1:25-cv-10461•Korn v. Simplilearn Americas Inc.
Texto completo
United States District Court
District of Massachusetts
Justin Korn,
Plaintiff,
V. Civil Action No.
25-10461-NMG
Simplilearn Americas Inc.,
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Defendant.
MEMORANDUM & ORDER
GORTON, J.
Plaintiff Justin Korn (" plaintiff " or " Korn " ) brings this
action against Simplilearn (" defendant " or " Simplilearn " )
individually and on behalf of a putative class consisting of
all persons in the United States who viewed a pre-recorded
video on [defendant ' s application (" app " )] and had their
[personally identifiable information (" PII " )] transmitted
to a third party .
Pending before this Court is a mo tio n of defendant to
transfer (Docket No . 15) . Alternatively , Simplilearn moves to
dismiss the amended complaint of plaintiff for failure to state
a claim under the Video Privacy Protection Act of 1988 (" VPPA" ) ,
18 u . s . c . §2710 .
Because this Court finds that plaintiff was not given
reasonable notice of the terms and conditions and therefore did
not enter into an enforceable clickwrap agreement with
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Case 1:25-cv-10461-NMG Document 24 Filed 02/19/26 Page 1 of 12Simplilearn , the parties are not bound by the forum selection clause contained within Simplilearn ' s terms and conditions . The motion to transfer will therefore be denied . I. Background In or about June , 2023 , Korn downloaded Simplilearn ' s mobile-phone application on his iPhone and created an account . According to defendant , to create an account , a user must check a box stating , " I agree to the Terms and Conditions ," which , in turn , specify that users must bring any actions in Collin County , Texas . The parties contest whether the referenced " Terms and Conditions " text was hyperlinked to a webpage containing their full text . II. Motion to Transfer A. Legal Standard Section 1404(a) of Title 28 of the United States Code provides for the transfer of a civil action from one federal judicial district to any other district or division it may have been brought in if doing so would be in the interest of justice and convenient for parties and witnesses . The decision to transfer a case pursuant to §1404 is left to the discretion of the Court . Astro - Med , Inc . v . Nohon Kohden Am ., Inc ., 591 F . 3d 1 , 12 (1st Cir . 2009) Trial courts consider motions to transfer with " individualized , case - by - case consideration of convenience and fairness ," Stewart Org ., Inc . v . Ricoh Corp ., - 2 - Case 1:25-cv-10461-NMG Document 24 Filed 02/19/26 Page 2 of 12
487 U. S . 22 , 29 (1988) , which includes considering factors such as 1) the plaintiff ' s choice of forum , 2) the relative convenience of the parties , 3) the convenience of the witnesses and location of documents , 4) any connection between the foru m and the issues , 5) the law to be applied and 6) the state or public interests at stak e . First State Ins . Co . v . XTRA Corp ., 583 F . Supp . 3d 313 , 318 (D . Mass . 2022) . Although a plaintiff ' s choice of forum carries a presumption in its favo r , the weight of that p res umption " varies with the circumstances of the case ." Brant Point Corp . v . Poetzsch , 671 F . Supp . 2d 288 , 290 (D . Mass . 1987) . One circumstance that n egate s the pr esu mp tio n is a valid forum - selection agreement between the parties , which are " given controlling weight in all but the most exceptional cases ." Atl . Mar . Const . Co ., I nc . v . U. S . Dist . Ct . for W. Dist . of Tex. , 571 U. S . 49 , 59 -60 (2013) (quoting Stewart , 487 U. S . at 33 (Kennedy , J ., concurring)) When a forum - se lection clause ' s " binding nature is uncertain or disputed ," however , many courts ignore them in deciding motions to transfer . Se e , e . g ., Pax , Inc . v . Veolia Water N. Am . Operating Servs ., Inc ., 347 F . Supp . 2d 281 , 284 & n . 5 (W . D. Va . 2004) ; Auto - Wares , LLC v . Wisc . River Co - op Servs ., 2010 WL 2508356 , at *3 n . 3 (W . D. Mich . June 17 , 2010) ; U. S . ex rel . Tesar Indus . Contractors , Inc . v . Turner Const . Co ., 2009 WL 3626696 , at *6 (N . D. Ohio Oct . 29 , 2009) . - 3 - Case 1:25-cv-10461-NMG Document 24 Filed 02/19/26 Page 3 of 12
., B. Discussion i. Reasonable Notice Requirement Under Massachusetts law , reasonable notice of terms and conditions is evaluated under a totality - of - the - circumstances standard . Kauders v . Uber Techs ., LLC , 159 N .E . 3d 1033 , 1049 (Mass . 2021) ; see also Emmanuel v . Handy Techs ., Inc ., 992 F . 3d 1 , 7 - 8 (1st Cir . 2021) . To satisfy that requirement the offeror must reasonably notify the user that there are terms to which the us er will be bound and give the user the opportunity to review those terms . Kauders , 159 N. E . 3d at 1050. That standard applies to forum selection clauses contained in online contracts . Cullinane v . Uber Techs ., Inc ., 893 F . 3d 53 , 61 (1st Cir . 2018) (quoting Ajemian v . Yahoo !, Inc ., 987 N. E . 2d 604 , 612 (Mass . App . Ct . 2018)) . In assessing whether there was reasonable notice , courts consider the nature of the agreement , the scope of the terms and conditions and the interface used to communicate the terms and conditions . Kauders , 159 N. E . 3d at 1049-50 . The interface is particularly relevant for inter n et transactions because the "s pecifics and subtleties of the design and content " affect a reasonable person ' s understanding of the agreement being negotiated . Id . at 1050 (citation omitted) ; see Good v . Uber Techs ., Inc ., 234 N. E . 3d 262 , 277 (2024) (noting that " where there is no face - to - face transaction between the contractin g - 4 - Case 1:25-cv-10461-NMG Document 24 Filed 02/19/26 Page 4 of 12
.,
parties , it is imperative that the interface convey to the user
that a contract is being presented " ) .
Compared to signing a written contract , " reasonable users
of [the] Internet may not understand that they are entering into
a contractual relationship ." Emmanuel , 992 F . 3d at 8 (quoting
Kauders , 159 N. E . 3d at 1049) . In the context of mobile-device
applications , such as the Simplilearn app that Korn used , this
is particularly true . Cf . Kauders , 159 N. E . 3d at 1051 (" It is
also by no means obvious that signing up via an app for ride
services would be accompanied by the type of extensive terms and
conditions present here ." ) .
Online , the opportunity to review is often presented via a
hyperlink to the terms and conditions , which are " commonly blue
and underlined ." Cullinane , 893 F . 3d at 63 (quoting CR Assocs .
L . P . v . Sparefoot, Inc ., 2018 WL 988056 , at *4 n . 4 (D . Mass .
Feb . 2 0 , 2018 ) ) . Such an appearance helps ensure t hat a
reasonable user has notice of the option to click into the
hyperlink for a more detailed explanation . See id . at 63 - 64
(finding hyperlink presented in gray box with white text did not
provide reasonable notice) . In the absence of any hyperlink ,
terms and conditions found on a separate webpage are not obvious
or noticeable . Zajac , LLC v . Walker Indus ., 2016 WL 3962830 , at
*5 (D . Me . July 21 , 2016) (" While browsewrap agreements may be
enforced against users based on constructive notice of their
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Case 1:25-cv-10461-NMG Document 24 Filed 02/19/26 Page 5 of 12terms, the terms must be made conspicuous by features of the website that interpose the terms (or at a minimum, a visually distinctive link to the terms) into the experience of the user in accessing and utilizing the website." (emphasis added)). ii. Application of Reasonable Notice Standard Simplilearn fails to show that the sign-up page's interface included a hyperlink to the terms and conditions or that the "design and content of the relevant interface" provided reasonable notice. See Kauders, 159 N.E.3d at 1049-50. Simplilearn claims that "[t]he words 'Terms and Conditions,' indeed, are hyperlinked, underlined, and in blue" but the supporting declaration from its CEO does not attest to that fact. Instead, the CEO declares that the user must check a box stating: "I agree to the Terms and Conditions," [without reference to the words being] hyperlinked, underlined, and in blue. Without a hyperlink, the box-clicking requirement is insufficient to bind any user to the forum-selection clause because box clicking demonstrates an online user's manifestation of assent rather than reasonable notice. See Good, 234 N.E.3d at 287. Here, even if a reasonable Simplilearn user checked the box, the user may not have realized that signing up for an online career-learning app was intended to establish a contractual relationship with a forum-selection clause. See Kauders, 159 N.E.3d at 1051. - 6 - Case 1:25-cv-10461-NMG Document 24 Filed 02/19/26 Page 6 of 12
Further , both Simplilearn ' s memorandum and its CEO ' s declaration are written in present tense and make no claim that the sign-up process was identical in or about June , 2023 , when Korn opened his account . Without such information , Simplilearn has failed to show that the forum - selection clause was binding on the plaintiff when he signed up for Simplilearn . See Pax , 347 F . Supp . 2d at 284 (denying motion to transfer when record did not have sufficient facts to determine whether forum-selection clause was binding) . Thus , this Court declines to give the forum - selection clause controlling weight at this stage . See Atl . Mar . Const ., 571 U. S . at 59 - 60 . In sum , Simplilearn has not prof fer ed su fficie nt evidence that users had reasonable notice of the Terms and Conditions at the time they created their accounts . Without such reasonable notice , users are not bound by the contract , regardless of whether they manifested assent by checking the box during the sign-up process . 1 Because Simplilearn has failed to s how that a valid and binding forum selection clause mandates transfer , the pr esumption in favor of plaintiff ' s choice of forum in the District of Massachusetts prevails . See Brant Point , 671 F . Supp . 2d at 5 . In consideration of that presumption and the 1 Because this Court finds the f orum -s election clause does not bind Korn , it dec l ines to consider whether transfer to Texas , California or New York would be proper . - 7 - Case 1:25-cv-10461-NMG Document 24 Filed 02/19/26 Page 7 of 12
.. other factors relevant to the §1404 transfer analysis , Simplilearn ' s motion to transfer will be denied . III. Motion to Dismiss for Failure to State a Claim A. Legal Standard To surv ive a motion to dismiss under Fed . R. Civ . P . 12(b) (6) , the subject pleading must contain sufficient factual matter to state a claim for relief that is actionable as a matter of law and " plausible on its face ." Ashcroft v . Iqbal , 556 U. S . 662 , 678 (2009) (quoting Bell Atl. Corp . v . Twombly , 550 U. S . 544 , 570 (2007)) A claim is facially plausible if , after accepting as true all non - conclusory factual allegations , the court can draw the reasonable inference that the defendant is liable for the misconduct alleged . Ocasio - Hernandez v . Fortuno - Burset , 640 F . 3d 1 , 12 (1st Cir . 2011) . B. Discussion Simplilearn argues three separate bases under which Korn has failed to state an actionable claim for relief . It contends : 1) Korn is not a " consumer " as defined under the VPPA , 2) Korn has not alleged that it disclosed PII in violation of the VPPA and 3) even if Simplilearn did disclose PII , Korn has not alleged that it did so knowingly . argument in turn . - 8 - This Court discusses each Case 1:25-cv-10461-NMG Document 24 Filed 02/19/26 Page 8 of 12
i. Meaning of "Consumer" under the VPPA Under the VPPA , a consumer may be a " subscriber of goods or services from a video tape services provider ." 18 U.S . C . §2710 (a) (1) . Defendant contends that plai n tiff does not qualify as a " consumer " because he does not allege that he " provided something of value , such as money or qualifying information ," in exchange for access to videos on the app . Defendant s uggests that plaintiff must allege that he provided such con s ideration based on First Circuit precedent , citing Yershov v . Gannett Satellite Info . Network , Inc . 820 F . 3d 482 , 488 (1st Cir . 2016) 2 The holding in Yershov does not , however , go so far . Although the court found in that case that plaintiff used a mobile app that gave defendant certain PII "in return for access to Gannett ' s video content ," the complaint and the court ' s earlier description of the transaction make it clear that plaintiff did not purposefully provide PII as consideration for access to defendant ' s videos . Indeed , in Yershov , the court noted that " the App does not seek or obtain the user ' s consent to disclose anything about the user to third parties ." Id . at 484 . Nevertheless , the App would transmit PII to third parties each time a user viewed a video clip . The First Circuit ostensibly viewed such a configuration as quid pro q u o but 2 The Court in Yershov declined to follow the reasoning of Ellis v . Cartoon Network , Inc . , 803 F . 3d 1251 (11th Cir. 2015) , which defendant invokes as an "an alogous case . " - 9 - Case 1:25-cv-10461-NMG Document 24 Filed 02/19/26 Page 9 of 12
.. plaintiff itself never deliberately provided the PII in exchange for content and the court did not hold that such a finding is necessary to qualify as a consu mer under the VPPA . Just as in Yershov , users of Simplilearn ' s app did not explicitly give the company consent to disclose their PII to third parties in exchange for access to video content and , contrary to defendant ' s contention , plaintiff did not need to make such an allegation to qualify as a consumer under the VPPA . Plaintiff claims that when he viewed a video on the app , Simplilearn shared his GPS location and email address , among other information , and that is sufficient under First Circuit precedent . ii . Knowing Disclosure of PII Simplilearn asserts that Korn does not suf fic iently plead that it disclosed PII because the complaint does not allege 1) any disclosure of information to a third party , 2) that t h e disclosure related to " specific video materials " that Korn requested or obtained or 3) that Simplilearn knowingly collected or obtained the information . First , Korn specifically and sufficiently pled that Simplilearn disclosed identifying information to third parties Amplitude...and WebEngage . Contrary to defendants ' assertion that plaintiff merely alleges that the third parties ' software " may connect disparate pieces of data ," the complaint states that an - 10 - Case 1:25-cv-10461-NMG Document 24 Filed 02/19/26 Page 10 of 12
ordinary person could identify a user based upon the disclosed information . Korn supports his assertion with a review conducted by a private research company . Such allegations have been sufficient in VPPA litigation in this district , see , e . g ., Saunders v . Hearst Television , Inc ., 711 F . Supp . 3d 24 , 30 (D . Mass . 2024) , and are sufficient here . Second , the Court is unpersuaded that plaintiff ' s failure to allege the actual title of a specific video is fa tal to his claim . The statutory text requires disclosure of " specific video materials or services ." 18 U. S . C . §2710(a) (3) . plaintiff alleges that each course Here , is a formulated standalone offering that contains its own distinct video modules [and that] disclosure of the course title also discloses precisely what videos were requested and obtained . Such information comfortably qualifies as " specific video materials or services ." See Haines v . Cengage Learning , Inc ., 2025 WL 2336089 , at *7 (S . D. Ohio May 5 , 2025) (finding disclosure of course title was sufficient under VPPA and collecting cases) . Finally , defendants contend that Korn has failed to allege that Simplilearn knowingly disclosed PII to a third party . This Court disagrees . Plaintiff has pled that defendant purposefully integrated third-party software into its app for the purpose of de-anonymizing users and compiling their information , including - 11 - Case 1:25-cv-10461-NMG Document 24 Filed 02/19/26 Page 11 of 12
the user ' s s e lect e d course an d associated videos , into profiles for marketing and advertising . That is enough scienter for this Court . ORDER For the foregoing reasons , the Motion to Trans f er and Motion to Dismi ss ( Docket No. 15 ) are DENIED . So ordered. Se nio r Unit ed States District Judge Dated : February /Cf , 2026 - 12 - Case 1:25-cv-10461-NMG Document 24 Filed 02/19/26 Page 12 of 12
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