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Waymo LLC v. Uber Technologies, Inc.

United States Court of Appeals, Federal Circuit

September 13, 2017

WAYMO LLC, Plaintiff-Appellee
v.
UBER TECHNOLOGIES, INC., OTTOMOTTO LLC, Defendants-Appellants OTTO TRUCKING LLC, Defendant ANTHONY LEVANDOWSKI, Intervenor

         Appeal from the United States District Court for the Northern District of California in No. 3:17-cv-00939-WHA, Judge William H. Alsup.

          Charles Kramer Verhoeven, Quinn Emanuel Ur-quhart & Sullivan, LLP, San Francisco, CA, argued for plaintiff-appellee. Also represented by John William McCauley, IV, David Andrew Perlson; David Michael Cooper, New York, NY.

          Hamish Hume, Boies Schiller & Flexner LLP, Washington, DC, argued for defendants-appellants. Also represented by Karen L. Dunn; Shira Liu, David Laurence Zifkin, Santa Monica, CA; Michael Allen Jacobs, Morrison & Foerster LLP, San Francisco, CA.

          Before Newman, Wallach, and Stoll, Circuit Judges.

          Newman, Circuit Judge.

         This appeal is from the Order of the United States District Court for the Northern District of California, denying the Defendants' motion to compel arbitration of their pending litigation with Waymo LLC.[1] The Defendants are Uber Technologies, Inc., Ottomotto LLC, and Otto Trucking LLC. The Appellants are Uber Technologies, Inc. and Ottomotto LLC (collectively "Uber" or "Appellants"). Anthony Levandowski is an Intervenor in this case.

         The Appellants do not assert that an arbitration agreement exists between any of the Defendants and Waymo. The Appellants instead argue that Waymo should be compelled to arbitrate its dispute with the Defendants because of the arbitration agreement between Waymo and Intervenor Levandowski. The district court received Waymo's representation that it "expressly forswore reliance on its 2009 and 2012 agreements with Levandowski to prove up its claims, " Dist. Ct. Order at *4, unless the agreements are raised by the Defendants, and the court ruled that compulsory arbitration is not appro- priate. On review of the principles and precedent, we affirm the district court's holding.

         Background

         Waymo's complaint against the Defendants includes counts of violation of the California Uniform Trade Secrets Act, the Federal Defend Trade Secrets Act, the California Business and Professional Code, and the patent statute. Relevant background is set forth in the district court's Order, and is repeated only to explain our affirmance of the denial of arbitration.

         The two employment agreements between Waymo and its then-employee Levandowski, entered in 2009 and 2012, each contain a similar arbitration clause. The 2012 agreement includes the following clause:

In consideration of my employment with the Company, its promise to arbitrate all employment-related disputes, and my receipt of the Compensation, pay raises and other benefits paid to me by the Company, at present and in the future, I agree that any and all controversies, claims, or disputes with anyone (including the Company and any employee, officer, director, shareholder or benefit plan of the Company in their capacity as such or otherwise), whether brought on an individual, group, or class basis, arising out of, relating to, or resulting from my employment with the Company or the termination of my employment with the Company, including any breach of this Agreement, shall be subject to binding arbitration under the arbitration rules set forth in California Code of Civil Procedure Section 1280 through 1294.2, including Section 1283.05 (the "Rules") and pursuant to California law. Disputes which I agree to arbitrate, and thereby agree to waive any right to a trial by jury, include any statutory claims under State or Federal law, including, but not limited to, claims under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act of 1990, the Age Discrimination in Employment Act of 1967, the Older Workers Benefit Protection Act, the Sarbanes-Oxley Act, the Worker Adjustment and Retraining Notification Act, the California Fair Employment and Housing Act, the Family and Medical Leave Act, the Fair Labor Standards Act, the California Family Rights Act, the California Labor Code, claims of harassment, discrimination, wrongful termination and any other contractual, tort or statutory claims under Federal, California and local laws, to the extent allowed by law. I further understand that this agreement to arbitrate also applies to any disputes that the Company may have with me.

J.A. 319-20. The briefs state that arbitration between Waymo and Levandowski is ongoing.

         In the district court, the Defendants argued, inter alia, that equitable estoppel applies to compel arbitration between them and Waymo because Waymo contended that "Levandowski was able to misappropriate Waymo's information by virtue of his job at Waymo, " and that Levandowski downloaded 14, 000 Waymo documents and used this information for the benefit of Uber. J.A. 264. At a hearing on this aspect, the district court asked Waymo if it would forgo "any reliance in this case on any employment or other agreement with Levandowski containing an arbitration clause, " and "forgo any claims in any forum against Levandowski similar to those asserted herein that rely on any agreement containing an arbitration clause." J.A. 5737-4. Waymo agreed, "provided that Uber does not open the door by reference to these agreements or lack thereof of those agreements, which is something that we would just have to address down the road." J.A. 579.

          The district court, discussing California law and precedent, explained its denial of the motions to compel arbitration:

At bottom, defendants have not shown that Way-mo relies on the 2009 or 2012 agreements to assert its claims against defendants while simultaneously seeking to avoid the arbitration clauses of those agreements. The inequities that equitable estoppel is designed to address are simply not present. Accordingly, equitable estoppel does not apply.

Dist. Ct. Order at *3.

         Discussion

         On appellate review, we apply the applicable law of California and the Ninth Circuit, since "the issues of arbitrability are not intimately involved in the substance of enforcement of a patent right." Promega Corp. v. ...


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