## Facts

- Uber provided ride-sharing services through a smartphone app that required users to complete an in-app registration process.
- Plaintiffs, Uber riders in the Boston area, filed a putative class action alleging Uber violated Massachusetts consumer-protection law by charging fictitious or inflated fees.
- Uber sought to compel arbitration based on an arbitration clause and class-action waiver contained in its online Terms and Conditions.
- During registration, the final screen included a button to complete account creation (e.g., “Done”/“Register”) and a nearby reference to terms via a hyperlink.
- The terms reference appeared in small, non-bold font, and the hyperlink was not presented with common visual cues (e.g., blue, underlined), instead appearing as white text inside a gray box.
- Other screen elements (payment options, icons, fields, and buttons) were more visually prominent than the terms reference.
- Users could complete registration and use Uber without opening the hyperlink or viewing the Terms and Conditions.

## Issues

1. Whether, under Massachusetts contract law, Uber’s registration interface provided reasonably conspicuous notice of the Terms and Conditions so that users unambiguously assented to the arbitration clause and class-action waiver.
2. Whether Uber, as the party seeking to compel arbitration, carried its burden to prove formation of an enforceable agreement to arbitrate in a “sign-in wrap” design.

## Decision

- The First Circuit reversed the order compelling arbitration and remanded.
- The court held the arbitration clause was unenforceable because the plaintiffs were not reasonably notified of the terms and therefore did not unambiguously assent.
- The court concluded Uber failed to meet its burden to establish an agreement to arbitrate.

## Legal Principles

- Under Massachusetts law, enforcing online contract terms requires proof that the user had reasonable notice of the terms and manifested assent.
- For “sign-in wrap” arrangements, notice must clearly communicate that proceeding with registration constitutes agreement to specific contractual terms available via hyperlink.
- Reasonable notice is assessed from the viewpoint of a reasonably prudent user, considering the overall interface design (placement, font, color, and prominence of the terms reference and link).
- Atypical or visually obscure hyperlink styling and de-emphasized terms language can defeat inquiry notice and prevent contract formation.
- The Federal Arbitration Act’s policy favoring arbitration does not displace state-law rules governing whether an agreement to arbitrate was formed.

## Conclusion

Because Uber’s registration screen did not provide reasonably conspicuous notice that completing registration would bind users to the Terms and Conditions, the plaintiffs did not unambiguously assent to arbitration, and the motion to compel arbitration was improperly granted.


Cullinane v. Uber Techs., Inc., 893 F.3d 53 (1st Cir. 2018)