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CASE NO. 3:17-cv-00939-WHA

WAYMO’S RESPONSE RE: DKT. 142

QUINN EMANUEL URQUHART & SULLIVAN, LLP

Charles K. Verhoeven (Bar No. 170151)

charlesverhoeven@quinnemanuel.com

David A. Perlson (Bar No. 209502)

davidperlson@quinnemanuel.com

Melissa J. Baily (Bar No. 237649)

melissabaily@quinnemanuel.com

John Neukom (Bar No. 275887)

johnneukom@quinnemanuel.com

Jordan Jaffe (Bar No. 254886)

jordanjaffe@quinnemanuel.com

50 California Street, 22nd Floor

San Francisco, California 94111-4788

Telephone: (415) 875-6600

Facsimile: (415) 875-6700

Attorneys for WAYMO LLC

UNITED STATES DISTRICT COURT

NORTHERN DISTRICT OF CALIFORNIA

SAN FRANCISCO DIVISION

WAYMO LLC,

Plaintiff,

vs.

UBER TECHNOLOGIES, INC.;

OTTOMOTTO LLC; OTTO TRUCKING

LLC,

Defendants.

CASE NO. 3:17-cv-00939-WHA

PLAINTIFF WAYMO LLC’S RESPONSE

TO THE COURT’S APRIL 4, 2017

ORDER RE ARBITRATION

AGREEMENT (DKT. 142)

Case 3:17-cv-00939-WHA Document 200 Filed 04/10/17 Page 1 of 3
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-1- CASE NO. 3:17-cv-00939-WHA

WAYMO’S RESPONSE RE: DKT. 142

Plaintiff Waymo LLC files this Response to the Court’s Order to make a statement under oath

regarding whether Waymo LLC, Waymo Holding, Inc., Google Inc. and/or Alphabet Inc. have ever

demanded an arbitration despite not being a signatory to the relevant contract(s) containing the

asserted arbitration clause(s).

In response to the Court’s Order, please find attached two declarations, one from Thomas Lue

and another from William Berry.

The declaration of Mr. Berry discloses four matters that arguably are responsive to the Court’s

Order. That said, Waymo does not believe they are relevant to the captioned case, nor to Defendants’

pending motion to compel. That is for a few reasons.

First, the only historical scenarios that are potentially responsive to the Court’s Order pertain

to Google Inc., and/or Alphabet Inc. Neither of those entities is a party to this lawsuit.

Second, in Defendants’ motion to compel, they argue that this Court should compel arbitration

of claims between a collection of parties (the named parties to this case) on the basis of an arbitration

clause that is contained in agreement(s) to which none of the named parties was a signatory. That kind

of scenario—asserting a contractual arbitration clause to cover litigation claims between parties, when

none of the parties is a signatory to the relevant contract—is nowhere present in the history of Waymo

LLC, Waymo Holding, Google or Alphabet.

Third, the specifics of the four scenarios disclosed by Mr. Berry support their non-relevance.

In the DoubleClick matter, Google Inc. served an arbitration demand pursuant to a contract with an

arbitration clause, despite Google Inc. not having signed that contract. And yet Google had acquired

(and was expressly labeled the successor-in-interest of) the contract signatory. Thus, while Google

was not a signatory to the contract containing the arbitration clause, Google as the successor-ininterest on the contract was entitled to assert its terms. No such circumstances are present in this case.

Likewise, in the Abreu matter, Google Inc. moved to compel arbitration. And yet Google did

so as the acquirer and successor-in-interest of the co-defendant (Slide, Inc.), whose Terms of Use

included the relevant arbitration clause. Thus, while Google was not a “signatory” to the contract

containing the arbitration clause, it was the owner and successor of the contract signatory. That is not

the case here.

Case 3:17-cv-00939-WHA Document 200 Filed 04/10/17 Page 2 of 3
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-2- CASE NO. 3:17-cv-00939-WHA

WAYMO’S RESPONSE RE: DKT. 142

In the RIM/BlackBerry scenario, Google Inc. again was not a “signatory” to the relevant

contract, and yet again Google had acquired an entity (“MMI”) that was a party to and/or entitled to

express license rights under the contract. That is not the case here.

Finally, in the Hart lawsuit, Google Inc. was not a signatory to the contract pursuant to which

arbitration was demanded. And yet, in that case, all parties to the dispute (including the named

plaintiff(s) and the co-defendant, the party that was a signatory to the contract containing an

arbitration clause) agreed that arbitration was proper. Indeed, the named plaintiff(s) and Google’s codefendant filed motions to compel arbitration. After those motions to compel arbitration were filed,

Google for its part filed a motion to dismiss or stay the lawsuit. In doing so, Google submitted certain

arguments regarding an alleged joint-employer’s rights to enforce an arbitration clause entered into by

the other alleged joint-employer. But those facts are far afield from the present case.

DATED: April 10, 2017 QUINN EMANUEL URQUHART & SULLIVAN,

LLP

By /s/ Charles K. Verhoeven

Charles K. Verhoeven

Attorneys for WAYMO LLC

Case 3:17-cv-00939-WHA Document 200 Filed 04/10/17 Page 3 of 3