22.  A prospective student or graduate who is interested in initiating or  consolidating his or her student loans has hundreds of lenders in the nation to choose from.   Although the original interest rates on federal consolidation loans are set by statute, lenders  are free to, and often do, compete for graduates’ business by offering them the opportunity  to reduce the interest rates on such loans if certain conditions are met.  Once a graduate  consolidates his/her federal loans with a single lender, they are ineligible to reconsolidate  that loan with another lender.   23.  To give itself a competitive advantage in the marketplace of student loan  lenders, beginning in 2001, Northstar’s loan agreements contained a provision that a credit  would be given to borrowers who paid timely.  Northstar called that credit the “T.H.E.  Repayment Bonus” (the “T.H.E. Program”).   24.  Under the T.H.E. Program, Northstar uniformly promised to each of its  borrowers that this bonus would be paid as a monthly interest rebate credit to all borrowers  who were no more than 59 days behind on their loan repayments.  Northstar represented  that its T.H.E. Program would effectively reduce the interest rate on borrowers’ student  loans by a set amount.   26.  Northstar provided Plaintiff and the other Class members with quarterly form  summaries of their federal and private loan accounts before the loans went into repayment.   Each of these summaries touted Northstar’s T.H.E. Program, and represented that  The T.H.E. Repayment Bonus is currently being paid out as a monthly credit  equal to an annualized interest rate reduction. It is paid to all T.H.E.  borrowers in repayment and less than 60 days delinquent.  B.  Northstar’s First Suspension of the T.H.E. Program   27.  On or about February 18, 2008, Northstar announced that the T.H.E. Program  was “suspended” and that it would no longer pay the T.H.E. Repayment Bonus.  In a form  letter sent to Plaintiff and the other Class members, Northstar attempted to explain away  this breach of its contracts with Plaintiff and the other members of the Class by citing  “ongoing disruption in the global markets.”  Northstar claimed that the T.H.E. Repayment  Bonus “is based on current financial market conditions and portfolio performance and is  therefore subject to change.  See Exhibit A.   28.  Northstar’s justification of its suspension of the T.H.E. Program was legally  invalid.  Nowhere in any of the loan documents that Northstar provided to Plaintiff and the  other Class members did Northstar reserve a right to change, amend, revoke, withdraw,  terminate, discontinue, suspend, cease, modify, and/or alter the T.H.E. Repayment  Program in any way.  C.  The Class Settlement   30.  This litigation resolved with entry of a settlement agreement, pursuant to  which Northstar agreed to reinstitute the T.H.E. Repayment Program.  (See Exhibit B (the  “Settlement”).)  Specifically, the Settlement “mandates that the Bonus be paid over the life  of Settlement Class Members’ loans, except for in certain circumstances set forth below.”   (Id. at 16.)   31.  The “certain circumstances” described in the Settlement have not been  triggered such that Northstar may legally suspend the T.H.E. Repayment Program.   32.  The Settlement also provides:   Given the ongoing nature of the relationship between Northstar and the  Settlement Class, Class Counsel shall have the right to audit Northstar's  compliance with the terms and conditions of this Settlement Agreement if  they become aware of credible evidence of Northstar’s noncompliance. In  the event that Class Counsel establishes Northstar has not complied with the  terms and conditions of this Settlement Agreement, Class Counsel shall be  entitled to reasonable attorneys’ fees and costs – to be paid by Northstar –  for their work conducted in connection with requiring Northstar's  compliance.  (Id. at 32-33.)  Two of the three court-appointed Class Counsel invested with this  responsibility, Adam J. Levitt and Robert K. Shelquist, are also counsel for Plaintiff and  the proposed Class here.  (The third, Charles S. Zimmerman, has passed away.)  D.  Northstar’s Latest Suspension of the T.H.E. Program   34.  Northstar did not send any notice of this suspension to counsel for the  Settlement class to allow for their ongoing oversight over the T.H.E. Program that the  Settlement requires.   35.  Northstar’s latest failure to honor its contractual obligation to maintain the  T.H.E. Program and to pay the T.H.E. Repayment Bonus is a breach of both its underlying  loan contracts and its Settlement with Plaintiff and each of the other Class members and is  an unfair and/or deceptive trade practice.  Northstar’s conduct has caused, and continues  to cause, Plaintiff and the other Class members to suffer economic harm.  V.  36.  Plaintiff brings this action pursuant to Rules 23(a), 23(b)(1), 23(b)(2), and  23(b)(3) of the Federal Rules of Civil Procedure on behalf of himself and all others  similarly situated.   37.  Plaintiff seeks to represent a class (the “Nationwide Class”) defined as:   All persons and entities in the United States who obtained or co-signed a  student loan held by Northstar or a wholly-owned subsidiary of Northstar at  the time of the Re-Suspension of the T.H.E. Program in or about February to  March, 2020.   39.  Excluded from all Classes are Defendant and any of its members, affiliates,  parents, subsidiaries, officers, directors, employees, successors, or assigns; and the Court  staff assigned to this case and their immediate family members.  Plaintiff reserves the right  to modify or amend these Nationwide and California Class definitions, as appropriate,  during the course of this litigation.   40.  This action has been brought and may properly be maintained on behalf of  the Nationwide and Statewide Classes proposed herein under the criteria of Rule 23 of the  Federal Rules of Civil Procedure.   41.  Numerosity—Federal Rule of Civil Procedure 23(a)(1).  The members of  the Nationwide and California Classes are so numerous and geographically dispersed that  individual joinder of all class members is impracticable.  While Plaintiff is informed and  believes that there are thousands of members of the Nationwide and California Classes, the  precise number of Nationwide and California Class members is unknown to Plaintiff but  may be ascertained from Northstar’s books and records.  Nationwide and California Class  Members may be notified of the pendency of this action by recognized, Court-approved  notice dissemination methods, which may include U.S. Mail, electronic mail, Internet  postings, and/or published notice.    43.  Typicality—Federal Rule of Civil Procedure 23(a)(3).  Plaintiff’s claims  are typical of the other Nationwide and California Class members’ claims because they  each arise from the same course of conduct by Northstar and are based on the same legal  theories.  Plaintiff and the other Nationwide and California Class members suffered  damages as a direct proximate result of the same wrongful practices in which Northstar  engaged.  Accordingly, Plaintiff satisfies Rule 23(a)(3)’s “typicality” requirements with  respect to the Classes he seeks to represent.   45.  Risk of Inconsistent Adjudications—Federal Rule of Civil Procedure  23(b)(1).  Absent a representative class action, Class members would continue to suffer  the harm described herein, for which they would have no remedy.  Even if separate actions  could be brought by individual borrowers, the resulting multiplicity of lawsuits would  cause undue hardship and expense for both the Court and the litigants, as well as create a  risk of inconsistent rulings and adjudications that might be dispositive of the interests of  similarly situated borrowers, substantially impeding their ability to protect their interests,  while establishing incompatible standards of conduct for Northstar.  The proposed Class  thus satisfies the requirements of Fed. R. Civ. P. 23(b)(l).   46.  Declaratory and Injunctive Relief—Federal Rule of Civil Procedure  23(b)(2).  Northstar has acted or refused to act on grounds generally applicable to Plaintiff  and the other Nationwide and California Class members, thereby making appropriate final  injunctive relief and declaratory relief, as described below, with respect to the Nationwide  and California Class members as a whole.   48.  Plaintiff repeats and realleges Paragraphs 1-47, as if fully set forth herein.   49.  Plaintiff brings this Count individually and on behalf of the other members  of the Nationwide Class (the “Class,” for purposes of this Count).   50.  Plaintiff and the other Class members entered into and executed student loan  agreements with Northstar.   52.  Plaintiff and the other Class members have fully performed all of their  obligations under their Northstar loan contracts.   53.  In or about February or March, 2020, NorthStar breached its contractual  obligations to Plaintiff and the other Class members by suspending the T.H.E. Program  and has continued to breach its loan agreement by not honoring the credit to which Plaintiff  and the other Class members are contractually entitled.   54.  Northstar’s conduct breaching its contractual obligations, and its failure to  continue to provide the T.H.E. Repayment Bonus to Plaintiff and the other Class members,  is unjustified and unexcused under the terms of its form contract(s) with Plaintiff and each  of the other Class members.   55.  Plaintiff and each of the other Class members have been damaged by  Northstar’s suspension of the T.H.E. Program for each of their loans with Northstar, in an  amount to be determined at trial.  56.  Plaintiff repeats and realleges Paragraphs 1-47, as if fully set forth herein.   57.  Plaintiff brings this Count individually and on behalf of the other members  of the Prior Settlement Class (the “Class,” for purposes of this Count).   59.  The relevant material terms of Northstar’s Settlement with Plaintiff and the  other Class members included NorthStar's obligation to honor the T.H.E. Repayment  Bonus on all student loans for which repayments are no more than 59 days late.   60.  Plaintiff and the other Class members have fully performed all of their  obligations to maintain the T.H.E. Repayment Bonus under the Settlement.   61.  In or about February or March, 2020, Northstar breached its contractual  obligations to Plaintiff and the other Class members by suspending the T.H.E. Program  and has continued to breach the Settlement by not honoring the credits to which Plaintiff  and the other Class members are entitled.   62.  Northstar's conduct breaching its contractual obligations, and its failure to  continue to provide the T.H.E. Repayment Bonus, is unjustified and unexcused under the  terms of its Settlement with Plaintiff and each of the other Class members.   63.  Plaintiff and each of the other Class members have been damaged by  Northstar’s suspension of the T.H.E. Program for each of their loans with Northstar, in an  amount to be determined at trial.  64.  Plaintiff repeats and realleges Paragraphs 1-47, as if fully set forth herein.   66.  The Minnesota Uniform Deceptive Trade Practices Act, Chapter 325D of the  Minnesota Statutes, prohibits the use of deceptive trade practices in the course of business.   67.  In the course of its business, by its above-described conduct, Northstar  engaged in one or more acts characterized as “deceptive trade practices” pursuant to Minn.  Stat. § 325D.43-.48, as set forth herein, including:  a. Minn. Stat. § 325D.44(5): “represents that goods or services have  sponsorship, approval, characteristics, ingredients, uses, benefits, or  quantities that they do not have, or that a person has a sponsorship, approval,  status, affiliation, or connection that the person does not have;”  b. Minn. Stat. § 325D.44(7): “represents that goods or services are of a  particular standard, quality, or grade, or that goods are of a particular style or  model, if they are of another;” and  c. Minn. Stat. § 325D.44(13): “engages in any other conduct which similarly  creates a likelihood of confusion or of misunderstanding.”   68.  By representing that the interest rates on the student loans of Plaintiff and  each of the other Class members would be reduced by the T.H.E. Repayment Bonus, and  then unilaterally revoking its T.H.E. Repayment Bonus program, Northstar violated the  Minnesota Uniform Deceptive Trade Practices Act.  70.  Plaintiff brings this Count individually and on behalf of the other members  of the Nationwide Class (the “Class,” for purposes of this Count).   71.  The Minnesota Prevention of Consumer Fraud Act prohibits “[t]he act, use,  or employment by any person of any fraud, false pretense, false promise,  misrepresentation, misleading statement or deceptive practice, with the intent that others  rely thereon in connection with the sale of any merchandise….” Minn. Stat.§ 325F.69.   72.  By representing that the interest rates on the student loans of Plaintiff and the  other Class members would be reduced by the T.H.E. Repayment Bonus, and then  unilaterally revoking the T.H.E. Repayment Bonus, NorthStar violated the Prevention of  Consumer Fraud Act.  B.  Claims Brought on Behalf of the California Class  73.  Plaintiff repeats and realleges Paragraphs 1-47, as if fully set forth herein.   74.  Plaintiff brings this Count individually and on behalf of the other members  of the California Class (the “Class,” for purposes of this Count).   76.  Northstar is a “person” as defined by California Civil Code section 1761(c)  (“‘Person’ means an individual, partnership, corporation, limited liability company,  association, or other group, however organized.”).   77.  Plaintiff and the members of the California Class are “consumers” within the  meaning of California Civil Code section 1761(d) (“‘Consumer’ means an individual who  seeks or acquires, by purchase or lease, any goods or services for personal, family, or  household purposes.”).   78.  Northstar provided Plaintiff and the Class “services” within the definition of  California Civil Code section 1761(b) (“‘Services’ means work, labor, and services for  other than a commercial or business use….”).  Specifically, in addition to the credit itself,  the loan packages at issue and sold to Plaintiff and the Class included the following  services: management of the T.H.E. Program, application of the bonuses earned under the  program, customer service and counseling regarding the terms of the T.H.E. Program and   loan servicing.   79.  Plaintiff and the other Class members’ purchases of the loans are  “transaction[s]” as defined by California Civil Code section 1761(e) (“‘Transaction’ means  an agreement between a consumer and any other person, whether or not the agreement is a  contract enforceable by action, and includes the making of, and the performance pursuant  to, that agreement.”).     81.  By misrepresenting the benefits and terms of the loans and application of the  T.H.E. Repayment Bonus Program, failing to apply the bonuses as promised, and/or by  failing to disclose that Northstar may unilaterally discontinue applying bonuses, Northstar  violated, inter alia, California Civil Code sections 1770(a)(2), (5), (7), (9), (13), (14), (16)  and (19).   82.  At all relevant times, Northstar misrepresented that Plaintiff and Class  Members would be entitled to the promised bonus as long as they made their payments  ontime and in full.  At all times relevant, Northstar failed to disclose and entered into the  loan agreements knowing that it intended to reserve its ability to unilaterally breach the  terms of the bonus program.  At all times relevant, Northstar actively concealed the true  nature of its bonus program.    83.  The omissions and misrepresentations set forth herein are material facts that  any reasonable person would have considered important in deciding whether or not to  select Northstar for his or her student loan financing.  Indeed, Plaintiff and the other Class  members justifiably acted or relied upon these misrepresentations and omissions when  deciding to purchase the loans and bonus programs.    85.  Northstar engaged in the deceptive practices alleged herein, in violation of  the CLRA, to induce Plaintiff and the other Class members to select their loans over  competitors’ loan products and services.     86.  Plaintiff, on behalf of himself and all others similarly situated, demands  judgment against Defendant under the CLRA for injunctive relief as may be appropriate  and an award of attorneys’ fees and costs.   87.  Pursuant to California Civil Code section 1782(a), Plaintiff served Northstar  with notice of the alleged violations of the CLRA on behalf of himself and all other Class  members by certified mail, return receipt requested, on March 26, 2020.  A copy of this  notice is attached hereto as Exhibit E.  If after 30 days Northstar fails to adequately address  and correct the violations alleged herein for Plaintiff and the Class, Plaintiff will amend  this Complaint to seek actual and punitive damages as permitted under the statute on behalf  of himself and the Class.  88.  Plaintiff repeats and realleges paragraphs 1-47, as if fully set forth herein.   89.  Plaintiff brings this Count individually and on behalf of the other members  of the California Class (the “Class,” for purposes of this Count).   91.  Such acts are inherently unfair because they breach public policy governing  student loans and basic terms of decency.  Northstar’s acts are also unlawful because they  violate, among other things, California Civil Code sections 1668, 1709, 1750, et seq. and  the common law.    92.  Plaintiff would not have entered into the loan agreement but for the T.H.E.  Repayment Bonus promise or would have demanded better terms.  As a result, Plaintiff  lost money and suffered an injury in fact because of Northstar’s violations.   93.  Plaintiff, therefore, seeks an injunction against Northstar preliminarily, and  permanently enjoining it:  (a) from continuing to engage in unlawful and unfair conduct  and ordering it to reinstate the promised T.H.E. Repayment Bonus benefits secured under  the terms of the loan and the Settlement Agreement; (b) reimbursing all unlawful retained  profits and unlawfully collected fees retained as a result of these practices; and (c) ordering  that the T.H.E. Repayment Bonus be reinstated consistent with both the student loan  agreement and Settlement Agreement.  A.  General Background   BREACH OF CONTRACT (STUDENT LOAN AGREEMENT)   BREACH OF CONTRACT (SETTLEMENT AGREEMENT)   VIOLATION OF THE CALIFORNIA CONSUMER LEGAL REMEDIES ACT  Cal. Civ. Code. §§ 1750, et seq.   VIOLATION OF MINNESOTA   PREVENTION OF CONSUMER FRAUD ACT  Minn. Stat. § 325F.68-.70   VIOLATION OF MINNESOTA UNIFORM   DECEPTIVE TRADE PRACTICES ACT  Minn. Stat. § 325D.43-.48   VIOLATIONS OF CALIFORNIA’S UNFAIR COMPETITION LAW  Cal. Bus. & Prof. Code. §§ 17200, et seq.  