Dear BoardFirst Customers:

It is with the deepest regret and sense of disappointment that I must inform
you that BoardFirst is being forced to discontinue the service it has been
providing to you for the past 2 years.

I started BoardFirst to try to make flying on Southwest somewhat more
enjoyable and less stressful. With hard work and your support BoardFirst has,
in just 2 years, succeeded beyond my wildest dreams to become a nationally
known and admired business. But, while the public loved our service,
Southwest Airlines did not and filed a lawsuit against BoardFirst in May, 2006
seeking an injunction to stop us from helping you get your “A” group boarding
passes. Since that time BoardFirst has fought valiantly for the right to
continue to provide what we believe is a valuable service to you, our customers.

Unfortunately our efforts and dreams were recently crushed when the U.S.
District Court ruled that the injunction requested by Southwest should be
issued. Needless to say, we at BoardFirst are very disappointed in the ruling
and believe that it is seriously flawed. Because, however, the ruling
prohibits us from continuing to operate our business, we simply cannot afford
to appeal.

I firmly believe that Southwest has benefited through our service, as I know
many of you have been taking its flights more often due the convenience
provided by BoardFirst. If you are as outraged as we are by this attack upon
our small business, we encourage you to let Southwest know. You may contact
Southwest C.E.O. Gary Kelly at [email protected].

Thank you all again so much. I have enjoyed the personal relationships I have
formed with many of you and cannot begin to tell you just how greatly
disappointed we all are that we can no longer help you get your “A” boarding
passes.

I hope you know that we tried our best.
Kate Bell,
Founder & President
BoardFirst.com

Southwest submits the testimony of its designated expert, Wendy Moe, Ph.D., an expert in online consumer behavior and currently an Associate Professor of Marketing at the University of Maryland. (Pl. App. 43)…She states that the fact that Southwest does not divide cabins on its planes into classes is not by accident – the company intends to project a sense of equality among passengers. (Id.). Moe suggests that the services provided by companies like BoardFirst create a de facto “first class” for Southwest flights because they allow for Southwest customers to pay extra money in return for guaranteed priority seating. (Id.). This practice, says Moe, serves to undermine the egalitarian service philosophy that Southwest has sought to promote for so many years, which in turn negatively impacts the Southwest brand. (Id.).

As the Court put it: “It is standard contract doctrine that when a benefit is offered subject to stated conditions, and the offeree makes a decision to take the benefit with knowledge of the terms of the offer, the taking constitutes an acceptance of the terms, which accordingly become binding on the offeree.”