The opinion
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5 UNITED STATES DISTRICT COURT
WESTERN DISTRICT OF WASHINGTON
6 AT SEATTLE
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8 Case No. C26-1326RSM
9 NORTHWEST NASAL SINUS CENTER, ORDER DENYING MOTION TO
10 PS; ALDERWOOD SURGICAL CENTER, REMAND AND GRANTING MOTION
LLC; and REALDRSEATTLE, INC., TO COMPEL ARBITRATION
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Plaintiffs,
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13 v.
14 GOOGLE LLC and ALPHABET INC.,
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Defendants.
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17 This matter comes before the Court on Plaintiffs Northwest Nasal Sinus Center, PS,
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Alderwood Surgical Center, LLC, and RealDrSeattle, Inc. (“Plaintiffs”)’s Motion to Remand,
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Dkt. #12, and Defendants Google LLC and Alphabet Inc. (“Google”)’s Motion to Compel
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Arbitration, Dkt. #9. No party requests oral argument for either motion.
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22 In the remand motion, Plaintiffs argue “Defendants’ Notice of Removal fails to establish
23 complete diversity of citizenship because it contains no affirmative allegation of any fact about
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the citizenship of any member of Plaintiff Alderwood Surgical Center, LLC.” Dkt. #12 at 2.
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When a case is filed in state court, removal is typically proper if the complaint raises a
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27 federal question or where there is diversity of citizenship between the parties and the amount in
28 controversy exceeds $75,000. 28 U.S.C. §§ 1331, 1332(a). Typically, it is presumed “that a
cause lies outside [the] limited jurisdiction [of the federal courts] and the burden of establishing
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2 the contrary rests upon the party asserting jurisdiction.” Hunter v. Philip Morris USA, 582 F.3d
3 1039, 1042 (9th Cir. 2009). Courts “strictly construe the removal statute against removal
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jurisdiction.” Gaus v. Miles, Inc., 980 F.2d 564, 566 (9th Cir. 1992). “The ‘strong presumption’
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against removal jurisdiction means that the defendant always has the burden of establishing that
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removal is proper.” Id. (quoting St. Paul Mercury Indem. Co. v. Red Cab Co., 303 U.S. 283,
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8 288-290, 58 S. Ct. 586, 82 L. Ed. 845 (1938)).
9 The Complaint pleads that two of the three Plaintiffs are Washington citizens, Dkt. #1-2
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(“Compl.”), ¶¶ 6 and 8, which establishes that they are diverse from Google and Alphabet,
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citizens of California and Delaware. See Dkt. #1. The Complaint does not clearly state the
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13 citizenship of the third Plaintiff, Alderwood Surgical Center LLC, alleging only that it is a limited
14 liability company with its principal place of business in Washington. See Compl. at ¶ 7.
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Google removed based on diversity jurisdiction, stating that “Plaintiff Alderwood
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Surgical Center, LLC is a Washington limited liability company, and Google has no reason to
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believe any of its owners or members are citizens of California or Delaware.” Dkt. #1 at 2.
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19 It is clear from the record that complete diversity actually exists in this case. See Compl.;
20 Dkt. #14 at 2. Plaintiffs do not really contest this point. The Court agrees with Google’s
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arguments as to the adequacy of its Notice of Removal. See Dkt. #17 at 4–8 (citing Carolina
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Cas. Ins. Co. v. Team Equip., Inc., 741 F.3d 1082, 1087 (9th Cir. 2014)). Plaintiff’s Motion to
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Remand will therefore be denied.
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25 Turning to the issue of arbitration, the Complaint cites to the “Google Ads Terms and
26 Conditions,” a “valid and enforceable contract” between the parties. Compl. at ¶ 46. This
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contract contains an arbitration clause. Dkt. #9-1 at 5.
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Plaintiffs acknowledge all of that but argue that (1) arbitration clause is unconscionable
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2 under California law, (2) Plaintiffs’ antitrust and monopolization claims fall outside the scope of
3 the arbitration clause, (3) Defendants waived their right to compel arbitration through prior
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litigation conduct; (4) Alphabet Inc. is not a signatory to the arbitration agreement and cannot
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compel arbitration; and (5) Washington public policy disfavors arbitration of claims arising under
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the Washington Consumer Protection Act, Wash. Rev. Code § 19.86. Dkt. #13 at 2.
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8 “The [Federal Arbitration Act (“FAA”)] provides that any arbitration agreement within
9 its scope ‘shall be valid, irrevocable, and enforceable,’ and permits a party ‘aggrieved by the
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alleged refusal of another to arbitrate’ to petition any federal district court for an order compelling
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arbitration in the manner provided for in the agreement.” Chiron Corp. v. Ortho Diagnostic Sys.,
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13 Inc., 207 F.3d 1126, 1130 (9th Cir. 2000) (citations and ellipses omitted). “The FAA requires
14 federal district courts to stay judicial proceedings and compel arbitration of claims covered by a
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written and enforceable arbitration agreement.” Nguyen v. Barnes & Noble Inc., 763 F.3d 1171,
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1175 (9th Cir. 2014) (internal citation omitted); Chiron, 207 F.3d at 1130 (“[T]he Act ‘leaves no
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place for the exercise of discretion by a district court, but instead mandates that district courts
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19 shall direct the parties to proceed to arbitration on issues as to which an arbitration agreement
20 has been signed.’”) (citation omitted). “The FAA limits the district court’s role to determining
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whether a valid arbitration agreement exists, and whether the agreement encompasses the
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disputes at issue.” Nguyen, 763 F.3d at 1175 (citing Chiron, 207 F.3d at 1130). To determine
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“whether a valid arbitration agreement exists, federal courts ‘apply ordinary state-law principles
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25 that govern the formation of contracts.’” Id. (quoting First Options of Chi., Inc. v. Kaplan, 514
26 U.S. 938, 944, 115 S. Ct. 1920, 131 L. Ed. 2d 985 (1995)).
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Notwithstanding the language of Section 3 of the FAA, a court “may either stay the action
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2 or dismiss it outright [if] the court determines that all of the claims raised in the action are subject
3 to arbitration.” Johnmohammadi v. Bloomingdale's, Inc., 755 F.3d 1072, 1074 (9th Cir. 2014).
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“Unconscionability under California law ‘has both a procedural and a substantive
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element, the former focusing on oppression or surprise due to unequal bargaining power, the
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latter on overly harsh or one-sided results.’” Kilgore v. KeyBank Nat'l Ass'n, 673 F.3d 947, 963
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8 (9th Cir. 2012) (quoting Armendariz v. Foundation Health Psychcare Services, Inc., 24 Cal. 4th
9 83, 114, 99 Cal. Rptr. 2d 745, 767, 6 P.3d 669 (2000)).
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California courts apply a ‘sliding scale’ analysis in determining unconscionability: “the
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more substantively oppressive the contract term, the less evidence of procedural
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13 unconscionability is required to come to the conclusion that the term is unenforceable and vice
14 versa.” Pokorny v. Quixtar, Inc., 601 F.3d 987, 996 (9th Cir. 2010) (quotations and citations
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omitted). “Thus, although both procedural and substantive unconscionability must be present for
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the contract to be declared unenforceable, they need not be present to the same degree.” Id.; see
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also Circuit City Stores, Inc. v. Mantor, 335 F.3d 1101, 1105-06 (9th Cir. 2003).
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19 “In assessing procedural unconscionability, the court, under California law, focuses on
20 the factors of surprise and oppression in the contracting process, including whether the contract
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was one drafted by the stronger party and whether the weaker party had an opportunity to
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negotiate.” Pokorny, 601 F.3d at 996. Oppression arises “from an inequality of bargaining power
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[that] results in no real negotiation and an absence of meaningful choice.” Circuit City Stores,
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25 Inc, 335 F.3d at 1106 (quoting Stirlen v. Supercuts, Inc., 51 Cal. App. 4th 1519, 1533, 60 Cal.
26 Rptr. 2d 138, 145 (1997)). Surprise “involves the extent to which the contract clearly discloses
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its terms as well as the reasonable expectations of the weaker party,” Chavarria v. Ralphs
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Grocery Co., 733 F.3d 916, 922 (9th Cir. 2013), and “involves the extent to which the supposedly
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2 agreed-upon terms of the bargain are hidden in the prolix printed form drafted by the party
3 seeking to enforce the disputed terms.” Stirlen, 51 Cal. App. 4th at 1532, 60 Cal. Rptr. 2d at 145.
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In seeking to avoid enforcement of an arbitration agreement based on substantive
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unconscionability, “[a] party cannot avoid a contractual obligation merely by complaining that
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the deal, in retrospect, was unfair or a bad bargain. Not all one-sided contract provisions are
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8 unconscionable, hence the various intensifiers in our formulations: ‘overly harsh,’ ‘unduly
9 oppressive,’ ‘unreasonably favorable.’” Baltazar v. Forever 21, Inc., 62 Cal. 4th 1237, 1245, 200
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Cal. Rptr. 3d 7, 14, 367 P.3d 6 (2016).
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Google argues that the Arbitration Clause at issue contained a 30-day opt out procedure,
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13 not utilized by Plaintiffs, and that this essentially forecloses any claim of unconscionability under
14 California law. See Dkt. #9 at 6–7 (citing, inter alia, California Crane Sch., Inc. v. Google LLC,
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722 F. Supp. 3d 1026, 1034–35 (N.D. Cal. 2024), aff’d, 2025 WL 2541913 (9th Cir. Sept. 4,
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2025), cert. denied sub nom. 2026 WL 795082 (U.S. Mar. 23, 2026); Adtrader, Inc. v. Google
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LLC, 2018 WL 1876950, at *4 (N.D. Cal. Apr. 19, 2018); Trudeau v. Google LLC, 349 F. Supp.
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19 3d 869, 877 (N.D. Cal. 2018), aff’d, 816 F. App’x 68 (9th Cir. 2020)). The Court agrees with
20 Google and the cited law on this point. Plaintiffs’ other arguments—that the agreement contains
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hidden or obscured terms, imposes one-sided obligations, had a take-it-or-leave-it nature,
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allowed Google to modify or cancel terms, and has unfair arbitration fee allocation—otherwise
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fail the standards for unconscionability under California law. Plaintiffs here are businesses who
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25 have advertised with Google for years before filing this lawsuit. See Compl. at ¶¶ 5-8. Plaintiffs
26 do not allege that Google actually modified the arbitration clause after they signed the agreement.
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The Court is not convinced that California law prohibits the class action or jury trial waivers in
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the agreement under the circumstances of this case, where the Plaintiffs are advertisers alleging
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2 millions of dollars in damages and not bringing a class action.
3 As for the remaining issues, the Court is not convinced that Plaintiffs’ antitrust and
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monopolization claims fall outside the scope of the arbitration clause. These claims deal directly
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with the relationship of the parties under the Google Ads Terms and Conditions agreement, and
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the arbitration clause is quite broad.
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8 The Court is also not convinced that Defendants waived their right to compel arbitration
9 through prior litigation conduct. The party opposing arbitration bears the burden of showing
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waiver by demonstrating intentional acts inconsistent with a party’s existing right to compel
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arbitration. Armstrong v. Michaels Stores, Inc., 59 F.4th 1011, 1015 (9th Cir. 2023). A party
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13 “acts inconsistently with exercising the right to arbitrate when it (1) makes an intentional decision
14 not to move to compel arbitration and (2) actively litigates the merits of a case for a prolonged
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period of time in order to take advantage of being in court.” Id. (quoting Newirth ex rel. Newirth
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v. Aegis Senior Cmtys., LLC, 931 F.3d 935, 940 (9th Cir. 2019)). The circumstances of this case
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do not rise to this level. Google has otherwise timely moved to compel arbitration.
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19 The Court agrees with Google that the Arbitration Clause applies to claims against
20 Alphabet, Inc. because “Plaintiffs have agreed that the Dispute Resolution Agreement includes
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claims brought by or against Google as well as Google parent companies.” Dkt. #9 at 12 (citing
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Dkt. #9-1 at ¶ 13.A; Hicks v. Utiliquest, LLC, 736 F. Supp. 3d 849, 861 (E.D. Cal. 2024);
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California Crane Sch., Inc. v. Google LLC, 621 F. Supp. 3d 1024, 1030 (N.D. Cal. 2022)
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25 (granting Google LLC and Alphabet Inc.’s motion to compel arbitration pursuant to the Terms
26 of Service)). Alphabet, Inc. is undeniably the parent company to Google.
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Finally, the Court notes that although Washington public policy might disfavor arbitration
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2 of claims arising under the Washington Consumer Protection Act, Wash. Rev. Code § 19.86,
3 courts have enforced arbitration agreements as to CPA claims and this Court will do the same
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under the facts of this case.
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Accordingly, having reviewed the relevant briefing and the remainder of the record, the
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Court hereby finds and ORDERS that Plaintiffs’ Motion to Remand, Dkt. #12, is DENIED and
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8 Defendants’ Motion to Compel Arbitration, Dkt. #9, is GRANTED. This case is STAYED
9 pending the outcome of arbitration. The parties are DIRECTED to provide a joint status update
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to the Court within six months of the date of this Order, or immediately upon resolution of
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arbitration.
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DATED this 15th day of June, 2026.
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16 RICARDO S. MARTINEZ
UNITED STATES DISTRICT JUDGE
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