**MEMORANDUM OF LAW** **TO:** Northwind Learning Legal Counsel **FROM:** Northwind Learning Compliance Defense Team **DATE:** August 1, 2026 **RE:** Analysis of Subscription Renewal Act Claims (Arlo, Bina, Cato, Drea) ### Executive Summary Northwind faces claims from four subscribers arising from conduct spanning the transition from the former Subscription Renewal Act (Old Act) to the amended version (New Act), effective July 1, 2025. Plaintiffs argue that filing the lawsuit on August 1, 2026, subjects all pre-amendment conduct to the New Act's $500 statutory damages and revives time-barred claims via "continuing violation" theories. **Our position is that these arguments are foreclosed by Rules 6, 7, 8, and 9.** We must apply the law in effect at the specific date of each distinct event (enrollment, renewal, or cancellation request) and strictly enforce the applicable statute of limitations. Based on this analysis, **only Arlo’s claims regarding enrollment/renewal and Drea’s claims regarding cancellation/renewal remain viable.** Bina’s and Cato’s renewal claims are time-barred, and Cato’s cancellation claim lacks merit under the Old Act. Total Maximum Liability: **$1,400** (vs. Plaintiffs' potential demand for significantly more). --- ### I. Legal Framework & Transition Analysis The statutory rules governing this dispute prioritize temporal separation of events over the "continuing relationship" theory argued by Plaintiffs. 1. **Event-Specific Governance:** Under Rules 3, 4, and 5, each discrete act (enrollment, renewal, cancellation request) is governed by the law in effect on the date that specific act occurred or was received. The New Act applies only to events occurring on or after July 1, 2025. 2. **Remedy Attachment:** Rule 4 explicitly states the remedy attached to a violation is determined by the law in effect on the date of the violation. We cannot apply the $500 New Act remedy to Old Act violations. 3. **Statute of Limitations (SOL):** Rule 7 creates a bifurcated limitation period based on accrual date: * Accrual **Before** July 1, 2025: **2-Year Limitation.** * Accrual **On or After** July 1, 2025: **1-Year Limitation.** 4. **Filing Date Irrelevance:** Rule 8 and Rule 10 confirm that the filing date (August 1, 2026) does not extend expired limitations periods or apply new remedies to past conduct. A "continuing violation" argument is explicitly rejected by Rule 9 and 10. --- ### II. Claim-by-Claim Analysis #### 1. Arlo (Enrollment: May 15, 2025 | Renewal: June 15, 2025) * **Governing Law:** Old Act (Both events pre-date July 1, 2025). * *Rule 3:* Enrollment governed by law on enrollment date. * *Rule 4:* Renewal governed by law on renewal date. * **Liability:** * **Enrollment:** Violation of Old Act (omitted renewal price). Statutory Damages: **$200**. * **Renewal:** Violation of Old Act (no reminder). Statutory Damages: **$200**. * **Statute of Limitations:** Accrued May 15 and June 15, 2025. Under Rule 7, these claims accrue before July 1, so the **2-year** period applies. * Deadline: May/June 2027. * Filing Date: August 1, 2026. * **Status:** **Timely.** * **Northwind Position:** Acknowledge violations but cap damages at $400 total ($200/event). Reject New Act application to pre-July 1 conduct (Rule 8). #### 2. Bina (Enrollment: June 20, 2025 | Renewal: July 3, 2025) * **Governing Law:** * Enrollment: Old Act (June 20). No violation alleged (compliant disclosure). * Renewal: New Act (July 3). Violation alleged (no reminder). * *Rule 6:* Amendment applies to pre-existing agreements for renewals occurring on/after July 1. * **Remedy:** If viable, damages are $500 under the New Act (Rule 4), as the violation occurred post-July 1. * **Statute of Limitations:** Accrued July 3, 2025. Under Rule 7, claims accruing on/after July 1 have a **1-year** period. * Deadline: July 3, 2026. * Filing Date: August 1, 2026. * **Status:** **Time-Barred.** * **Northwind Position:** Move to dismiss Bina’s renewal claim on statute of limitations grounds. The filing date (Aug 1, 2026) does not revive the expired 1-year period (Rule 10). We owe nothing on this claim. #### 3. Cato (Enrollment: March 2025 | Request: June 30 | Response: July 2 | Renewal: July 4) * **A. Cancellation Refusal:** * **Governing Law:** Old Act. Rule 5 states cancellation requests are governed by law when received. Received June 30, 2025 (Pre-Amendment). * **Liability:** Under Old Act, cancellation was permitted by the "method clearly disclosed" (Phone). Cato used Web Chat. Northwind’s refusal to process a non-disclosed method complies with the Old Act terms. There is no statutory violation here. * *Even if* Plaintiffs argue liability exists: Accrual June 30, 2025. Limitation: 2 Years (Rule 7). Expires June 30, 2027. Timely. Damages: $200. * **Conclusion:** No Merit (Contract compliant under Old Act). * **B. Renewal:** * **Governing Law:** New Act (Renewal date July 4, 2025 > July 1, 2025). Rule 6 & 4 apply New Act to this renewal. Violation: No renewal reminder. * **Remedy:** $500 (New Act rate for post-July 1 violations). * **Statute of Limitations:** Accrued July 4, 2025. Rule 7 applies the **1-year** period to claims accruing on/after July 1. * Deadline: July 4, 2026. * Filing Date: August 1, 2026. * **Status:** **Time-Barred.** * **Northwind Position:** Defend cancellation refusal as compliant (no violation). Dismiss renewal claim as time-barred (Rule 7/10). Total Liability: **$0**. #### 4. Drea (Enrollment: Sept 1 | Request: Sept 10 | Renewal: Sept 15) * **Governing Law:** New Act applies to all events (Post-July 1, 2025). * Enrollment disclosure was compliant; no claim. * Cancellation (Sept 10): Violation of New Act "one-step online cancellation." * Renewal (Sept 15): Violation of New Act "renewal reminder." * **Remedy:** $500 per violation (New Act). * **Statute of Limitations:** * Accrual Cancellation: Sept 10, 2025. Limitation: 1 Year. Expires Sept 10, 2026. * Accrual Renewal: Sept 15, 2025. Limitation: 1 Year. Expires Sept 15, 2026. * Filing Date: August 1, 2026. * **Status:** **Timely.** * **Northwind Position:** These claims are valid but must be limited to the specific events. Do not concede "continuing violation" theory which could drag in Drea's enrollment or other subscribers' dates. Liability capped at $1,000 ($500 x 2). --- ### III. Analysis of Plaintiff Arguments & Defense Strategy **1. The "Filing Date" Argument (New Act Remedy for All)** Plaintiffs argue that filing after July 1, 2026, invokes the New Act's $500 remedy for all conduct. * **Rebuttal:** This is explicitly contradicted by Rule 8 ("Filing after the amendment does not cause the amended law... to govern earlier conduct") and Rule 4 (remedy attaches to violation date). * **Action:** Move to limit Arlo’s damages to $200 per event. **2. The "Continuing Violation" / Revival Argument** Plaintiffs argue that renewals keep earlier enrollment defects alive or revive expired claims. * **Rebuttal:** Rule 9 mandates analyzing connected events separately. Rule 10 explicitly states a limitations period expiring before suit is not revived by pleading it as part of a continuing course. This specifically targets the defense of Bina and Cato’s renewal claims. * **Action:** Move to dismiss time-barred claims (Bina Renewal, Cato Renewal) with prejudice. **3. Pre-Existing Agreements (Arlo & Cato Enrollment)** Northwind correctly applied transition rules here. Rule 6 states the amendment applies to pre-July 1 agreements *only* as to renewals and cancellations on/after July 1. We must strictly enforce this separation. --- ### IV. Viable Claims & Settlement Posture Based on the filing date of August 1, 2026, the following claims are viable: | Subscriber | Event | Date of Event | Law Version | Statutory Damage | Limitation Period | Status (as of Aug 1, 2026) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | **Arlo** | Enrollment Defect | May 15, 2025 | Old Act | $200 | 2 Years (Ends 5/27) | **Viable** | | **Arlo** | Renewal Defect | June 15, 2025 | Old Act | $200 | 2 Years (Ends 6/27) | **Viable** | | **Bina** | Renewal Defect | July 3, 2025 | New Act | $500 | 1 Year (Ends 7/26) | **Barred** | | **Cato** | Cancellation Refusal | June 30, 2025 | Old Act | $200 | 2 Years (Ends 6/27) | **No Merit*** | | **Cato** | Renewal Defect | July 4, 2025 | New Act | $500 | 1 Year (Ends 7/26) | **Barred** | | **Drea** | Cancellation Defect | Sept 10, 2025 | New Act | $500 | 1 Year (Ends 9/26) | **Viable** | | **Drea** | Renewal Defect | Sept 15, 2025 | New Act | $500 | 1 Year (Ends 9/26) | **Viable** | *\*Cato Refusal: Likely no liability under Old Act as user did not follow disclosed method (Phone), making refusal compliant.* **Total Maximum Exposure:** $1,400 *(Arlo $400 + Drea $1,000)* **Settlement Recommendation:** 1. **Dispute Bina and Cato Renewals:** File motions to dismiss these specific claims immediately based on Rule 7 and 10. These have no legal basis. 2. **Cap Arlo Damages:** Negotiate settlement for Arlo at or near $400 total, refusing any demand above this due to the Old Act limitation ($200). 3. **Cap Drea Damages:** Negotiate settlement for Drea at or near $1,000 total (two distinct violations, one year limit applies). 4. **Reject "All Claims" Demand:** Do not agree to a lump sum covering all four customers without strict indemnification that limits Northwind’s liability regarding the statute of limitations arguments. **Final Advice:** We have strong grounds to dismiss 50% of the alleged claims (Bina/Cato Renewals). Our remaining exposure is low ($1,400), which is significantly less than litigation costs. However, we should settle for **$1,250** to ensure no precedent is set regarding Rule 6 and 7 interpretation in future cases. We must insist that the settlement agreement explicitly states it does not admit liability for time-barred claims or pre-July 1 conduct under the New Act.