REDACTED VERSION OF 

DOCUMENT SOUGHT TO BE 

SEALED 

July 26, 2017 

Honorable Jacqueline Scott Corley 

U.S. District Court, Northern District of California 

450 Golden Gate Avenue 

San Francisco, CA 94102 

Re: Waymo LLC v. Uber Technologies, Inc. et al., Case No. 3:17-cv-00939 

Dear Judge Corley: 

Uber moves to compel documents responsive to seven requests (Request Nos. 61, 62, and 

90 through 94) that are highly relevant to Uber’s ability to challenge Waymo’s damages 

claims and defend itself. These requests seek documents relevant to any possible Waymo 

damage claim in this case, such as financial projections, business plans, market analyses, 

and any related correspondence or analyses, such as internal emails commenting on, 

criticizing, or otherwise discussing these documents. Waymo agreed to produce some 

projections and business plans, but refuses to produce related correspondence or analyses. 

These withheld documents are relevant—while a financial statement or market projection 

may provide one set of expectations, analyses and discussion of those expectations are 

necessary to know if they were realistic and shared. Waymo’s limited production 

prevents Uber from understanding basic information, such as who prepared the 

documents, when and for whom they were prepared, for what reason, and what was said 

about them. 

Waymo claims these documents are somehow not relevant. That flies in the face of both 

Judge Alsup’s repeated admonition that Waymo not stonewall Uber’s discovery efforts 

and this Court’s admonition that Waymo does not get to determine what Uber is entitled 

to receive to defend itself. Waymo’s conduct is especially prejudicial in light of its 

refusal to offer any specificity regarding the damages it will seek (see Dkt. 1004 at 7-10), 

and the “bone-crushing” discovery schedule that Waymo has demanded. (Dkt. 731 (7/18 

Order) at 3.) 

The Special Master agreed the parties are at an impasse and has authorized this motion. 

Background

On July 1, 2017, Uber met and conferred with Waymo about its responses to Request 

Nos. 61, 62, 90-94, 96, and 97. (See Pritt Decl., Ex. 1 (RFP Responses); Ex. 2, 7/1 

Takashima Email, at 9-12.) Uber identified several deficiencies in Waymo’s responses, 

including that Waymo improperly limited its production to high-level presentations and 

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spreadsheets, and refused to produce other relevant documents and any responsive 

communications, including emails relating to the selective documents Waymo chose to 

produce. (Id.) 

Waymo responded on July 5, refusing to produce “all documents and communications 

related to” the requests, because Waymo viewed requests for all documents and 

communications appropriate only for “certain subject matters (such as the stolen files).” 

(Id., 7/5 Bailey Email, at 1-3.) Waymo stood firm on its written responses to produce 

only documents “sufficient to show” the subjects identified in the requests, and for some 

requests agreed to see if there were other documents like those it agreed to produce. (Id.) 

The parties met and conferred on these requests several more times over the next few 

weeks. Waymo agreed to search for and produce emails that discussed or analyzed Uber

or its business as sought by Request Nos. 96 and 97. (See id., Ex. 3 at 1-3; Ex. 4 at 1-5.) 

But Waymo refused to do the same for information about Waymo sought by Request Nos. 

61, 62, and 90 to 94. (Id., Ex. 4 at 3.) Despite Uber again explaining the relevance and 

need for documents (including emails) responsive to these requests, Waymo refused to 

search for or produce any emails or other responsive documents, beyond the limited 

spreadsheets and presentations to executives that Waymo picked to produce. (Id., 7/20 

Pritt Email, at 1-3.) Waymo invoked the burden of searching emails as a new reason—

one not in Waymo’s written discovery responses (see id., Ex. X)—to resist compliance. 

(Id., 7/20 Bailey Email, at 1.) Waymo asserted this was appropriate because it had 

produced other documents “most likely to be responsive to these requests.” (Id.) Uber 

asked if Waymo would at least produce emails related to the subset of responsive 

documents it chose to produce. (Id., 7/20 Pritt Email at 1-3.) Waymo refused to do that 

too. 

Argument 

1. Waymo’s Finances, Performance and Business-Related Plans (RFPs 61, 62, and 

93): RFP 61 seeks documents “relating to Waymo’s financial viability, including but not 

limited to internal business plans, estimates, and future projections at Waymo or Project 

Chauffeur.” RFP 62 seeks documents “relating to Waymo’s performance, including but 

not limited to the development of and progress assessment for any schedules and 

milestones at Waymo LLC or Project Chauffeur.” And RFP 93 seeks documents 

“relating to Waymo’s business plans, strategic plans, operating plans, marketing plans, 

financial plans, sales plans, and investment plans for its ride-sharing business, including 

projections for revenue generation and profitability.” These documents are critical to 

Uber’s ability to analyze the damages (if any) in this case, particularly given Waymo’s 

woefully deficient damages disclosures. (See Dkt. 1004 at 7-10.) Waymo’s 

simultaneous refusal to produce all responsive documents, including its refusal to 

produce any emails, about its finances, performance, and business-related plans greatly 

compounds the prejudice to Uber’s ability to develop its defenses to Waymo’s damages 

claims. 

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Waymo has not disputed the relevance of the information sought by these requests but 

rather objects that the requests are overbroad and it would be burdensome to produce 

emails and other responsive documents. First, Waymo has waived any objections to the 

requests as overbroad or burdensome by not including those objections in its specific 

written responses. E.g., Evans v. Baxter Healthcare Corp., No. CV 12-4919-WHO 

(KAW), 2013 WL 3786313, at *3 (N.D. Cal. July 17, 2013) (specific objections not 

raised in responses are waived). And while Waymo did initially object to Request No. 93 

as overbroad, it failed to explain what about it was overbroad, and “such unexplained and 

unsupported boilerplate objections are improper.” E.g., Duran v. Cisco Systems, Inc., 258 

F.R.D. 375, 379 (C.D. Cal. 2009) (collecting caselaw). Waymo’s refusal to produce any 

documents responsive to Request No. 93 other than those “as presented to executives” is 

similarly improper. (Pritt Decl., Ex. 2, 7/5 Bailey Email, at 3.) Second, Waymo cannot 

be heard to complain that producing responsive documents and emails imposes a burden 

given the “bone-crushing” discovery it has imposed on Uber, and the “enormous 

resources” it has required this Court to expend “to resolve myriad disputes on an 

expedited basis.” (Dkt. 833, 7/7 Order at 3.) Judge Alsup admonished Waymo earlier 

today for this very type of intransigence in discovery: “It offends me, with all the pain 

and suffering that [Waymo] ha[s] inflicted on the court system, . . . that when it comes 

time for Waymo to come across with some documents and witnesses, that they’re too 

busy and important.” (7/26 Tr. at 83:4-8.) Third, Waymo’s agreement to produce emails 

discussing and analyzing Uber and its business (as it has for Request Nos. 96 and 97), but 

not Waymo’s business demonstrates that Waymo is producing documents it believes are 

helpful to its claims while refusing to produce documents relevant to Uber’s defenses. 

Fourth, Waymo’s contention that Uber does not need any documents or emails except the 

spreadsheets and presentations to executives that Waymo “agreed” to produce ignores 

what those limited documents do not show—differing or dissenting opinions and 

analyses about the content of the documents, and the multitude of inputs that themselves 

are relevant to Uber’s defense, not to mention who created and received the documents, 

and why. At one point, Waymo asked: “Why, for example, are Waymo’s financial 

statements insufficient for Uber to determine Waymo’s ‘financial viability’?” (Pritt 

Decl., Ex. 4, 7/20 Bailey Email, at 1.) As Uber explained, the answer is rudimentary—

while a financial statement may provide one set of expectations, analyses and discussion 

of those expectations are necessary to understand whether they were realistic and shared. 

As just one example, at midnight on July 24, Waymo produced profit and loss 

spreadsheets (without any accompanying emails that might show who created, sent or 

received them), which show that

(Compare Pritt Decl., Ex. 5 with Ex. 6.) Communications and other documents related to 

these types of documents undoubtedly would provide context for such wildly differing 

projections. 

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The close of discovery is less than one month away, the same time opening expert reports 

are due. Without the requested information, Uber cannot adequately prepare its defenses 

or expert reports. This is especially true given the implausibly wide-ranging and 

unworkably vague damages figures Waymo has provided (see Dkt. 1004 at 7-10). Uber 

therefore asks the Court to order Waymo to produce all documents and communications 

responsive to Requests Nos. 61, 62, and 93, including all responsive documents at 

Google or Alphabet (such as documents of Messrs. Page or Brin), as Alphabet 

employees interacted with and had oversight over Waymo. (See Pritt Decl., Ex. 7, 7/24 

Nardinelli Email, at 1 (admitting responsive documents were “created at Alphabet, not 

within Waymo”).) 

2. Waymo’s Analyses of the Ridesharing Market (RFPs 90, 91, 92, and 94): For 

many of the same reasons discussed above, the Court should order Waymo to produce all 

responsive documents (including communications) relating to Waymo’s understanding 

and expectations regarding the ride-sharing market. Request No. 90 seeks documents 

“relating Waymo’s estimates of the size of the ride-sharing market in the United States 

for each of the last six years.” Request No. 91 makes the same request, but for the “next 

six years.” Request No. 92 seeks documents “relating to Waymo’s forecasts regarding 

the number of Waymo’s ride-sharing vehicles in the United States, for each of the next 

six years—broken out by U.S. city and on a quarterly basis.” And Request No. 94 seeks 

all documents “relating to Waymo’s analysis of any barriers to entry in the ride-sharing 

market and the status of any attempts by Waymo to overcome any such barriers, 

including investments and infrastructure needed.” Again, Waymo does not dispute that 

this information is relevant, but rather seeks to limit its response to “documents sufficient 

to show what comes closest to the requested information,” while refusing to produce 

documents beyond what it produced in expedited discovery, and again refusing to 

produce any responsive communications. (Pritt Decl, Ex. 2, 7/5 Bailey Email, at 2-3.) 

As discussed above, Waymo’s unexplained overbreadth and burden objections are 

improper. Moreover, these requests seek information about the extent to which Waymo 

competes with Uber in the ridesharing industry and the costs of such competition, which 

is central to this case. “Defendants are entitled to develop their own defense to Plaintiff’s 

for relief and need not rely solely on what Plaintiff contends is relevant.” (Dkt. 832, 7/7 

Order, at 3.) Waymo does not have the right to determine unilaterally how much detail it 

needs to disclose, while withholding other responsive documents and all related 

communications. The same is true of responsive documents and communications at 

Google or Alphabet concerning analyses of the ridesharing market. Accordingly, the 

Court should order Waymo to produce all documents and communications responsive to 

Request Nos. 90, 91, 92 and 94, including all responsive documents located at Google or 

Alphabet. 

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Respectfully submitted, 

/s/ Karen L. Dunn 

Karen L. Dunn 

Counsel for Uber Technologies, Inc. and 

Ottomotto LLC 

cc: All Counsel of Record 

Special Master John Cooper 

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