United States District Court, Northern District of Illinois, Eastern Division
DANIEL BANAKUS, individually and on behalf of all others similarly situated Plaintiff,
UNITED CONTINENTAL HOLDINGS, INC. and UNITED AIRLINES, INC., Defendants. HOLLY HAMMARQUIST, RICH FINEMAN, BRIAN NORTON, and MICHAEL KISEL, individually and behalf of all others similarly situated Plaintiff,
UNITED CONTINENTAL HOLDINGS, INC. and UNITED AIRLINES, INC., Defendants.
MEMORANDUM OPINION AND ORDER
JOHN Z. LEE UNITED STATES DISTRICT JUDGE
Plaintiffs Daniel Banakas, Holly Hammarquist, Rich Fineman, Brian Norton, and Michael Kisel ("Plaintiffs"), on behalf of themselves and others similarly situated, filed a Complaint against United Continental Holdings, Inc. and United Airlines ("United") alleging breach of contract. The complaint alleges United breached its contract with Plaintiffs in 2011 when it modified the frequent flier benefits available to them in 2012. United now moves for summary judgment pursuant to Federal Rule of Civil Procedure 56. For the following reasons, the Court grants United's motion.
Factual Background 
A. United's Mileage Plus Program
Plaintiffs are a group of individuals who reside throughout the United States; they are all members of United's frequent flier program called MileagePlus. Defs.' LR 56.1(a)(3) Stmt, ¶¶ 1-5, 8, 10. Enrollment in this program is free. Id. ¶ 9. Once enrolled, members receive benefits for accumulating mileage credit by traveling on United flights, using a United credit card, or renting cars from companies that have partnered with United. Id.
The MileagePlus program contains several enhanced status levels that offer additional benefits. Id.¶11. All Plaintiffs qualified for these additional benefits in 2011. Pls.' LR 56.1(b)(3)(B) Stmt. ¶ 23. United currently refers to these status levels as "Premier status levels." Defs.' LR 56.1(a)(3) Stmt.¶12. Only members of MileagePlus can qualify for the Premier levels. Id. ¶13.
In 2011, United had three Premier levels: Premier, Premier Executive, and Premier Executive IK. Id. ¶ 18. The benefits at each level included all benefits provided at the immediately preceding level, plus additional benefits. Id. ¶20. United provided these benefits on an annual basis in a given calendar year based upon the status level the MileagePlus member achieved in the immediately preceding year. Id. ¶ 21. MileagePlus members who qualify for one of the Premier status levels during a certain year also received the corresponding benefits for the remainder of that qualifying year. Id. ¶22.
B. The Terms of the Contract and United's Website
Every customer who enrolls in MileagePlus agrees to be bound by the MileagePlus Program Rules ("Program Rules"). Id. ¶ 28. The Program Rules state that participation in MileagePlus is governed by those rules and, in 2011, provided that "United has the sole right to interpret and apply the Program Rules." Id. ¶¶ 29, 31. General Condition No. 1 of the 2011 Program Rules stated that "United has the right ... to change the Program Rules, regulations, benefits, conditions of participation or mileage levels, in whole or in part, at any time, with or without notice, even though changes may affect the value of the mileage or certificates already accumulated." Id. ¶ 36, Ex. 1-C.
Additional information regarding Premier or Elite level benefits could be found on the United website in 2011 on a page bearing the heading "Elite benefits and more." Pls.' LR 56.1(b)(3)(B) Stmt. ¶12, Ex. C. This particular webpage contained a section "Member benefits by status level." Id.¶ 16, Ex. C. Here, United listed the benefits associated with each status level, which at the time included complimentary Economy Plus seating and two free checked bags for Premier members, 100% mileage bonuses for Premier Executive members, and other upgrades and benefits for all three Premier status levels. Id. After the end of the column listing the benefits associated with Premier status, United provided a link titled "Learn more." Id. That link led to another webpage, which provided that "[u]nless otherwise stated, the terms and conditions set forth in Mileage Plus Program Rules are applicable to the Premier program." Pls.' LR 56.1(b)(3)(B) Stmt.¶ 57, Ex. F. A few lines down, the webpage also read, "Program benefits and qualifications are subject to change from year to year." Id. Also on that page, the website stated that "[t]he benefits for 2011 elite status presented here are for members who qualified in the 2010 calendar year or during 2011." See Defs.' LR 56.1(a)(3) Stmt ¶ 26, Exs. 14-A to 14-F.
C. United's Program Modifications
Following the merger between United and Continental Airlines, United announced on June 29, 2011, that MileagePlus would be the single loyalty program for the merged airlines starting in 2012. Id. ¶ 53. On September 21, 2011, United provided more information about the 2012 changes. Id.¶ 55. The three Premier levels were given new names, and a fourth level added. Id. ¶ 56. United explained the changes would "take effect late in the first quarter of 2012." Id. ¶ 59. Along these lines, United made changes to the Premier benefits provided in 2012 to those who qualified in 2011. Id.¶ 62. For example, those customers in the 2011 program at the 25, 000 status level were entitled to two free checked bags on every United flight and could select Economy Plus seats at no additional charge when they booked their flight; after the 2012 changes, members at this status level were only entitled to one free checked bag and had to wait until check-in to select Economy Plus seats at no charge. Id.¶ 63. Plaintiffs now contend that these changes constituted a breach of contract by United.
"The court shall grant summary judgment if the movant shows that there is no genuine dispute as to any material fact and the movant is entitled to judgment as a matter of law." Fed.R.Civ.P. 56(a). The Court gives "the non-moving party the benefit of conflicts in the evidence and reasonable inferences that could be drawn from it." Grochocinski v. Mayer Brown Rowe & Maw, LLP, 719 F.3d 785, 794 (7th Cir. 2013). In order to survive summary judgment, the nonmoving party must "do more than simply show that there is some metaphysical doubt as to the material facts[, ]" Matsushita Elec. Indus. Co. v. Zenith Radio Corp., 475 U.S. 574, 586 (1986), and instead "must establish some genuine issue for trial such that a reasonable jury could return a verdict in her favor." Gordon v. FedEx Freight, Inc., 674 F.3d 769, 772-73 (7th Cir. 2012). The Court will, however, "limit its ...