FOR PUBLICATION

UNITED STATES COURT OF APPEALS

FOR THE NINTH CIRCUIT

LYDIA OLSON; MIGUEL PEREZ; 

POSTMATES, INC., (Successor 

Postmates LLC); UBER 

TECHNOLOGIES, INC., 

Plaintiffs-Appellants,

v.

STATE OF CALIFORNIA; ROB 

BONTA,* in his capacity as Attorney 

General of the State of California, 

Defendants-Appellees.

No. 21-55757

D.C. No.

2:19-cv-10956-

DMG-RAO

OPINION

Appeal from the United States District Court

for the Central District of California

Dolly M. Gee, District Judge, Presiding

Argued and Submitted July 13, 2022

San Francisco, California

Filed March 17, 2023

* Rob Bonta is substituted for his predecessor Xavier Becerra, former 

Attorney General of the State of California. See Fed. R. App. P. 

43(c)(2).
2 OLSON V. STATE OF CALIFORNIA

Before: Johnnie B. Rawlinson and Danielle J. Forrest, 

Circuit Judges, and Morrison C. England, Jr.,** Senior 

District Judge.

Opinion by Judge Rawlinson 

SUMMARY***

Civil Rights

The panel affirmed in part and reversed in part district 

court orders dismissing Plaintiffs’ Second Amended 

Complaint and denying Plaintiffs’ motion for a preliminary 

injunction, and remanded, in an action seeking to enjoin the 

State of California and the California Attorney General from 

enforcing California Assembly Bill 5 (“A.B. 5”), as 

amended by California Assembly Bills 170 and 2257. 

A.B. 5, as amended, codified the “ABC test” adopted by 

the Supreme Court of California in Dynamex Operations 

West, Inc. v. Superior Court of Los Angeles, 4 Cal. 5th 903 

(2018), to categorize workers as employees or independent 

contractors for the purposes of California wage orders. A.B. 

5, as amended, however, incorporated numerous exemptions 

into its provisions. 

** The Honorable Morrison C. England, Jr., Senior United States District 

Judge for the Eastern District of California, sitting by designation.

*** This summary constitutes no part of the opinion of the court. It has 

been prepared by court staff for the convenience of the reader.
OLSON V. STATE OF CALIFORNIA 3

The panel first held that, even under the fairly forgiving 

rational basis review, Plaintiffs plausibly alleged that A.B. 

5, as amended, violated the Equal Protection Clause for 

those engaged in app-based ride-hailing and delivery 

services. Thus, Plaintiffs plausibly alleged that the primary 

impetus for the enactment of A.B. 5 was the disfavor with 

which the architect of the legislation viewed Uber, 

Postmates, and similar gig-based business 

models. Additionally, Plaintiffs plausibly alleged that their 

exclusion from the wide-ranging exemptions, including for 

comparable app-based gig companies, could be attributed to 

animus rather than reason. The district court therefore erred 

by dismissing Plaintiffs’ equal protection claim.

The panel held that the district court correctly dismissed 

Plaintiffs’ due process claims because Plaintiffs failed to 

plausibly allege that A.B. 5, as amended, completely 

prohibited them from exercising their “right to engage in a 

calling.” In addition, Plaintiffs’ allegations did not plausibly 

allege that A.B. 5, as amended, would bar plaintiffs Olson 

and Perez from continuing their work as “business owners in 

the sharing economy” with network companies that were 

exempted from A.B. 5, as amended.

The panel held that A.B. 5, as amended, did not violate 

the Contract Clause because it neither interfered with 

Plaintiffs’ reasonable expectations nor prevented them from 

safeguarding or reinstating their rights. Plaintiffs’ Bill of 

Attainder claims likewise failed because Plaintiffs did not

plausibly allege that A.B. 5, as amended, inflicted 

punishment on them. 

Addressing the district court’s denial of Plaintiffs’ 

motion for a preliminary injunction, the panel noted that the 

district court’s order was based on allegations contained in 
4 OLSON V. STATE OF CALIFORNIA

the Initial Complaint, which did not include Plaintiffs’ 

allegations regarding facts—namely the passage of A.B. 

2257 and Proposition 22—that did not exist when the Initial 

Complaint was filed. The panel therefore remanded for the 

district court to reconsider Plaintiffs’ motion for a 

preliminary injunction, considering the new allegations 

contained in the Second Amended Complaint. 

COUNSEL

Theane Evangelis (argued), Blaine H. Evanson, Heather L. 

Richardson, Dhananjay S. Manthripragada, and Alexander 

N. Harris, Gibson Dunn & Crutcher LLP, Los Angeles, 

California; for Plaintiffs-Appellants. 

Jose A. Zelidon-Zepeda (argued), Deputy Attorney General; 

Mark Beckington and Tamar Pachter, Supervising Deputy 

Attorneys General, Thomas S. Patterson, Senior Assistant

Attorney General; Rob Bonta, Attorney General of 

California; Office of the Attorney General, San Francisco, 

California; for Defendant-Appellee.

Scott A. Kronland and Stacey M. Leyton, Altshuler Berzon 

LLP, San Francisco, California, for Amici Curiae 

International Brotherhood of Teamsters, Service Employees 

International Union California State Council, and United 

Food and Commercial Workers Union Western States 

Council. 
OLSON V. STATE OF CALIFORNIA 5

OPINION

RAWLINSON, Circuit Judge: 

Lydia Olson (Olson), Miguel Perez (Perez), Uber, Inc. 

(Uber) and Postmates, Inc. (Postmates, and collectively 

Plaintiffs) appeal the district court’s orders denying their 

motion for a preliminary injunction and dismissing their 

Second Amended Complaint. 

Plaintiffs filed this action to enjoin the State of California 

and the Attorney General of California (Defendants), from 

enforcing California Assembly Bill 5, 2019 Cal. Stats. Ch. 

296 (A.B. 5), as amended by California Assembly Bill 170, 

2019 Cal. Stats. Ch. 415 (A.B. 170) and California Assembly 

Bill 2257, 2020 Cal. Stats. Ch. 38 (A.B. 2257, and 

collectively A.B. 5, as amended), against them. A.B. 5, as 

amended, codified the “ABC test” adopted by the Supreme 

Court of California in Dynamex Operations West, Inc. v. 

Superior Court of Los Angeles, 4 Cal. 5th 903 (2018).1 A.B. 

5, as amended, however, incorporated numerous exemptions 

into its provisions. 

Plaintiffs’ Second Amended Complaint requested an 

injunction on the grounds that—as applied to Plaintiffs—

A.B. 5, as amended, violates: the Equal Protection Clauses, 

the Due Process Clauses, the Contract Clauses, and the Bill 

of Attainder Clauses of the United States and California 

Constitutions. 

1 The effect of the “ABC test” was to include more workers in the 

category of “employee” as opposed to that of “independent contractor.” 

Dynamex, 4 Cal. 5th at 964. 
6 OLSON V. STATE OF CALIFORNIA

This case consolidates Plaintiffs’ appeals of: 1) the 

district court’s order granting Defendants’ motion to dismiss 

Plaintiffs’ Second Amended Complaint; and 2) the district 

court’s order denying Plaintiffs’ motion for a preliminary 

injunction. 

We have jurisdiction under 28 U.S.C. § 1291. 

Reviewing de novo, we REVERSE the district court’s 

dismissal of Plaintiffs’ equal protection claims, but AFFIRM 

the dismissal of the due process, contract clause, and bill of 

attainder claims. We REMAND the district court’s order 

denying Plaintiffs’ motion for a preliminary injunction for 

reconsideration consistent with this opinion. 

I. Background 

A. The Dynamex Decision

In 2018, the Supreme Court of California adopted the 

aforementioned “ABC test” to categorize workers as 

employees or independent contractors for the purposes of 

California wage orders. Dynamex, 4 Cal. 5th at 957. Under 

the ABC test, workers are presumed to be employees, and 

may only be classified as independent contractors if the 

hiring entity demonstrates: 

(A) that the worker is free from the control 

and direction of the hiring entity in 

connection with the performance of the work, 

both under the contract for the performance 

of the work and in fact; and (B) that the 

worker performs work that is outside the 

usual course of the hiring entity’s business; 

and (C) that the worker is customarily 

engaged in an independently established 
OLSON V. STATE OF CALIFORNIA 7

trade, occupation, or business of the same 

nature as the work performed. 

Id. (citations omitted) (emphases in the original).2

B. Statutory Background 

In 2019, the California Legislature passed A.B. 5. The 

expressed intent of the Legislature in enacting A.B. 5 was to: 

ensure workers who are currently exploited 

by being misclassified as independent 

contractors instead of recognized as 

employees have the basic rights and 

protections they deserve under the law, 

including a minimum wage, workers’ 

compensation if they are injured on the job, 

unemployment insurance, paid sick leave, 

and paid family leave. 

A.B. 5 § 1(e). To effectuate its expressed intent, A.B. 5 

codified Dynamex, see id., and its presumption that “a person 

providing labor or services for remuneration shall be 

considered an employee rather than an independent 

contractor, unless the hiring entity” makes the requisite 

showing under the ABC test. A.B. 5 § 2(a)(1); see also 

Dynamex, 4 Cal. 5th at 967. A.B. 5 also expanded 

Dynamex’s application beyond wage orders to California’s 

Labor and Unemployment Insurance Codes. See id. 

2 Prior to Dynamex, California courts primarily determined whether a 

worker was an employee or an independent contractor by applying the 

multi-factor balancing test adopted in S. G. Borello & Sons, Inc. v. 

Department of Industrial Relations, 48 Cal. 3d 341 (1989). See 

Dynamex, 4 Cal. 5th at 931-32.
8 OLSON V. STATE OF CALIFORNIA

However, A.B. 5 exempted a broad swath of workers from 

the Dynamex presumption. See id. § 3(b). These statutory 

exemptions included: California licensed insurance 

businesses or individuals, physicians and surgeons, dentists, 

podiatrists, psychologists, veterinarians, lawyers, architects, 

engineers, private investigators and accountants; registered 

securities broker-dealers and investment advisers; direct 

sales salespersons; commercial fishermen working on 

American vessels for a limited period; marketers; human 

resources administrators; travel agents; graphic designers; 

grant writers; fine artists; payment processing agents; certain 

still photographers or photo journalists; freelance writers, 

editors, or cartoonists; certain licensed estheticians, 

electrogists, manicurists, barbers or cosmetologists; real 

estate licensees; repossession agents; contracting parties in 

business-to-business relationships; contractors and 

subcontractors; and referral agencies and their service 

providers. See A.B. 5 § 2. A.B. 5 also left open the 

possibility of court-created exemptions. See id. § 2(a)(3).

Within a year of its enactment, A.B. 5 was amended by 

A.B. 170 and A.B. 2257. Both bills exempted even more 

workers from the Dynamex presumption. A.B. 170 added 

exemptions for “[a] newspaper distributor working under 

contract with a newspaper publisher . . . and a newspaper 

carrier working under contract either with a newspaper 

publisher or newspaper distributor.” A.B. 170 § 1(b)(7). 

A.B. 2257 added exemptions for recording artists; 

songwriters, lyricists, composers, and proofers; managers of 

recording artists; record producers and directors; musical 

engineers and mixers; vocalists; musicians engaged in the 

creation of sound recordings; photographers working on 

recording photo shoots, album covers, and other press and 

publicity purposes; and independent radio promoters. See 
OLSON V. STATE OF CALIFORNIA 9

A.B. 2257 § 2, 2780. A.B. 2257 also reduced application of 

the existing exemption for referral agencies. See id., § 2, 

2777.

C. Factual Background

It is undisputed that the enactment of A.B. 5 was largely 

driven by a perceived need to curb reported abuses in the gig 

economy, particularly rideshare companies and analogous 

platforms. The sponsor of A.B. 5, California 

Assemblywoman Lorena Gonzalez, published a Washington 

Post Op-Ed in which she proclaimed that A.B. 5 would 

“guarantee . . . workers the normal rights and privileges—

and benefits—enjoyed by most employees” that “‘gig’ 

companies such as Uber, Lyft, DoorDash, Handy and 

others” do not provide to “‘gig’ workers.” See Lorena 

Gonzalez Opinion, The Gig Economy Has Costs. We can No 

Longer Ignore Them, Wash. Post (Sept. 11, 2019).3 

According to a December 2019 Los Angeles Times Article, 

Assemblywoman Gonzalez was “open to changes in [A.B. 

5] next year, including an exemption for musicians — but 

not for app-based ride-hailing and delivery giants.” Margot 

Roosevelt, New Labor Laws Are Coming to California. 

What’s Changing in Your Workplace? (New Labor Laws), 

L.A. TIMES (Dec. 29, 2019).4 California Assemblyman 

Anthony Rendon tweeted, “[t]he gig economy is nothing 

new. It’s a continuation of hundreds of years of corporations 

trying to screw over workers. With [A.B. 5], we’re in a 

position to do something about that.” Anthony Rendon, 

3 https://www.washingtonpost.com/opinions/2019/09/11/gig-economyhas- costs-we-can-no-longer-ignore-them/

4

https://www.latimes.com/business/story/2019-12-29/Californiaemployment-laws-2020-ab5-minimum-wage
10 OLSON V. STATE OF CALIFORNIA

@Rendon63rd, TWITTER (July 10, 2019, 4:40 PM).5 

Addressing A.B. 5, Assemblywoman Buffy Wicks tweeted, 

“I believe all workers should benefit from the hard-fought 

protections won by unions — just because your employer 

uses a smartphone app, doesn’t mean they should be able to 

misclassify you as an independent contractor.” Buffy 

Wicks, @BuffyWicks, TWITTER (Sept. 7, 2019, 6:57 AM).6

D. Plaintiffs

Postmates is “a network company that operates an online 

marketplace and mobile platform connecting local 

merchants, consumers, and independent couriers to facilitate 

the purchase, fulfillment, and, when applicable, local 

delivery of anything from takeout to grocery goods from 

merchants to the consumers.” Consumers may request 

delivery from local merchants (including restaurants and 

grocery stores) through Postmates’ Mobile Application 

(Postmates’ App). When such a request is made, a nearby 

courier will receive a notification and “can choose whether 

to accept the consumer’s offer to pick up and complete the 

requested delivery.”

To serve as a courier on Postmates’ App, an individual 

must execute a “Fleet Agreement” to establish the individual 

and Postmates’ relationship as independent contractor and 

principal (rather than employee and employer). Couriers on 

Postmates’ App may use the platform “as much or as little 

as he or she wants—there is no set schedule, minimum-hours 

requirement, or minimum-delivery requirement,” and 

5 https://twitter.com/Rendon63rd/status/1149101100928159744

6 https://twitter.com/BuffyWicks/status/1170335312758706177
OLSON V. STATE OF CALIFORNIA 11

couriers are free to choose whether to “accept, reject, or 

ignore” delivery requests.

Perez uses Postmates’ App to “run his own delivery 

business.” He “values the flexibility of working for 

himself,” and does not want to work as “someone else’s 

employee again.”

Uber is also a network company that operates a digital 

marketplace through its own mobile application-based 

platforms (Uber Apps). Uber uses its Uber apps to “connect 

individuals in need of goods or services with those willing 

to provide them.” Uber’s most popular marketplace is 

housed on two distinct apps: the Uber Rider App, which 

allows riders to “connect with available transportation 

providers based on their location” and the Uber Driver App, 

which, in conjunction with the Uber Rider App, connects 

available app-based drivers to those requesting rides. Prior 

to utilizing the Uber Driver App, a driver must “execute a 

‘Platform Access Agreement,’ which provides, in its very 

first section: ‘The relationship between the parties is solely 

as independent enterprises’ and ‘[t]his is not an employment 

agreement and you are not an employee.’” As with 

Postmates, a driver is free to use the Uber Driver App “as 

much or as little as he or she wants—there is no set schedule, 

minimum-hours requirement, or minimum-ride or 

minimum-delivery requirement.” Drivers provide and 

maintain their own equipment.

Olson is a California-based driver who “uses the Uber 

platform to get leads for passenger requests to transport 

passengers in the Sacramento and San Francisco Bay areas.”

Olson would be unable to work for Uber if she were to be 

reclassified as an employee under A.B. 5 because she 

depends on “the flexibility that comes with being an 
12 OLSON V. STATE OF CALIFORNIA

independent service provider,” as she serves as her 

husband’s primary caretaker.

E. Procedural History 

1. The Initial Complaint and Motion for a 

Preliminary Injunction.

Plaintiffs jointly filed a complaint on December 30, 2019 

(the Initial Complaint), seeking declaratory, injunctive and 

other relief based on the unconstitutionality of A.B. 5.

Plaintiffs also filed a motion for a preliminary injunction in 

connection with their claims based on the denial of their 

rights under the Equal Protection, Due Process, and Contract 

Clauses. In support of their motion, Plaintiffs and their amici 

filed several declarations, including: declarations from 

Patricia Cartes Andres, Postmates’ Director of Trust and 

Safety and Insurance Operations, and Brad Rosenthal, 

Uber’s Director of Strategic Operational Initiatives, 

regarding the companies’ respective business models; 

declarations from drivers who use the Uber Drivers App, and 

couriers who use the Postmates App, including Olson and 

Perez; and a declaration and expert report from economist 

Justin McCrary. Plaintiffs also provided tweets from 

Assemblywoman Gonzalez, the principal sponsor and 

proponent of A.B. 5, discussing A.B. 5 and Uber;7 articles 

and reports concerning the anticipated effect A.B. 5 would 

have on the “gig economy”; and testimonials from 

Californians negatively affected by A.B. 5.

The district court denied Plaintiffs’ motion for 

preliminary injunctive relief. See Olson v. California, No. 

7 One example was a tweet directed at Assemblywoman Gonzalez 

reminding her that A.B. 5 was “aimed at Uber/Lyft.” 
OLSON V. STATE OF CALIFORNIA 13

CV-1910956-DMG (RAOx), 2020 WL 905572 (C.D. Cal. 

Feb. 10, 2020) (Olson I). The district court noted that for a 

plaintiff to succeed on a motion for a preliminary injunction, 

the plaintiff must show that “(1) she is likely to succeed on 

the merits; (2) she is likely to suffer irreparable harm in the 

absence of preliminary relief; (3) the balance of equities tips 

in her favor; and (4) an injunction is in the public interest.” 

Id. at *4 (citing Winter v. Nat. Res. Def. Council, Inc., 555 

U.S. 7, 20 (2008)). 

Beginning with the likelihood of success, the district 

court determined that Plaintiffs were unlikely to succeed on 

the merits of their claims and failed to raise “sufficiently 

serious questions” on the merits. Id. at *5.

The district court specifically found that A.B. 5 was 

related to a legitimate state interest and did not target gig 

economy companies in violation of their equal protections 

rights. See id. at *5. The district court rejected Plaintiffs’ 

argument that A.B. 5 does not rationally further the 

government’s interest in the proper classification, given its 

numerous exemptions. See id. at *6. Rather, the district 

court concluded that A.B. 5’s exemptions were supported by 

rational explanations. See id. at *8. The district court also 

rejected Plaintiffs’ argument that the exemptions contained 

in A.B. 5 could only be explained by improper animus 

against gig companies because: (1) the “expansive language 

of the statute” negated that argument; (2) discrimination 

cannot be proven by simply pointing to lobbying efforts, 

which are “constitutionally protected”; and (3) “reform may 

take one step at a time,” so the refusal to give an exemption 

to gig companies was not, in and of itself, improper. Id. at 

*8 (citations omitted). Although the district court conceded 

that “the record contains some evidence that [A.B.] 5 

targeted [Uber, Postmates] and other gig economy 
14 OLSON V. STATE OF CALIFORNIA

companies, and that some lawmakers’ statements 

specifically complained about Uber,” it found that the 

evidence did not rise to the level of demonstrating “an Equal 

Protection violation where the statute addresses legitimate 

concerns of deleterious misclassification of workers in many 

industries, not just the gig economy.” Id. at *9.

Next, the district court found that A.B. 5 did not deprive 

gig workers of the right to pursue a career, in violation of 

due process. See id. at *10. The district court reasoned that 

for a statute to infringe on a plaintiff’s “vocational liberty 

interest,” it must completely prohibit a plaintiff from 

engaging in a calling. Id. The district court concluded that 

A.B. 5 was not a complete prohibition on the right to pursue 

a calling because (1) Uber and Postmates insist that their 

drivers are independent contractors even under the ABC test; 

(2) Olson and Perez could be independent contractors if they 

meet the ABC test or fall under an exemption, such as the 

“referral agency” exemption; and (3) even if Olson and 

Perez are reclassified as employees, they can still drive for 

Uber and Postmates so long as those companies 

“compensate them properly and allow them to have flexible 

work schedules.” Id.

Finally, the district court found that A.B. 5 did not 

unconstitutionally impair Plaintiffs’ contracts. See id. at 

*11–13. The district court again pointed to Uber and 

Postmates’ position that A.B. 5 did not require them to 

reclassify their drivers, and thus “their contractual 

relationships with drivers are not at all impaired, much less 

substantially impaired.” Id. at *11. The district court further 

concluded that “Plaintiffs reasonably should have expected 

that the terms setting forth a driver’s contractor status were 

not independently determinative of employment 

classification,” and thus, should have foreseen that their 
OLSON V. STATE OF CALIFORNIA 15

contracts could have been altered by laws like A.B. 5. Id. at 

*11–12. The district court also noted that even if A.B. 5 

substantially impaired Plaintiffs’ contracts, Plaintiffs are 

unlikely to succeed on the merits of their contract clause 

claims because they failed to show “that [A.B.] 5 does not 

serve a significant and legitimate public purpose.” Id. at 

*12.

On the irreparable harm element, the district court 

conceded that Uber and Postmates “established some 

measure of irreparable harm stemming from threatened 

municipal enforcement actions,” but ultimately found that

the harm was mitigated by the possibility of “flexibility and 

freedom” that could be offered to drivers as employees. Id. 

at *14. The district court considered any potential harm 

stemming from business restructuring and unrecoverable 

expenditures “speculative” because Uber and Postmates 

maintained that the ABC test does not apply to them. Id. 

The district court determined that Olson and Perez were not 

subject to the same enforcement actions as Uber and 

Postmates, and that their alleged “unrecoverable financial 

losses” and loss of “customer goodwill, freedom, financial 

stability, and work satisfaction” were speculative in light of 

Uber’s and Postmates’s position that A.B. 5 does not apply 

to them. Id.

Addressing the remaining two preliminary injunction 

elements—balancing of the equities and public interest—the 

district court found that “the State’s interest in applying 

[A.B.] 5 to [Uber and Postmates] and potentially hundreds 

of thousands of California workers outweighs Plaintiffs’ fear 

of being made to abide by the law.” Id. at *16. The district 

court acknowledged Olson’s, Perez’s and amici’s contention 

“that being classified as employees would be financially 

devastating and upend their schedules and expectations.” Id. 
16 OLSON V. STATE OF CALIFORNIA

The district court nonetheless also pointed to evidence from 

Plaintiffs’ own expert that “‘a majority of workers do not 

value scheduling flexibility’ and only a ‘substantial share’—

by inference, less than a majority—‘are willing to give up a 

large share of their earnings to avoid employer discretion in 

setting hours.’” Id. Accordingly, the district court declined 

to “second guess the Legislature’s choice to enact a law that 

seeks to uplift the conditions of the majority of non-exempt 

low-income workers rather than preserve the status quo for 

the smaller subset of workers who enjoy independent 

contractor status.” Id.

Plaintiffs appealed this decision and we heard argument 

in that case on November 18, 2020. However, on November 

3, 2020, shortly before argument, Proposition 22 (Prop. 22) 

was adopted through California’s ballot initiative process. 

The initiative was aimed at protecting “the basic legal right 

of Californians to choose to work as independent contractors 

with rideshare and delivery network companies throughout 

the state” from “recent legislation [that] has threatened to 

take away the flexible work opportunities of hundreds of 

thousands of Californians, potentially forcing them into set 

shifts and mandatory hours, taking away their ability to make 

their own decisions about the jobs they take and the hours 

they work.” To effectuate this protection, Prop. 22 classified 

app-based drivers as independent contractors “and not as [] 

employee[s] or agent[s] with respect to the app-based 

driver’s relationship with a network company,” 

“[n]otwithstanding any other provision of law.”

Given the then-recent passage of Prop. 22, we requested 

a joint supplemental brief and status report from the parties 

addressing: whether Prop. 22 mooted the appeal; the status 

of any enforcement actions pending against Plaintiffs that 

might be affected by the passage of Prop. 22; any pending 
OLSON V. STATE OF CALIFORNIA 17

legal challenges to Prop. 22; the prospect of future 

enforcement actions against Plaintiffs under A.B. 5; and any 

other relevant pending matter or information. The Joint 

Supplemental Brief was filed on December 10, 2020. In the 

brief, the parties agreed that the appeal was not mooted by 

the passage of Prop. 22.

2. The Second Amended Complaint and 

Defendant’s Motion to Dismiss. 

Shortly before we heard argument on Plaintiffs’ appeal 

of the district court’s order denying their motion for a 

preliminary injunction, Plaintiffs filed their Second 

Amended Complaint.8 The Second Amended Complaint 

updated Plaintiffs’ original claims to incorporate the 

amendments to A.B. 5 made by A.B. 2257. It alleged that 

A.B. 5, as amended, violates state and federal Equal 

Protection Clauses, Due Process Clauses, Contract Clauses, 

and Bill of Attainder Clauses. 

Defendants moved to dismiss Plaintiffs’ Second 

Amended Complaint for failure to state a claim on which 

relief could be granted, and the district court granted 

Defendant’s motion in its entirety, with prejudice. See Olson 

II, 2021 WL 3474015 at *10.

8 Plaintiffs’ First Amended Complaint was dismissed by the district court 

with leave to amend its Equal Protection, Due Process, and Contracts 

Clauses claims. Although the district court incorporated this order by 

reference in its order dismissing the Second Amended Complaint, 

Plaintiffs do not independently challenge dismissal of the First Amended 

Complaint. See Olson v. Bonta, No. CV-1910956-DMG (RAOx), 2021 

WL 3474015 at *1 (C.D. Cal. July 16, 2021) (Olson II).
18 OLSON V. STATE OF CALIFORNIA

a. Equal Protection Claims 

The district court dismissed Plaintiffs’ Equal Protection 

claims after concluding that A.B. 5, as amended, is 

“rationally related to [California’s] interest in protecting 

workers.” Id. at *2. The district court incorporated by 

reference its previous dismissal of Plaintiffs’ Equal 

Protection claims, as pled in the First Amended Complaint. 

See id. The district court then addressed “four categories of 

new factual allegations” in the Second Amended Complaint: 

“(1) [A.B.] 5 bill sponsor Assemblywoman Lorena 

Gonzalez’s comments about exempting the work 

relationships of newspaper workers under [A.B.] 170; (2) 

possible exemptions of the work relationships of gig 

economy companies TaskRabbit and Wag! under [A.B.] 5; 

(3) Assemblywoman Gonzalez’s animus toward Uber; and 

(4) the policy pronouncements of Prop 22.” Id. at *3 

(emphasis in the original). 

The district court rejected Plaintiffs’ allegations that the 

one-year delay in the effective date of A.B. 5 for newspaper 

distributors lacked a reasonable explanation. Id. The district 

court reasoned that Assemblywoman Gonzalez’s statement 

that “newspapers have lost nearly every case brought by 

carriers under [Borello],” implied that “even under the old 

Borello multifactor standard for determining employment 

status, newspaper workers have been able to show that they 

are properly classified as employees, not contractors.” Id. 

(citations and internal quotation marks omitted). Thus, the 

district court concluded, the one-year exemption for 

newspaper distributors and carriers, “where newspaper 

workers arguably were already protected even under the old 

Borello test, does not undermine the rationality of a 

legislative scheme aimed at remedying misclassification in 

industries not satisfactorily covered by Borello.” Id.
OLSON V. STATE OF CALIFORNIA 19

(emphasis in the original). The district court also noted that 

the newspaper industry faced idiosyncratic concerns such 

that the Legislature concluded it would be “desirable to give 

newspaper publishers more time to address misclassification 

concerns.” Id.

Second, the district court rejected Plaintiffs’ allegations 

that the exemption of TaskRabbit and Wag! from the 

mandates of A.B. 5, as amended (without similarly 

exempting Plaintiffs) demonstrates that the bill lacks a 

rational basis. Id. at *4. The district court concluded that 

Plaintiffs’ allegations that Uber and Postmates’ business 

models are “nearly identical” to those of TaskRabbit and 

Wag!, id., suggested that A.B. 5, as amended, “did not

arbitrarily target app-based network companies,” rather than 

supported Plaintiffs’ contention that this disparate treatment 

“undercuts the State’s own rational basis” argument. Id.

(citation and alterations omitted) (emphasis in the original). 

The district court found the California Legislature’s decision 

to exempt some app-based referral agencies but not others, 

based on the services the referral agencies provide, to be a 

“deliberate choice” that was consistent with the legislative 

history of A.B. 5, as amended. Id. The district court 

reasoned that there are “rational differences between 

exempted errand-running and dog-walking and nonexempted passenger and delivery driving,” such that any 

disparate treatment on this basis does not give rise to an 

equal protection violation. Id. at *5.

The district court was unpersuaded by Plaintiffs’ 

allegations that statements made by Assemblywoman 

Gonzalez evidenced an irrational animus against them. See 

id. at *6. The district court concluded that Plaintiffs failed 

to demonstrate that they were a “politically unpopular 

group” for the purposes of an equal protection analysis. Id. 
20 OLSON V. STATE OF CALIFORNIA

It further noted that “even if the [California] Legislature 

sought to apply and then enforce the ABC test solely against 

[Uber and Postmates], legislators are entitled to identify ‘the 

phase of the problem’ of misclassification ‘which seems the 

most acute to the legislative mind.’” Id. (citation omitted). 

Accordingly, the district court concluded that “Plaintiffs 

cannot show that the statute serves no legitimate 

governmental purpose and that impermissible animus 

toward an unpopular group prompted the statute’s 

enactment.” Id. (citation, alteration, and internal quotation 

marks omitted) (emphasis in the original)

Third and finally, the district court considered Plaintiffs’ 

allegations that the passage of Prop. 22 “further establishes 

the irrationality of A.B. 5.” Id. (citation omitted). The 

district court opined that “it is not clear that California 

voters’ disapproval of [A.B.] 5 by voting for Prop 22 

translates to a finding that [A.B.] 5 is irrational and thus 

unconstitutional.” Id.

b. Due Process claims

In dismissing the due process claims, the district court 

relied on its previous rational basis analysis. See id. at *7. 

The district court also reiterated that Plaintiffs failed to 

plausibly allege that A.B. 5 was “a complete prohibition on 

[Olson and Perez’s] ability to pursue any profession.” Id.

(citation omitted). The district court noted that A.B. 5, as 

amended, and the ABC test “permit anyone to remain an 

independent contractor if their work relationship meets the 

ABC test’s requirements.” Id. The district court added that, 

even if Plaintiffs established that Olson and Perez’s desire to 

remain independent contractors is its own “calling or

profession” their due process claims fail because A.B. 5 

“conceivably furthers [California’s] legitimate interest in 
OLSON V. STATE OF CALIFORNIA 21

preventing misclassification of workers in a wide swath of 

industries.” Id.

c. Contract Clause Claims

The district court observed that Contracts Clause claims 

“involve a three-step inquiry.” Id. First, courts consider 

“whether the state law has, in fact, operated as a substantial 

impairment of a contractual relationship.” Id. Next, courts 

consider “whether the state has a significant and legitimate 

public purpose behind the law.” Id. (alteration and internal 

quotation marks omitted). Finally, courts consider “whether 

the adjustment of the rights and responsibilities of 

contracting parties is based upon reasonable conditions and 

is of a character appropriate to the public purpose justifying 

the legislation’s adoption.” Id. (citation and alteration 

omitted).

The district court began and ended its analysis at the first 

step, see id., finding that Plaintiffs failed to plausibly allege 

that A.B. 5 substantially impaired their contracts under 

California law. See id. In the alternative, the district court 

concluded that even if Plaintiffs had plausibly alleged 

substantial impairment, their contract clause claims fail at 

the third step because California has the authority “to 

regulate employment relationship[s],” thereby satisfying 

“the public purpose test” applied when assessing a contracts 

clause challenge. Id. at *8.
22 OLSON V. STATE OF CALIFORNIA

d. Bill of Attainder Claims9

Concluding that A.B. 5, as amended, is—

notwithstanding its exemptions—“a law of general 

applicability to work relationships in California,” the district 

court found that Plaintiffs failed to provide “clear proof that 

[A.B.] 5, as amended, singles them out.” Id. at 9 (citation 

and internal quotation marks omitted). 

Following this order, Plaintiffs filed a timely appeal. As 

we had not yet resolved Plaintiffs’ appeal of the district 

court’s denial of their motion for a preliminary injunction, 

we granted Plaintiffs’ motion to consolidate the two appeals. 

Our order detailed that we would address the issue of 

whether the preliminary injunction was properly denied if 

we reversed the district court’s dismissal order. See 

Nationwide Biweekly Admin. Inc. v. Owen, 873 F.3d 716, 

730-31 (9th Cir. 2017) (discussing the merger of appeals). 

II. Standard of Review 

We review de novo an order granting a motion to dismiss 

for failure to state a claim. See Tingley v. Ferguson, 47 F.4th 

1055, 1066 (9th Cir. 2022). “We must determine whether 

Plaintiffs’ complaint pleads enough facts to state a claim to 

relief that is plausible on its face. . . .” Fowler Packing Co., 

Inc. v. Lanier, 844 F.3d 809, 814 (9th Cir. 2016) (citation 

and internal quotation marks omitted). To do so, we credit 

“all factual allegations in the complaint as true” and construe 

them “in the light most favorable” to the nonmoving party. 

Tingley, 47 F.4th at 1066 (citation omitted). 

9 A bill of attainder results when legislation specifies affected persons 

and inflicts punishment on them without a trial. See SeaRiver Maritime 

Fin. Holdings, Inc. v. Mineta, 309 F.3d 662, 668 (9th Cir. 2002). 
OLSON V. STATE OF CALIFORNIA 23

We review de novo a district court’s interpretation of 

state law. See Killgore v. SpecPro Pro. Servs., LLC, 51 F.4th 

973, 982 (9th Cir. 2022). When interpreting state law, we 

are bound by the decisions of the state’s highest court. See 

id. 

Finally, “[w]e review a district court’s decision to grant 

or deny a preliminary injunction for abuse of discretion.” 

Roman v. Wolf, 977 F.3d 935, 941 (9th Cir. 2020) (per 

curiam) (citation omitted). 

III. Discussion10

A. Equal Protection Claims 

As we recently noted in American Society of Journalists 

& Authors, Inc. v. Bonta, “[t]he Equal Protection Clause 

prohibits states from denying to any person within its 

jurisdiction the equal protection of the laws.” 15 F.4th 954, 

964 (9th Cir. 2021) (citation, alteration, and internal 

quotation marks omitted), cert. denied 142 S. Ct. 2870 

(2022). “If the ordinance does not concern a suspect or semisuspect class or a fundamental right, we apply rational basis 

review and simply ask whether the ordinance ‘is rationallyrelated to a legitimate governmental interest.’” Honolulu 

Wkly., Inc. v. Harris, 298 F.3d 1037, 1047 (9th Cir. 2002) 

(citation and internal quotation marks omitted). We apply 

rational basis review in this case. See Am. Soc’y of 

Journalists & Authors, 15 F.4th at 964 (applying rational 

basis review to A.B. 5); see also Dittman v. California, 191 

F.3d 1020, 1031 n.5 (9th Cir. 1999) (noting that “the 

Supreme Court has never held that the ‘right’ to pursue a 

10 The parties agree that the analysis is the same under federal and state 

law. 
24 OLSON V. STATE OF CALIFORNIA

profession is a fundamental right, such that any statesponsored barriers to entry would be subject to strict 

scrutiny”).

Rational basis review is “a fairly forgiving standard,” as 

it affords states “wide latitude . . . in managing their 

economies.” American Soc’y of Journalists & Authors, 15 

F.4th at 965. Under this standard, we “uphold economic 

classifications so long as there is any reasonably conceivable 

state of facts that could provide a rational basis for them.” 

Id. (citation and internal quotation marks omitted). For a 

plaintiff whose equal protection claim is subject to rational 

basis review to prevail, they must “negate every conceivable 

basis which might have supported the distinctions drawn.” 

Id. (citation and internal quotation marks omitted).

Even under this “fairly forgiving” standard of review, we 

conclude that, considering the particular facts of this case, 

Plaintiffs plausibly alleged that A.B. 5, as amended, violates 

the Equal Protection Clause for those engaged in app-based 

ride-hailing and delivery services.

Plaintiffs plausibly allege that the primary impetus for 

the enactment of A.B. 5 was the disfavor with which the 

architect of the legislation viewed Uber, Postmates, and 

similar gig-based business models. However, the publicly 

articulated purpose of A.B. 5 was to “ensure [that] workers 

who are currently exploited by being misclassified as 

independent contractors instead of recognized as employees 

have the basic rights and protections they deserve.” A.B. 5 

§ 1(e). But, as Plaintiffs plausibly alleged, the exclusion of 

thousands of workers from the mandates of A.B. 5 is starkly 

inconsistent with the bill’s stated purpose of affording 

workers the “basic rights and protections they deserve.” 

A.B. 5 § 1(e). The plausibility of Plaintiffs’ allegations is 
OLSON V. STATE OF CALIFORNIA 25

strengthened by the piecemeal fashion in which the 

exemptions were granted, and lends credence to Plaintiffs’ 

allegations that the exemptions were the result of “lobbying” 

and “backroom dealing” as opposed to adherence to the 

stated purpose of the legislation. As one reporter noted, “[a] 

lobbying frenzy led to exemptions for some professions in 

which workers have more negotiating power or autonomy 

than in low-wage jobs. Among them: lawyers, accountants, 

architects, dentists, insurance brokers and engineers.” 

Roosevelt, New Labor Laws. And along with the many 

categories of workers carved out, A.B. 5, as amended, also 

exempts those who work with certain app-based gig 

companies that perform errand services, such as Task Rabbit 

and Wag!, which have business models that are nearly 

identical to Uber and Postmates. There is no indication that 

many of the workers in exempted categories, including those 

working for the app-based gig companies that are exempted, 

are less susceptible to being “exploited by being 

misclassified as independent contractors.” A.B. 5 § 1(e).11

And as Plaintiffs plausibly alleged, the referral agency 

exemption was expressly amended to exclude Plaintiffs 

“after this court had previously indicated” that the referral 

exemption “might apply to Plaintiffs.” 

Additionally, Plaintiffs plausibly allege that their 

exclusion from wide-ranging exemptions, including for 

comparable app-based gig companies, can be attributed to 

animus rather than reason. In the Second Amended 

Complaint, Plaintiffs cited reporting by the Los Angeles 

Times that after the passage of A.B. 5 (but before the passage 

11 It is notable that during oral argument, counsel for Defendants was 

unable to articulate a conceivable rationale for A.B. 5 that explains the 

exemptions made by A.B. 5, as amended.
26 OLSON V. STATE OF CALIFORNIA

of A.B. 2257), Assemblywoman Gonzalez stated that she is 

“open to changes in the bill next year, including an 

exemption for musicians–but not for app-based ride-hailing 

and delivery giants.” Roosevelt, New Labor Laws(emphasis 

added). As further noted in the Second Amended 

Complaint, this statement by Assemblywoman Gonzalez 

followed numerous other comments “repeatedly 

disparag[ing]” Plaintiffs. We are persuaded that these 

allegations plausibly state a claim that the “singling out” of 

Plaintiffs effectuated by A.B. 5, as amended, “fails to meet 

the relatively easy standard of rational basis review.” 

Merrifield v. Lockyer, 547 F.3d 978, 991 (9th Cir. 2008), as 

amended. We recognize that we recently rejected an equal 

protection challenge to A.B. 5 in American Society of 

Journalists and Authors. However, Plaintiffs’ plausible 

allegations of Assemblywoman Gonzalez’s animus against 

them distinguish the two cases. See 15 F.4th at 966 (“Unlike 

the situation in Merrifield, however, nothing about section 

2778 suggests that its classifications border on corruption, 

pure spite, or naked favoritism . . .”) (citation, alteration, and 

internal quotation marks omitted). 

We therefore hold that the district court erred by 

dismissing Plaintiffs’ equal protection claim. See United 

States Dep’t of Agric. v. Moreno, 413 U.S. 528, 534, 538 

(1973) (commenting that a legislative “desire to harm a 

politically unpopular group cannot constitute a legitimate 

governmental interest”). 

B. Due Process Claims

We reject Plaintiffs’ contention that the district court 

erred by dismissing their due process claims. 

“A threshold requirement to a substantive or procedural 

due process claim is the plaintiff’s showing of a liberty or 
OLSON V. STATE OF CALIFORNIA 27

property interest protected by the Constitution.” Dittman, 

191 F.3d at 1029 (citation omitted). And we have 

recognized that “[a]lthough the precise contours of that 

liberty interest remain largely undefined, the Supreme Court 

observed recently that the line of authorities establishing the 

liberty interest all dealt with a complete prohibition of the 

right to engage in a calling.” Id. (citation, alteration, and 

internal quotation marks omitted). 

The district court correctly dismissed Plaintiffs’ due 

process claims because Plaintiffs failed to plausibly allege 

that A.B. 5, as amended, completely prohibits them from 

exercising their “right to engage in a calling.” Id. In 

addition, Plaintiffs’ allegations do not plausibly allege that 

A.B. 5, as amended, would bar Olson and Perez from 

continuing their work as “business owners in the sharing 

economy” with network companies that are exempted from 

A.B. 5, as amended. These allegations are insufficient to 

plausibly allege a due process violation because, as we have 

previously held, “people do not have liberty interests in a 

specific employer.” Blantz v. Cal. Dep’t of Corr. & Rehab., 

727 F.3d 917, 925 (9th Cir. 2013) (citation and alteration 

omitted). 

Reclassifying on-demand drivers as employees does not 

completely prohibit these drivers from engaging in a calling. 

Olson and Perez are still free to “use apps to facilitate the 

transportation of passengers or deliveries”; they are merely 

barred under A.B. 5, as amended, from doing so as 

independent contractors. These allegations simply do not 

establish a complete prohibition of Olson and Perez’s chosen 

“field of employment.” Franceschi v. Yee, 887 F.3d 927, 

937–38 (9th Cir. 2018). Rather, the infringement is on the 

means of engaging in their chosen work. As a result, 

Plaintiffs failed to plausibly allege that a protected liberty or 
28 OLSON V. STATE OF CALIFORNIA

property interest was infringed. See Sierra Med. Servs. All. 

v. Kent, 883 F.3d 1216, 1226 (9th Cir. 2018) (concluding 

that the plaintiff’s due process claims were without merit 

because they were not rooted in a constitutionally protected 

interest). 

C. Contract Clause Claims 

A state law violates the Contract Clause if it “(1) operates 

as a substantial impairment of a contractual relationship, and 

(2) is not drawn in an appropriate and reasonable way to 

advance a significant and legitimate public purpose.” CDK 

Glob. LLC v. Brnovich, 16 F.4th 1266, 1279 (9th Cir. 2021)

(citation, alteration, and internal quotation marks omitted). 

Determining whether a state law substantially impairs a 

contractual relationship involves three inquiries: 1) “whether 

there is a contractual relationship,” 2) “whether a change in 

law impairs that contractual relationship,” and 3) “whether 

the impairment is substantial.” RUI One Corp. v. City of 

Berkeley, 371 F.3d 1137, 1147 (9th Cir. 2004) (citation 

omitted). 

Plaintiffs satisfied the first component of this inquiry 

through their allegation that Uber and Postmates are “parties 

to valid contracts with the app-based drivers who use their 

apps, including [Olson and Perez].”

Plaintiffs satisfied the second component by alleging that 

“[e]nforcement of [A.B. 5, as amended] would substantially 

impair existing contracts . . . between [Uber and Postmates]

and the app-based drivers who use their apps, including 

[Uber and Postmates’] contracts with [Olson and Perez].” 

More specifically, Plaintiffs alleged that A.B. 5, as amended, 

“would severely modify key contractual rights in those 

contracts (such as various rights to flexibility), and would 
OLSON V. STATE OF CALIFORNIA 29

impose new obligations to which the parties did not 

voluntarily agree to undertake, such as a duty of loyalty, 

unemployment coverage, and other employment benefits.”

Nevertheless, the district court properly dismissed 

Plaintiffs’ Contract Clause claims because Plaintiffs failed 

to plausibly allege the third component of the inquiry. 

Plaintiffs asserted that A.B. 5, as amended, would “eliminate 

the very essence of the contractual bargain in these existing 

contracts, interfere with the reasonable expectations under 

these existing contracts, and eliminate the primary value of 

those contracts,” because “[t]he classification of app-based 

drivers as independent contractors under the existing 

contracts . . . is a critical feature” of these contractual 

relationships. Even after taking this allegation as true—as 

we must at this juncture, see Tingley, 47 F.4th at 1066—we 

conclude that A.B. 5, as amended, does not violate the 

Contract Clause because it neither interferes with Plaintiffs’ 

reasonable expectations nor prevents them from 

safeguarding or reinstating their rights. Notably—as 

Plaintiffs conceded at oral argument—nothing in A.B. 5, as 

amended, prevents Plaintiffs from amending their contracts 

in response to the statute’s requirements.

Although Plaintiffs’ Second Amended Complaint 

alleged that A.B. 5, as amended, infringed upon their 

“reasonable expectation in the enforcement of their 

contracts,” we are not persuaded that these allegations 

plausibly allege that Plaintiffs had a “reasonable 

expectation” that their contractual terms were immune from 

regulation. We have consistently held that states have 

“clear” authority to regulate employment conditions. See 

e.g., RUI One Corp., 371 F.3d at 1150 (“The power to 

regulate wages and employment conditions lies clearly 

within a state’s . . . police power. . . .”). And, “California 
30 OLSON V. STATE OF CALIFORNIA

law is clear that the label placed by the parties on their 

relationship is not dispositive.” Alexander v. FedEx Ground 

Package Sys., Inc., 765 F.3d 981, 989 (9th Cir. 2014) 

(citation, alteration, and internal quotation marks omitted). 

We remain unconvinced that Plaintiffs’ allegations required 

the district court to conclude that Plaintiffs’ contract clause 

claims were plausible. See generally Hotop v. City of San 

Jose, 982 F.3d 710, 717 (9th Cir. 2020) (concluding that 

plaintiffs failed to plausibly allege a Contracts Clause claim 

when the plaintiffs did “not specify how” the ordinance 

affected the contracts) (footnote reference omitted) 

(emphasis added). 

D. Bill of Attainder Claims

“A bill of attainder is a law that legislatively determines 

guilt and inflicts punishment upon an identifiable individual 

without provision of the protections of a judicial trial. . . .” 

SeaRiver Maritime Fin. Holdings, 309 F.3d at 668 (citation 

and internal quotation marks omitted). A statute is a Bill of 

Attainder if it “(1) specifies the affected persons, and (2) 

inflicts punishment (3) without a judicial trial.” Id. (citation 

omitted).

Plaintiffs’ Bill of Attainder claims fail because Plaintiffs 

did not plausibly allege that A.B. 5, as amended, inflicts 

punishment on them. In assessing whether a statute inflicts 

punishment we assess the following factors: “(1) whether 

the challenged statute falls within the historical meaning of 

legislative punishment; (2) whether the statute, reviewed in 

terms of the type and severity of burdens imposed 

reasonably can be said to further nonpunitive legislative 

purposes; and (3) whether the legislative record evinces a 

[legislative] intent to punish.” Id. at 673 (citations and 

internal quotation marks omitted).
OLSON V. STATE OF CALIFORNIA 31

Plaintiffs’ allegations fail the plausibility test on the first 

factor. In SeaRiver, we described the historical means of 

punishment that characterize an unconstitutional Bill of 

Attainder as legislation that “sentenced the named individual 

to death, imprisonment, banishment, the punitive 

confiscation of property by the sovereign, or erected a bar to 

designated individuals or groups participating in specified 

employments or vocations.” Id. (citation omitted). Nothing 

in Plaintiffs’ allegations plausibly allege punishment that 

conforms to this historical description. The closest 

allegations assert interference with Plaintiffs’ business 

model. But even that allegation does not plausibly allege 

punishment. See id. at 673–74 (concluding that there was no 

bar to employment as long as the Plaintiffs continued to 

operate their business). 

Nor do Plaintiffs’ allegations plausibly describe a 

legislative intent to punish. To be sure, as previously 

discussed, Plaintiffs alleged that Defendants have animus 

against them. But animus does not necessarily translate into 

punitive intent. The purpose of A.B. 5 § 1(e), as amended, 

is remedial—to prevent worker misclassification. See A.B. 

5 § 1(e). While the allegations of inconsistent exemptions 

and animus state a claim that A.B. 5, as amended, lacks a 

rational basis, “[a]bsent more compelling support in the 

record, we cannot conclude that there is ‘unmistakable 

evidence of punitive intent.’” SeaRiver, 309 F.3d at 677 

(citation omitted); see also Fowler Packing Co. v. Lanier, 

844 F.3d 809, 819 (9th Cir. 2016) (“While such intent [for 

political expediency] does not align with a legitimate 

justification for a law, it is distinct from an intent to 

punish.”). Given the absence of plausible allegations of both 

an alignment with historical notions of punishment and 

punitive intent, Plaintiffs fail to state a claim that A.B. 5, as 
32 OLSON V. STATE OF CALIFORNIA

amended, represents a Bill of Attainder. SeaRiver, 309 F.3d 

at 674. 

E. Preliminary Injunction.

Pursuant to our previous Order on Motion to Consolidate 

and Motion to Dismiss, we “address the issue of whether the 

preliminary injunction was properly denied” because “the 

district court’s dismissal order is reversed.” See Nationwide 

Biweekly Admin., 873 F.3d at 730–31 (discussing the merger 

of appeals). Because we reverse in part the district court’s 

dismissal order, we now address the district court order 

denying Plaintiffs’ motion for a preliminary injunction. 

The district court denied Plaintiffs’ motion for a 

preliminary injunction based on the allegations contained in 

the Initial Complaint. The district court’s dismissal order 

dismissed Plaintiffs’ Second Amended Complaint, which 

contained allegations regarding facts—namely the passage 

of A.B. 2257 and Prop. 22—that did not exist when the 

Initial Complaint was filed. Although we could review the 

district court’s order to determine whether it abused its

discretion by denying Plaintiffs’ motion, see Roman, 977 

F.3d at 941, the more prudent course of action is a remand 

for the district court to reconsider Plaintiffs’ motion for a 

preliminary injunction, considering the new allegations 

contained in the Second Amended Complaint. See Arizona 

Libertarian Party, Inc. v. Bayless, 351 F.3d 1277, 1283 (9th 

Cir. 2003) (per curiam) (remanding to the district court 

where it was “better able to decide the question in the first 

instance”) (citation omitted).

We therefore remand Plaintiffs’ motion for a preliminary 

injunction for reconsideration, consistent with this Opinion. 
OLSON V. STATE OF CALIFORNIA 33

IV. Conclusion 

We conclude that the district court erred by dismissing 

Plaintiffs’ Equal Protection claims. However, the district 

court correctly dismissed Plaintiffs’ Due Process claims, 

Contract Clause claims, and Bill of Attainder claims. 

We remand the district court’s order denying Plaintiffs’ 

motion for a preliminary injunction for reconsideration. 

REVERSED IN PART, AFFIRMED IN PART, and 

REMANDED.