Joshua Harris v. W6LS, INC., doing business as WithU

United States Court of Appeals
For the Seventh Circuit
Chicago, Illinois 60604
June 5, 2026
Before
DORIS L. PRYOR, Circuit Judge
JOSHUA P. KOLAR, Circuit Judge
NANCY L. MALDONADO, Circuit Judge
No. 24-2056
JOSHUA HARRIS and DONITA OLDS,
on behalf of plaintiffs and the class
members described herein,
Plaintiffs-Appellees,
v.
W6LS, INC., doing business as WithU
and WithU Loans, and CALIBER
FINANCIAL SERVICES, INC.,
Defendants-Appellants.
Appeal from the United States District
Court for the Northern District of Illinois,
Eastern Division.
No. 1:23-cv-16429
Lindsay C. Jenkins, Judge.
O R D E R
On consideration of the petition for rehearing and rehearing en banc filed on
April 28, 2026, no judge in active service requested a vote on the petition for rehearing
en banc and all members of the original panel have voted to deny rehearing and to issue
an amended opinion. The following language was added to footnote 3 on page 7:
In taking this approach, we affirm on a basis not relied on by
the district court but argued by the parties in supplemental
briefing. The district court based its decision solely on
prospective waiver, and the parties framed their initial

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No. 24-2056 Page 2
arguments on appeal on that singular issue. As we discuss
below, however, it remains an open question whether the
prospective waiver doctrine applies to state statutory rights.
Infra pp. 15–16. Formation, on the other hand, is a clear
prerequisite for delegation and arbitration, and provides a
narrower path to resolving this case on the facts before us. See
K.F.C., 29 F.4th at 837 (“Even the most sweeping delegation
cannot send the contract-formation issue to the arbitrator[.]”).
And we may generally affirm the district court’s judgment on
any ground supported by the record. See, e.g., E.D. by Duell v.
Noblesville Sch. Dist., 151 F.4th 907, 914 n.1 (7th Cir. 2025); see
Kass v. PayPal Inc., 75 F.4th 693, 700 (7th Cir. 2023) (noting a
motion to compel arbitration is procedurally akin to a
summary judgment motion). Cognizant that the parties had
not framed the issue as one of formation on appeal, we
requested supplemental briefing on formation as to the
arbitration and delegation provisions of the Loan
Agreements. Both parties have now had the opportunity to
fully brief and be heard on this issue.
The court’s opinion dated March 31, 2026, is amended in a separately filed opinion
released today.
It is therefore ORDERED that the petition for rehearing and for rehearing en banc
is DENIED.

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