of the PA UTPCPL proscribes, inter alia, engaging in any

26


"unfair methods of competition" or "unfair or deceptive acts or practices" either at, prior to, or

subsequent to a consumer transaction.

68. The actions ofDefendant LA Fitness, set forth above, constitute unfair methods of

competition and unfair and deceptive acts and practices under the PA UTPCPL.

69. Plaintiff and the Class justifiably relied on Defendant's unfair and deceptive

Monthly Dues Membership Agreement and other representations concerning LA Fitness's

cancellation policies and procedures when they entered into their Monthly Dues Membership

Agreements.

70. Plaintiff and the Class did not know, nor could they have known, that as a result

of Defendant's unfair and deceptive acts and practices, their Contracts were not "monthly"

contracts, and they would incur additional charges for monthly dues when they attempted to

cancel their memberships.

71. As a direct and proximate result of Defendant LA Fitness's actions, Plaintiff and

the Class have suffered financial and other harm.

72. By virtue of the foregoing violations of law, and pursuant to the PA UTPCPL,

Plaintiff and the Class are entitled to an award of actual damages, treble damages, attorneys' fees

and costs of suit.

VIII. COUNT III VIOLATIONS OF ALL OTHER STATES' CONSUMERPROTECTION LAWS


74. As set forth above, Defendant LA Fitness's Monthly Dues Membership

Agreement and the Company's practices related to the duration, automatic renewal and

cancellation ofmemberships is unfair, abusive and deceptive, by reason ofthe following:

27


a. Defendant LA Fitness's Monthly Dues Membership Ageement is


contrary, it obligates a new member to at least a three-month contract. LAFitness requires payment of first and last month's dues up front, and then

charges members at least one additional month of dues if they do not




that cancellation must be done by "mailing written notice ofyourcancellation request to" an LA Fitness post office box, the Companyimposes additional requirements such as using the Company's pre-printednotice of cancellation form and the need to pick up the form by personallygoing to an LA Fitness club, to delay cancellation. Also, no e-mail

address, telephone number or facsimile number are provided so a membercan cancel more quickly when they no longer wish to continue their

monthly membership.

c. Defendant LA Fitness's Monthly Dues Membership Agreement is

misleading because it omits to state that members must use the Company'spre-printed notice of cancellation form to terminate membership. Instead,the Contract requires only "mailing written notice ofyour cancellation









penalty.

f. Defendant LA Fitness's Monthly Dues Membership Agreement contains

28


an improper automatic renewal clause because it fails to provide a renewal


75. As a result of the foregoing acts and practices, Defendant LA Fitness has violated

and continues to violate statutes regulating health and fitness clubs in the states in which LA

Fitness does business, including, without limitation, Arizona, California, Connecticut, Florida,

Georgia, Illinois, Indiana, Kentucky, Maryland, Massachusetts, Minnesota, New Jersey, New

York, Ohio, Oregon, Pennsylvania, Texas, Virginia, Washington, Washington, D.C. and

Wisconsin.

76. The actions ofDefendant LA Fitness, set forth above, constitute unfair methods of

competition and unfair and deceptive acts and practices in violation of the consumer protection

laws of the states in which LA Fitness does business.

77. Plaintiff and the Class justifiably relied on Defendant's unfair and deceptive

Monthly Dues Membership Agreement and other representations concerning LA Fitness's

cancellation policies and procedures when they entered into their Monthly Dues Membership

Ag-eements.

78. Plaintiff and the Class did not know, nor could they have known, that as a result

ofDefendant's unfair and deceptive acts and practices, their Contracts were not "monthly"

contracts, and they would incur additional charges for monthly dues when they attempted to

cancel their memberships and followed the written notice procedure set forth in the Contract.

79. As a direct and proximate result ofDefendant LA Fitness's actions, Plaintiff and

the Class have suffered financial and other harm.

80. By virtue of the foregoing violations of law, and pursuant to the consumer

29


protection laws of the states in which Defendant LA Fitness does business, Plaintiff and the

Class are entitled to an award of actual damages, treble damages, attorneys' fees and costs of

suit.

IX. COUNT IV BREACH OF DUTY OF GOOD FAITH AND FAIR DEALING


82. At all times material hereto, Plaintiff has performed fully pursuant to the Contract.

83. There is a duty of good faith and fair dealing implied in the Monthly Dues

Membership Agreement between Plaintiff and Defendant.

84. Defendant LA Fitness has breached its duty of good faith and fair dealing implied

in the Monthly Dues Membership Agreement, and thus, withheld from Plaintiff and the Class the

benefits of the Monthly Dues Membership Agreement, by reason of the following:

a. Defendant LA Fitness's Monthly Dues Membership Agreement is


contrary, it obligates a new member to at least a three-month contract. LA

Fitness requires payment of first and last month's dues up front, and then

charges members at least one additional month of dues if they do not




that cancellation must be done by "mailing written notice of yourcancellation request to" an LA Fitness post office box, the Companyimposes additional requirements such as using the Company's pre-printednotice of cancellation form and the need to pick up the form by personallygoing to an LA Fitness club, to delay cancellation. Also, no e-mail

address, telephone number or facsimile number are provided so a membercan cancel more quickly when they no longer wish to continue their

monthly membership.

c. Defendant LA Fitness's Monthly Dues Membership Ageement is30


misleading because it omits to state that members must use the Company'spre-printed notice of cancellation form to terminate membership. Instead,the Contract requires only "mailing written notice of your cancellation









penalty.

f. Defendant LA Fitness's Monthly Dues Membership Agreement containsan improper automatic renewal clause because it fails to provide a renewal


85. As a direct and proximate result ofDefendant's breaches of the duty of good faith

and fair dealing, Plaintiff and the Class have suffered substantial monetary damages.

X. COUNT V UNJUST ENRICHMENT


87. In the alternative, Defendant LA Fitness has been unjustly enriched through the

collection ofmonthly membership dues that, as alleged herein, it was not entitled to collect.

88. Defendant has been unjustly enriched at the expense of, and to the detriment of,

Plaintiff and each member of the Class by improperly charging monthly membership dues as

alleged herein. Through its practices, Defendant charges monthly dues for services which

members do not use. Plaintiff and each member of the Class are therefore entitled to recover

31


from Defendant, as restitution, all money they paid for improper monthly membership dues, any

benefit received by Defendant as a result of such charges, plus interest thereon from the time of

payment.

89. A constructive trust should be established over the funds created by the

aforementioned payments, fees, charges, interest and benefits generated in connection with the

improper billing ofmonthly membership dues. The funds are clearly identifiable for each Class

member and for the Class as a whole. Accordingly, restitution and disgorgement of such

amounts should be ordered.

XI. JURY TRIAL DEMANDED

90. Plaintiff hereby demands a trial by jury on all issues so triable.

XII. PRAYER FOR RELIEF

WHEREFORE, Plaintiff, individually and on behalf ofall others similarly situated,

respectfully requests that the Court enter an Order:

a. Certifying the proposed Class under Fed. R. Civ. P. 23 and appointingPlaintiff and Plaintiff s counsel to represent the Class;

b. Finding that Defendant is liable under all legal claims asserted herein forits improper billing ofmonthly membership dues, as alleged herein;

c. Ordering injunctive relief, including but not limited to changes to the

Monthly Dues Membership Ageement including reducing the notification

period required to cancel membership from 20 days to 5 days and

providing members with alternative methods to transmit their cancellation

notifications, including without limitation, in-person at LA Fitness clubs,or via e-mail, or facsimile, or on the Internet;

d. Awarding damages to Plaintiff and Class members under the common lawand statutory theories alleged herein, including compensatory damages,consequential damages, treble damages, punitive damages, and any other

damages provided under relevant laws;

e. Declaring that Defendant has breached the Monthly Dues Membership32


Agreements and allowing Class members to terminate those Contracts;

f. Awarding litigation costs and attorneys' fees;

g. Awarding pre and post judgment interest; and

h. Awarding any other legal or equitable relief as justice requires.

Dated: May 18, 2010 BERGER & MONTAGUE, P.C.

By /s/ Sherrie R. SavettSherrie R. Savett (PA Bar No. 17646)Michael T. Fantini (PA Bar No. 57192)Barbara A. Podell (PA Bar No. 28583)Eric Lechtzin (PA Bar No. 62096)1622 Locust Street

Philadelphia, PA 19103Tel: (215) 875-3000Fax: (215) 875-4636

Counselfor Plaintiffand the Class

33


EXHIBIT A

02

1111111k

LAST NAME FIRST NAME

2:10-cvLAIFITNESS.

"zti-ivintihijaument 1 I Filed 05/MEMBERSHIP AGREEMENT

MGR. INT

STREET ADDRESS. APT NO. CtTY STATE ZIP CODE

011101.1111111110BUSINESS PHONE EXT. HOME PHONE CELL/OTHER PHONE

E.MAIL: IIMMEDIATE FAMILY MEMBERS INCLUDED ON MEMBERSHIP MUST LIVE AT SAME

ADDRESS AND USE SAME SOURCE OF PAYMENT AS MEMBER. (MAX4)

It is agreed by and between L.A. Fitness International, LLCL.A. Fitness') and you, the undersigned Bup- (individually, if ELITE PAYMENT METHOD OFFICE USE ONLY

you are the Member, and/or as agent or guardian of the Memberu Y START INITIATION FEE 149.00 ZICCli34

or res_ponsible paq, that you are purchasing a membershipfrom, +

LA. Ftness according to the terms on the front and reverse side PLOW DUES FIRST/LASTMONTHS' 69.98 EICA.SH t

of this Membership Agreement and the current Membership 13 BEST VALUE DUES

Poficies and Club Rules and Regulations CAgreementi. PREPAID DUES (P1F)$ DCHK WSWF-1 PAID IN FULL (PIP) MEMBERSHIP: EXPIRES.

PREMIER.

1..__I ANNUAL RENEWAL: (EXPIRES SAME DATE) STARSUBTOTAL 218.98 0E-0KD'EASY T '1_...._Plus Applicable Sales Tax

0

pgq MONTHLY DUES= 34.99 + APPLICABLE [(LOW DUES SALES TAX SERVICES

LeM TAX. If this box Is checked your dues will be billed monthly U BEST VALUE

by electronic funds transfer (*EFT). IF THERE ARE ANYTOTAL DUE 218, 98 RACQUETBALL N/C mo.

FAMILY ADD-ONS TO THIS AGREEMENT, BE ADVISED CLASSICTHAT IF YOU CHOOSE IN THE FUTURE TO PAY FOR ANY TOTAL PAID 219 TOWEL SERVICE ITO.

SUCH FAMILY ADD-ONS THROUGH MULTIPLE ACCOUNTS 0EASY STARTWITHIN THIRTY (30) DAYS FROM PURCHASE, YOU MUST 0LOW DUES BALANCE DUE -0.02 KID'S KLUB RIO.

PAY THE FULL INITIATION FEE AS ADVERTISED FOR A

CURRENT "EASY START" MEMBERSHIP FOR EACH 0 BEST VALUE

ACCOUNT ADDED. IF YOU MAKE THIS CHOICE AFTERCORPORATION NAME:

THIRTY (30) DAYS FROM PURCHASE, A SPLIT FEE OF $19 0SINGLE CLUB

WILL BE CHARGED PER ACCOUNT ADDED.

YOUR EFT BILLING DATE: Your monthly dues will be billed and collected once a month beginning on 10-01-04 and continuing on the same dayeach month thereafter until terminated in the manner provided below.

thl. Fil II, o l t, i l th, o thlHow to stop rur mon Ty.,, t?, tqlg. i Jr' TP. NdC, 11.e r, a, ..DP q11°.PL-.1e 2P You 1, i 1, 1)•. yo.0 ii).7 1,,+)4,4,I, F,.1 !I foa „ce- ri y

*cfue's throagh FT and Cancel your fnember-, h[i I,, F Wq1ding y,ratter? flPtIC of your taquest at 1:2 Ict ill rly day§ prioi to yovrardit btllingliate: Send tl)eviytjen notice to LA Fitnese;(4., Box.„. 541)v, liwIQ, QV9261 9,-417a II the notice IS pottbriq, d at t, 1 '§t 30-da)/8 priohkrOur nextbilling date no

ftirk billlf:Ig'ii'i(ill gcct)r,l1rtri:e=n-Oti6-1S Postrnailk0 les5 tb6rll'.3° d6Ys.prO to,014 neKt billing (-1?-lP cr I' or Plo're-hilliod will occur. In,M* caso;, YOLii.).1aMmonth!t,prepaid cipep4kIll dXteh:el•yourrnecubprshilp'pkatinn by an arimioryi no days or r1,, a, 6_.pandino on your original sIgn bp:date.

*EFT Request. Buyer (individually and as agent or guardian of Member) nereby authorizes L.A. Fitness to make periodic charges to or withdrawals from

(a) the account used to pay the initial payment described above, or (b) a replacement account hereafter used for payment of any sums due L.A. Fitness

under this Agreement, including but not limited to Buyer's balance due if not paid by the due date, or for any other use by Buyer of L.A. Fitness

facilities or services (the EFT), as follows: Monthly membership dues will begin on either the 1st or 15th of the month following your membership sign up

date, as described above. In the event sufficient funds are not available in Buyer's account or debits are otherwise not accepted, L.A. Fitness may

resubmit the charge. If the resubmittal is returned uncollected, the rejected amount plus a $10.00 service charge may be added to Buyer's next regularlyscheduled debit. Buyer understands that Buyer is entitled to notice of all varying charges and withdrawals under the EFT, but Buyer waives the right to

receive.prior notice for charges or withdrawals made with respect to any uncollected monthly dues payments or portions of the balance due described

above and the corresponding service charges, both of which Buyer agrees are not vatying charges or withdrawals. Buyer understands that Buyer is in full

control of Buyer's payment and that this EFT Request will remain in effect until L.A. Fitness receives written notice of termination of this Agreement and

has a reasonable opportunity to act on that notice. If you decide to chang_e your billing information, a 30-day notice is required. Buyer may timely notifythe financial institution in control of Buyer's account to terminate this EFT Request, but such notification will not otherwise affect this Agreement and

Buyer's obligations herein. Buyer acknowledges that the origination of the Automated Clearing House transactions to Buyer's account must comply with

the provisions of US Law.

BUYER'S RIGHT TO CANCELIf you wish to cancel this contract, you may cancel by delivering or mailing by certified mail, return receipt requested, written

notice to this health club or the Club of Enrollment. The notice must say that you do not wish to be bound by the contract and

must be delivered or mailed before 12 midnight of the third business day after you sign and receive a copy of this contract.

The notice must be mailed to L.A. Fitness, P.O. Box 54170, Irvine, CA 92619-4170 or submitted by personal delivery to the

Club of Enrollment. Upon receipt of notice of a 3-day cancellation, L.A.Fitness shall refund to buyer all monies including any

initiation fee paid under the Agreement In some cases you may also cancel this contract if you signed it before the health

club facility was completed, if the club moves or goes out of bu.gness, if you become permanently disabled or if you move

from the area. If you cancel, the health club may be entitled to a certain portion of the contract price. If the health club goes

out of business or refuses to give you a refund, there may be a bond or letter of credit under which you are entitled to collect.

For details, read your contract carefully. Enforcement of the Health Club Act is by the Attorney General of the Commonwealth

of Pennsylvania or the district attorney of the county in which the health club is located. You may also bring a private cause

of action. If your rights are violated, you may contact the State Bureau of Consumer Protection or your local district attorney.

NOTICE OF CLAIMS AND DEFENSESAny holder of this contract or note is subject to all claims and defenses which the debtor could assert against the seller of

goods or services obtained pursuant hereto or with the proceeds hereof. Recovery hereunder by the debtor shall not exceed

amounts paid by the debtor hereunder.

By signing this Agreement Buyer acknowledges that Buyer is of legal age, has received a filled-in and completed copy of this

Agreement identifying the membership type and services purchased, has read and understands the entire Agreement includingbut not limited to the °EFT Request (if applicable) the Release and Waiver of Liability and Indemnity, all other Additional Terms

and Conditions on the reverse side hereof and the current Membership Policies and Club Rules and Regulations providedherewith. This Agreement constitutes the entire agreement of the parties and no other agreement or understanding exists

between Buyer and L.A. Fitness. L.A. Fitness has made no express or implied warranties or representations other than those

expressly set forth in this Agreement to induce Buyer to enter into this Agreement L.A. Fitness recommends that you consult

your physician prior to beginning any exercise or weight loss program. Any conflict between the original Agreement and any

copy of the original Agreement shall be controlled by the original Agreement

Executed at: (Club of Enrollment) HUNTINGDON VALLEY Pennsylvania on

By1791495

LA. FITNESS EMPLOYEE SIGNATURE EMP. NUMBER MEMBER'S BUYER'S SIGNATURE1Al24PN 2/04

2020 COUNTY LINE RD., HUNTINGDON VLY, PA, 19000


EXHIBIT B


LAIFITNESS. BAR CODENAME MEMBERSHIP AGREEMENT

ADDRESS E-MAIL

BUSINESS PHONE HOME PHONE CELL/OMER PHONEIMMEDIATE FAMILY MEMBERS INCLUDED ON MEMBERSHIP MUST UVE AT THESAME ADDRESS AND USE THESAME SOURCE OFPAYMENT AS MEMBER. (MAX4)

#1 FAO NAME #2 FAO NAME #3 FAO NAMEIt is agreed by and between LA. Fitness International, LLC ('LA. Fitness") and

PAYMENT ACCT. EXPIR.you, the undersigned Buyer (individually, if you are the Member, and/or as agent PAYMENT DATE TYPE NO. DATE AMOUNTor guardian of the Member or responsible party), that you are purchasing a

membership from LA. Fitness according to the terms on both pages of thisiNmATioN FEE

Membership Agreement and the current Membership Policies and Club Rules andFIRSTLAST

Regulations ("Agreement". MONTHS DUES 5

PAID IN FULL (PIF) MEMBERSHIP: EXPIRES. PREPAID DUES(FIF)ANNUAL RENEWAL (EXPIRES SAME DATE) Plus Applicable

Sales Tax SUBTOTAL

MONTHLY DUES + APPLICABLE TAX. Your dues will be SALES TAXbilled monthly by electronic funds transfer to your bank account ("EFT")or,

SERVICEScredit card ("CC") (collectively, 'EFT/CC"). TOTAL DUE S,^5.,,, -S1,:a."Z-7..z-• .Z.4;e, rf,:I LIMITED ACCESS: If checked, no entry/access after 4:00 pm, Mon-Thurs.

TOTAL PAIDu GUEST PRIVILEGES Si.„.:,. -1, 1-ci

me.

if there are any Family Add-Ons ("FAO") to this Agreement be advised that if you „:4-14, 0 FAABLYACCESS me.choose in the future to pay for any such FAOs through multiple accounts, a one- awmEDuEtime split fee of $79 will be charged per account added. Additionally, if a FAO wawa:mooType 0 RACQUETBALL S mo

splits off this Agreement, you agree and understand that the amount of your pre- 13 TOWEL/SERVICE mo

authorized Monthly Dues will be decreased by the corresponding Monthly Dues0 KIDS KLUBamount of the FAO being removed from your Agreement. mo

YUUK tl- I /UU I.MA I t: Your monthly dues will be automatically billed and collected electronically once a month beginning on and conttnuingon that same day each month thereafter until terminated in the manner provided below.HOW TO CANCEL YOUR MONTHLY DUES MEMBERSHIP: You may cancel your membership and the continued billing of monthly dues through EFT orCC by mailing written notice of your cancellation request to: LA Fitness, P.O. Box 54170, Irvine, CA 92619-4170 or such other address designated by LA Fitness.A cancellation notice postmarked a minimum of 20 days prior to your next Billing Date will result in no further billing of monthly dues. .A.1/4 cancellation noticepostmarked less than 20 days prior to your next Billing Date will result in one more monthly dues billing. Then, your last month's prepaid dues.will be applied for yourfinal monthly dues payment, extending your membership at least an additional 30 days, at which time your membership will expire. After this candellation notice, youwill have continued health studio ("Club”) access until your membership has expired.*EFT/CC REQUEST. To the extent permitted by law, you hereby authorize us to initiate separate EFT/CC charges from the account you Identified and/or anyreplacement or substitute account (the "Account') for the following amounts: (1) the Balance Due shown above, if not otherwise paid within 60 days after the date ofthis Agreement; (2) your monthly dues as described above, prior to cancellation or freeze, if you are a Monthly Dues Member; (3) any one-time or monthly fees we

charge if you request a freeze of your Membership prMleges (currently ranging from $5-$20 per month, or a one-time fee ranging from $15-$100, dependihg on

length, but subject to change); (4) your monthly dues, or a pro-rated portion thereof on reactivation of your membership privileges following any freeze; (5) a $10return fee for any EFT/CC charge that is returned unpaid; and (6) any other fee for Personal Training Services or other goods or services we provide you from time totime if you instruct us to bill the charge to your Account on file. Authorized EFT/CC payments may be separately initiated or, to the extent permitted by law,combined with other authorized EFT/CC payments. You may cancel your EFT/CC authorization for the payment of monthly dues by giving us written notice oftermination. It will only take effect after we have had a sufficient time to allow us and your financial institution, using commercially reasonable (but not extraordinary)efforts, to act on the notice.BUYER'S RIGHT TO CANCEL: If you wish to cancel this contract, you may cancel by delivering or mailing by certifiedmail, return receipt requested, written notice to this health club or the Club of Enrollment. The notice must say that youdo not wish to be bound by the contract and must be delivered or mailed before 12 midnight of the third business dayafter you sign and receive a copy of this contract. The notice shall be sent to L.A. Fitness International, LLC, P.O. Box54170, Irvine, CA 92619-4170 or submitted by personal delivery to the Club of Enrollment. Upon receipt of notice of a

3-day cancellation, L.A. Fitness shall refund to buyer all monies including any initiation fee paid under theAgreement. In some cases you may also cancel this contract if you signed it before the health club facility was

completed, if the club moves or goes out of business, if you become permanently disabled or if you move from thearea. If you cancel, the health club may be entitled to a certain portion of the contract price. If the health club goesout of business or refuses to give you a refund, there may be a bond or letter of credit under which you are entitledto collect. For details, read your contract carefully, Enforcement of the Health Club Act is by the Attorney General ofthe Commonwealth of Pennsylvania or the district attorney of the county in which the health club is located. Youmay also bring a private cause of action. If your rights are violated, you may contact the State Bureau of ConsumerProtection or your local district attorney.NOTICE OF CLAIMS AND DEFENSES: Any holder of this contract or note is subject to all claims and defenses whichthe debtor could assert against the seller of goods or services obtained pursuant hereto or with the proceeds hereof.Recovery hereunder by the debtor shall not exceed amounts paid by the debtor hereunder.Buyer agrees that LAF may provide Buyer's personal contact information to independently operated businesses within the Club and Buyer consents that suchbusinesses may contact Buyer Oncluding by phone) concerning available services or promotions.Buyer hereby consents to the use of an electronic signature to record Buyer's commitment to the terms of this Agreement.By signing this Agreement, Buyer acknowledges that Buyer Is of legal age, has received a filled-in and completed copy of this Agreement has read and understandsthe entire agreement including but not limited to the *EFT/CC Request (if applicable), the Release and Waiver of Liability and Indemnity, all other Additional Termsand Conditions on the reverse side hereof. L.A. Fitness recommends you consult your physician prior to beginning any exercise or weight loss program.

Executed at: (Club of enrollment) Pennsylvania

LA. FITNESS EMPLOYEE ID NUMBER MEMBER'S BUYER'S SIGNATURE DATEWhen you provide a check as payment of any amount due under this Agreement, you authorize LA Fitness either to use information from your check to

make a one-time electronic fund transfer from the account on which the check is drawn or to process the payment as a check transaction. When LAFitness uses information from your check to make an electronic fund transfer, funds may be withdrawn from the account on which the check is drawn as

soon as the same day LA Fitness receives your payment and you will not receive your check back from your financial institution.

Page 1 of 3 LA-PA 7/09

Case 2:10-cv-02328WIN4DaamveAND INFIGIVIZOES10 Page 40 of 45Except as otherwise stated herein, all notices to L.A. Fitness hereunder shall be mailed (certified or registered, return receipt requested) to P.O. BOX 54170, Irvine, CA 92619-4170 or tosuch other address designated for notice as posted at LA. Fitness club facilities. All notices to member hereunder shall be mailed to the address member has provided in this Agreement orto such other address which member agrees to notify LA Fitness of in writing and in accordance with this paragraph. If any part of this Agreement is held by a court of competentjurisdiction to be void or unenforceable, the remainder of the terms and provisions of this Agreement shall remain in full force and effect and shall not be affected.You agree to give us notice if your billing or Account information changes and you authorize us to seek and obtain information about changes in Account numbers and status from thirdparties, such as your bank or our credit card processor. If you decide to change your billing information, a 30-day notice may be required.

You Qndividually, if you are the Member, and as agent and/or guardian of Member) agree that Member, and Member's family members, and any guests and invitees shall be bound by thisAgreement and the LA Fitness Membership Policies and Club Rules and Regulations provided herewith for the usage of LA. Fitness Club facilities. You agree that the MembershipPolicies and Club Rules and Regulations may be revised, supplemented or amended in the sole and absolute discretion of LA. Fitness and any such changes shall become immediatelyeffective upon posting in the LA. Fitness Club facilities.

It is guaranteed that your monthly membership dues will not increase for three years from the date of enrollment You agree to pay dues in advance, for the first and last months ofMembership. Termination of Membership will be effective only if the procedures described herein are followed. Failure by any Member to use the Membership wit not relieve you of yourpayment obligation regardless of the circumstances, except as provided for below. If any payment of dues or other charges is not made on time, LA Fitness may, but is not obligated to,suspend or terminate your Membership. No refunds shall be made for Membership dues paid, except as specifically provided in this Agreement In no event shall this Agreement requirepayments or financing or extend for a period that would give rise to a retail installment contract or be greater than that permitted under the laws of the State of Pennsylvania.IMPORTANT: RELEASE AND WAIVER OF LIABILITY AND INDEMNITY. You hereby acknowledge and agree that use by Member and/or by Members minorchildren of LA. Fitness' facilities, services, equipment or premises, involves risks of injury to persons and property, including those described below, and Memberassumes full responsibility for such risks. In consideration of Member and Member's minor children being permitted to enter any facility of L.A. Fitness (a "Club") forany purpose including, but not limited to, observation, use of facilities, services or equipment, or participation in any way, Member agrees to the following: Memberhereby releases and holds LA. Fitness, its directors, officers, employees, and agents harmless from all liability to Member, Member's children and Memberspersonal representatives, assigns, heirs, and next of kin for any loss or damage, and forever gives up any claim or demands therefore, on account of injury toMember's person or property, including injury leading to the death of Member, whether caused by the active or passive negligence of L.A. Fitness or otherwise, tothe fullest extent permitted by law, while Member or Member's minor children are in, upon, or about LA Fitness premises or using any L.A. Fitness facilities,services or equipment. Member also hereby agrees to indemnify LA. Fitness from any loss, liability, damage or cost LA. Fitness may incur due to the presence ofMember or Members children in, upon or about the LA. Fitness premises or in any way observing or using any facilities or equipment of LA. Fitness whethercaused by the negligence of Member(s) or otherwise. You represent (a) that Member and Member's minor children are in good physical condition and have no

disability, illness, or other condition that could prevent Member(s) from exercising without injury or impairment of health, and (b) that Member has consulted a

physician concerning an exercise program that will not risk injury to Member or impairment of Members health. Such risk of injury includes (but is not limited to):injuries arising from use by Member or others of exercise equipment and machines; injuries arising from participation by Member or others in supervised or

unsupervised activities or programs at a Club; injuries and medical disorders arising from exercising at a Club such as heart attacks, strokes, heat stress, sprains,broken bones, and tom muscles and ligaments, among others; and accidental injuries occurring anywhere in Club dressing rooms, showers and other facilities.Member further expressly agrees that the foregoing release, waiver and indemnity agreement is intended to be as broad and inclusive as is permitted by the law ofthe State of Pennsylvania and that if any portion thereof is held invalid, it is agreed that the balance shall, notwithstanding, continue in full force and effect. Memberhas read this release and waiver of liability and indemnity clause, and agrees that no oral representations, statements or inducement apart from this Agreementhave been made.

LA. Fitness makes no warranties or representations, express or implied, other than those set forth herein, and your sole and exclusive remedy in the event of any breach of this Agreementshall be cancellation of this Agreement. IN NO EVENT SHALL LA. FITNESS BE UABLE FOR ANY SPECIAL INCIDENTAL OR CONSEQUENTIAL DAMAGES. In addition to the otherdues, fees and charges provided for in this Agreement, you agree to pay a $10.00 service fee for any item or direct charge memo not paid by your financial institution or account whenpresented for payment by LA. Fitness.

Any active membership in good standing may be placed on an inactive status (frozen) pursuant to LA. Fitness' current policy. L.A. Fitness may assign this Agreement, including Memberspayment obligation herein.

If the Club facility temporarily closes for 30 days or less, the member shall receive an extension of the Membership term equal to the period during which the Club facility is closed. If the Clubfacility closes for more than 30 days, the Member is entitled to cancel the Membership if LA. Fitness fails to t provide a comparable facility within ten miles of the location designated herein.Upon receipt of notice of cancellation, LA Fitness shall refund the Member all moneys paid in excess of an amount computed by dividing the full contract price, including any initiation fee, bythe number of weeks in the contract term and multiplying the result by the number of weeks elapsed in the contract term. LA. Fitness, in its sole and absolute discretion, reserves the right toclose any Club facility and/or change existing facility rules, regulations, conditions, guidelines, club facilities, classes, programs and hours of operation. Classes, Club facilities, parking andequipment are available subject to demand and may be crowded at peak hours or may be discontinued or times changed if demand fluctuates. Other clubs may be built acquired, reopenedor converted after the date of your Agreement which may be excluded from your membership at our sole discretion.

The Member may extend the Membership term of this contract at no additional cost for a period of time equal to the duration of a disability where the Member has a disability which precludesthe Member from using one-third or more of the Club facilities for a period of less than six months and the disability is verified by a physician. The Member or Member's legal representativemay cancel the contract if the Member dies or becomes permanently disabled. A permanent disability means a condition which precludes the Member from using one-third or more of the Clubfacilities for six months or more and the condition is verified by a physician. Upon receipt of notice of cancellation, LA Fitness shall refund the Member all moneys paid in excess of an amountcomputed by dividing the full contract price, including any initiation fee, by the number of weeks in the contract term and muttiplying the resutt by the number of weeks elapsed in the contractterm less a fee of $100 or, if more than half the life of the contract has expired, a fee of $50. In the case of a permanent disability L.A. Fitness may require the Member to submit to a physicalexamination by a physician agreeable to the Member and LA. Fitness. The additional cost of the examination shall be borne by L.A. Fitness.

If the Member moves more than 25 additional miles from the Club facility, and LA. Fitness is unable to transfer the Agreement to a comparable facility within 5 miles of the Member's new

residence„ Member may cancel this Agreement and upon receipt of notice of cancellation, LA. Fitness shall refund to the Member all moneys paid in excess of an amount computed as ofthe date of relocation by dividing the full contract price, including any initiation fee, by the number of weeks in the contract term and multiplying the resutt by the number of weeks elapsed inthe contract term, less a fee of $100, or, if more than haft the life of the contract has expired, less a fee of $50.

The Member shall notify LA Fitness of cancellation in writing, by certified mail, return receipt requested, or by personal delivery to the address specified for notices in this Agreement or theClub of Enrollment. All cancellation refunds shall be paid within 40 days of receipt of the notice of cancellation. If the Member has executed a credit, lien or automatic funds transfer agreementwith LA. Fitness to pay for services, any negotiable instrument or credit or lien agreement executed by the Member shall also be returned and any automatic transfer shall be canceled within40 days after the cancellation. The Member may cancel this contract without penalty within three business days of its signing and the buyer receiving a fully executed copy thereof. Uponreceipt of notice of cancellation, LA. Fitness shall refund to the buyer all moneys, including an y initiation fee.

If the Member sustains any loss or damage as a result of the breach of contract or bankruptcy by LA. Fitness, the Member may file a claim with the surety, Bank of the West, 1977 SaturnStreet, SC-MPK-02-G, Monterey Park, CA 91755 and if the claim is not paid, the Member may bring an action based on the Letter of Credit and recover against the surety. My claim shouldbe filed no later than six months from the date on which the injury occurred. The aggregate liability of the Letter of Credit to all persons for all breaches of the conditions of the Letter of Creditshall in no event exceed the amount of the Letter of Credit. If claims filed exceed the amount of the Letter of Credit, the surety shall distribute the amount of the Letter of Credit as a standardpercentage of the amount claimed by all buyers seeking relief. In the case of a letter of credit that has been filed with the Director of the Bureau of Consumer Protection, the buyer shall bringaction against the heath club and thereafter submit the final judgment he obtains to the Director requesting payment under the terms of the letter of creditUntil LA. Fitness has provided the Member with a signed copy of this Agreement written in full compliance of Section 2163 of the Pennsylvania Heafth Club Act, the Member may cancel theAgreement at any time.

Until LA. Fitness has provided the Member with a signed copy of this Agreement written in full compliance of Section 2163 of the Pennsylvania Health Club Act, the Member may cancel theAgreement at any time.

In the event Member, or any of Member's family or an invitee of Member, violates any of the terms or provisions of this Agreement or the LA. Fitness Membership Policies and Club Rules andRegulations, L.A. Fitness may suspend their right to use the Club facilities and the services until such time as Member, or Members family Members, have abided by and fully complied withthe terms and provisions of this Agreement and the LA. Fitness Membership Policies and Club Rules and Regulations. Member shall not be entitled to any refund, credit or abatement ofMembership dues for the period during which the Membership was suspended. If Member, or Member's family or an invitee of Member, thereafter violates any of the terms and provisions ofthis Agreement or the LA. Fitness Membership Policies and Club Rules and Regulations, L.A. Fitness may terminate Member's Membership and the right to use the LA. Fitness facilitieswithout reimbursement LA. Fitness also reserves the right to terminate the Membership for any reason whatsoever upon written notice and a refund of the pre-paid dues, if any.

If the L.A. Fitness Club is not completed and operational on the date this Agreement is executed, the following items apply: A) the estimated date the Club facility will be open and availablefor use will be within 12 months from the date this Agreement is executed B) the Member may cancel the Agreement without penalty and receive a full refund, including the initiation fee, iftheClub facility is not open and operational by the date specified in (A) above, and C) the Member may cancel the Agreement without penalty and receive a full refund, including any initiation fee,within three business days after the Club facility opens or the Member receives notice of its opening, whichever occurs later.


Case 2:10-cv-02326-MMB Document 1 Filed 05/18/10 Page 41 of 45LA FITNESS MEMBERSHIP POLICIES AND CLUB RULES AND REGULATIONS

The following Membership Policies and Club Rules and Regulations ("Rules and Regulations") are a part of the Membership Agreement You, the Member, agree to

abide by the Rules and Regulations and other rules as posted which may vary depending on the club location and services offered. LA Fitness maychange the Rules

and Regulations without notice at any time. LA Fitness will post any such changes at the clubs. The Rules and Regulations and the individual club rules apply to

Members as well as their family members, guests and invitees (collectively, "guests") while in, on or about the club premises.

Membership types and services are subject to change without notice and are not necessarily available at all clubs. If a service is eliminated and additional fees were

charged for that service, the fees will be discontinued upon Member's request No fee reductions will be made if services that are provided at no additional charge are

discontinued. Club classifications are subject to change without notice or fee adjustment

MEMBERSHIP TYPES

Signature: A multi-state membership valid at LA Fitness dubs in all states, including "Signature' dubs. Refer to vnvw.lafitness.com for current "Signature" dub

listings and locations. Future club locations and brands may be excluded from this membership at the discretion of LA. Fitness.

Premier: A multi-dub membership valid at LA Fitness dubs in all states, except "Signature° clubs and dubs located in the state of New York. Refer to

www.lafitness.com for current club listings and locations. Future club locations and brands may be excluded from this membership at the discretion of L.A.

Fitness.

Premier— Single State: A multi-club membership valid only at LA Fitness dubs in the state of enrollment, excluding "Signature" dubs. Refer to

www.lafitness.com for current club listings and locations. Future club locations and brands may be excluded from this membership at the discretion of L.A.

Fitness.

Single: A single club membership valid only at the club of enrollment.

Limited Club Access: If this box is checked on page 1, this membership does not permit access to the health club facility on Monday, Tuesday, Wednesday or

Thursday after 4:00 p.m.

SERVICESRacquetball Courts: If this service is purchased, it entitles the member to use racquetball courts (subject to club reservation policies and court availability) at any LA

Fitness club that offers racquetball courts where member has a valid LA. Fitness membership.Kid's Klub: If Kid's Klub services are purchased, the parent or guaglian must check the child in and out of Kid's Klub and the parent or guardian who checks the

child in must check the child out Children may remain in Kid's Klub for a maximum of two hours and the parent or guardian must remain on L.A. Fitness'

premises at all such times. Please check with the front desk for additional rules, policies and applicable fees concerning Kid's Klub.

Family Access: If "Family Access" is checked under the "Services" heading on page 1, the membership you have purchased includes use of the Kids' Klub services

for up to 2 children, during the times and pursuant to the current rules such services are made available at the dub (currently for ages 3 months 12 years).Additionally, the paying adult member(s) on this membership may bring in a family member aged 14-18 to use the club with that adult, provided the paying adult

member is at the club with the family member at all times. However, this guest family access is not available after 5:00 p.m. Monday through Thursday.Guest Privileges: If "Guest Privileges" is checked on page 1, Member may bring in up to two guests, age 14 or older, to use the club with Member.

RULES AND REGULATIONS

1. Upon entering the club, all Members are required to present their active membership card or driver's license or other government issued pictureidentification. If you do not have your Membership card or proper identification, LA Fitness may prohibit your use of the facilities or may charge a guestfee for use of the facilities for that day.

2. All guests must sign a medical and injury release form prior to using the club facilities and follow all Rules and Regulations. All guests must prove that

they are at least 18 years of age or older unless they have paid a guest fee or a Platinum member guest who is at least 14 years of age and

accompanied by a parent or legal guardian. All guests using a Guest Pass may only do so one time during any six month period and must arrange for

a brief tour of the club at least 24 hours in advance of their arrival and provide proof that their residence is within 25 miles of the club. Guest fees, are

subject to change without notice. LA Fitness may restrict the number of guests brought by a Member and reserves the right to discontinue guestprivileges in its sole and absolute discretion.

3. During Club use, all Members and guests will refrain from engaging in loud, foul or slanderous language or molesting, badgering or harassing other

Members or club employees, agents and contractors. Threatening or violent conduct is prohibited.

4. Members and guests will abide by and fully comply with the LA Fitness dress code for proper attire on the Club premises. In addition, for safetyreasons, clubs may post recommended, but not required, attire. For example, LA Fitness recommends shower shoes or sandals in all wet tile areas

and eye guards during racquetball activities.

5. No Member or guest may coach or train other Members or guests (as determined solely by LA Fitness). Members may not engage in any type of

business or enterprise while at the LA Fitness Clubs.

6. From time to time, LA Fitness may permit independent contractors to offer products or services to Members. LA Fitness does not stand behind or in

any way make any representations or warranties concerning, or guarantee the quality or reliability of, these products or services, including whether or

not these independent contractors will remain in business for any period of time.

7. Members should not bring valuables, including money, onto the club premises, lockers or parking areas. Each member understands and agrees that

LA Fitness will not be liable for the loss, theft of, damage to, the personal property of Member or guests.

8. Members and guests may not bring illegal drugs or alcoholic beverages onto LA Fitness premises.

9. The front desk telephone may only be used by guests or members in the event of an emergency.

10. Members and guests will abide by any additional LA Fitness rules and regulations posted at the Clubs.

WARNING: USE OF STEROIDS TO INCREASE STRENGTH OR GROWTH CAN CAUSE SERIOUS HEALTH PROBLEMS. STEROIDS CAN KEEP

TEENAGERS FROM GROWING TO THEIR FULL HEIGHT; THEY CAN ALSO CAUSE HEART DISEASE, STROKE, AND DAMAGED LIVER

FUNCTION. MEN AND WOMEN USING STEROIDS MAY DEVELOP FERTILITY PROBLEMS, PERSONALITY CHANGES, AND ACNE. MEN CAN

ALSO EXPERIENCE PREMATURE BALDING AND DEVELOPMENT OF BREAST TISSUE. THESE HEALTH HAZARDS ARE IN ADDITION TO THE

CIVIL AND CRIMINAL PENALTIES FOR UNAUTHORIZED SALE, USE, OR EXCHANGE OF ANABOLIC STEROIDS.



EXHIBIT C

Case 2:10-cv-02326-MMB Document 1. Filed 05/18/10 Page 43 of 45

LA.IFITNES S. BAR OODENAME.MEMBERtHIP AoREemot

?q)DRESS. E-MAIL

EILISINEbS RHONE. HOMEPII.ONE..0511/0-MERVIAONEIimisselATE FAMILY Maidletatifietsiago-ON:giatetasHit* Oat Le,reAT ttiesAme Acierst

MOUSE ViE SAME SolJate OF PAYmgfir AS MeMBER. (Max. 4)

4ii) men niasii ii3.•FAtif^IAME-/f J rewpirmyic....

It Is agreed by end between LA. Fithess InternationaL LLC (Lk Fitness') arid AOTHilitIZEDINITIAL fiAYWENTS

yeti, the undersigned Biryet (indiyidiially, if yOu ate the Mentor, and/or at agentLAST 4 bteITS

or guardian' of the Member or responsible pa4). that yoU are litircilasing a..PAYMENT amt.., pAy rYPE.:.. iNF ACCT. tio... AmovNT

.filedibershIp frem LA. Fithess acdoNing id the. taint On edth odes of thla. hoktfoktEt.._,MeMbership Agt.dertient and d-te turrent Membership Pellcies and Club Mkt arid FietritAttRegulatlionsCAgreernent")..

D PAID IN PULC(PIF)MEM6ERSHIP: EKRIRES isit-Kme.Gets..

ANNUAL RENEWAL: .(E)TIRES SAME DATE) Pitts Applitable•SalesTex..

3 MONTHLY DUES + APPLICABLE TAX. YOur dues Will be SALEB tAX 5

billed Menthly by electronic fund's trendier to Our bank aecOunt (tF-r) or It.;.ST...-§.credit CakfCCC"). toULti.ue. s.. :•1 SERVICES....

I *LIMITED ACCO'S: If checkedhe entry/access after 409 pith Mon-Thurs. 7, k!TOTAL PAID

o WEST PRIVILEDES i Rio:5..

f.',.. 0 RARIA' AODES5 5 rho.

If there ere any Family Add-00 FAO") to thit Agreement be advited tHat if You .6",;(cEi5.i. It 5 ino..

ohoOde Inght•fatUre to pay fer•ahy such FAOS throUgh rnultIPle aCcOunts, a one- MEMBEBBHIVIYPE:Atm dplit fee Of $79 Will be thar§ed per acOeunt added. Additionally, if a FAO 0 RADODETBALL hlo.

SOUS. Off this Agrettnerk yob agree and -Onderttand that the atheyht of your pre- 0 feweuderivice ma..

aUthorid MOnthly Dues will be decreaded bY the dorresponding MonthlyDifet.

amauht of the FAO being terneved freen your Agreement. d KitliiiLOt Mb.

youk errico BILLING DATE: YoUr montrilY dues will ba'autorhatically billed and C011ebted elebtrOhically•onte a-Mohth beginning tin. ano cOntiniang

oh that seine clay Of eaCh Month, or as StiOn thereafter.ad prootital,,until terininated In.the manner provided herein...

HOWTO CANCeL )(Pun. MpNTH4Y-DII0 MEMBERSHIP: Yeirrhay4ahoel YOUr memberthip ancl thedOntinUed billIng Of riferithly OUes through eFT drco by MailitIg *Men' notice of Your caribellation fequest to: LA ritfrats; P.O..13toi 54170, NO, CA 92-611j-417O A eaneellatibh tibtide pestmarked at 1E-lett 5

buOiriots pap before yout 'herd blilihg date should result th no Niter Mobthly DUeS billing: A dafibellation.notice-9099tiarWIO9.s than 6 buSlhest days befOre yoUrnext billihg date,may resultin Vie tribre MOnthly Mies billing. In either. tate, .if Saoh.ah•addilicinal MOrdhly•OVOS billing oeOurs, LA FitheSS refUnd that"billihg.Year laSt itionth's.preptid dues' vAII be applied tO the nibnth after the Month epaid by yOur final EFT tit CObilling, atid your diedidoNhio will *Ire et the arid Of that

prepaid leSt month UntIl ydur inenibershIP oplrot, you will have.ddhtihuadtiohabbaSS.cEFIKC REOUEST: Try the eidont penriltted bY law,. you hereby authorize tit tb initiate Warble trt-ib'c 'chalet faith the abOdunt yOU Identifieti gridior any

replabeiterit Or SUbstlidte act:di:int (the "Addbunr)for the fdllowIng errioutitt: (f) the I4elarite Due ShOWn above If not othehMte Paid Within 60 days after the date of

thIS Agree-inert (2) Mir rnohthlyddet, at deteribed abOve, if ybu ate a Mblithly DOet Wilber; (8) anydne-tithe"Orrtionthly feet We charge If yoUreduast a freeze-

of Our' MoritershiP privileges (eUrreritlyran6ing from $6-$20 pat months, or a One4irrie fee rafting frign 6-0:00, .dependihg eh length, butsubject to changio; (t),

yoUr monthly dues, or a pro-rated portion thereof .cin-teactivatIon-of yak meMberthip privilegeS following gny freake: a:tato-01 fee Of up td $19 fitir any EFT/CC

Chate that IS returhed unpaid arid (6) any othat fee for Pertrinal Training 'Services'or Other gadda orservlbes we proVide you frOrn titne‘to tittle if yOu inStruct ut to

bill the criatgeto yOUr AccOuht ori file. Authorized EMCC baymenta may be Separately initiated Or, te the ektent penriitted by law, OOrribihed With Other guthoriteg

EFlyee paymenta. YOU they cartel yOur EFT/CC authoription for the payment Ofitorithly dueo by dvinb tie-Writteti netite Of tentilhatIOn. It Will only take effect

after We hava bad a tele:Iota titoe to allow ut and your finahCial institUtieb, usitiToorniterolallyreasonable(tlaribt Oratirdinary) efforts to ad oh the mete.

BUyer hereby odirsehts tor•the-ote• Of an eleetronio signature' to NOM floyer.o•oonlinitenerntiothe.terrho ofthIO AMU-Merit

ay Signing -OS Agreemeht, BUyer acknOWledget thot Buyer is of legal lige;, •haS• retelved a fillod-in. oho oomOietott copyof this AgreeMetitIdentifying the MeMbetShip type end SerVicea outottased, haa read and Underatandt theentire agrettiletit Including bilt hot IIMItedle the -*EFT

Request (if applidable), the Release rinO WaiVer Of Ltability-and Inderfutityi- all •Other Additional Terme. and•COnditiOtTa•On 'OW reverte 'aide herebf

and•the current MeMber*hiP POlioles• and Club Rules end RegUlatiOns•previded:hefeWith..•This Agre.etnefit opristitotos the entire aMeehient of the

WHOand pO. *her agreeMent Or underatandihg•eXIStS betw,ean BUyer -and Fitneas h0 WOO nO oxphige Or litYptiedworrontios.0 rePrOVOtiOPe otherthan thbet eXpreesly,set foech ih this AgmatifottO Intiuqe tibyer orenyOne-tti"efiter. Into-IWO AgreaMerit. L.

fitheo.te6ifinThend$. that yeir zeritult yOUr:•ptiy&iolorr pnorto beginfling: any eitarelfe or Weight Uss'prOgram Any ocinflict betweeti- the.Gag( nal

Agteericent.thdany COpy of the•OriginetAgreeinentshall be tontr011ed hy the 00101 AgregMeht.,

You; the'Elwei-, 'may conoei this Agtoemoht atohy-timo ptic* to Midnight. of tho fifth butifiess (lOy of theClub 'OW thtfdAte bf this Agreement; exclUding Stindays affd.hbildayS: TO C01001 this-Agretihieht, rhbil or

deliVet A.Signeti anddated hOtice,.ot tend a telegrain:whict.f-StateS-,that.,you, -.the 13.4y0t..0e.'coheetiog thisAgradinentior words ofsituileteffect the nOtioe shall be sant-to-.1.A. Fitnetsf14:0: 00(54110, levinei CA92019.4110 or delivoad to LA, Fitrib$s•gt: 1600 Michelson tvelVei *Oa 30; .CA 92014 rot quit.kofreft)ht4 ..vi$it tho -tita0ott oltib Iodation to-cancel Ih.perSOn and tozi Sure tc.) raeOlve .4 tedOiljt. :See page 2 fdr•addifibeta[taitellatitin old refund rights:.

SUbieCt to:the cancellation provisions herein, a MOrfthl DVes.AgreeMentetin awes for roughly two months after your final EFT/ a payment. or if youpurchased a Paid in Full MeMbership; the:length df the tetrn is MOilths.ExeCuted at: (Club of entelithent) Califarrila

L.A. FITNESS EMPLOYEE ID NUMER tvi5MBEIVS puyER's SlaNATURE DATE

When you prbVide a thedk ao,payinont Of atiyarribtint -due wider Mit Agreetrieht YOu itithOriplA-Atilest either tO useltiferrhatibri front your Chedic to

thaw a one4init efettrOniC fund franifer frail the atcotint on Whigh the Check IS draWri or to proCeSrt the pertikitit at a OhoOk transaction. When LA

ROSS uses infortnatieh froTh yea Check to Make an elettronic fund trahger, hindS triay be WithdraWn frOM the adbount On ywhICh the Check is draft as

tocin at the dame day LA Fithess retelyea yotir payftient and yeti Will net receive yOUr ehoOk beck from your fioanClal instItUtlorf.

Paie 1 of 3 LA-tA 12109

Case.2:101.1119.1Wfw r^';,..4, i.:, im., a

'Mint of 'fiterither Rai:Mired RaYrnent. Length of Membees right to taridel 1.1prin Candelladori.-Meriibet she( be liable.°, or that p o

:lucling_Initlation fees Agreedient after the date Of citetUtion the total oantract payMent, fridirding Initiatieri and other chargeShowever dendnfthetedthat has been made aVaitable for ute by

500 52 000, inclusive. !.*.i daYs after exectitiOn of moreberShiO•contract the Mernber based upon a Pro rate caltulatien Over the ten Of

pot $2.500.1nclusive 00 days after execution Of membershipsentiact. this Agreement The rertialning Porticin Of thechntrett peyfilentthee be retdrned tO the Mettlber.

Additicirtai Cancellation Rights and Reftinde: FerfortflanCe Of the tetVices agreed Oenherein shall begin Within .siX rribritht after ike ifate this

Agreement Wasentered WO. Metter May Cancel this Agreernerft and teCelvé a pre seta refund if LA. Fitnett falle• to prdvidd the SP'eCifie fadlties

adVerlited br offered in Writing by the the ihdiCated. If ne time is indleated In this Agreement, Mender May Centel this Agreenient Within six mentht after

the execution of this AgreeMent and shell rebeive d pre tate refund. If LA Fitness fails to Meet a tinieline Set fdrth herein, Member May candel the

Areertient at any tiMe after the expiration cif the briteline, previded that if, fbildWing the expiratien Of the timeline, LA. Fifties's deep prOVIde the aoyettiaeti

or agreed upon seNces, MeMber May canCel the AgreeMent up to 10 days after thote servicet ere Provided.. i.

A MeMber who pays any money under thie Agreértient for Memberehip at a faCility that has not yet Opened fer bueinete' hat the right to Canoe this

Agreement end receiVe a full refund et any tittle prior tb Midnight of the fifth barites day after the date that facility cipent for bUdineet. The refund Shall.

be paid within ten *(1 0) days of receipt df notice ofCancellaticin....

if by reason of death orditability, Mentber is Unable to receive all L.A Fitnese CIO serViCes for Which MeMber has crintradted, member% eitate and

MeMber, upon giving Written noboe hereunder, anall be relieVed froM the Obligation df Making payment fet Sersiites Other than thbee.recelyed prier hi

death or the drfset Of dieability, and, if Member hes prepaid any sum for eerviees, to much Of euCh surri at Is.alkicable to tervieee MeMber hat nottaken

the!l be refunded. "Disability" Meahs a COnditIOn Which precludet thaMernber frOm physidally using the facilities,: and the cblidition is•"verified by a

physician..if Menber Moves further than 25 Mlles kora the LA.' Fithets Club of enrdllMent and LA. Fitnest is unable to-transfer the' AgreeMent to a corriparablefacility, (one Within 25 miles of membere neW teSidence), Merriber May terminate this AgreeMeht by supplying Written .notfce haretinder, proof of

'reside-we, and paying a Oantellatien fee Of $100 for eaCh Meinbet: If More than half of the life Of the Agreernent has eipired, the daneellatien fee-wIll be

$50 per Member: If the Mernher has prepaid any•.sum fOr set-vibes; at Muth of stiOh.suMs prepaid as is alledated tO serViCes Metriber has not taken, if

kny, shall 1;.e promptly refunded, less the applicable daneellation foes..

IMPORTANT: nLeAs5 AND WAIVER OF LIABILITY ANC) INDEMNITY.,ifou hereby acknewledgaand agree that Use by Mernbeir andleir by Nt&nor$

Miner Children of LA Fitness' facilities, Services,. dOuiprhent Or prentises..inVelvet riska of injury to perSent and PrOPerty,. including' thote dettribed belOW,

and MeMber atatimes full reabonsibility fOr WO ritkt. in Cdrisideration Of Mentbdr and Membee Miner children being perinitted lb-enter ahy fatility•of L.A.

Fitnest (a "Club") fOr any purpose Including, but notifmiled to, Observation, use Of faoilitiee, ativiCes eir- equipMenL or parecipatiOn tn- dity:wqy,. Member

agrees to the folieWing; MeMber hereby releases and holde LA. Fithess, Its direCters, tifftbert, efhplOyeet, and agents harMlees froM altliability to Member,

Menthes children and Members persbnal repreteritative% astigns, heirs, and next of kin fOr ariy tote cit dainage, and forever giVeis up any claim Or

deMatide therefere, on adebUnt Of InjOryito Merneers Perkin dr preOerty,.inaludihg injury leading to. the death Of Water, Whether baited by.the activeor

passiVe negligenCe OfLA. Fitness or OtherWIte, tb the fullest extent perMitted by raw, while Meniber or MerriberS tither Children are in, .tiptin, orabout L.A.

Fitnats prernitet or using any LA Fitneat .facilitiet,..servicee dr equipment MOM* Wed hereby agreet td inderithify LA Fithatakcitii ahy lots, liability.

daMage Or. cbst LA. Fitness May incur due tb the preeendeOf Mdrnber dr Merebere Children in, Uperi cit atibtit the LA Fithete Pretillsee or In any Way

obsenfing or-using any Wilkie§ or equIprilerit of LA Fitrieee whether baited by the negligence Of Meniber(s) et Otherviite:"YOu repretent (a) that MeMber

and Members Miner Children are in geed phyaioar condition arid have no &ability, illness, or other °addition that coUld•prevent Mernber(e) front eXereiting

withOut ihjUry or imowment bf health, and (b) that Mernberhat &insulted g phytician CorteMing an ekerclee prograin thatwill het riek injury td MeMber dr

inipaignent of Members health. Such risk of Injury InclUdee (but le het liMited to): injUriee arising kern lite by Merriber orldthett of eierdie egoibment aho

machlnet; injuriee arising intim participation by Merit& or ethers irt sUpervieed or untuperVited adtivitiee or progratht at a *ClUb; Inpries and MediCal

disorders ahsing frdm 'exercising at g CIO such 08 he0rt etack8, Strokes, heat Stre8S, eptaine, beoken eerie& and terri•rnUteles .and Nati-tenth., among

others; and daiderital injUries Occurring anywhere in CIO drestihg reerns, thOwers and ether fatilities. MeMber fUrther eXpreselyggreet that the fOregOing

release, waiver arid indeMhity agreement is interided tO be es bread and inclireive as 18 perMitted by the law Of the State ofCalifornia-6N that if any portion

thereof it held inVoild, it is agreed that the balance ehall, notWitrittanding, centinue ih full face and died. Meraller hae read Mit releaSe and waiver Of liability

and indemnity Clause, and agrees. that no oral. repreeentations, staternente or Inducement apart. frdm thle AgreeMOnt have beentriede..r

L.A. Fitnees makee no Warranties or representation-a, express or iMplied, other than those sot forth herein, and yotir sold arid exClUsive reitiedY In the

event of any breach of this Agreement. shall be cancellation of this Agreement. IN NO EVENT StiAll LA. FITNESS BE LIABLE FOR ANY SPECIAL 'INCIDENTAL- OR

CONSEQUENTIAL DAMAGES.

Noticea: Except as otherwfse ttated herein, all notiCes.to LA. Fitness Shall be Mailed tb P.0, Box 54170, Irvine, CA.42619-4170, Or to such other eddress deSighated for notiCe

as poSted at LA. Fitness Club facilities. LA. Fitneas recorritnendSbut does not require, that you tend the ndtibe by Certified or regittoredMailreturn receilit requetted, n cider

to Maintain Orderthet you Om the notice in your Personal reCordt. AtInetices td mernber hereunder shall be malldd tO the addreas (tenter:44S provided In this Agreertterit or

lb Such other addreS$ which nierriber agreei to ridtify LA. Fitness of 14 writing and In aocoldarice With thls"paragraPh..lf tiny part of thia Agreenient IS held by a teutt Of

conigetent itirisdlOtion to be void auneinforcOblethe remainder of the Wins and browns of this Agreeirierit shall rein& In full•forte and effeCt..

You agree to giVe Us notiCe if yeur biking oe Acceunt InforniatiOnchenges end yOu.authotite ut Vassal; and obtain InTeritiatiOn atici0t thanget In kdcdOnt rafrnbers and Walt ROM

third paniet, sUch as yoOr bank or oUr credit card protestor. If yOu decidetdchahge yew billing infonatien, a 30-day notice may be required.,.....

Membership, Rules, RegulatIont and Club Policies: You (individually, if you art theMerriber, end as agent andter Oen:Ilan of MeMber) agree that WOW, and Membes

familyMernbersand any gUests.and Invitees shall be beund by (hit AgreeMent arid the LA. Fattest Memberthip Polices and Club Rulet and Regulatiens prOvIded hereWith for

the usage of Lk Fitness Club facilities. YoU agreethat the Membeithip POlices end Club 'Wet and Regulations may be revIted, Supplemented or deriendea In the-sole and

absolute diseretIon of L.A. Pitt-fess and any such Ohanges ahall becorne Immediately effeetive uporiposting In the L.A. Fithett Club facilities.

Financial POlicieS: Except as ethenwite provided In this AgreeMent, the triitlatibb fee IS 6On-refundable. The Initiation fee It hot a prepaid surn for terVIces: a Merely entitlet

you tb buy services by paying ninthly -dues and Other-applicable Changes. Monthly dues will be In the aMeurit Intiltated herelnaboye. It is guaranteed that your monthly

rheinbership dues MI not Increase for three yeart kern Me date of enrollnieht. After thief-5 years; your-monthly MeMberahlp dues rate will net increate by More than One dollar

($1) in any calendar year, dm all. You agree to Ray dues-14 advante, for tlie firSt and !eat ninths of Mentership. Incase Of a Multi-Member MeMbership, terMinatiOn byline

Membei- may cause the.mordhly dues rates Appilcable tothereinaining Membert te Increase to the bievailino inoividoal tatee. Felkite by anyMdater te Use Me Memberen1p

will not relieve you df yoUr paynient ObligatiOn regardless Of the cirCumstatices, except AS 0*i:fed for herein..lf any payment Of dues cir other Charget tenet Made ori time, LA.

Fitness may, Nit is not Obligated to, tuapend or terMlnateyour MeMbeithip. NO refunds Shaii be Made for Memberthip duet bald, extept ge *dully-provided In thls

AgreeMent. In addition tO the other dUes, feet end Charges previded for in this AgreenfenL you agree to pay 8 $10.00 senride fee ter atiy iteM <feared Charge theft pot paid

bY yOur finanCial InstitutiOn or aCcoUnt when pretented for payment by LA. Fithets. In ne event theill this' Agreetrierit reqUird any peyments Or financing bY the Buyer over a

period Of three years or In excess of the term of theAgreernent..Assignment: L.A. Fattest May estIgn'thliAgfeemont; Including Me-titers payinent Obligationherein..

Servicet, Fectlittet and Wafts: Member Is entitled to USe Of all current L.A. Faness facilities in California (exCept for po?Oriat-es of single er clatSic club Membership aS

Indicated On page 1). Setylded.purehased inclUdeaCcets to:group aerbbic Classes, tite Of free weights, battik) rheehineS, peol and sauna (where aVallable), lookarreem, arid

tiatIteiball Court acceet (plot reeqUetbell cOun aboess if -se indicated on page 1) dUring'all heurs the fatIlities are open to the public: Future alba 'May be Iribluded in tilt

Membership at the discnation of LA. FitriesStf the LA. Fitness CO facilities ere Unavailable to Member for a ContInunt peeled In exoets df 72 libdra. the L.A.:Fitnett Club

Membership ante (Upon request) Shall po extaridod for a period equal to the timeof such Unavailability. Alternatively, at the electibri of LA. Fitnest, it May make available to

MeMberat no additional cbst coMparable Club Moilitles Within e mdius df 25' Mlles of the Club, L.A. Fitness. In Itt tole and absolUte disci-den, raters/et theright•tb Close any

LA. 'Fitness Club and/Or change ekiSting L.A. Flinett diub*hilet, regulations, conditions, guldelinet; faCilitiet, ClaSteS, prograMs arid heat Of operallen. Clattes, facilities,

parking and equipment are available subject to dernand end may be crowded et peak hour's or May be ditcontinued or Urnes changed If dernand fluCtdates.

Page 2 of 3 LA-CA 12/09

eraft#72420.eiggPnalitriigL1TfoUtiib4u1B RIMigHtifift9t3LARi 45 of 4511.ft itille‘iiihg Mertiberthip POlicies and Club RuleS and flegUlatiOnt ("Rules and RegulatiOne") are a part of the Méritherthlp AgreeMerit. YOU., the Member, agree to

abide by the Rulet and Regulationt and Other rillet at Osted Whith may vary depending on the- dub kidation and -terviCes Offered. LA'Fitnets may Change the Rules

and Regulatione without notice at any firth. LA Fitness Will pat any wen changes at the dubt. The AIMS and Regulatibrit thd theindMdUal dub rulet apply to

Wilbert aS Well as their farifily nierribert; guetts and MI/Met (cetledtVely, ''gtieste) Mile in, Oti Or abeut ttia dub Preriliset.

Memberthip tipas and Servicesare tubjecttO Change WittioUttiblice and ere not iitheetarily.availoble at all dubt: if a tenthe is elithinated and additional fees Were

charged f& that s'efvice; the feet will.be distentithed up00 Meinber't tot:tat, Sio fee tedUetions vdi tie thadalt tttvic:6•.that ita prO41ded at it aciditkdal chdtga are

disccilArittell CIO. diaaakiatiOrit aria subject tO change withOutflotide-orTed adjustinent

MEMBERSHIPtYPES..gigriature: A mUlti-ttate Mettherthip Validat LA Pitnaas OlUbs In aft ttataa-, intludingtignature" dribs. Ref& tO wii.W.lefitriets.corn fot Orient tignatUre" dub

listings atki lbcationt. Future dub lOcations and brands May be excluded froni thlt rhorriberthlp at theditoretion Of L.A. Fithea.

Pre-rider: A ditiltf-Club Metribership valid att...A. Fitness diibt in all Oates. except "Signettlre'clubs end Clubt located in the Siete of New York. .lkefer to

vw+M(.18fitriess.com ter currentdub fittings and locatIont: FutUre dub IticatiOnt and.brands may be ekluded frorn thie niernbershiP at the disdetion of L.A.

rittia5..Firethlet —.tingle State: A Milli-dub memtiership valid Only gt L.A. Fitnett clubs in the ttate Of entailment, exchidiN "Signattire" dubs. Ittefer to

wwwdafithess.Oom for current club listings and locatiths. Future dubtodatiOns end brands May be eXCluded WM this ineMberthin at the ditcretiOn Of LA.

Fitness..Sirigie: A tingle dub memberthip valid only at the dUb ofenrollinent..Llialted ChM Aecatt: lf this box is checked On page 1', this' riiertibershlp does not Perriiit abdeSS te thehealth dub fealty Ori Menday,..Tueedeji, Wedneaday or

ThttrOday after 4110 p.m.

SERVICES.Ratityrietball Cdift-tt: If Mit terVide it purdhaed, it entitieS the indifit;et tia Ute moo-ad:54 taint (Subjed to olub•(etarVatien policies end Oat-availability) at any LA

Pitriess dub that offervraequettiell .oeiftts Where Meither hat g valid LA fitnetsmenibership.....kieN KlirLe If kid's klub serviCes are pOrchated, the"perent Or guardieh mutt-check thesdhild In atid OUt of Kid'eXikib and the tiarerit•di guardian who checks the

child itirraist check the child out. Children may reniain ih Kin KlUb for•A ingiiithurn Of MO Woe and the.paront or guardian Mutt retain On Lk Fitnets'

prerhises at all such tinesrleaSe check with the front detk kir additiOrial rules, lolkraa and epplideble feet OncethIng Kid% Eit:tb..

Fa-frilly Addees: If "Faintly ACeett" is checked Linder the "'Services" ti6ading cin 00.1, the Membership you haVe purehasod 'Iriclude-s-ue Of the Kidt' KIOteiviCet

for up to Z children, during the trews and purtuarit to the current rtifee tUCh servides ere &aide available at the &lb (euttantly kW ages.3 illdnflit 12 years):Additionally, the paliing adult Menber(t) oh thit Meinbeithip May brihOlh a faMily ifiernberebed 14-11 i3 te Obe the club With that adrift, provided the payin0 adUlt

Matter it at the dub With the faMily Member at all thee< HoWever; this guettfanilly aCtets is nOt available efter 6:001).#1.VI:6day throUgh-ThUteday.Gtiett Privileget: If 'Guest Privileges" It checked on page 1, Matti& may brihg in LIO tO IWO guettt, agt14 or deter, to use the tith with Neither.

RULES AND NEOULATIONS...1.. Ligon entering the dub, ell MembeS era required to piesent their actkie Metriberthip bard di &Men liceifte Or Other -0/din-Merit ittued pidture identification. WitheUt

the MeMberthi0 card er proper identification, LA Fitness May prohibit your use Of the facilitieeor May Charge a gUest fee for ute of the Witte's (Or that.day.

2. All goeels Must-Sign a Medical and Mit-in/release form pOor to using the dlub facilitips and follow ell Oules and RegUlations..Allgdests entistpreve that they ere &team

1.8 yeart cif age Or older ot are at legal 14 yeart- of age arid actoriip-anted by a parent dr legal guardian. All gtiettausing a Guest Patt may onlydo-SO one tithe during

any six Month peed arid Mutt arrenge Mr a brief tdur ef the club at least 24 heurs In ads:lance Of their arrival and proVIde proof that their ietidente Is within 25 Miles of

the Club. Guest feea are spbjeCt to change without notice. LA Fitnest (nay restrict the nurnber Of guests breught by a:Methber and reserve's,the right to dlecontlnue

guest privileges In its sole and absolute discretion.

3. Curitig*Club ose, all Merribert and-gudets will-refrain from, engaging in loud, foul ot slanderous language or nielesting, badgering Or haratsing other Members or club

empleyees, agents and Contractore. Threatening or ylelerit conductis prohibited.4. Members'and 'guests Will abide by end fully coMply With the LA Flthest itreet Cede fdr .propeiattire.On the Club Oreinitet. Iri addition, for safetji tenadna; clObs may post

reddrritnended, but not required. attire. Fitt ekartiple, -LA Fltheat redordinendt shoWer stkies or Sandals In ell Wet tile altered eye guards'diking racquetballactMtles.

5. No MeMbefer guest May CoaCh or train other Mar-Tibet orguettt (as deterMined aolelY by LA FitnesS). Members Mai/ not engage In any WO of titialfiete or entdrptise.While at the LA Flthets-Clebt.

6. Froth tithe te-Unie, LA Fltnett May perhilt Independent contrattors 0 OfferprOductS Or teiviCet to Meribert. LA Hthest ddet nOt Medd behind.Or Inany waytnake any

representationt CiiiaeratiOs cdricerning, or guar'anteetheAdelitydr reliability.of, theta products or teridas, Iddirding Whether ot not theseIndependent COntractors will

tent* lh tinsinets kir anyperiod Oftiine;7.- -.Mernbers.Shotild not bringvalitables, Intruding niOney, Ohtb the Cluti prerhiees, lotkets Or periling areas. tech meniber undeMands end agreet that LA.Fitness Is not

liable to MeMber or 'Netts for any personal Protierty-that is lett, daMaged of stolen While oh or around the PIO pleMises. Indluding but hot limited to, anyvehIcle dr its

contents, Or ahy prOpertylelln a lodker..

8. MeMbeit'and goats May not bring Illegal drifga or alccillcille beverages onte LA- Fltnets PreMitet...9. The frcint desk telephone may only beuted by.gUests Orrilenibertin the'event of anprilefgency..to. MeMbers and gUetts will abide by anyacklItional LA kfiess rulet 'arid regttatldht pbsted et ifte dUbs..

11. MY aCtkie L.A. Fitnett inenderthip in geoctstendlng Mey tie placed on ei Inective.Status (tidied) dursUant tO LA.FithaeoloiOtirreht pity;

i2.. MeMber Is liable to LK. Fitnest fOr eriY alb dadiage Ceuted by Membet and Member'S•guests....13. LA Fitnett thay suip.ohd Or teritilnete Meitinert.t1§fif 1.5 ike theCIO fetifiliband tenrides:ifMember or ivtotilbeii 'itieste vio6te Wit Agraethent dr erigage In 'other

rhisadndudt In dr abbutthe Lk Fithest Witty. Menthe Shall liottie entilied te anyrefda credit (kabala:Merit If Such a bieaditef the AgreetheritOCCUit.

14. After, ihe Initial 30 or 60 day Ocirturitnieht by tioth peitiee, LA Fitnest Its-Wes the riglif to terinInate the Menbershlp Icirenfreaton WhatSoeVer drotrWfitten'dOticeand a refUnd'of the dre-pald dyes,flatly....

WARNINO: USE OE StEkOIDS TO1NottEASE tTRENOtH.Ott attOMN CANCAUsE SERIOUS HEALTHPROE4EMS:: sTaRolot.dAN.Kep -reNAotks F.RoM oftoWINO tO tHEIkF014.*NSIONT;IkEYcAN.AL$ocAuSE HEARf .01gAse,, $11100, AND DAMAGED LivER•FUNCIION. mENANDWOMEN USINO.StEttoIDSMAY DEVELOP:FERMITY.fikoKEM% FEOONALITY CMAN9E8, AND ACNE. M'EN CAN ALEC) txpeftieNoPilEMATUftE, BA4DING AND •DEVELOFMENT OF,EREAtt TitsuE. THoe'REALYNNAZARDS Alit IN

Apliftio.N to.tHe MIL AND- DRiMINAL PENALTIES rokuNAUTHORIM$ALe, LiSti OR EXCHANOE OF

ANABOLudSTEROIDS*,..

Page 3 of 3 LA-CA 12169

Bilgram v. L.a. Fitness

Documents

reverse side hereof

class justifiably relied

rated portion thereof

jury trial demanded

notify la fitness

applicable tax

weight loss program

family members included