UBER AND OTTOMOTTO’S REPLY ISO MOTION TO STRIKE WAYMO’S OPPOSITION

Case No. 3:17-cv-00939-WHA 

sf-3785334 

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MICHAEL A. JACOBS (CA SBN 111664)

MJacobs@mofo.com 

ARTURO J. GONZÁLEZ (CA SBN 121490) 

AGonzalez@mofo.com 

ERIC A. TATE (CA SBN 178719) 

ETate@mofo.com 

RUDY Y. KIM (CA SBN 199426) 

RKim@mofo.com 

MORRISON & FOERSTER LLP

425 Market Street 

San Francisco, California 94105-2482 

Telephone: 415.268.7000 

Facsimile: 415.268.7522 

KAREN L. DUNN (Pro Hac Vice) 

kdunn@bsfllp.com 

HAMISH P.M. HUME (Pro Hac Vice) 

hhume@bsfllp.com 

BOIES SCHILLER FLEXNER LLP 

1401 New York Avenue, N.W. 

Washington DC 20005 

Telephone: 202.237.2727 

Facsimile: 202.237.6131 

Attorneys for Defendants 

UBER TECHNOLOGIES, INC. 

and OTTOMOTTO LLC 

UNITED STATES DISTRICT COURT 

NORTHERN DISTRICT OF CALIFORNIA 

SAN FRANCISCO DIVISION 

WAYMO LLC, 

Plaintiff, 

v. 

UBER TECHNOLOGIES, INC., 

OTTOMOTTO LLC; OTTO TRUCKING LLC, 

Defendants. 

Case No. 3:17-cv-00939-WHA

UBER TECHNOLOGIES, INC. AND 

OTTOMOTTO LLC’S REPLY IN 

SUPPORT OF MOTION TO STRIKE 

WAYMO’S OPPOSITION TO 

DEFENDANTS’ ADMINISTRATIVE 

MOTION TO FILE UNDER SEAL 

ACQUISITION DOCUMENTS 

Case 3:17-cv-00939-WHA Document 680 Filed 06/21/17 Page 1 of 3
UBER AND OTTOMOTTO’S REPLY ISO MOTION TO STRIKE WAYMO’S OPPOSITION

Case No. 3:17-cv-00939-WHA 1

sf-3785334 

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Portions of Waymo’s Opposition to Uber’s Administrative Motion to File Under Seal 

Acquisition Documents (Dkt. 526, 527 (redacted version)) and Uber’s corresponding Motion to 

Strike (Dkt. 529) are moot. On June 5, 2017, the Court: 

(1) denied sealing of “any portion of the Term Sheet which Uber 

previously publicly filed” (Dkt. 488-1); 

(2) denied sealing of “Ex. C of the Term Sheet and its 

Attachments,” but allowed a few redactions (Dkt. 444-5); 

(3) granted sealing of the remainder of the Term Sheet (Dkt. 444-5); 

and 

(4) denied sealing of “Indemnification Agreement” and “PostSigning Specified Bad Acts” documents (Dkt. 444-6 and 444-7). 

(Dkt. 550 at 3-4.) On June 19, 2017, the Court granted Uber’s motion for reconsideration of the 

June 5, 2017 Order with respect to narrow portions of the Indemnification Agreement that 

contained personal information or financial and timing terms. (Dkt. 653.) These orders render 

Waymo’s Opposition and Uber’s Motion to Strike moot with respect to the February 22 Term 

Sheet, Indemnification Agreement, and Post-Signing Specified Bad Acts document. 

With respect to the remaining Acquisition Documents, Uber filed these documents 

entirely under seal because the Court stated that “Judge Alsup wanted to see them” and Uber may 

do so “obviously under the protective order.” (5/25/17 Hearing Tr. at 11:22-12:9.) These 

documents were not submitted in connection with any motion or issue presented before the Court. 

If the Court wishes Uber to file redacted versions of these Acquisition Documents on the public 

record, Uber will do so. 

But Waymo’s motion goes beyond seeking redacted versions of the Acquisition 

Documents. Without any attempt at meet and confer, Waymo asks the Court to “deny [Uber’s 

sealing] Motion in all respects.” (Dkt. 526-3 at 2 (emphasis added).) Waymo’s request is 

unnecessary gamesmanship. The Court has already declined to seal portions of the Term Sheet 

“squarely relevant to the issues presently before the Court.” (Dkt. 550.) 

The Court found the remainder of the Term Sheet to contain “some confidential business 

information for which sealing is appropriate.” The Acquisition Documents likewise contain such 

Case 3:17-cv-00939-WHA Document 680 Filed 06/21/17 Page 2 of 3
UBER AND OTTOMOTTO’S REPLY ISO MOTION TO STRIKE WAYMO’S OPPOSITION

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confidential business information, including confidential agreement terms. (Dkt. 515.) The 

proper procedure for Waymo would have been to challenge the confidentiality of any specific 

portions under the Protective Order’s procedures, not file an opposition seeking to unseal all

terms of the Acquisition Documents. See Johnson v. City and County of San Francisco, No. CV 

09–5503 JSW, 2012 WL 104635, *3 (N.D. Cal Jan. 12, 2012) (where plaintiffs allege that 

specific documents were not confidential, “Plaintiffs should follow the procedures set forth in the 

protective order at Section Six for challenging the confidential designation of a particular 

document.”) By asking the Court to unseal the entirety of the documents, without any 

consideration of Uber’s confidential business information, Waymo leaves Uber with no recourse 

but to move to strike. 

Dated: June 21, 2017 MORRISON & FOERSTER LLP

By: /s/ Arturo J. González 

ARTURO J. GONZÁLEZ 

Attorneys for Defendants 

UBER TECHNOLOGIES, INC., 

and OTTOMOTTO LLC 

Case 3:17-cv-00939-WHA Document 680 Filed 06/21/17 Page 3 of 3