Fresh court filing accuses Oracle of creating 'maze' of options 'hidden' in 'contract'

Oracle faces a class action lawsuit over allegations it has failed to deliver on its promises including a new claim that it "obfuscates" onerous contract terms in "hidden" documents.

Big Red denies the allegations and in June asked an Ohio court to dismiss the claims – alleging the plaintiffs had failed "to identify any contract provision or warranty that Oracle breached." Failing that, it wants to have the case moved [PDF] to a court in California.

Realscape Group LLC, an Ohio-based IT services and consulting company which does business as Realogic, is contesting the move, and filed a memo to the judge [PDF] in September complaining that it had "purchased functional software products only to discover that Oracle could never have provided the products it had promised." The company alleged that it was "instead locked into expensive subscription fee obligations anyway, disproportionately benefiting Oracle."

The plaintiff filed its would be class action complaint [PDF] in March on behalf of itself and other companies that "have agreed to purchase NetSuite software licenses from Oracle and agreed to pay implementation fees but have not obtained fully functioning software."

In response to Oracle's efforts to dismiss the case, Realogic's lawyers said that to dismiss or move the case, the court needs to conclude that "the litany of onerous terms contained in hidden documents were 'agreed' to by the parties and that they are enforceable."

The question had not been "definitively proven" at this early stage, the document claimed.

Realogic alleges in its documents that Oracle put important Ts&Cs governing relationships with its customers in its "Subscription Services Agreement" (SSA), which "Oracle never affirmatively disclosed or provided to Realogic."

Its most recent memo goes on to claim that, instead, Oracle sent an "estimate" document via the Docusign platform, which Realogic claims was "common business parlance referring to a preliminary, non-binding document."

Within the "estimate" documents, claims Realogic, the fine print on the fourth page contains a hyperlink that directs users to a website offering "a maze of options in the form of dropdown menus, each of which lead to another series of options with multiple documents with more than one 'subscription agreement' document referenced on these websites."

Realogic claimed said that to see, review, and agree to the "contract" terms, an Oracle/NetSuite customer would have to understand that the "estimate" document is really a final contract, discover the tiny print several pages into the document containing a "disguised hyperlink," and use the link to get to the website headed "Oracle NetSuite Cloud Services Contracts," which it claimed contains five separate dropdown menus leading to different areas. Customers would then have to select the correct dropdown menu, and a series of options within it to locate and then select the correct version T&Cs Oracle said applied.

"It is difficult for Oracle to argue with a straight face that these terms were ever seen by the Plaintiff let alone accepted or agreed to by Realogic. Indeed, there is no evidence that Realogic even knew the terms existed at all," it claimed in the document.

Realogic also alleges that when it purchased the software in May 2023, Oracle said it would ensure that the system would be fully implemented and integrated into Realogic's business operations by July that year, an important date for the customer. This representation was made during negotiations with Oracle, it alleges.

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"Realogic ultimately relied on Oracle's representations regarding the functionality of the software and Oracle's ability to deliver the promised products within the required time frame – functionality and timeliness being material to the transaction," it said.

Asking for the case to be dropped or moved to the United States District Court for the Northern District of California, Oracle said the case was "an individualized and baseless contract case."

"Realogic alleges a general failure of performance by Oracle but provides no details at all regarding the alleged failures or how they give rise to a claim upon which relief can be granted," the documents said.

The database giant said that the complete contract with the customer comprised the "estimate," the SSA, and the statement of work, a description of the professional services to be performed by Oracle. That contract "disclaim[ed] any reliance on any and all prior discussions, emails... and/or agreements between the parties." It also confirmed there are "no other verbal agreements, representations, warranties, undertakings, or other agreements between" them.

Oracle has been offered the opportunity to comment.

The Realogic lawsuit bears some similarities to an earlier case involving construction material supplier River Supply Inc's (RSI). That dispute, now settled out of court, brought allegations that many customers "are completely unaware of Oracle's Subscription Services Agreement ('SSA'), which is contained in a disguised hyperlink, on the Estimate Form."

Oracle denied the allegations, which have since been dismissed, along with its defense. ®