Good v. Uber Tech., Inc.

234 N.E.3d 262

William GOOD

v.UBER TECHNOLOGIES, INC., & others.¹

SJC-13490

Supreme Judicial Court of Massachusetts, Suffolk.

Argued January 5, 2024.

Decided June 7, 2024.

Contract, Arbitration, For services, Offer and acceptance. Arbitration, Appeal of order compelling arbitration, Appropriateness of judicial proceedings. Notice. Cellular Telephone.

Civil action commenced in the Superior Court Department on January 25, 2022.

A motion to compel arbitration was heard by Debra A. Squires-Lee, J.

The Supreme Judicial Court on its own initiative transferred the case from the Appeals Court.

The following submitted briefs for amici curiae:

Michael R. Huston, of the District of Columbia (Sopen Shah, of Wisconsin, & Matthew Manuszak also present) for Uber Technologies, Inc., & another.

Christopher A. Monson, Boston, for Jonas Yohou.

Matthew W.H. Wessler (Bradley M. Henry, Boston, & Jessica M. Gray, also present) for the plaintiff.

Rhonda T. Maloney, Gloucester, Thomas R. Murphy, Salem, Kevin J. Powers, & Kristie A. LaSalle, Cambridge, for Massachusetts Academy of Trial Attorneys.

Jennifer B. Dickey, of the District of Columbia, Kevin R. Palmer, Mark C. Fleming, Boston, & Neal Quenzer, Boston, for Chamber of Commerce of the United States of America.

Jeffrey R. White, of the District of Columbia, & Thomas R. Murphy, Salem, for American Association for Justice.

Derek M. Gillis for Massachusetts Defense Lawyers Association.

Present: Budd, C.J., Gaziano, Kafker, Wendlandt, & Georges, JJ.

WENDLANDT, J.

In this case, we are called on to apply basic principles of contract formation to a nonnegotiable, standard form "terms of use" contract that the defendants Uber Technologies, Inc., and Rasier, LLC (collectively, Uber), presented to the plaintiff, William Good, when he opened Uber’s digital mobile platform application (app). The app matches users needing transportation with drivers willing to provide a ride. One of the terms required Good to arbitrate his negligence-based claims against Uber and one of its drivers, the defendant Jonas Yohou.

Relevant to this narrow inquiry, Uber presented its terms of use to Good through its app in a manner that prevented Good from continuing to use Uber’s services on his cellular telephone unless Good both clicked a checkbox indicating that he had "reviewed and agree[d]" to the terms and activated a button labeled "Confirm," further indicating his assent. This blocking interface included a large graphic image of a clipboard holding a document; near the bottom of the document was an "X" alongside a graphic of a pencil poised as if to sign a legal instrument. The interface was focused and uncluttered; it clearly alerted Good multiple times, in prominent boldface text, that the purpose of the blocking screen was to notify Good of Uber’s terms of use. It encouraged Good to review those terms and provided an identifiable hyperlink directly to the full text of the terms of use document.

We conclude that these and other features of Uber’s "clickwrap"² contract for- mation process put Good on reasonable notice of Uber’s terms of use, one of which was the agreement to arbitrate disputes, like the present one, concerning the personal injuries he suffered. Further concluding that Good’s selection of the checkbox adjacent to the boldfaced text stating that he "agree[d]" to the terms and his activation of the "Confirm" button reasonably manifested his assent to the terms, we reverse the order of the Superior Court judge denying Uber’s motion to compel arbitration, and we remand for entry of an order to submit the claims to arbitration.³

1. Background.⁴ Uber is a Delaware corporation, registered to do business in the Commonwealth. It maintains an app, which connects individuals seeking transportation with drivers. Yohou was one such driver.

Good, who was a chef at a Boston restaurant, first registered a customer account with Uber in August 2013. On April 25, 2021, when Good opened Uber’s app to secure a ride, he was presented with a blocking screen, announcing that Uber had updated its terms of use. Good clicked a checkbox next to text indicating that he had "reviewed and agree[d]" to the terms. Good also activated a button at the bottom of the interface labeled "Confirm." These features are discussed in depth below. Only after performing these actions could Good order a ride.

Five days later, Good again used Uber’s app, this time to order a ride from his work in Boston to his home in Somerville. In response, Yohou was dispatched. During the drive, Yohou’s car collided with another vehicle. In the ensuing impact, Good was thrust forward and hit his head on the front passenger’s seat headrest, breaking his neck. Good instantly was paralyzed and later was diagnosed with a severe spinal injury and quadriplegia.

a. Blocking screen. On April 25, 2021, when Good opened Uber’s app on his cellular telephone, he received the following "in-app blocking pop-up screen," displayed infra, that covered nearly the entire footprint of his device’s display; this interface blocked further access to, and use of, Uber’s app.

234 N.E.3d 269.bmp

As shown, set against a largely white-colored background, at the top of the popup screen, text written in black, boldfaced, medium-sized⁵ font stated, "We’ve updated our terms." Underneath the text, below a faint, gray line, the screen displayed a large image of a blue rectangle with a black clipping element, indicative of a clipboard. The clipboard was shown holding a white rectangular shape reminiscent of a sheet of paper with a blue-colored, prominent "X" on its lower left corner; adjacent to the "X" was an image of a pencil positioned diagonally to suggest its use for writing. The image, which in view of these features suggested the execution of a legal instrument, was centered horizontally in the top third of the screen and was the single largest item on the screen.

Below the image, at approximately the vertical center of the interface, and in larger, boldfaced, black lettering, the screen stated, "We encourage you to read our updated Terms in full." As set forth, the word "Terms" was capitalized. The statement spanned two lines with the new line beginning between the words "read" and "our," such that the words "updated Terms" were centered on the screen. Immediately below this statement were two black bullet points, each adjacent to medium-sized text, which was underlined and colored blue. The first bullet point stated, "Terms of Use," and the second stated, "Privacy Notice." Each was a hyperlink that, if activated by clicking on it, presented the user with the full text of Uber’s terms of use and privacy notice, respectively.

On the bottom third of the screen, beneath a faint, gray line, was a checkable box. The box was centered next to two statements. The first statement was shown in medium-sized, black, boldfaced font and stated, "By checking the box, I have reviewed and agree to the Terms of Use and acknowledge the Privacy Notice." As shown, the words "Terms," "Use," and "Privacy Notice" each were capitalized. The statement spanned three lines with the second line beginning between the words "reviewed" and "and agree" and the third line beginning between the words "and" and "acknowledge." The checkbox was centered between the second and third lines of this first statement. The second statement was shown just below the first; it was written in faint, gray-colored, noticeably smaller font and stated, "I am at least 18 years of age."

At the bottom of the screen, underneath the checkbox and accompanying text, a large black bar stretched across most of the display’s width. Centered in the bar, which resembled, and thus was suggestive of, a mechanical push button, white medium-sized text stated, "Confirm."

As the name suggests, the blocking screen prevented the user from using the app. To proceed past the screen, the user was required to engage in two actions. First, the user had to check the box adjacent to the text indicating that the user had "reviewed and agree[d]" to the terms of use and the smaller text indicating that the user was at least eighteen years old; second, the user had to click the large button stating "Confirm." The user was not required to click on the hyperlinks to proceed and thus was not required actually to review either the terms of use document or the privacy notice discussed infra.

When Good was presented with this screen, he checked the checkbox and clicked the "Confirm" button. The record does not reflect whether Good either activated the hyperlink that opened the contents of Uber’s terms of use or reviewed those terms. Good has no specific recollection of doing so.

b. Uber’s terms of use. The terms of use document, accessible from the interface via the hyperlink discussed supra, comprised a nonnegotiable contract of adhesion.⁶ As the name suggested, the document set forth Uber’s terms for using its services. It was comprehensive in scope, covering topics such as the nature of the relationship between Uber and the user, dispute resolu- tion, user conduct expectations, ownership of intellectual property, payment procedures, choice of law, disclaimers, limitation of liability, indemnification, and forum selection.

The first section of the document, entitled "Contractual Relationship," established that the terms of use "govern" a user’s access to and use of Uber’s services, that the terms "CONSTITUTE A LEGAL AGREEMENT BETWEEN [THE USER] AND UBER," and that the terms superseded any prior agreements between the user and Uber, with limited exceptions. Pertinent here, the fifth full paragraph of the first section called the reader’s attention, in all-capitalized, boldfaced letters, to an "IMPORTANT" warning that the terms included an "ARBITRATION AGREEMENT," requiring the user to resolve "ALL DISPUTES" with Uber, with limited exceptions,⁷ through "FINAL AND BINDING ARBITRATION."⁸ The paragraph concluded by requiring users to acknowledge that they have "TAKEN...