Paradigm Sports Management LLC vs. Adesanya

There are a couple of initial matters the court must address before reaching the merits of the petitions. First, the parties previously attempted to stipulate to consolidate these two cases, which present competing or crosspetitions directed to the same arbitration award. The clerk’s office, however, rejected that stipulation because the parties erroneously filed it in the higher numbered or newer case. The parties have not attempted to re-file the stipulation. Accordingly, to ensure a clear record, the court hereby orders these two cases consolidated for all purposes and designates the older case—i.e., Paradigm Sports Management LLC vs. Adesanya, case no. 2026-01556733— as the lead case. All future filings must be made in that case only.

Second, the court must note Adesanya and Edwards have improperly cited and argued three unpublished and unciteable cases. (See Adesanya and Edwards Petition at p. 9, and reply at pp. 4, 6, 7.) Specifically, they cited Chiapparelli v. Henderson, No. F046363, 2005 WL 1847221 (Cal. Ct. App. Aug. 5, 2005), Jackson v. X10 Cap., LP, No. A170652, 2025 WL 572271 (Cal. Ct. App. Feb. 21, 2025), and Nemtzov v. Kambur, No. B339114, 2025 WL 2408980, (Cal. Ct. App. Aug. 20, 2025). California Rules of Court, rule 8.1115(a) states, “Except as provided in (b), an opinion of a California Court of Appeal or superior court appellate division that is not certified for publication or ordered published must not be cited or relied on by a court or a party in any other action.”

Each of these three cases are decisions by a California Court of Appeal and none of the exceptions in rule 8.1115(b) apply. In the motion, at page 9, footnote 2, Adesanya and Edwards recognize the Chiapparelli case is not a published decision, and they claim they are solely citing it for its persuasive value. An unpublished decision, however, may not be cited for that or any other reason.

The court cautions counsel for Adesanya and Edwards that citation to unpublished decisions may support an award of sanctions, and counsel should refrain from doing so in the future. (See People v. Williams (2009) 176 Cal.App.4th 1521, 1529; Alicia T. v. County of Los Angeles (1990) 222 Cal.App.3d 869, 885.) Because it was improper for counsel to cite the foregoing authorities, the court has not considered them.

Turning to the merits of the petitions, any party to an arbitration in which an award has been made may petition the court to confirm, correct, or vacate that award. (Code Civ. Proc., § 1285.) A petition to confirm an arbitration award must “(a) Set forth the substance of or have attached a copy of the agreement to arbitrate unless the petitioner denies the existence of such an agreement. [¶] (b) Set forth the names of the arbitrators. [¶] (c) Set forth or have attached a copy of the award and the written opinion of the arbitrators, if any.” (Code Civ.

Proc., § 1285.4.) Pursuant to Code of Civil Procedure section 1286, if a petition to confirm an arbitration award is duly served and filed, “the court shall confirm the award as made, whether rendered in this state or another state, unless in accordance with this chapter it corrects the award and confirms it as corrected, vacates the award or dismisses the proceeding.”

Here, Paradigm duly served and filed its petition to confirm the arbitration award, and that petition complies with Code of Civil Procedure section 1285.4 by setting forth the substance of the parties’ arbitration agreement, setting forth the name of the arbitrator—Laura C. Abrahamson (Arbitrator)—and attaching a copy of the arbitration decision and final award. Accordingly, the award must be confirmed unless Respondents’ request to vacate establishes a ground for vacating the award.

Adesanya and Edwards seek vacatur under the California Arbitration Act, Code of Civil Procedure section 1285, et. seq. (CAA). The grounds for vacating an arbitration award are statutorily limited. Under the CAA, the court shall vacate the award if the court determines, inter alia, “[t]he arbitrators exceeded their powers and the award cannot be corrected without affecting the merits of the decision upon the controversy submitted.” (Code Civ. Proc., § 1286.2, subd. (a)(4).)

Adesanya and Edwards argue the Arbitrator exceeded her powers by making a decision on the enforceability of the Professional Fighters Agency and Management Contract, dated February 12, 2017, between Paradigm MMA and Edwards (Edwards Contract), and the Professional Fighters Agency and Management Contract, dated August 1, 2019, between Paradigm MMA and Adesanya (Adesanya Contract), after the illegality of the entire agreements had been raised with the Arbitrator by Adesanya and Edwards. An award upholding an illegal contract exceeds the arbitrator's powers. Indeed, “an award springing out of an illegal contract, which no court can enforce, cannot stand on any higher ground than the contract itself.” (Loving & Evans v. Blick (1949) 33 Cal.2d 603, 610 (Loving & Evans); Sheppard, Mullin, Richter & Hampton, LLP v. J-M Mfg. Co. Inc. (2018) 6 Cal.5th 59, 68.)

Accordingly, “[a]lthough we recognized the general rule . . . that the merits of a dispute before an arbitrator are not subject to judicial review, ‘the rules which give finality to the arbitrator’s determination of ordinary questions of fact or of law are inapplicable where the issue of illegality of the entire transaction is raised in a proceeding for the enforcement of the arbitrator's award.’” (Moncharsh v. Heily & Blase (1992) 3 Cal.4th 1, 31 (Moncharsh).) Indeed, “‘when a party seeks to use the processes of the courts to obtain confirmation of an arbitrator’s award, and an issue is raised concerning the alleged illegality of the contract upon which the award is based, the trial court is the tribunal which must determine such issue of illegality upon the evidence presented to it . . . .

A party seeking confirmation cannot be permitted to rely upon the arbitrator’s conclusion of legality for the reason that paramount considerations of public policy require that this vital issue be committed to the court’s determination whenever judicial aid is sought.’” (Ahdout v. Hekmatjah (2013) 213 Cal.App.4th 21, 34 (Ahdout), quoting Loving & Evans, supra, 33 Cal.2d at p. 614.)

These rules “‘permitted judicial review of an arbitrator's ruling where a party claimed the entire contract or transaction was illegal.’ [Citation.]” (Ahdout, supra, 213 Cal.App.4th at p. 35.) Accordingly, “[w]hereas the building contract in Loving [& Evans] was rendered void in its entirety by the contractor’s lack of a license, the illegality alleged in Moncharsh affected only one provision of an employment contract ‘containing a number of provisions governing various aspects’ of the employment of an attorney by his law firm.” As explained by the Supreme Court in Moncharsh, “when . . . the alleged illegality goes to only a portion of the contract (that does not include the arbitration agreement), the entire controversy, including the issue of illegality, remains arbitrable.” (Moncharsh, supra, 3 Cal.4th at p. 30.)

In Lindenstadt v. Staff Builders, Inc. (1997) 55 Cal.App.4th 882, the trial court deferred to an arbitrator’s determination that a contract was not illegal and confirmed an award awarding the plaintiff commissions on certain real estate transactions. The Court of Appeal, however, reversed and remanded the case to the trial court so that it could independently decide whether the Real Estate Law barred compensation to the plaintiff. (Id. at p. 893.) The court held that it did not matter that the arbitrator had decided that issue, because “‘any preliminary determination of legality by the arbitrator . . . [is] not . . . binding upon the trial court’ [citation].” (Id. at p. 892.)

Rather, the trial court must conduct a de novo review of the claim of illegality, considering all admissible evidence submitted to the court, whether or not that evidence had been submitted to the arbitrator. (Ibid. & fn. 8.) “Of course, the trial court should also consider the arbitration award itself, including the testimony and the other evidence described therein.” (Id. at p. 893, fn. 8.) “If [the plaintiff] acted as an unlicensed real estate broker on a transaction, the arbitrator exceeded her powers (Code Civ.

Proc., § 1286.2, subd. (d)) to the extent she awarded compensation for that work.” (Id. at p. 893, underlining added.)

Here, Adesanya and Edwards contend their entire contracts with Paradigm are illegal and unenforceable because the contracts violate the Boxing Act or the State Athletic Commission Act, Business and Professions Code sections 18600, et seq. They also contend the contracts are illegal because they violate the Miller-Ayala Athlete’s Act, Business and Professions Code sections 18895, et seq. These claims that the entire contracts are illegal, however, do not automatically require the court to vacate the arbitration award.

Rather, as the foregoing authorities demonstrate, these claims require the court to conduct a de novo or independent review of the legality of the contracts based on Adesanya’s and Edwards’s challenges. The award must be vacated in its entirety only to the extent the court agrees these challenges render the entire contract illegal. If the court does not find the entire contract illegal, then the Arbitrator exceeded her powers only to the extent she awarded Paradigm damages based on a contractual provision the court finds illegal based on its de novo review.

An unlawful contract is one which is (1) contrary to an express provision of law; (2) contrary to the policy of express law, though not expressly prohibited; or (3) otherwise contrary to “good morals.” (Civ. Code § 1667.) Under California law, illegal provisions may be severable if not central to the purpose of the agreement. Civil Code section 1598 states, “Where a contract has but a single object, and such object is unlawful, whether in whole or in part . . . the entire contract is void.” Civil Code section 1599 states, “Where a contract has several distinct objects, of which one at least is lawful, and one at least is unlawful, in whole or in part, the contract is void as to the latter and valid as to the rest.” (See also Marathon Entertainment, Inc. v.

Blasi (2008) 42 Cal.4th 974, 980- 981 [finding the licensing requirements under the Talent Agencies Act applied to personal manager performing services for actress and ordinary rules of contract interpretation applied including the severability doctrine of Civil Code sections 1598 and 1599].)

“Courts are to look to the various purposes of the contract. If the central purpose of the contract is tainted with illegality, then the contract as a whole cannot be enforced. If the illegality is collateral to the main purpose of the contract, and the illegal provision can be extirpated from the contract by means of severance or restriction, then such severance and restriction are appropriate.” (Armendariz v. Foundation Health Psychcare Services, Inc. (2000) 24 Cal.4th 83, 121; Abrahamson v. Juniper Networks, Inc. (2004) 115 Cal.App.4th 638, 658, 667 [“taint of illegality and unconscionability cannot be removed from this arbitration agreement by severing or restricting the objectionable terms”].) The “overarching inquiry” is whether the interests of justice would be furthered by severance. (Armendariz, supra, 24 Cal.4th at p. 124.)

Based on its de novo review of the materials the parties submitted to the court, the court does not find the Edwards Contract and the Adesanya Contract are entirely illegal. Rather, the court finds only a portion of these two Contracts to be illegal, and the court further finds those portions are severable. The central purpose of the Edwards Contract and the Adesanya Contract is not tainted with illegality. The plain language of the Edwards Contract and the Adesanya Contract demonstrate there were multiple purposes of the contracts.

The scope of engagement includes Paradigm MMA acting as Edwards’s/Adesanya’s “worldwide representative with respect to the procurement, negotiation, execution, and management of” (1) Fight Contracts, i.e., “all employment, opportunities, agreements, and the like for Fighter’s professional fighting services with foreign and domestic professional fighting organizations” and (2) Sponsor Contracts, which includes marketing contracts, commercial opportunities, media contracts, and, as to Adesanya only, industry opportunities.

The portion of the Contracts regarding Paradigm MMA procuring or managing Fight Contracts clearly violates the Boxing Act or the State Athletic Commission Act and the regulations promulgated thereunder, as the Arbitrator found. There is no dispute Paradigm MMA is a “manager” within the meaning of Business and Professions Code section 18628. The evidence presented before the Arbitrator showed, among other things, Paradigm MMA did not hold a valid California management license during the term of the contracts in violation Business and Professions Code section 18642, the contracts were not executed on forms approved by the California State Athletic Commission (CSAC) in violation of California Code of Regulations Title 4, section 220, were not placed on file with CSAC in violation of Code of Regulations Title 4, section 221, the parties did not appear at the same time before CSAC to sign the agreements and they did not receive written approval in violation of Code of Regulations Title 4, Section 222, and the contracts were not limited to the statutory maximum five-year term in violation of Code of Regulations Title 4, section 222. (Award at p. 19.)

The portion of the Contracts regarding Paradigm procuring or managing Sponsor Contracts, however, are unrelated to actual mixed martial arts or professional contests, matches, and exhibitions, but instead relate to sponsorship deals. Those portions of the Contracts do not violate any provision of the Boxing Act or the State Athletic Commission Act, and therefor are not illegal for violating the Act.

Adesanya and Edwards also argue Paradigm MMA and the management agreements are subject to the Miller-Ayala Athlete’s Agent Act, and the Adesanya Contract and Edwards Contract are illegal for violating that Act. (Vacatur Petition, pp. 12-14.) The Miller-Ayala Act governs the conduct of agents acting on behalf of professional athletes, including public disclosure requirements, the form and content of agent contracts, recordkeeping requirements, financial services or investment advice, false representations, advertising, etc. (Bus. & Prof. Code, §§ 18896-18897.5.) Any agent contract that is negotiated by an athlete agent that fails to comply with the Miller-Ayala Act is void and unenforceable. (Bus. & Prof. Code, § 18897.9, subd. (a).)

It does not appear Adesanya and Edwards argued in arbitration that their Contracts were illegal because they violated the Miller-Ayala Athlete’s Agent Act. Assuming for the sake of argument that Adesanya and Edwards may raise this illegality challenge for the first time on a petition to vacate the arbitration award, they have failed to present any specific argument or evidence to establish this basis for illegality and allow the court to find the Contract illegal as part of its de novo review. Indeed, Adesanya and Edwards merely argue the contract provisions pertaining to the Sponsor Contracts could potentially be void under the Miller-Ayala Act, and they fault the Arbitrator for failing to address a challenge they apparently never raised.

Specifically, in their petition to vacate, Adesanya and Edwards simply argue, “If Paradigm ever failed to comply with Miller-Ayala, the Management Agreements would be illegal and unenforceable, and Paradigm would not be entitled to any recovery from Edwards and Adesanya. This determination of legality is one only the court can make based on a developed record of facts. However, without any facts on the record nor mention of Miller-Ayala in her Order, the Arbitrator awarded damages to Paradigm, for unpaid sponsorship commissions. Both the determination as to legality of the agreement and awarding of commissions without a specific finding of legality under Miller-Ayala are evidence that the arbitrator exceeded her authority.” (Petition to Vacate at p. 14, lines 14-21.)

Adesanya and Edwards do not identify any specific provision of the Miller-Ayala Act that their Contracts allegedly violate. Similarly, they present no evidence showing the Contracts violate that Act. Rather, they simply present the hypothetical argument, if the Contracts violated that Act, the Contracts would be illegal. Although the court conducts a de novo review to determine illegality, that does not relieve Adesanya and Edwards of their obligation to show the Contracts are illegal. For want of argument and evidence, the court finds the Adesanya Contract and Edwards Contract are not illegal based on purported violations of the Miller-Ayala Act.

Notably, both the Edwards Contract and the Adesanya Contract contain a severability clause: “In the event that any portion of this Agreement shall be illegal or otherwise unenforceable, such provision shall be severed, and the balance of the Agreement shall continue in full force and effect.” (Edwards Contract at ¶ 22; Adesanya Contract at ¶ 26; Ramirez v. Charter Communications, Inc. (2024) 16 Cal.5th 478, 517 [“if the contract contains a severance clause, the court should take it into account as an expression of the parties’ intent that an agreement curable by removing defective terms should otherwise be enforced”].)

Moreover, it appears the illegal provision (i.e., the portion related to the Fight Contracts) can be severed such that enforcing the balance of the contracts would be in the interests of justice. The evidence shows Paradigm provided valuable services to Adesanya and Edwards, and severing the illegal provisions is appropriate to avoid an inequitable windfall to Adesanya and Edwards and doing so does not condone an illegality. (Award at pp. 23-25.)

Based on the foregoing, and its de novo review of Adesanya’s and Edwards’s illegality challenges, the court finds the Arbitrator did not exceed her powers because she did not enforce an illegal contract. Accordingly, Paradigm’s petition to confirm the award is GRANTED and Adesanya and Edwards’ petition to vacate the petition is DENIED. Paradigm’s counsel is ordered to give notice of this ruling and may submit a proposed judgment confirming the arbitration award.

3. Adesanya vs. Paradigm Sports Management, LLC 2026-01557071 Please see the above notice regarding oral argument on June 25. 2026 Please see the tentative above on case no. 2 -- Paradigm Sports Management LLC vs. Adesanya, case no. 2026- 01556733

4. Chestnut Square Homeowner's Association vs. Republic Services, Inc. 2026-01542342 Please see the above notice regarding oral argument on June 25. 2026 Before the court is a petition to compel arbitration filed by petitioner Chestnut Square Homeowner’s Association (Petitioner) against respondents Republic Services, Inc. (RSI) and Republic Waste Services of Southern California, LLC (RWS; collectively, Respondents). As more fully set forth below, the petition is DENIED. Petitioner requests the court find the parties must arbitrate under a contract signed by City of Santa Ana (City) and RWS on or about August 28, 2021 (City Agreement). Neither Petitioner nor RSI are parties to the City Agreement, and the City Agreement does not contain an