PAUL O’HANLON, an individual v. UBER TECHNOLOGIES, INC., a Delaware Corporation

PRECEDENTIAL
UNITED STATES COURT OF APPEALS
FOR THE THIRD CIRCUIT
____________
No. 19-3891
____________
PAUL O’HANLON, an individual; JONATHAN ROBISON,
an individual; GAYLE LEWANDOWSKI, an individual;
IRMA ALLEN, an individual; PITTSBURGHERS FOR
PUBLIC TRANSIT, a project of Thomas Merton Center,
Inc., a Pennsylvania non-profit corporation, on behalf of
themselves and all individuals similarly situated
v.
UBER TECHNOLOGIES, INC., a Delaware Corporation;
RASIER, LLC, a Delaware Corporation;
RASIER-CA, LLC, a Delaware Corporation,
Appellants
____________
On Appeal from the District Court for the
Western District of Pennsylvania
(D.C. No. 2-19-cv-00675)
Magistrate Judge: Lisa P. Lenihan
____________
Argued July 2, 2020

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Before: KRAUSE, PHIPPS, Circuit Judges, and
BEETLESTONE1
(Opinion Filed: March 17, 2021)
Bryan M. Killian [ARGUED]
Stephanie B. Schuster
Morgan Lewis & Bockius
1111 Pennsylvania Avenue, N.W.
Suite 800 North
Washington, DC 20004
Counsel for Appellants
R. Bruce Carlson
Kelly K. Iverson
Carlson Lynch
1133 Penn Avenue
5th Floor
Pittsburgh, PA 15222
Michelle B. Iorio
Melissa Riess
Stuart J. Seaborn [ARGUED]
Disability Rights Advocates
2001 Center Street
Fourth Floor
1 Honorable Wendy Beetlestone, District Judge, United
States District Court for the Eastern District of Pennsylvania,
sitting by designation.

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Berkeley, CA 94704
Counsel for Appellees
____________
OPINION OF THE COURT
____________
KRAUSE, Circuit Judge.
As Uber would tell it, when Plaintiffs filed their
disability-discrimination suit in federal court, they wound
themselves in a Gordian knot: They do not have standing to
sue unless they would agree to Uber’s Terms of Use, but those
terms would require Plaintiffs to arbitrate their claim instead of
litigating it in federal court. Uber urges that the only way to
untie this knot is for us to reverse the District Court’s ruling
that Plaintiffs have standing, a decision not generally
reviewable on interlocutory appeal, as well as its ruling that
Plaintiffs have no contractual obligation to arbitrate. Our
precedent, however, makes this case far less knotty than Uber
suggests. We established in Griswold v. Coventry First LLC
that, on interlocutory appeal from the denial of a motion to
compel arbitration, our appellate jurisdiction is confined to
review of that order. 762 F.3d 264, 269 (3d Cir. 2014). We
not only have no independent obligation to review
nonappealable orders—even jurisdictional ones. We also have
no power to do so unless we can exercise pendent appellate
jurisdiction over them. See id.

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This case involves new technology, but that makes
Griswold no less applicable. We therefore will review only the
District Court’s arbitrability decision, as we have no obligation
to review its standing decision, and Uber has not demonstrated
that pendent appellate jurisdiction over that decision would be
appropriate. And because we agree that Plaintiffs—who have
never accepted Uber’s terms, including its mandatory
arbitration clause—cannot be equitably estopped from suing in
court, we will affirm the District Court’s order denying Uber’s
motion to compel arbitration.2
I. Background
Plaintiffs are motorized-wheelchair users who live in
the Pittsburgh area and the nonprofit Pittsburghers for Public
Transit, whose mission is to make “transportation . . . available
and accessible to all, including people with limited mobility.”
A32. They filed suit in District Court, alleging on behalf of
themselves, and other similarly situated wheelchair users, that
the ridesharing company Uber discriminated against
individuals with mobility disabilities by not offering a
“wheelchair accessible vehicle” (WAV) option in the
Pittsburgh area. As charged in the complaint, this practice
violated Title III of the Americans with Disabilities Act
(ADA), see 42 U.S.C. §§ 12181 et seq., which prohibits
“discriminat[ion] . . . on the basis of disability in the full and
equal enjoyment of the goods, services, facilities, privileges,
2 Pursuant to 28 U.S.C. § 636(c), the parties consented
to proceed before a magistrate judge. We therefore refer to the
Magistrate Judge’s rulings as those of the District Court. See
Hardy v. Shaikh, 959 F.3d 578, 583 n.4 (3d Cir. 2020).

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advantages, or accommodations of any place of public
accommodation,” id. § 12182, and, but for the unavailability of
WAVs, Plaintiffs would download the Uber app and use its
ridesharing service.
Uber filed a motion to compel arbitration pursuant to
the Federal Arbitration Act (FAA), see 9 U.S.C. §§ 3–4,
contending that even though Plaintiffs had never registered for
an Uber account or accepted its Terms of Use, they were
nevertheless bound by the mandatory arbitration clause of that
agreement. See A57 (“By agreeing to the Terms, you agree
that you are required to resolve any claim that you may have
against Uber on an individual basis in arbitration.”). In support
of its motion, Uber argued specifically that Plaintiffs could not
establish standing to sue in federal court unless they “step into
the shoes” of “actual Uber Rider App users who all are bound
by Uber’s Terms of Use,” A10–11 (citation omitted), and more
generally that Plaintiffs “necessarily rel[ied] on Uber’s service
contract to bring suit and should therefore be estopped from
avoiding [the] obligation[]” to arbitrate, A9.
The District Court rejected both arguments. It
determined that Plaintiffs’ failure to download the Uber app,
agree to the terms, and perform the “futile gesture” of
requesting a WAV ride did not prevent them from pleading an
injury in fact. A11 (quoting Int’l Bhd. of Teamsters v. United
States, 431 U.S. 324, 366–67 (1977)). More broadly, the
District Court reasoned that Plaintiffs’ disability-
discrimination claim did not rely on, or even embrace, Uber’s
Terms of Use, but was instead based on the ADA, a federal
anti-discrimination statute. The Court thus declined to adopt
Uber’s “overly-broad interpretation of the law of this Circuit
regarding the scope of the equitable estoppel exception to bind

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non-signatories to arbitration,” A9 n.4, which requires the non-
signatories to have knowingly exploited the agreement for their
benefit. See E.I. DuPont de Nemours & Co. v. Rhone Poulenc
Fiber & Resin Intermediates, S.A.S., 269 F.3d 187, 200 (3d Cir.
2001).
Accordingly, the District Court denied the motion to
compel arbitration, and Uber timely filed this interlocutory
appeal.
II. Jurisdiction
The District Court had jurisdiction under 28 U.S.C.
§ 1331. For our part, “[w]e have appellate jurisdiction over the
District Court’s denial of defendants’ motion to compel
arbitration pursuant to 28 U.S.C. § 1291 and the Federal
Arbitration Act . . . , which provides that ‘[a]n appeal may be
taken’ from an order denying a petition to compel arbitration.”
Griswold, 762 F.3d at 268 (quoting 9 U.S.C. § 16(a)(1)(B)).
III. Discussion
On appeal, Uber primarily urges that we cannot reach
the merits of the motion to compel arbitration without first
determining that Plaintiffs have standing to bring their
underlying ADA claim—pursuant to either our independent
obligation to ensure we have jurisdiction or our pendent
appellate jurisdiction. If Uber does not prevail on the standing
issue, it maintains that Plaintiffs are nevertheless equitably
estopped from refusing to arbitrate. For the following reasons,
we conclude that we may not reach the standing issue in this
interlocutory appeal and that Plaintiffs are not bound to
arbitrate under an agreement they have never accepted or
knowingly exploited.

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A. We Have No Obligation or Authority to Review
Standing
We are not persuaded by Uber’s arguments that we
either must or, in our discretion, should decide whether
Plaintiffs have standing to sue. The former argument is
squarely foreclosed by Griswold, which held that, on
interlocutory appeal of a motion to compel arbitration, we have
no independent obligation to assess the plaintiff’s standing to
sue. 762 F.3d at 269. The latter argument also falls flat, but
for a different reason: Pendent appellate jurisdiction requires
the nonappealable standing issue to be inextricably intertwined
with the appealable arbitrability issue, see id., which, in this
case, it is not. We address each argument in turn.
1. We Are Not Required to Adjudicate
Plaintiffs’ Standing to Sue
Uber’s first argument—that we must assure ourselves
Plaintiffs have standing to bring their underlying claim—
returns us to the familiar terrain of Griswold. There, as here,
the district court concluded both that plaintiffs had Article III
standing to sue and that they were not compelled to arbitrate
pursuant to a contract they had never signed.3 762 F.3d at 268.
3 While the district court in Griswold concluded that
plaintiffs had standing in the course of denying the defendants’
motion to dismiss, the District Court here stated that
“Plaintiffs’ Article III standing [was] established” in the course
of denying defendant Uber’s motion to compel. For our
purposes, this is a distinction without a difference, as Uber
essentially conceded at oral argument. See Oral Arg. at 2:25,

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And like Uber, the appellant there argued “that [this Court has]
not only the authority but the obligation to determine whether
Appellees possess standing because it is a threshold
O’Hanlon v. Uber Techs., Inc. (No. 19-3891),
https://www2.ca3.uscourts.gov/oralargument/audio/19-
3891_OHanlonv.UberTechnologies.mp3.
To the extent it argued otherwise in its briefing, Uber
was mistaken in any event. Uber cited In re Majestic Star
Casino, LLC, 716 F.3d 736 (3d Cir. 2013), for the proposition
that we must assess standing to sue on appeal if “there was no
lower-court order refusing to dismiss the case on standing
grounds.” Reply Br. 4. As we indicated in Griswold, however,
we analyzed standing to sue in Majestic Star Casino as a matter
of pendent jurisdiction, i.e., because “the standing issue . . .
was inextricably intertwined with the merits of the case.”
Griswold, 762 F.3d at 269 (citing Majestic Star Casino, 716
F.3d at 749). Thus, although we noted that “the standing issue
[in Majestic Star Casino] was raised for the first time on
appeal,” id., our point was not that we could review standing
on interlocutory appeal because there was no order denying a
motion to dismiss; it was that we would review standing where
there was pendent appellate jurisdiction “even though the issue
was not addressed before,” Majestic Star Casino, 716 F.3d at
748—reaffirming the principle that as a “court of review, not
of first view,” Frank v. Gaos, 139 S. Ct. 1041, 1046 (2019)
(citation omitted), we will analyze a legal issue without the
district court’s having done so first only in extraordinary
circumstances. Regardless, in this case, the issue was raised
before the District Court and, as Uber acknowledged at
argument, was also ruled upon.

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jurisdictional requirement both in the district court and on
appeal.” Id. (internal quotation marks and citation omitted).
We rejected that argument, cautioning that “although
standing is always a threshold issue, standing to appeal should
not be confused with standing to sue.” Id. at 269. Otherwise,
we recognized, challenges to standing would blow a gaping
hole in the final decision rule of 28 U.S.C. § 1291, with
defendants reflexively taking interlocutory appeals in the
“countless cases where a district court rejected a defendant’s
challenge to the plaintiff’s standing.” Id. (quoting Petroleos
Mexicanos Refinacion v. M/T King A (Ex-Tbilisi), 377 F.3d
329, 335 (3d Cir. 2004)). Instead, we concluded, where “a
district court has [already] determined that a plaintiff has
standing to sue, our power to adjudicate [the standing-to-sue]
issue on an interlocutory basis is limited” to pendent appellate
jurisdiction. Id.
Griswold’s logic is well grounded in Supreme Court
precedent and applies to this case with full force. The
distinction it drew between standing to appeal and standing to
sue comports with the mandate that the standing analysis be
tailored to the “type of relief sought.” Summers v. Earth Island
Inst., 555 U.S. 488, 493 (2009). And in the context of an
interlocutory appeal under the FAA, that means we look not to
the plaintiff and the relief sought in the underlying action, but
to “[the] litigant who asks for . . . immediate appeal” and “the
category of order appealed from.” Arthur Andersen LLP v.
Carlisle, 556 U.S. 624, 628 (2009) (internal quotation marks
and citation omitted); see Raytheon Co. v. Ashborn Agencies,
Ltd., 372 F.3d 451, 453–54 (D.C. Cir. 2004). To the extent we
may “look through” to the “underlying substantive
controversy,” it is for the singular purpose of “determin[ing]

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whether it is predicated on an action that ‘arises under’ federal
law.” Vaden v. Discover Bank, 556 U.S. 49, 62 (2009). In
short, what Griswold and these cases teach is that on
interlocutory appeal of the denial of a motion to compel
arbitration, we must assure ourselves of jurisdiction in two, and
only two, respects: (1) that the appellant has standing to appeal,
see id.; Griswold, 762 F.3d at 268, and (2) that, “save for [the
arbitration] agreement,” the district court “would have
jurisdiction under title 28, in a civil action . . . of the subject
matter of a suit arising out of the controversy between the
parties,” 9 U.S.C. § 4.
Both requirements are met here. First, by petitioning
for review under Section 4 of the FAA, Uber necessarily
alleged that it was “[a] party aggrieved by the alleged failure,
neglect, or refusal of another to arbitrate under a written
agreement for arbitration.” 9 U.S.C. § 4. It alleged, in other
words, standing to appeal: that it “suffered an injury in fact”
that was “caused by” Plaintiffs, Thole v. U. S. Bank N.A., 140
S. Ct. 1615, 1618 (2020), and that—because the FAA allows
Uber to appeal “an order . . . denying a petition under section
4 of this title to order arbitration to proceed,” 9 U.S.C.
§ 16(a)(1)(B)—that injury is one that “would likely be
redressed by the requested judicial relief,” Thole, 140 S. Ct. at
1618. And second, because Plaintiffs’ ADA claim against
Uber presents a federal question, it is undoubtedly a
“controversy between the parties” over which, “save for [the
alleged arbitration] agreement,” 9 U.S.C. § 4, the District
Court would have subject matter jurisdiction under title 28.
See Vaden, 556 U.S. at 62. As a result, we have jurisdiction
over this appeal, and in view of our “limited” authority “to
adjudicate [standing to sue] on an interlocutory basis,”

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Griswold, 762 F.3d at 269, we have neither the need nor the
obligation to ascertain Plaintiffs’ standing to sue.
Uber counters that this case is controlled by Larsen v.
Senate, 152 F.3d 240 (3d Cir. 1998), which requires us to
resolve all jurisdictional questions on interlocutory appeal, and
that, because Griswold was decided later, we are “bound by the
holding in [Larsen] regardless of any conflicting language [in
Griswold], if there is any.” Pardini v. Allegheny Intermediate
Unit, 524 F.3d 419, 426 (3d Cir. 2008). The principle Uber
invokes from Pardini, however, is applicable only where a
subsequent panel addresses “the same issue” as the former. Id.
Where there is “substantial doubt as to whether a prior panel
actually decided an issue,” on the other hand, “the later panel
should not be foreclosed.” Id. at 427 (citation omitted).
Such is the case here. In Larsen, a former
Commonwealth justice challenged his impeachment and
removal from office. Although the district court concluded the
suit did not raise political questions and was justiciable, it
dismissed most of the claims, holding, among other things, that
any property interest in the judicial position was too “highly
circumscribed,” Larsen, 152 F.3d at 245 (citation omitted)—a
question it then certified for interlocutory appeal under 28
U.S.C. § 1292(b), see id. We determined, however, that before
addressing the justice’s property interest in his position, we had
to consider whether any federal review was barred by
federalism concerns or the political-question doctrine because
justiciability was “not only an issue that we [could] reach, but
one that we must reach.” Id. Though justiciability is not a
jurisdictional requirement, see Baker v. Carr, 369 U.S. 186,
198 (1962), we reasoned that the Supreme Court’s instructions
to not “‘assume[]’ jurisdiction for the purpose of deciding the

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merits,” Larsen, 152 F.3d at 245 (quoting Steel Co. v. Citizens
for a Better Env’t, 523 U.S. 83, 94 (1998)), extended to the
federalism and political question issues presented.
In urging that Larsen involved “the same issue,”
Pardini, 524 F.3d at 426, as Griswold and requires any and all
jurisdictional issues to be adjudicated on interlocutory appeal,
Uber fails to acknowledge the context-specific inquiry for
standing, see Summers, 555 U.S. at 493; Arthur Andersen, 556
U.S. at 628. Larsen arose in the context of a question that was
certified under § 1292(b) and that we could not address on the
merits without first determining that the subject matter
belonged in federal court. Here, as in Griswold, however, no
justiciability hurdles stand in the way of reaching the merits of
the arbitrability issue: Uber has standing to appeal the denial
of its motion to compel arbitration under 9 U.S.C.
§ 16(a)(1)(B), and there is no dispute that the District Court
had subject matter jurisdiction under 28 U.S.C. § 1331. In
view of the different “type of relief sought,” Summers, 555
U.S. at 493, and the different “category of order appealed
from,” Arthur Andersen, 556 U.S. at 628, Larsen does not
control here because it neither addresses the “same issue” as
Griswold nor contains “any conflicting language,” Pardini,
524 F.3d at 426. Griswold, on the other hand, is on all fours.
In sum, having assured ourselves of appellate
jurisdiction to review the District Court’s denial of Uber’s
motion to compel arbitration, we have no independent duty to
also review its ruling that Plaintiffs have standing to sue. See
Griswold, 762 F.3d at 269. We turn, then, to consider whether
the doctrine of pendent appellate jurisdiction provides an
alternative basis for us to review the standing ruling.

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2. Pendent Appellate Jurisdiction Is Also
Lacking
We have discretion to review an otherwise
nonappealable issue under our pendent appellate jurisdiction
where (1) it is “inextricably intertwined” with the appealable
issue or (2) review is otherwise “necessary to ensure
meaningful review of the appealable order.” DuPont, 269 F.3d
at 203. We have cautioned, however, that this authority is
“narrow . . . and should be used sparingly,” id. (internal
quotation marks and citation omitted), because overuse would
“effectively undermine the final decision rule,” Kershner v.
Mazurkiewicz, 670 F.2d 440, 449 (3d Cir. 1982) (en banc).
Here, Uber focuses on the first prong and argues that standing
to sue is “inextricably intertwined” with arbitrability. We are
not persuaded.
Issues are inextricably intertwined where the appealable
issue “cannot be resolved without reference to the otherwise
unappealable issue,” Invista S.A.R.L. v. Rhodia, S.A., 625 F.3d
75, 88 (3d Cir. 2010) (citation omitted)—for example, if “the
latter issue directly controls disposition of the former,”
Kershner, 670 F.2d at 449. It is not enough, however, for the
two issues to merely “arise out of the same factual matrix.”
Reinig v. RBS Citizens, N.A., 912 F.3d 115, 130 (3d Cir. 2018).
If “we are confronted with two similar, but independent,
issues,” there is no need for pendent appellate jurisdiction so
long as “resolution of the non-appealable order would require
us to conduct an inquiry that is distinct from . . . the inquiry
required to resolve solely the [appealable] issue.” Id. (quoting
Myers v. Hertz Corp., 624 F.3d 537, 553–54 (2d Cir. 2010)
(citation omitted)). Simply put, if we can adjudicate the
appealable order “without venturing into otherwise

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nonreviewable matters, we have no need—and therefore no
power—to examine” those matters. Id. at 131 (internal
quotation marks and citations omitted).
Such was the case in Griswold, which involved the
same nonappealable issue of standing and appealable issue of
arbitrability, but the facts necessary for determining standing
were different from the facts necessary to decide whether,
under the equitable-estoppel doctrine, “a non-signatory to
the . . . agreement . . . can be bound to its arbitration clause
because it reaped the benefits of the contract.” 762 F.3d at 270.
Because “the factual underpinnings of the [two] issues [we]re
distinct,” id., we declined to exercise pendent appellate
jurisdiction.
And such is the case here, where the facts necessary to
evaluate whether Plaintiffs have demonstrated standing under
the ADA are different from the facts necessary for assessing
whether they are bound by Uber’s Terms of Use. Uber likens
this case to In re Majestic Star Casino, LLC, where we
analyzed standing to sue after concluding that we could not
“address the merits” of the appeal without also assessing
“whether the Debtors ha[d] standing.” 716 F.3d 736, 747 (3d
Cir. 2013). Here, however, the only link Uber has established
between the issues of injury-in-fact under the ADA and
arbitrability under the FAA is its own theory that both arise
from its Terms of Use. That does not mean, however, that the
question whether Plaintiffs are equitably estopped from
rejecting the arbitration clause “cannot be resolved without
reference to” Plaintiffs’ standing to claim discrimination.
Invista, 625 F.3d at 88. The two issues are not inextricably

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intertwined, so we will not review standing to sue under our
pendent appellate jurisdiction.4 See DuPont, 269 F.3d at 203.
B. Equitable Estoppel Does Not Bind Plaintiffs to
Arbitrate
We turn finally to Uber’s motion to compel arbitration
under Section 4 of the FAA.5 While the FAA “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, 556 U.S. at 630 (internal quotation marks and
citation omitted), it does not “alter background principles of
state contract law regarding the scope of agreements,” id.
Those background principles include “doctrines [like estoppel]
that authorize the enforcement of a contract [against] a
nonsignatory.” GE Energy Power Conversion France SAS,
Corp. v. Outokumpu Stainless USA, LLC, 140 S. Ct. 1637,
1643 (2020); see also Bouriez v. Carnegie Mellon Univ., 359
F.3d 292, 294 (3d Cir. 2004); 21 Williston on Contracts § 57:19
(Richard A. Lord ed., 4th ed. 2001).
Here, the parties agree that the relevant state contract
law is that of Pennsylvania. Under Pennsylvania law, the
4 As we lack jurisdiction to address it on interlocutory
appeal, we do not opine at this juncture on the issue of
Plaintiffs’ standing to pursue their ADA claims.
5 We review de novo the District Court’s decision that
the arbitration agreement did not bind Plaintiffs as nonparties
and, like the District Court, draw all reasonable inferences in
the Plaintiffs’ favor. See Griswold, 762 F.3d at 270.

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general rule is that “only parties to an arbitration agreement are
subject to arbitration,” Smay v. E.R. Stuebner, Inc., 864 A.2d
1266, 1271 (Pa. Super. Ct. 2004), but in some situations,
“equitable estoppel [may] bind non-signatories to an
arbitration clause when the non-signatory knowingly exploits
the agreement containing the arbitration clause despite having
never signed the agreement,” Washburn v. N. Health Facilities,
Inc., 121 A.3d 1008, 1015 (Pa. Super. Ct. 2015) (citing
DuPont, 269 F.3d at 199). Put differently, where a non-
signatory “embraces the agreement and directly benefits from
it,” Bouriez, 359 F.3d at 295, it may not “then turn[] its back
on the portions of the contract, such as an arbitration clause,
that it finds distasteful,” DuPont, 269 F.3d at 200. See
generally Griswold, 762 F.3d at 272 n.6 (observing that
consistent with the Supreme Court’s decision in Arthur
Andersen, “we may rely on our prior decisions so long as they
do not conflict with . . . Pennsylvania state law principles”).
On the other hand, equitable estoppel is inapposite
where “there is no evidence that the [nonparties] availed
[themselves] of the . . . agreement or received any benefit
under that agreement.” Washburn, 121 A.3d at 1015. Where
enforcement is sought against non-signatories, “[a] dispute that
arises under one agreement may be litigated notwithstanding a
mandatory arbitration clause in a second agreement,” even
where the dispute implicates “two agreements [that] are closely
intertwined.”6 Bouriez, 359 F.3d at 295 (citation omitted).
6 This standard is distinct from that governing
enforcement of an arbitration agreement by a non-signatory

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Applying this precedent, we agree with the District
Court that Uber’s equitable-estoppel argument is meritless.
Aside from its unreviewable standing-related arguments, Uber
argues only that “to prove the discrimination they allege,
Plaintiffs must prove what Uber offers,” which they cannot do
“without the Terms of Use because Uber makes its services
available only because of, and pursuant to, the Terms of Use.”
Appellant’s Br. 41. But that strained argument is belied by the
complaint, which describes Uber’s “on-demand transportation
service” without any reference to the Terms of Use, A44
(capitalization altered), and alleges that Plaintiffs have not
downloaded Uber’s app, used its service, or otherwise availed
themselves of any aspect of Uber’s service agreement. Indeed,
the crux of their claim is that Uber’s unlawful discrimination
has prevented them from partaking in or benefiting from that
service agreement in the first place. Thus, as the Ninth Circuit
put it in rejecting Uber’s estoppel argument in a companion
case, where “[p]laintiffs do not rely on Uber’s Terms and
Conditions,” “[n]one of [those terms] is mentioned in the . . .
complaint, and the only [term] Uber has mentioned is the
arbitration clause,” it’s apparent that “Plaintiffs’ case arises
entirely under the ADA.” Namisnak v. Uber Techs., Inc., 971
F.3d 1088, 1095 (9th Cir. 2020).
against a signatory. There, the question is whether “there is an
obvious and close nexus between the non-signatories and the
contract or the contracting parties,” Elwyn v. DeLuca, 48 A.3d
457, 463 (Pa. Super. Ct. 2012), often measured in terms of
“inextricabl[e] entwine[ment]” of the claims with the contract,
id. We have previously emphasized the importance of this
distinction and reaffirm it today. See DuPont, 269 F.3d at 202.

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In sum, because there is no evidence that Plaintiffs
“availed [themselves]” of Uber’s service agreement prior to or
in the course of litigation or “received any benefit under that
agreement,” Washburn, 121 A.3d at 1015, they are not
equitably estopped from rejecting its arbitration clause.
IV. Conclusion
For the foregoing reasons, we will affirm the District
Court’s order denying the motion to compel arbitration.

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