12. Allegations concerning each Plaintiff are based on personal knowledge.  All other  allegations are based on investigation by Plaintiffs’ counsel.  56. Plaintiffs propose a class consisting of:  All residents of the United States who are members of the British  Airways Executive Club, who purchased a Reward Ticket with  frequent flier miles from November 9, 2006 to the present (the  “Proposed Class”), and who paid a purported “fuel surcharge”  when making the purchase.  B. The Class is so Numerous that Individual Joinder is Impractical.   57. According to its 2011 annual report, BA “is the UK’s largest international  scheduled airline and one of the world’s leading global premium airlines.”   58. On information and belief, there are at least hundreds of thousands of Executive  Club Members within the United States.  On information and belief, no fewer than tens of  thousands of those Members have redeemed Miles for Reward Tickets and paid the “fuel  surcharges” during the relevant time period.  C. The Answers to Questions Common to the Proposed Class will Drive the  Resolution of this Litigation, and Common Questions Predominate over  Individual Questions.  59. The answer to two questions will determine BA’s liability to all (or nearly all) Class Members.  -12-  1061826.5  60. Plaintiffs contend that the Contract does not permit BA to impose any charge that  is not an “incidental fee[] or tax[] charged by any person or relevant authority or body.” Whether or not the Contract permits such a charge is a legal question that is common to all Class  Members, the answer to which would drive resolution of the litigation.  If a judge and/or jury  were to agree with Plaintiffs, BA would be liable to all Class Members for imposition of its “fuel  surcharge.”   61. Plaintiffs also contend that the “fuel surcharge” is not a “fuel surcharge” at all,  because it is unrelated to the fluctuating price of worldwide oil; and that even if BA were  contractually permitted to impose its own fuel surcharge, such a charge would only be proper if  it were based on BA’s actual fuel costs.  The issue of whether the “fuel surcharges” are based on  BA’s fuel costs presents a question of fact that is common to all Class Members, the answer to  which would drive resolution of the litigation.  Should a judge and/or jury agree with Plaintiffs  on this issue, BA would be liable to all Class Members for imposition of the “fuel surcharges.”   62.   Put more broadly, this litigation focuses entirely on whether BA’s conduct was  in breach of the Contract, as interpreted under the law of a single jurisdiction.  Should a judge  and/or jury find BA liable for breach of the Contract, it is a ministerial task to determine  damages for Plaintiffs and Class Members because, on information and belief, BA maintains  electronic records of the ”fuel surcharges” it assessed against each and every Plaintiff and Class  Member.  D. Plaintiffs’ Claims are Typical of the Claims of all Class Members.   63. Plaintiffs, like all Class Members, are Executive Club Members.   64. Plaintiffs’ relationship with BA, like the relationship between all Class Members  and BA, is governed by the terms of the Contract.   65. Plaintiffs, like all Class Members, redeemed Miles for Reward Tickets.  -13-  1061826.5  66. Plaintiffs, like all Class Members, paid a “fuel surcharge” when purchasing their  Reward Tickets.   67. If BA is liable to Plaintiffs for the claim enumerated in this Complaint, it also is  liable to all Class Members for that claim.    E. Plaintiffs and their Counsel Will Adequately Represent the Proposed Class.   68. Plaintiffs will put the interests of the Class Members on equal footing with their  own interests, and Plaintiffs bring this lawsuit out of a desire to help all Class Members, not  merely out of a desire to recover their own damages.   69. Plaintiffs’ counsel are highly experienced class action litigators who are well- prepared to represent the interests of the Class Members.  F. A Class Action is Superior to Individual Actions.   70. BA is a sophisticated party with substantial resources.   71. Each individual Proposed Class Member’s damages are relatively small.  On  information and belief, relatively few Proposed Class Members will have more than $2000 in  damages.   72. Prosecution of this litigation is likely to be expensive.  For example, Plaintiffs’  counsel anticipate that to fully analyze BA’s “fuel surcharge” and fuel cost data,  expert analysis  alone will cost at least tens of thousands of dollars.   73. Given the high cost of litigation, relatively low individual damages, and the fact  that an individual litigating against BA would have to hire an expert to perform an analysis  regarding BA fuel costs and “fuel surcharges” that would be similar to the analysis required to  prove the claims of an entire Class, it would not make economic sense for any (or almost any)  Class Member to pursue this litigation as an individual action. -14-  1061826.5 V. A. Proposed Class Definition.  