Bogguess v. Uber Technologies

Filed 11/4/26 CERTIFIED FOR PUBLICATION IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA FIRST APPELLATE DISTRICT DIVISION FIVE DOVE A. BOGGUESS et al., Plaintiffs and Respondents, A174376 v. (San Francisco City & County UBER TECHNOLOGIES, INC., Super. Ct. No. CGC-24-620811) Defendant and Appellant. Plaintiffs and respondents Dove A. Bogguess and Douglas John Marrone (plaintiffs) use defendant and appellant Uber Technologies, Inc.’s (Uber) smartphone rideshare application. Plaintiffs brought this putative class action under California’s unfair competition law (UCL) (Bus. & Prof. Code, § 17200 et seq.) and false advertising law (FAL) (Bus. & Prof. Code, § 17500 et seq.) alleging Uber employed a deceptive pricing scheme. They contend that, pursuant to this scheme, Uber “advertises that the price it shows consumers on its ride-sharing application is ‘the price [the consumer will] pay at the end of the ride,’ ” but, in fact, the price displayed is only “ ‘an estimate’ ” and Uber “frequently” charges more than the displayed price. Plaintiffs seek to enjoin Uber from, among other things, “advertising prices that are lower than the prices consumers will actually pay” and to obtain restitution and/or disgorgement of the amounts plaintiffs and class members allegedly paid in excess of the displayed price. 1  Uber moved to compel arbitration of plaintiffs’ claims pursuant to its terms of use (Agreement), which requires users to arbitrate disputes with Uber on an individual basis. The Agreement includes a class action waiver that bars plaintiffs from seeking public injunctive relief in any forum, in violation of McGill v. Citibank, N.A. (2017) 2 Cal.5th 945 (McGill). The Agreement also provides that, if the waiver is unenforceable, “any class, collective, coordinated, consolidated, and/or representative claims subject to the unenforceable or unlawful” waiver “shall proceed in a court of competent jurisdiction.” The trial court denied Uber’s motion to compel arbitration, concluding that plaintiffs seek public injunctive relief and that the language of the Agreement did not require arbitration of plaintiffs’ requests for individual relief. On appeal, Uber contends that the trial court erred in concluding plaintiffs seek public injunctive relief and that, even if plaintiffs seek such relief, the court erred in failing to grant the motion to arbitrate plaintiffs’ requests for individual relief. We affirm. The trial court properly concluded plaintiffs’ requested relief, which would benefit “all potential customers” of Uber’s rideshare platform (Khan v. Coinbase, Inc. (2025) 115 Cal.App.5th 518, 532 (Khan)), was a request for a public injunction. The court also properly concluded the Agreement does not require severance. The Agreement is ambiguous on that issue, and we construe it against Uber, the drafter, under Civil Code section 1654, particularly because the Agreement is a contract of adhesion.1 (See 1 Civil Code section 1654 provides, “In cases of uncertainty not removed by the preceding rules, the language of a contract should be interpreted most strongly against the party who caused the uncertainty to exist.” All further statutory references are to the Civil Code unless otherwise indicated. 2 Sandquist v. Lebo Automotive, Inc. (2016) 1 Cal.5th 233, 247–248 (Sandquist) [section 1654 is a “general principle of contract interpretation [that] applies equally to the construction of arbitration provisions”].) This rule of contract law, known as the contra proferentem rule, is an “interpretive canon” that “ ‘ “embod[ies] . . . [a] legal doctrine[] centuries older than our Republic.” ’ ” (Loper Bright Enterprises v. Raimondo (2024) 603 U.S. 369, 435, fn. 5.) Nevertheless, Uber argues application of the rule is preempted by the Federal Arbitration Act (FAA) (9 U.S.C. § 1 et seq.) under the principle that “ambiguities about the scope of an arbitration agreement must be resolved in favor of arbitration.” (Lamps Plus, Inc. v. Varela (2019) 587 U.S. 176, 189 (Lamps Plus).) We disagree. Lamps Plus clarifies that preemption here would be inconsistent with the FAA. In holding that the contra proferentem rule could not be applied to impose class arbitration, the court reaffirmed that “ ‘[t]he first principle that underscores all of our arbitration decisions’ is that ‘[a]rbitration is strictly a matter of consent’ ” and concluded that “ambiguity does not provide a sufficient basis to conclude that parties” consented to class arbitration. (Id. at pp. 184–185.) In this matter, application of the contra proferentem rule ensures arbitration is unavailable absent consent, and, for this reason, application of the contra proferentem rule is not preempted by the FAA. We affirm the trial court’s order. BACKGROUND Uber is a company that operates a smartphone-based platform that connects riders in need of transportation with drivers who provide it. To access Uber’s smartphone application, riders must first create an Uber account and enter into the Agreement. The parties concur that the relevant Agreement is that modified in January 2023. 3 The Arbitration Agreement The first page of the Agreement states in capitalized font that it includes an “arbitration agreement” requiring riders “to resolve all disputes with Uber on an individual basis” and that, “with limited exceptions, . . . [they] are waiving [their] right to seek relief in a court of law and to have a jury trial on [their] claims.” (Capitalization omitted.) The Agreement requires parties to arbitrate, among other things, “any dispute, claim, or controversy in any way arising out of or relating to . . . access to or use of [Uber’s application] at any time.” The Agreement contains a “Class Action Waiver,” whereby “[t]he parties . . . expressly waive the right to seek, recover, or obtain any non-individual relief” or “to have any dispute, claim, or controversy brought, heard, administered, resolved, or arbitrated as a class, collective, coordinated, consolidated, and/or representative action.” To the extent a court finds the class action waiver unenforceable, the Agreement specifies that (1) “any class, collective, coordinated, consolidated, and/or representative claims subject to the unenforceable or unlawful portion(s) shall proceed in a court of competent jurisdiction”; (2) “the portion of the Class Action Waiver that is enforceable shall be enforced in arbitration”; (3) “the unenforceable or unlawful portion(s) shall be severed from” the Agreement; and (4) severance “shall have no impact whatsoever on the enforceability, applicability, or validity of the Arbitration Agreement or the arbitrability of any remaining claims asserted by you or Uber.” The Agreement also includes a general severability clause, which similarly provides, “If any portion of this Arbitration Agreement is found to be unenforceable or unlawful for any reason, (i) the unenforceable or unlawful provision shall be severed from these Terms; (ii) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the 4 remainder of the Arbitration Agreement or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to the Arbitration Agreement; and (iii) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration.” The Agreement states that it is governed by the FAA because it relates to “a transaction involving interstate commerce.” The Present Action and the Alleged Deceptive Pricing Scheme In December 2024, plaintiffs filed the present action under California’s UCL and FAL. The Complaint alleges Uber introduced “upfront” pricing on its application in 2016. Uber claimed that feature allowed consumers to see the “ ‘actual fare before they request [a] ride.’ ” Uber stated that its upfront pricing “ ‘removes all of the guesswork and the risk’ ” for a consumer and that “ ‘Uber takes a loss . . . when the actual driver [fare] is higher than the estimated rider price.’ ” Around January 2020, Uber announced it would start showing consumers in California “ ‘an estimated price range, rather than a firm fixed price when they request a trip.’ ” Under that model, the price paid depended on the ride’s actual time and distance. In April 2021, Uber announced it was abandoning estimated pricing due to poor customer demand. Uber explained that removal of upfront pricing “ ‘caused a substantial decrease in trip requests’ ” because “ ‘most riders are simply not taking trips . . . without an upfront price.’ ” The Complaint alleges that, although Uber told the public it was returning to the upfront pricing model, and it advertises that the price it 5 displays is “ ‘the price [the consumer will] pay at the end of the ride,’ ” the upfront price Uber shows consumers is in fact only an “estimate.” The Complaint alleges, “After any given ride, if Uber determines that it underestimated the time or length of the ride, Uber can—and frequently does—charge the consumer more than the price it advertised.” Plaintiffs sought certification of a class of “[a]ll individuals and entities in California who at any time in the past four years have paid Uber a price for a ride that was higher than the price advertised by Uber for that ride.” Plaintiffs requested preliminary and permanent injunctive relief to prevent Uber “from continuing the unlawful, deceptive, fraudulent, and unfair business practices alleged in this Complaint, by advertising prices that are lower than the prices consumers will actually pay.” And plaintiffs requested “restitution and/or disgorgement of the amounts that Plaintiffs and the Class members have paid to Uber for rides that were in excess of the Upfront Price advertised.” Uber’s Motion to Compel Arbitration Uber moved to compel plaintiffs to arbitrate their individual requests for relief, to dismiss plaintiffs’ representative requests for relief, and to stay proceedings pending arbitration. Plaintiffs opposed and argued that, under McGill, supra, 2 Cal.5th 945, the class action waiver was invalid as to their request for public injunctive relief, and that, under the language of the Agreement, the entirety of the action should remain in court. Uber argued McGill did not apply because plaintiffs sought a private injunction and, in any event, any request for public injunctive relief should be stayed pending arbitration of the remainder of plaintiffs’ action. In July 2025, the trial court denied Uber’s motion, holding that McGill 6 precluded enforcement of the class action waiver as to plaintiffs’ request for public injunctive relief. Among other things, the court observed that plaintiffs “allege deceptive representations to the public at large as well as to potential and existing customers” because “[t]he challenged representations appear on first view of Uber’s website” and “on screens in Uber’s rideshare app that a potential customer may view even if the customer does not request and purchase a ride.” Comparing the present case to Kramer v. Coinbase, Inc. (2024) 105 Cal.App.5th 741 (Kramer), the trial court rejected “Uber’s attempt to cast this action as an action for private injunctive relief based on the mere existence of class allegations, the fact that the public injunctive relief may not benefit the entire public as a diffuse whole, or the notion that, irrespective of the fact that the public at large is alleged to have been harmed, certain individuals suffered more harm because they, ultimately, paid higher prices in addition to being exposed to the deceptive statements and advertising.” The court also held that plaintiffs’ “additional request for disgorgement of amounts collected by Uber above and beyond the advertised prices” did not “overwhelm[] or transform[] the gravamen of this action and the public character of the . . . primary injunctive relief requested by the plaintiffs.” The trial court then concluded that plaintiffs’ request for injunctive relief could not be severed from the remainder of the action because the arbitration agreement allowed only “claims” to be severed. The court relied on two previous California consumer law cases construing “claim” in an arbitration severance clause to mean “cause of action.” (See Blair v. Rent-A- Center, Inc. (9th Cir. 2019) 928 F.3d 819 (Blair); Jack v. Ring LLC (2023) 91 Cal.App.5th 1186 (Jack).) The trial court explained: “Plaintiffs assert two claims or causes of action under the UCL and FAL both of which are subject 7 to the unlawful waiver of public injunctive relief under McGill. Based on the savings and severability language in the class action waiver, these claims are to be litigated in court. There are no other ‘claims’ to be severed for arbitration, and neither precedent nor the 2023 Agreement support the proposition that the court should sever remedies or divide up components of the claims.” The present appeal followed. In October 2025, this court granted Uber’s petition for writ of supersedeas, staying trial court proceedings pending resolution of this appeal.2 DISCUSSION This appeal arises from the trial court’s order denying Uber’s motion to compel arbitration. “When, as here, a trial court’s order denying a [motion] to compel arbitration is based on a question of law,” the order is reviewed “de novo.” (Kramer, supra, 105 Cal.App.5th at p. 746.) I. Plaintiffs Seek a Public Injunction In McGill, supra, 2 Cal.5th 945, the California Supreme Court “explained that the injunctive relief available under California’s consumer protection statutes can be either public or private, and it used its prior decisions to clarify the distinction between these two types of relief: ‘public injunctive relief . . . is relief that has “the primary purpose and effect of” prohibiting unlawful acts that threaten future injury to the general public’; by contrast, relief ‘that has the primary purpose or effect of redressing or preventing injury to an individual plaintiff—or to a group of individuals similarly situated to the plaintiff—does not constitute public injunctive 2 In April 2026, this court granted an application by the Chamber of Commerce of the United States of America (Chamber of Commerce) to file an amicus curiae brief in support of Uber. Plaintiffs filed a response. 8 relief.’ [Citation.] The McGill court also clarified that the determination whether a plaintiff is seeking public or private injunctive relief can be made based solely on the complaint’s allegations and prayer for relief.” (Khan, supra, 115 Cal.App.5th at pp. 525–526, quoting McGill, at pp. 955–958.) The Supreme Court cited as an example of a public injunction “an injunction under the [Consumers Legal Remedies Act (CLRA)] against a defendant’s deceptive methods, acts, and practices [which] ‘generally benefit[s]’ the public ‘directly by the elimination of deceptive practices’ and ‘will . . . not benefit’ the plaintiff ‘directly,’ because the plaintiff has ‘already been injured, allegedly, by such practices and [is] aware of them.’ [Citation.] ‘[E]ven if a CLRA plaintiff stands to benefit from an injunction against a deceptive business practice, it appears likely that the benefit would be incidental to the general public benefit of enjoining such a practice.’ ” (McGill, at p. 955.) As relevant here, McGill proceeded to conclude that a “provision in the parties’ arbitration agreement that purported to waive the statutory right to seek public injunctive relief in any forum was invalid and unenforceable under California law. [Citation.] Specifically, the court applied . . . section 3513, which provides: ‘Any one may waive the advantage of a law intended solely for their benefit. But a law established for a public reason cannot be contravened by a private agreement.’ Pursuant to section 3513 and attendant case law, waiver of a statutory right is permissible only if the ‘ “statute’s ‘public benefit . . . is merely incidental to [its] primary purpose,’ ” ’ and ‘ “ ‘any public purpose’ ” ’ would not be seriously compromised by the waiver. [Citation.] A waiver of the statutory right to seek public injunctive relief available under the UCL, CLRA, and FAL does not meet these requirements because the ‘ “evident purpose” ’ of public injunctive relief is ‘ “to remedy a public wrong,” “not to resolve a private dispute” [citation], and 9 any benefit to the plaintiff requesting such relief “likely . . . would be incidental to the general public benefit of enjoining such a practice.” ’ ” (Khan, supra, 115 Cal.App.5th at pp. 526–527, quoting McGill, supra, 2 Cal.5th at p. 961.) In the present case, Uber does not dispute that McGill would bar enforcement of the Agreement as to public injunctive relief. Instead, Uber argues, “Plaintiffs’ proposed injunction falls squarely in the private-relief camp. It would affect only a small subset of existing Uber users: those who have already downloaded the app, created an Uber account, requested a ride, and received an upfront price that was lower than the price actually paid.” At the outset, like the trial court, we reject Uber’s assertion that plaintiffs do not seek to enjoin the company’s false public advertisements. The Complaint alleges, “On its website and elsewhere Uber publicly advertises to consumers that the Upfront Price they see on Uber’s application is ‘the price they’ll pay at the end of the ride.’ ” The Complaint also alleges, “Uber’s claim that it shows consumers ‘the price they’ll pay at the end of the ride’ is false and misleading, in violation of California’s [UCL] and [FAL].” The Complaint states it seeks “a public injunction requiring Uber to comply with California’s consumer protection laws” and requests “[a]n order permanently enjoining Uber from continuing the unlawful, deceptive, fraudulent, and unfair business practices alleged in this Complaint by advertising prices that are lower than the prices consumers will actually pay.” We agree with the trial court that it is unreasonable to conclude the requested injunction does not encompass the allegedly false public advertising. Based on the allegations regarding Uber’s false public advertisements, the trial court concluded the injunction sought was public under the reasoning of Kramer, supra, 105 Cal.App.5th 741. In Kramer, the plaintiffs 10 alleged a cryptocurrency company misrepresented the security features of its platform in public advertisements. (Id. at pp. 744, 749.) Kramer observed that the “complaint asserts [the defendant] is continuing to misrepresent its security measures precisely to deceive the general public into creating accounts, investing money, and utilizing its services. The complaint seeks injunctive relief to bar [the defendant] from continuing to make such statements to the public.” (Id. at p. 751, fn. omitted.) Similarly, the trial court concluded that plaintiffs seek to enjoin Uber from false public advertising regarding their pricing. In any event, it is immaterial whether the Complaint seeks an injunction against public-facing advertisements. In Khan, supra, 115 Cal.App.5th at page 530, the court rejected the proposition “that conduct directed at a defendant’s customers can never support a request for public injunctive relief.” There, the plaintiff, who had created a user account to access the defendant’s online digital currency services, filed suit under the UCL and FAL. (Id. at p. 522.) The plaintiff alleged the defendant charged “customers a ‘hidden’ fee to conduct transactions” that is not “displayed on any of the screens that the customer reviews when placing an order.” (Ibid.) The plaintiff alleged the defendant “deceptively leads reasonable consumers to believe that the price quoted for a cryptocurrency transaction . . . includes all fees the consumer will pay to complete the transaction” and sought “an injunction prohibiting [the defendant] from continuing to engage in these unlawful practices.” (Id. at p. 523.) As in the present case, Khan involved a request for an injunction to prohibit an allegedly deceptive pricing scheme in offers to registered users of an online platform. In Khan, the defendant argued, “the injunction [the plaintiff] seeks cannot possibly benefit the public because only existing Coinbase customers 11 can access the platform on which the allegedly unlawful conduct occurs.” (Khan, supra, 115 Cal.App.5th at p. 529.) In rejecting that argument, Khan reasoned, “the unlawful business practice that [the plaintiff] describes and seeks to enjoin affects the general public because any member of the public may access and elect to use Coinbase’s online platform. True, a potential Coinbase customer must first create a user account before attempting to make a trade, but this is simply the online equivalent of driving to, parking at, and walking into a brick-and-mortar store. Creating a user account is the threshold a potential customer must cross before transacting business with Coinbase, and . . . Coinbase did not ‘demonstrate that it restricts access to its services in a meaningful way,’ or that ‘any member of the public cannot simply create credentials and access Coinbase’s services.’ ” (Ibid.) Khan specifically rejected a contention that the lack of public advertising meant the injunction sought private relief, stating, “Kramer does not hold or intimate that Coinbase can avoid lawsuits for public injunctive relief so long as its misleading statements do not appear in public advertisements.” (Khan, supra, 115 Cal.App.5th at p. 531.) Khan explained, “the statutory violations that [the plaintiff] alleges do not arise from a promise that Coinbase made to a specific group of existing customers, but from the manner in which Coinbase describes its prices and fees to all potential customers on the Simple Trade platform. The public stands to benefit from the requested relief, if it prevents Coinbase from continuing to engage in the alleged deception.” (Id. at p. 532; see also Maldonado v. Fast Auto Loans, Inc. (2021) 60 Cal.App.5th 710, 722 [“although ‘not all members of the public will become customers of [the defendant]’ this ‘does not negate the fact that public injunctive relief will nevertheless offer benefits to the general public’ ”]; Mejia v. DACM Inc. (2020) 54 Cal.App.5th 691, 703 [“ ‘[the 12 plaintiff]’s prayer does not limit itself to relief only for class members or some other small group of individuals; it encompasses “consumers” generally’ ”]; see also Ramsey v. Comcast Cable Communications, LLC (2023) 99 Cal.App.5th 197, 211–212 (Ramsey) [following Maldonado and Mejia].) The same reasoning applies here. We reject amicus curiae Chamber of Commerce’s argument (and equivalent arguments by Uber) that this case is materially distinct from Khan because “no price exists until the user enters a specific pickup location and destination and receives an individualized quote based on real-time conditions.” In Khan, supra, 115 Cal.App.5th at page 522, the allegedly deceptive percentage-based fee was “not displayed on any of the screens that the customer reviews when placing an order” and only shown on an “ ‘Order Preview’ ” screen after a customer entered a request to purchase digital currency. Consequently, the deceptive pricing in Khan was also tied to individual orders. In any event, the crucial point is that the requested injunction would protect potential customers from Uber’s allegedly deceptive pricing practices. Uber cannot evade consumer protection laws just because its allegedly deceptive scheme is complicated. Uber also attempts to distinguish Khan on the basis that the plaintiff there did not also seek monetary relief. However, “[t]hat [p]laintiffs seek a monetary recovery in addition to injunctive relief does not preclude a determination that they seek a public injunction.” (Vaughn v. Tesla, Inc. (2023) 87 Cal.App.5th 208, 229, fn. 14 (Vaughn); see also McGill, supra, 2 Cal.5th at p. 957, fn. 1 [noting that plaintiff sought monetary relief in addition to public injunctive relief].) As Khan explained, “When the primary purpose of an injunction is to prohibit an ongoing violation of consumer protection laws, the relief sought is usually public relief because the benefit to the plaintiff or a group of similarly situated individuals is not materially 13 different from the benefit that inures to the broader public.” (Khan, supra, 115 Cal.App.5th at p. 530.) Under that analysis, plaintiffs’ request for an injunction clearly seeks public relief, even though they also seek restitution and/or disgorgement. We reject Uber’s reliance on Hodges v. Comcast Cable Communications, LLC (9th Cir. 2021) 21 F.4th 535 (Hodges). Hodges was a putative class action brought by a former Comcast subscriber who alleged the defendant violated federal and state law in the way it collected and used subscriber personal data. (Id. at pp. 537–538.) As explained in Khan, Hodges “concluded that the complaint in that case sought private relief because the plaintiff’s requests stood to benefit only the defendant’s cable subscribers.” (Khan, supra, 115 Cal.App.5th at p. 534.) Khan distinguished the case because the relief sought in Khan “would not benefit only a discrete class of persons, such as the class of individuals who transacted business on the [defendant’s] platform in the years leading up to the filing of the complaint.” (Id. at p. 534.) The same reasoning applies here. In any event, to the extent Hodges is in conflict with Khan, we follow Khan. (See Ramsey, supra, 99 Cal.App.5th at p. 207 [declining to follow Hodges and concluding that “an injunction that benefits both existing and potential Comcast subscribers qualifies as a public injunction”]; Vaughn, supra, 87 Cal.App.5th at p. 231, fn. 16 [declining to follow Hodges and opining that “the analysis of the dissent [in Hodges] is more consistent with McGill”].)3 3 Amicus curiae the Chamber of Commerce cites various federal district court cases and an unreported Ninth Circuit decision that it argues support Uber’s position that plaintiffs do not seek a public injunction under McGill. Those decisions follow Hodges and, because they precede Khan, they fail to address Khan’s reasoning, with which we agree. 14  We also reject Uber’s contention that plaintiffs’ requested injunction is not public because, Uber asserts, it “would require numerous individualized inquiries” and “[t]he only way to determine compliance . . . is to evaluate each individual ride and the unique circumstances associated with that ride.” In support, Uber relies on an assertion in Hodges that public injunctive relief is “prospective injunctive relief that aims to restrain future violations of law for the benefit of the general public as a whole . . . and that does so without requiring consideration of the individual claims of non-parties.” (Hodges, supra, 21 F.4th at p. 548.) We are hesitant to read that language to create an additional basis for a finding that an injunction does not seek public relief. Under McGill, the sole inquiry is whether the injunction “has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the general public.” (McGill, supra, 2 Cal.5th at p. 951.) As plaintiffs point out, “McGill did not condition the public nature of an injunction on ease of enforcement.” In any event, we need not resolve that issue because the present case does not implicate the concerns identified in Hodges, supra, 21 F.4th 535. Hodges affirmed the public nature of an injunction request in Blair, supra, 928 F.3d 819, that “sought to stop [the defendant] from using an unlawful pricing structure [citation], thereby enjoining ‘future violations’ of California law in a manner that diffusely benefitted the general public as a whole.” (Hodges, at p. 544.) Hodges characterized as private other injunctions sought in Blair, noting that the Blair court “did not rely on the other forms of injunctive relief that the plaintiff requested . . . , namely, an order requiring [the defendant] to perform a retroactive ‘accounting of monies obtained from California consumers’ and to provide ‘individualized notice to those consumers of their statutory rights.’ [Citation.] . . . [T]hese other forms of 15 requested relief in Blair were retrospective, aimed at a specific class of persons (i.e., those who already had Rent-A-Center contracts), or would require individualized consideration of the private rights and obligations of particular non-parties.” (Id. at p. 544, fn. 4.) In the present case, Uber has not shown that plaintiffs’ forward-looking injunction request is materially different from the request in Blair that Hodges described as requesting public relief.4 (See also Khan, supra, 115 Cal.App.5th at p. 534 [declining to follow Hodges and stating that the plaintiff’s claim does not “require the court to consider the private rights and obligations of individual nonparties, as by requiring a judicial assessment of the fairness of their individual transactions”].)5 The reasoning in Khan is fully applicable in the present case. (See also Kramer, supra, 105 Cal.App.5th at pp. 747–750 [summarizing other 4 In Blair, the plaintiffs alleged violation of a California law prohibiting “ ‘unfair or unconscionable conduct toward consumers’ who enter into rent-to- own agreements.” (Blair, supra, 928 F.3d at p. 822.) The law “sets statutory maximums for both the ‘total of payments’ amount for installment payments and the ‘cash price’ for rent-to-own items. [Citation.] These maximums are set in proportion to the ‘documented actual cost’ of the items to the lessor/seller.” (Id. at p. 823.) Uber has not shown the forward-looking injunctive request in the present case would require more individualized inquiries than the equivalent request in Blair. 5 We also reject Uber’s reliance on the decisions in Clifford v. Quest Software Inc. (2019) 38 Cal.App.5th 745 and Torrecillas v. Fitness International, LLC (2020) 52 Cal.App.5th 485. As explained in Kramer, “both Clifford and Torrecillas involved alleged wage and hour violations” and “involved complaints that focused on harm to the plaintiff and did not seek broader injunctive relief.” (Kramer, supra, 105 Cal.App.5th at p. 750.) We similarly reject Uber’s reliance on Kilgore v. KeyBank, N.A. (9th Cir. 2013) 718 F.3d 1052, where the court noted that “[t]he injunctive relief sought . . . , for all practical purposes, relates only to past harms suffered by the members of the limited putative class.” (Id. at p. 1061.) 16 California cases analyzing “whether a complaint asserts public or private injunctive relief under the framework set forth in McGill”].) It is clear a request for an injunction to stop allegedly deceptive pricing practices on the widely used Uber platform is a request for a public injunction. Accordingly, the trial court properly concluded that the Agreement’s waiver of the right to seek nonindividual relief is unenforceable as to plaintiffs’ request for injunctive relief.6 II. The Request for a Public Injunction Is Not Severable In the alternative, Uber argues that plaintiffs’ request for a public injunction is severable from their requests for restitution and/or disgorgement. Uber asks this court to direct the trial court to stay the portion of its action seeking public injunctive relief pending arbitration of plaintiffs’ requests for individual relief. Resolution of that issue requires us to construe the relevant portions of the Agreement. As explained below, we conclude that the Agreement is ambiguous and that we are required to apply California’s rule that ambiguities in an agreement are construed against the drafter (§ 1654)—which for convenience we refer to by its Latin name, the contra proferentem rule. (Lamps Plus, supra, 587 U.S. at p. 186; see also Mitchell v. Exhibition Foods, Inc. (1986) 184 Cal.App.3d 1033, 1042.)7 We 6 Uber also asserts that the trial court “fashioned a new per se rule” because the court commented that the UCL and FAL, “ ‘by their very nature, exist to protect the public.’ ” It is clear the court did not employ a per se rule that all injunction requests under the UCL and FAL are public within the meaning of McGill. Instead, the trial court followed the ruling in Kramer, supra, 105 Cal.App.5th 741. As explained herein, the court’s ruling is more clearly supported in Khan. Thus, we need not address Uber’s contention that a per se rule would be preempted by the FAA. 7 We requested and received supplemental briefing from the parties regarding the applicability of the contra proferentem rule in this case. 17 reject Uber’s argument that the FAA preempts application of that rule. The contra proferentem rule is a neutral, generally applicable state rule of contract interpretation. Lamps Plus held the rule was preempted in that case only because it would have imposed class arbitration without consent, “ ‘interfer[ing] with fundamental attributes of arbitration and thus creat[ing] a scheme inconsistent with the FAA.’ ” (Lamps Plus, at p. 188.) Given that application of the rule in the present case presents no such concerns and effectuates the first principle of consent, the contra proferentem rule is not preempted and the entirety of plaintiffs’ action must be litigated in court. A. The FAA and Interpretation of Arbitration Agreements Section 2 of the FAA provides in relevant part: “A written provision in . . . a contract evidencing a transaction involving commerce to settle by arbitration a controversy thereafter arising out of such contract or transaction . . . shall be valid, irrevocable, and enforceable, save upon such grounds as exist at law or in equity for the revocation of any contract.” (9 U.S.C. § 2.) “That provision creates substantive federal law regarding the enforceability of arbitration agreements, requiring courts ‘to place such agreements upon the same footing as other contracts.’ ” (Arthur Andersen LLP v. Carlisle (2009) 556 U.S. 624, 630 (Arthur Andersen); accord, Coinbase, Inc. v. Suski (2024) 602 U.S. 143, 148 (Suski); see also Morgan v. Sundance, Inc. (2022) 596 U.S. 411, 418 (Morgan) [“The federal policy is about treating arbitration contracts like all others, not about fostering arbitration”]; Western Bagel Co., Inc. v. Superior Court (2021) 66 Cal.App.5th 649, 662 (Western Bagel) [the FAA “ ‘ “ ‘declare[s] a national policy favoring arbitration’ of claims that parties contract to settle in that manner” ’ ”].) “ ‘A petition to compel arbitration is simply a suit in equity seeking specific performance of a contract.’ ” (Mendoza v. Trans Valley Transport 18 (2022) 75 Cal.App.5th 748, 764.) Although “state law is preempted to the extent it ‘stands as an obstacle to the accomplishment and execution of the full purposes and objectives’ of the FAA” (Lamps Plus, supra, 587 U.S. at p. 183), the FAA does not “alter background principles of state contract law regarding the scope of agreements” (Arthur Andersen, supra, 556 U.S. at p. 630). Thus, “ ‘[g]eneral principles of California contract law guide the court’ ” in determining “ ‘whether the parties actually agreed to arbitrate the dispute.’ ” (Ford Motor Warranty Cases (2025) 17 Cal.5th 1122, 1128, italics added; see also Fleming v. Oliphant Financial, LLC (2023) 88 Cal.App.5th 13, 21 [“ ‘An arbitration agreement is subject to the same rules of construction as any other contract’ ”]; accord, Mendoza, at p. 764; Western Bagel, supra, 66 Cal.App.5th at p. 662.) “ ‘ “ ‘Under statutory rules of contract interpretation, the mutual intention of the parties at the time the contract is formed governs interpretation. [Citation.] Such intent is to be inferred, if possible, solely from the written provisions of the contract.’ ” ’ ” (TRB Investments, Inc. v. Fireman’s Fund Ins. Co. (2006) 40 Cal.4th 19, 27.) Generally, “ ‘[t]he whole of a contract is to be taken together, so as to give effect to every part, if reasonably practicable, each clause helping to interpret the other.’ ” (Boghos v. Certain Underwriters at Lloyd’s of London (2005) 36 Cal.4th 495, 503.) A “ ‘ “provision will be considered ambiguous when it is capable of two or more constructions, both of which are reasonable.” ’ ” (TRB Investments, at p. 27.) “[A]mbiguities in written agreements are to be construed against their drafters.” (Sandquist, supra, 1 Cal.5th at p. 247; see also § 1654.)8 8 To the extent Uber argues that only the question of “ ‘the existence’ ” of an arbitration agreement is governed by state contract law, and not the “scope” of the agreement, any such argument is plainly contrary to the authorities cited above. (See, e.g., Arthur Andersen, supra, 556 U.S. at p. 630 19  B. The Agreement Is Ambiguous It is undisputed that the Agreement requires arbitration of disputes and that it contains a class action waiver that violates McGill, supra, 2 Cal.5th 945 to the extent it bars plaintiffs from seeking public injunctive relief in any forum. The parties agree the Agreement contains specific and general severability provisions, as described previously, but they disagree whether those provisions require that plaintiffs’ requests for individual relief be sent to arbitration. We conclude the Agreement is ambiguous on that issue. Plaintiffs argue, and the trial court concluded, that the language “any class, collective, coordinated, consolidated, and/or representative claims subject to the unenforceable or unlawful portion(s) [of the class action waiver] shall proceed in a court of competent jurisdiction” means that the entirety of each of their two causes of action (under the UCL and the FAL) must be litigated in court. They primarily rely on the decisions in Blair, supra, 928 F.3d 819 and Jack, supra, 91 Cal.App.5th 1186, which were also California [the FAA does not “purport[] to alter background principles of state contract law regarding the scope of agreements”]; see also Sandquist, supra, 1 Cal.5th at p. 248 [section 1654 “applies equally to the construction of arbitration provisions”].) Uber’s argument is a misapplication of cases stating that no presumption in favor of arbitration applies where the existence of an arbitration agreement is at issue. (See Johnson v. Walmart Inc. (9th Cir. 2023) 57 F.4th 677, 680–681; Goldman, Sachs & Co. v. City of Reno (9th Cir. 2014) 747 F.3d 733, 742.) That limitation on application of the presumption in favor of arbitrati