Waymo LLC v. Uber Technologies, Inc.
2017 U.S. App. LEXIS 17665
| Fed. Cir. | 2017Background
- Waymo sued Uber Technologies, Ottomotto LLC, and Otto Trucking for trade secret misappropriation, related statutory and contract claims, and patent infringement; Levandowski (former Waymo employee) is an intervenor and separately in arbitration with Waymo under 2009 and 2012 employment agreements that contain arbitration clauses.
- Uber moved to compel arbitration of Waymo’s suit with Uber based on equitable estoppel, arguing Waymo’s claims rest on Levandowski’s conduct and therefore on his employment agreements with arbitration clauses.
- Waymo represented to the district court that it would not rely on its 2009 or 2012 agreements with Levandowski to prove its claims in this litigation unless Uber first "opened the door" by raising those agreements.
- The district court denied Uber’s motion to compel arbitration, applying California law and Ninth Circuit precedent (notably Kramer and Goldman) and finding equitable estoppel inapplicable because Waymo did not rely on the Levandowski agreements.
- On appeal, the Federal Circuit affirmed, holding that California contract-and-equitable-estoppel principles require actual reliance on the agreement (or claims intertwined with its terms) before compelling arbitration against a non-signatory; neither Kramer/Goldman prong was satisfied.
Issues
| Issue | Waymo's Argument | Uber's Argument | Held |
|---|---|---|---|
| Whether Waymo can be compelled to arbitrate with Uber based on Levandowski’s arbitration clauses | Waymo: It will not rely on Levandowski’s employment agreements in this litigation; its claims do not depend on contract terms | Uber: Waymo’s trade-secret allegations necessarily rely on Levandowski’s employment agreements, so equitable estoppel permits a non-signatory to compel arbitration | Denied — no arbitration. Court held Waymo does not rely on the agreements and precedent requires actual reliance or claims intertwined with the contract |
| Whether claims alleging concerted misconduct justify estoppel | Waymo: It does not allege collusion tied to the contractual obligations; claims stand independent of the agreements | Uber: Alleged concerted misconduct between Levandowski and Uber supports estoppel to compel arbitration | Denied — allegations of collusion unconnected to the contract’s terms do not warrant estoppel |
Key Cases Cited
- Howsam v. Dean Witter Reynolds, 537 U.S. 79 (2002) (parties cannot be forced to arbitrate disputes they did not agree to submit)
- Arthur Andersen LLP v. Carlisle, 556 U.S. 624 (2009) (a non-signatory may enforce an arbitration agreement when state contract law permits)
- Kramer v. Toyota Motor Corp., 705 F.3d 1122 (9th Cir. 2013) (articulates two-prong California framework for equitable estoppel to compel non-signatory arbitration)
- Goldman v. KPMG LLP, 92 Cal. Rptr. 3d 534 (Cal. Ct. App. 2009) (equitable estoppel requires plaintiff’s reliance on the contract containing the arbitration clause)
- Murphy v. DirecTV, Inc., 724 F.3d 1218 (9th Cir. 2013) (applies Kramer/Goldman framework; mere reference to a contract is insufficient for estoppel)