10.  Sunoco reiterates its promise of 5¢ off every gallon in the terms and conditions  that accompany the company’s advertised offer.  The terms and conditions unequivocally state:   When you use your Sunoco Rewards Card to purchase fuel, the  price you pay will be reduced by five cents ($.05) per gallon.  For  fuel purchases made at the pump, the price per gallon will be  reduced at the pump after you swipe your credit card, and for in- store purchases the discount will be applied prior to the completion  of your purchase.  See Ex. A; see also Ex. C (identical set of terms available through Sunoco’s website).   11.  The terms continue:  In the event discounts at the point of sale are unavailable for any  reason, you will receive the discounts as a statement credit.  In that  case, you will not see a reduction in the price per gallon at the  pump or prior to the completion of an in-store purchase.  The  statement credits will be automatically posted to your monthly  billing statement.  See Ex. A; see also Ex. C.   12.  Thus, the 5¢/gallon discount should accrue for every fuel transaction at a Sunoco  location, either immediately at the pump or in-store pay counter (e.g., gasoline advertised as  $2.799/10/gallon would be charged at $2.749/10/gallon at the pump or register), or as an after-the- fact credit automatically calculated and posted to a cardholder’s account and reflected on a  monthly statement.   14.  Sunoco’s representations are false.  Contrary to its clear and express  representations, Sunoco does not apply a 5¢/gallon discount on all fuel purchases made by  cardholders at every Sunoco location.  Sunoco omits this material information to induce  consumers to sign-up for the Sunoco Rewards Credit Card so they frequent Sunoco locations.  A.  Plaintiff’s Discovery of Sunoco’s Scheme   15.  Plaintiff, Mr. Donald White, frequented various Sunoco locations to purchase  gasoline for his personal or household use with his Sunoco Rewards Credit Card.   16.  In January 2015, Mr. White noticed that the promised 5¢/gallon discount did not  accrue at the pump or register for certain of his fuel purchases he made at Sunoco locations with  his Sunoco Rewards Credit Card.     17.  Upon realizing this, Mr. White reached out to customer service for the Sunoco  Rewards Credit Card in late January 2015.  He was assured that the discount would be applied  after-the-fact on his statement if it did not accrue at the pump.   18.  However, in February 2015, when Mr. White reviewed his January statement, the  discount had not been applied.  On February 26, 2015, he once again contacted customer service.   Mr. White was told that same day by customer service that “not all stations honor the discount.”   19.  This directly contradicted Sunoco’s representations, which Mr. White noted.   2.  Plaintiff reserves the right to modify or amend the definition of the proposed  Classes before the Court determines whether certification is appropriate.   20.  Nearly a month later, customer service confirmed that Sunoco is responsible for  ensuring that the 5¢/gallon discount is properly applied, but could not adequately explain why  the 5¢/gallon discount had not been applied in certain instances, could not identify whether the  discount had been properly applied for earlier transactions, and could not say whether similar  errors would occur in the future.   22.  Sunoco substantially benefits from its fraudulent, deceptive, and unfair conduct.   By enticing would-be cardholders with false promises of an automatic 5¢/gallon discount,  Sunoco has lulled consumers into making gasoline (and other) purchases at Sunoco locations  when they would have made their purchases elsewhere, and/or at a lower price.     23.  Sunoco has also enriched itself by not paying the 5¢/gallon discount in all  transactions by putative Class members, and keeping the money for itself.   24.  Finally, Sunoco has unfairly put the onus on unsuspecting consumers to ensure  that the promised 5¢/gallon discount is actually applied.  Consumers are unlikely to be very  vigilant because Sunoco’s false promises and omissions lull them into believing that the discount  will be applied automatically, without consumers having to take any action.     25.  Even when consumers such as Mr. White notice Sunoco’s failure to apply the  promised discount, Sunoco does not offer any assurances that this error will not happen again.   This places an unfair and undue burden on consumers, whom Sunoco promised would receive  discounts automatically.  26.  Plaintiff brings this action on behalf of himself and all others similarly situated  pursuant to Fed. R. Civ. P. 23(a), (b)(2), and (b)(3).  This action satisfies the numerosity,  commonality, typicality, adequacy, predominance, and superiority requirements of Rule 23.   28.  Excluded from the Classes are Sunoco, its parents, subsidiaries, affiliates, officers  and directors, any entity in which Sunoco has a controlling interest, all customers who make a  timely election to be excluded, governmental entities, and all judges assigned to hear any aspect  of this litigation, as well as their immediate family members.   29.  The members of the Classes are so numerous that joinder is impractical.  The  Classes consist of many thousands of members, the identities of whom are within the knowledge  of and can be ascertained only by resort to Sunoco’s records.   30.  The claims of the representative Plaintiff are typical of the claims of the Classes  in that the representative Plaintiff, like all Class members, is a Sunoco Rewards Credit Card  cardholder.  The representative Plaintiff, like all Class members, has been damaged by Sunoco’s  misconduct in that they have been harmed by the same deceptive, misleading, and/or fraudulent  pretenses and practices.  Furthermore, the factual basis of Sunoco’s misconduct is common to all  Class members, and represents a common thread of unfair and unconscionable conduct resulting  in injury to all members of the Classes.    31.  There are numerous questions of law and fact common to the Classes and those  common questions predominate over any questions affecting only individual Class members.   33.  Other questions of law and fact common to the Classes include:  g.  The proper method or methods by which to measure damages; and  h.  The declaratory and injunctive relief to which the Classes are entitled.   34.  Plaintiff’s claims are typical of the claims of other Class members, in that they  arise out of the same wrongful conduct and the same or substantially similar unconscionable  conduct by Sunoco.  Plaintiff has suffered the harm alleged and has no interests antagonistic to  the interests of any other Class member.   35.  Plaintiff is committed to the vigorous prosecution of this action and has retained  competent counsel experienced in the prosecution of class actions and, in particular, class actions  on behalf of consumers.  Accordingly, Plaintiff is an adequate representative and will fairly and  adequately protect the interests of the Classes.   37.  Even if Class members themselves could afford such individual litigation, the  court system could not.  Individualized litigation would significantly increase the delay and  expense to all parties and to the Court.  Individualized litigation would also create the potential  for inconsistent or contradictory rulings.  By contrast, a class action presents far fewer  management difficulties, allows claims to be heard which might otherwise go unheard because of  the relative expense of bringing individual lawsuits, and provides the benefits of adjudication,  economies of scale and comprehensive supervision by a single court.  38.  Plaintiff repeats the preceding paragraphs as if set forth fully herein.   39.  Sunoco affirmatively misrepresented and/or did not disclose sufficient facts to  render non-misleading its statements about the 5¢/gallon discount offered in connection with the  company’s promotion of the Sunoco Rewards Credit Card.  These misrepresentations or  omissions include, inter alia, whether the 5¢/gallon discount would be applied at the point of  purchase or automatically after-the-fact for every fuel transaction made at a Sunoco location with  a Sunoco Rewards Credit Card.   41.  Sunoco’s misrepresentations or omissions were material and a substantial factor  in Plaintiff and Class members’ becoming Sunoco Rewards Credit Card cardholders.   42.  Sunoco intended its misrepresentations or omissions to induce Plaintiff and Class  members to become (or to remain) Sunoco Rewards Credit Card cardholders, or had reckless  disregard for same.   43.  But for these misrepresentations (or omissions), Plaintiff and Class members  would not have become Sunoco Rewards Credit Card cardholders, and/or would have purchased  gasoline at cheaper prices.   44.  Plaintiff and Class members were justified in relying on Sunoco’s  misrepresentations.  The same or substantively identical misrepresentations were communicated,  and/or the same or substantively identical omissions were not communicated, to each Class  member, including through promotional materials prepared and disseminated by Sunoco.   45.  Plaintiff and Class members were damaged by reason of Sunoco’s  misrepresentations or omissions alleged herein.  46.  Plaintiff repeats the preceding paragraphs as if set forth fully herein.   47.  Sunoco had or undertook a duty to accurately and truthfully represent to  consumers the truth regarding Sunoco’s statements about the 5¢/gallon discount associated with  the Sunoco Rewards Credit Card.    48.  Sunoco failed to exercise ordinary care in making representations concerning the  5¢/gallon discount associated with the Sunoco Rewards Credit Card.   50.  Sunoco’s statements were false at the time the misrepresentations were made (or  the omissions were not made.   51.  Sunoco knew, or reasonably should have known, that its representations alleged  herein were materially false or misleading, or that omission of material facts rendered such  representations false or misleading.  Sunoco also knew, or had reason to know, that its  misrepresentations and omissions would induce Class members to become Sunoco Rewards  Credit Card cardholders.   52.  As a direct and proximate result of Sunoco’s acts and omissions described herein,  Plaintiff and putative Class members have suffered harm, and will continue to do so.   53.  Sunoco’s misrepresentations or omissions were material and a substantial factor  in Plaintiff and Class members’ becoming Sunoco Rewards Credit Card cardholders.   54.  Sunoco intended its misrepresentations or omissions to induce Plaintiff and Class  members to become (or to remain) Sunoco Rewards Credit Card cardholders, or had reckless  disregard for same.   55.  But for these misrepresentations (or omissions), Plaintiff and Class members  would not have become Sunoco Rewards Credit Card cardholders, and/or would have purchased  gasoline at cheaper prices and/or elsewhere.    56.  Plaintiff and Class members were justified in relying on Sunoco’s  misrepresentations.  The same or substantively identical misrepresentations were communicated,  and/or the same or substantively identical omissions were not communicated, to each Class  member, including through promotional materials prepared and disseminated by Sunoco.   58.  Plaintiff repeats the preceding paragraphs as if set forth fully herein.   59.  By means of Sunoco’s wrongful conduct alleged herein, Sunoco knowingly  induced Plaintiff and members of the National Class to apply for and use the Sunoco Rewards  Credit Card by fraudulent, unfair, deceptive, unconscionable, and/or oppressive means.    60.  Sunoco knowingly received and retained wrongful benefits from Plaintiff and  members of the National Class.  In so doing, Sunoco acted intentionally or with conscious  disregard for the rights of Plaintiff and members of the National Class.   61.  As a result of Sunoco’s wrongful conduct as alleged herein, Sunoco has been  unjustly enriched at the expense, and to the detriment, of Plaintiff and members of the National  Class.     62.  Sunoco’s unjust enrichment is traceable to, and resulted directly and proximately  from, the wrongful conduct alleged herein.    63.  It is unfair and inequitable for Sunoco to be permitted to retain the benefits it  received, and is still receiving, without justification, from the wrongful conduct alleged herein.   Sunoco’s retention of such benefits under the circumstances is inequitable.     64.  The financial benefits derived by Sunoco rightfully belong to Plaintiff and  members of the National Class, in whole or in part.  Sunoco should be compelled to account for  and disgorge in a common fund for the benefit of Plaintiff and members of the National Class all  wrongful or inequitable proceeds received from them.  A constructive trust should be imposed  upon all wrongful or inequitable sums received by Sunoco traceable to Plaintiff and the members  of the National Class.   66.  Sunoco’s fraud and/or unilateral decision not to apply the 5¢/gallon discount in all  instances as promised amounts to an illusory promise rendering any agreement unenforceable,  unconscionable, void, or voidable.  9.  Sunoco makes similar representations online.  For example, Sunoco represents on  its website that:  “The Sunoco Rewards Credit Card not only offers gas rewards but this fuel  credit card will also instantly roll your gas prices 5¢ on every gallon, every time you fill up at  Sunoco.” See https://www.sunoco.com/ways-to-save/gas-credit-cards/ (emphasis added) (Ex. B  hereto).   A.  The Sunoco Rewards Credit Card   Fraud and Fraudulent Inducement   (On Behalf of the National Class)   Negligent Misrepresentation or Omission   (On Behalf of the National Class)   Unjust Enrichment  (On Behalf of the National Class)  