## Facts

- Christopher P. Kauders, who is blind and uses a guide dog, and his wife alleged that multiple rides requested through Uber were refused because of the guide dog, in violation of Massachusetts anti-discrimination law.
- The plaintiffs registered for Uber through a smartphone app that used a multi-screen sign-up flow ending with a “LINK PAYMENT” screen.
- After entering payment information, the user could complete registration by tapping “DONE.”
- On the “LINK PAYMENT” screen, text near the bottom stated that by creating an account the user agreed to Uber’s terms and conditions and privacy policy; a “Terms & Conditions and Privacy Policy” link led to the full terms.
- The terms included broad limitations of liability and a clause requiring binding arbitration of disputes relating to the user’s agreement with Uber.
- Uber moved to compel arbitration; the trial court initially granted the motion, the matter proceeded to arbitration, and the arbitrator ruled for Uber on all claims.
- After Uber moved to confirm the award, the trial court reconsidered its earlier ruling and concluded there was no enforceable contract requiring arbitration.
- Uber appealed, arguing the court had to confirm the award because the plaintiffs did not seek vacatur or modification within the statutory 30-day period.

## Issues

1. Whether the absence of a timely motion to vacate or modify an arbitration award required confirmation, or whether the parties preserved judicial review of whether any valid agreement to arbitrate existed.
2. Whether the app-based registration process provided reasonable notice of the terms and conditions and obtained a clear manifestation of assent, creating an enforceable arbitration agreement.

## Decision

- The court held the arbitrability issue was preserved and could be reviewed despite the 30-day period applicable to challenges to an arbitration award.
- The court held no enforceable contract was formed because the registration interface did not provide reasonable notice of the terms and conditions and did not obtain clear assent.
- Because no agreement to arbitrate existed, Uber could not enforce the arbitration clause, and the arbitration award was not required to be confirmed on that basis.
- The matter was remanded for further proceedings consistent with the ruling that the claims were not subject to arbitration.

## Legal Principles

- An online agreement is enforceable only if the user receives reasonable notice of the terms and conditions and manifests assent to them.
- Interface design is central to notice and assent; placement, prominence, and clarity of the notice, and the user action signaling agreement, determine enforceability.
- Where a user can complete registration without viewing terms and the interface does not clearly communicate that a button press signifies agreement, notice and assent may be insufficient.
- Statutory time limits for post-award motions do not bar a preserved challenge that no valid agreement to arbitrate existed in the first place.

## Conclusion

The court concluded that Uber’s consumer sign-up flow failed to give reasonable notice of contractual terms and failed to secure clear assent; therefore, no arbitration agreement bound the plaintiffs, and the arbitration award did not compel confirmation where arbitrability was preserved.


Kauders v. Uber Techs., Inc., 486 Mass. 557, 159 N.E.3d 1033 (2021)