In Re: Dropbox Sign Data Breach Litigation

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United States District Court
Northern District of California
UNITED STATES DISTRICT COURT
NORTHERN DISTRICT OF CALIFORNIA
IN RE: DROPBOX SIGN DATA BREACH
LITIGATION
Case No. 24-cv-02637-JSW
ORDER DENYING PLAINTIFFS’
MOTION FOR RECONSIDERATION
Re: Dkt. Nos. 73, 76
Now before the Court is the motion for reconsideration filed by Plaintiffs based upon the
holding in Godun v. JustAnswer LLC, 135 F.4th 699 (9th Cir. 2025). By its order dated February
20, 2026, the Court found that since the time it issued the decision to compel arbitration in July,
2025, there had been an intervening change in controlling law that could alter the legal analysis of
whether Dropbox users manifested unambiguous assent to its Terms of Service.1
Having reviewed the parties’ briefing with regard to this new authority, the Court finds that
both steps of the applicable Berman test are satisfied for the sign-in wrap agreement present in this
case. See id. at 709 (citing Berman v. Freedom Financial Network, LLC, 30 F.4th 849, 856 (9th
Cir. 2022) (holding that contracts are formed between website users and operators only where “(1)
the website provides reasonably conspicuous notice of the terms to which the consumer will be
bound; and (2) the consumer takes some action, such as clicking a button or checking a box, that
1 Although the parties spend a considerable portion of their briefing on whether or not the Court
should reconsider its original decision, by its order granting leave, the Court has already
determined that it will reconsider and does not need to re-litigate that issue. In addition, the Court
does not need to consider the content of the Declaration by Christopher French submitted in
conjunction with Dropbox’s opposition to the motion to reconsider. However, the Court
GRANTS the request to file the declaration under seal. (Dk. No. 76.)
Case 4:24-cv-02637-JSW Document 82 Filed 05/14/26 Page 1 of 3

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United States District Court
Northern District of California
unambiguously manifests his or her assent to those terms.”)).
After completion of the required fields in the process of accessing a document to sign
using Dropbox Sign, an agreement prompt appears with text reading “I agree to be legally bound
by this document and the Dropbox Sign Terms of Service” beside a button marked “I agree.”
(ECF No. 49-12, Declaration of Christopher French, Ex. K.) The phrase “Terms of Service” is set
off in bolded blue text and hyperlinks to the Terms. As a condition to successfully sign any
attached document, Plaintiff had to have clicked on the button marked “I agree.” (Id.)
The first step of the inquiry-notice internet contract formation test set out in Berman – that
the website provides reasonably conspicuous visual notice of the terms to which the consumer will
be bound – is satisfied here by the large font and placement of the agreement prompt box.
Berman, 30 F.4th at 856. The second factor of the test, as further elucidated by Court of Appeals
in Godun, “asks us to consider whether any action taken by the internet user – such as clicking a
button or checking a box – ‘unambiguously manifest[e]d his or her assent’ to proposed contractual
terms.” Id. at 710 (citations omitted). “[S]uch unambiguous manifestation of assent can only
occur in the inquiry-notice context where an internet user is ‘explicitly advised that the act of
clicking will constitute assent to the terms and conditions of an agreement.’” Id. (emphasis in
original) (citations omitted). “Even strongly implicit advisement isn’t enough – a webpage must
explain that certain actions will be understood by the offeror to signal assent to contractual terms.”
Id. at 711 (citing Berman, 30 F.4th at 857) (emphasis in original).
Here, the parties’ dispute focuses only on the second sentence in the agreement prompt
box. This sentence provides that to click on the “I agree” button will automatically sign the
attached document, which is the service provided by Defendant’s website. Plaintiffs contend that
this sentence and the user’s clicking on the “I agree” button does not manifest assent to make a
contract for continued services apart from simply signing the attached document. However, the
preceding sentence in the prompt box reads: “I agree to be legally bound by this document and the
Dropbox Sign Terms of Service.” The Court finds that the explicit advisement, using the
conjunctive “and” indicates to the internet user that she agrees to be bound both by affixing her
signature to the attached document and assents to the Dropbox Terms of Service, which are
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United States District Court
Northern District of California
provided as a hyperlink in that same sentence. The holding in Godul requires that the Court “must
be tuned to the expectation of a reasonably prudent internet user.” Id. at 710. This Court finds
that the reasonably prudent internet user would read both sentences in the agreement prompt box
and, in conjunction, find that the agreement to affix one’s signature to the document is
simultaneously an agreement to accept the Terms of Service explicitly mentioned in the same
sentence, including the arbitration provision at issue here.
Accordingly, the Court DENIES Plaintiffs’ motion for reconsideration and affirms its
order dated July 23, 2025, to compel arbitration and to stay this matter pending completion of
arbitration proceedings.
IT IS SO ORDERED.
Dated: May 14, 2026
______________________________________
JEFFREY S. WHITE
United States District Judge
Case 4:24-cv-02637-JSW Document 82 Filed 05/14/26 Page 3 of 3