PRYOR vs NAACP, et al.

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25CV006551: PRYOR vs NAACP, et al. 09/17/2025 Hearing on Motion to Compel Arbitration in Department 53

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TENTATIVE RULING

Defendants National Association for The Advancement of Colored People (“NAACP”) and National Association for The Advancement of Colored People California-Hawaii State Area Conference’s (“NAACP CA-HI”) (“Defendants”) Motion to Compel Arbitration of Plaintiff Salena Pryor’s (“Plaintiff”) Complaint is ruled upon as follows.

Factual Background

This case arises out of Plaintiff’s employment by Defendant National Association for The Advancement of Colored People California-Hawaii State Area Conference (“CA/HI NAACP”). The First Amended Complaint (“FAC”) brings 14 causes of action for discrimination; harassment; retaliation; failure to prevent discrimination, harassment, and retaliation; defamation; adverse employment action; unfair competition; numerous Labor Code violations (Labor Code §§ 1102.5, 510, 1194(a), 226(a), 226.7, 512); negligent interference; and negligent infliction of emotional distress.

Defendants now move to compel arbitration and dismiss the instant action pursuant to the Federal Arbitration Act and the California Arbitration Act. Alternatively, Defendants seek to stay the instant action pending arbitration. Plaintiff opposes, arguing that Defendants fail to meet their burden in demonstrating the existence of a valid arbitration agreement, Defendants have waived their right to arbitration, Plaintiff will be prejudiced by arbitration, and that the arbitration provision does not apply to disputes outside of the contract, focusing predominantly on her cause of action for defamation.

As part of her employment, Plaintiff entered into a consultation agreement with CA/HI NAACP. The consulting agreement includes the following provision:

9. ARBITRATION OF DISPUTES 9.1 As a condition of the Consultant's employment with NAACP, NAACP and Consultant agree, to the fullest extent permitted by law, to submit to mandatory binding arbitration any dispute, claim or controversy arising out of or relating to Consultant's employment with NAACP. 9.2 Administration: The parties agree that the arbitration shall be conducted in Sacramento County California by a neutral arbitrator from the American Arbitration Association, who will administer any such

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arbitration(s) pursuant to the American Arbitration Association's applicable procedures and rules for arbitration of employment disputes. The arbitrator shall: (a) have the authority to compel adequate discovery for the resolution of the dispute, and to award such relief as would otherwise be permitted by law; and (b) issue a written decision including a statement of the award and the arbitrator's essential findings and conclusions on which the decision is based. The arbitrator shall have the power to award damages, remedies or relief that would be available in a court otherwise having jurisdiction of the matter, but no other damages, remedies or relief.

Each party shall pay its own attorneys' fees and expenses, except that NAACP shall pay the fees and expenses related to the arbitration that Consultant would not generally be required to bear if Consultant brought the same action in a court otherwise having jurisdiction. Nothing in this Agreement is intended to prevent either Consultant or NAACP from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any such arbitration. 9.3 American Arbitration Association Rules.

The American Arbitration Association’s Employment Arbitration Rules and Mediation Procedures (Rules), as amended from time to time, shall apply to any arbitration conducted by this Agreement. The Rules are incorporated by reference as if fully set forth herein. 9.4 Entire Agreement Regarding Arbitration; Modification: This Agreement reflects the parties' full and final agreement regarding the manner in which they will resolve Arbitrable Claims. There are no other agreements between the parties regarding this subject.

This Agreement supersedes any prior agreements, written or oral, regarding this subject. 9.5 Review of Arbitration Award. Court review of any arbitration award shall be limited to errors of law by the arbitrator and the grounds for vacating the award set forth in California Code of Civil Procedure Section 1286.2 (Grounds for Vacating Award). 9.6 Acknowledgment and Agreement. Consultant acknowledges her prior receipt of the Rules and has had sufficient time to review the same prior to execution of this Agreement.

Consultant understands and agrees to the provisions of this Section 9 (ARBITRATION OF DISPUTES).

(Exh. A to Mincey Decl.)

Legal Standard

Under California law, arbitration must be compelled where there is a valid, binding arbitration agreement unless the opposing party proves the agreement is unenforceable on unconscionability or other grounds. (See, e.g., Armendariz v. Foundation Health

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(2000) 24 Cal.4th 83, 96-100, 114; Gatton v. T-Mobile USA (2007) 152 Cal.App.4th 571, 579.) In fact, Code of Civil Procedure §1281.2 specifically provides in pertinent part:

On petition of a party to an arbitration agreement alleging the existence of a written agreement to arbitrate a controversy and that a party thereto refuses to arbitrate such controversy, the court shall order the petitioner and the respondent to arbitrate the controversy if it determines that an agreement to arbitrate the controversy exists, unless it determines that: (a) The right to compel arbitration has been waived by the petitioner; or (b) Grounds exist for the revocation of the agreement. (Underline added for emphasis.)

Section 2 of the Federal Arbitration Act (“FAA”) is essentially the same:

A written provision in any contract evidencing a transaction involving commerce to settle by arbitration a controversy thereafter arising out of such contract or transaction or an agreement in writing to submit to arbitration an existing controversy shall be valid, irrevocable, and enforceable, save upon such grounds as exist at law or in equity for the revocation of any contract. (Underline added for emphasis.)

California has a public policy which encourages arbitrations and arbitration clauses have been repeatedly enforced. (See, e.g., Moncharsh v. Heily & Blasé (1992) 3 Cal.4th 1, 9 [the California Supreme Court stated this state has a “strong public policy in favor of arbitration as a speedy and relatively inexpensive means of dispute resolution”]; Madden v. Kaiser Foundation Hospitals (1976) 17 Cal.3d 699, 707 [California’s statutory scheme “evidence[s] a strong public policy in favor of arbitrations [as a] favored method of resolving disputes”]; Gross v. Recabaren (1988) 206 Cal.App.3d 771, 775; Berman v. Dean Witter Co. (1975) 44 Cal.App.3d 999, 1003; Greenfield v. Mosley (1988) 201 Cal.App.3d 735, 744.)

“Under both federal and state law, the threshold question presented by a petition to compel arbitration is whether there is an agreement to arbitrate.” (Sparks v. Del Mar Child and Family Svcs. (2012) 207 Cal.App.4th 1511, 1517.) “In a petition to compel arbitration, the party seeking to compel arbitration bears the burden of proving the existence of a valid arbitration agreement by a preponderance of the evidence. [Citation.] The party opposing the petition bears the burden of proving by a preponderance of the evidence any fact necessary to its defense, including that an arbitration provision is invalid or otherwise not enforceable.” (Brinkley v. Monterey Financial Servs., Inc. (2015) 242 Cal.App.4th 314, 325.)

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“The burden of persuasion is always on the moving party to prove the existence of an arbitration agreement with the opposing party by a preponderance of the evidence.” (Gamboa v. Northeast Community Clinic (2021) 72 Cal.App.5th 158, 164.) “However, the burden of production may shift in a three-step process.” (Id., at 165.) The moving party meets the initial burden by attaching to the moving papers a copy of the alleged arbitration agreement or setting forth its terms verbatim. (Id.; Cal. Rules of Court, Rule 3.1330.) “For this step, ‘it is not necessary to follow the normal procedures of document authentication.’” (Id. (quoting Candee v.

Longwood Management Corp. (2001) 88 Cal.App.4th 215, 218.) Once the moving party meets its initial prima facie burden, the opposing party bears the burden of producing evidence to challenge the authenticity of the agreement. (Id.) If the opposing party meets its burden, the moving party must then offer admissible evidence to demonstrate the arbitration agreement is valid. (Id.)

The Court must grant a petition to compel arbitration if it determines that the parties agreed to arbitrate the controversy, unless it determines that: (a) the petitioner waived the right to compel arbitration; (b) grounds exist to revoke the agreement; or, (c) a party to the arbitration agreement is also a party to a pending court action or special proceeding with a third party, arising out of the same transaction or series of related transactions and there may be conflicting rulings on a common issue of law or fact. (Code Civ. Proc., § 1281.2; Rosenthal v. Great Western Fin. Securities Corp. (1996) 14 Cal.4th 394, 413.)

Discussion

Existence of Agreement

Plaintiff asserts that Defendants have not met their burden in demonstrating the existence of a valid arbitration agreement.

The threshold question here is whether there is between the parties an enforceable agreement to arbitrate and to answer this question, the Court follows the above-cited burden-shifting framework established by the decision of Gamboa v. Northeast Community Clinic.

The Court finds that the moving papers are more than sufficient to satisfy Defendant NAACP CA-HI’s initial burden of production. In Gamboa, the Court of Appeal explained that a moving party’s initial burden is met either by including with the moving papers a copy of the alleged agreement or by setting forth its terms, clarifying that the moving party need not at this stage satisfy the “normal” requirements for document

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authentication. (Gamboa, supra, 72 Cal.App.5th at 165; Cal. Rules of Court, Rule 3.1330.) There can be no legitimate dispute that plaintiff’s moving papers meet this clearly minimal burden insofar as the Callender Declaration states that a true and correct copy of the underlying consulting contract is attached thereto as Exhibit A and this same exhibit not only reflects a compulsory arbitration provision in paragraph 9 but also purports to include Plaintiff’s and NAACP CA-HI’s electronic signatures on the last page. This evidence (to which no objections were asserted) goes significantly above and beyond the limited initial burden described in Gamboa and is therefore more than sufficient to successfully shift to Plaintiff the burden to produce evidence challenging the authenticity of the contract on which this motion is premised. (Gamboa, at 165.)

While Plaintiff argues that there is not a valid agreement, Plaintiff has failed to proffer any specific argument or any evidence to support an assertion that the written and signed agreement between Plaintiff and Defendant NAACP CA-HI is invalid.

Nevertheless, while this motion is brought by both NAACP and NAACP CA-HI, the only parties to the contract which includes the arbitration agreement are Plaintiff and NAACP CA-HI.[1] Defendants make no argument as to why the arbitration agreement should apply to NAACP. As such, Defendants have not met their burden in demonstrating a valid arbitration agreement between Plaintiff and Defendant NAACP.

Accordingly, the motion to compel is DENIED as to Defendant NAACP. The Court’s remaining analysis relates to Defendant NAACP CA-HI.

Arbitrability

Defendants argue that, through the arbitration provisions, the Parties agreed to have an arbitrator decide gateway issues of arbitrability. Plaintiff fails to address this issue in her opposition.

As a preliminary matter, the Court notes that the trial court typically decides the threshold or “gatekeeper” issues of enforceability of the arbitration agreement and the scope of issues to be arbitrated. (Aanderud v. Superior Court (2017) 13 Cal.App.5th 880, 891.) The parties may delegate resolution of these issues to the arbitrator as long as there is “clear and unmistakable evidence” they intended to do so. (Pinela v. Neiman Marcus Group, Inc. (2015) 238 Cal.App.4th 227, 239-40; Tiri v. Lucky Chances, Inc. (2014) 226 Cal.App.4th 231, 250.)

Defendants argue that citation to the AAA rules in the arbitration provision is sufficient to delegate this gatekeeping decision to the arbitrator, citing to Brinkley v. Monterey Fin. Servs., Inc. (2015) 242 Cal. App. 4th 314, 353-54; Rodriguez v. Am. Techs., Inc. (2006)

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136 Cal. App. 4th 1110, 1123; Brennan v. Opus Bank (9th Cir. 2015) 796 F.3d 1125, 1130; Zenelaj v. Handybook (N.D. Cal. 2015) 82 F.Supp.3d 968, 974. The Court in Brinkley found that where an agreement incorporates by reference the AAA rules, “[t]he parties' agreement to arbitrate their disputes under a specifically designated set of rules, which in turn provide that the arbitrator shall decide whether the parties' arbitration agreement permits class arbitration, is ‘clear and unmistakable’ evidence that the parties intended to delegate the resolution of that question to the arbitrator.” Defendants attach the AAA rules referenced in the arbitration provision, which provides, in Rule 7(a): “The arbitrator shall have the power to rule on their own jurisdiction, including any objections with respect to the existence, scope, or validity of the arbitration agreement or the arbitrability of any claim or counterclaim.”

As Plaintiff has not raised any argument in opposition, the Court interprets this as a concession on the merits. Similarly, as Plaintiff has made no challenge to the enforceability of the delegation clause, the Court must treat it as valid. (Rent-A-Center, West, Inc. v. Jackson (2010) 561 U.S. 63, 72; Nielsen Contracting, Inc. v. Applied Underwriters, Inc. (2018) 22 Cal.App.5th 1096, 1107-8.)

Therefore, the issue of delegation and arbitrability may be left to the arbitrator, pursuant to the AAA rules, as set forth in the agreement between the parties.

Nevertheless, in an abundance of caution and in the alternative, the Court turns to the arguments raised by Plaintiff, which were also addressed in Defendants’ motion as well as their reply.

Waiver by Defendants

Plaintiff argues that Defendants have waived their right to compel arbitration by engaging in unreasonable delay in bringing the instant motion. Plaintiff filed her complaint on March 20, 2025, and served Defendants on July 2 and 8, 2025. Defendants brought the instant motion on August 22, 2025. Plaintiff cites to Sobremonte v. Superior Court (1998) 61 Cal.App.4th 980, 992-93 for the premises that a delay of ten months after service of the complaint was unreasonable. However, here, while Plaintiff filed her complaint five months before the instant motion was filed, she did not serve Defendants until July.

The Court finds that Defendants did not engage in an unreasonable delay before bringing the instant motion.

Prejudice to Plaintiff

Plaintiff next argues that she will be prejudiced if forced to arbitrate her defamation

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claim, as the defamation claim does not fall under the arbitration agreement, arbitration would deprive her of a public forum, ongoing defamation requires judicial remedies unavailable in arbitration, Plaintiff will be procedurally prejudiced by the limitations of arbitration, and public policy favors judicial resolution of public reputation harms.

Claims of defamation may arise out of employment. (See Buckhorn v. St. Jude Heritage Medical Group (2004) 121 Cal.App.4th 1401, 1406 [citing Vianna v. Doctors' Management Co. (1994) 27 Cal.App.4th 1186].) The Court in Vianna found that sufficiently broad contractual terms pertaining to arbitration encompassed claims for defamation, as the action “ha[d] its roots in the relationship between the parties which was created by ... their agreement.” (Vianna v. Doctors' Management Co., supra, at p. 1190.)

As noted above, Plaintiff’s agreement with Defendant NAACP CA-HI agrees “to submit to mandatory binding arbitration any dispute, claim or controversy arising out of or relating to Consultant's employment with NAACP.” Plaintiff’s allegations regarding the alleged defamatory statements made by Defendants include:

However, in or around December 2023, CA/HI NAACP President CALLENDER and/or the NAACP published and/or provided false and defamatory information concerning PRYOR to the Sacramento Bee. Thereafter, the Sacramento Bee published four articles, dated January 8, 2024, January 16, 2024, January 18, 2024, and January 29, 2024, which claimed the following: (1) PRYOR was a Sacramento NAACP Branch leader who mismanaged Sacramento County funds and hired herself; (2) “Williams, the California civil rights stalwart and longest- serving president in the Sacramento chapter’s history, and branch education chair Salena Pryor, were among six executive officers suspended in October by the national civil rights organization for alleged financial improprieties, including the use of their positions for financial gain[]”; (3) “Betty Williams and education chair Salena Pryor appear to have used their staffing and consulting firms to operate the Dine In 2 program and paid themselves with county funds.”; (4) “Williams and Pryor appear to have used their staffing and consulting firms to operate the food program, Dine In 2, and paid themselves more than $145,000 in county funds earmarked for contractors’ salaries”; and (5) “[o]ne organization paid through a CBCC contract received over $100,000 in COVID relief.

The same contractor is under investigation by Sacramento County for misuse of funds for another COVID relief contract, in which local restaurants and the NAACP are accused of embezzlement. The NAACP said its name was used without permission[,]” (referencing PRYOR’s business, BSBA).

(FAC, ¶ 54.)

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The Court finds that the terms of the arbitration provision are sufficiently broad and the allegations similarly have their roots in the relationship between the parties created by the agreement. While Plaintiff argues that her “defamation cause of action is ‘wholly independent’” of the employment agreement, her only argument beyond the conclusory is that the defamation “is related to a food program run by the NAACP Greater Sacramento Branch that was ‘wholly independent’ of the employment agreement and completely unrelated to Plaintiff’s employment relationship with Defendant.” (Mot., pp. 7:17-8:5.)

A review of the allegedly defamatory statements shows that the quoted articles refer specifically to Plaintiff as a “Sacramento NAACP Branch leader who mismanaged Sacramento County funds and hired herself,” and that Plaintiff was “among six executive officers suspended in October by the national civil rights organization for alleged financial improprieties.” These statements tie directly to Plaintiff’s employment by NAACP CA-HI and thus the arbitration agreement. Accordingly, the Court is not persuaded by Plaintiff’s arguments that her claims of defamation do not arise out of the agreement between the parties.

To the extent that Plaintiff argues that “arbitration would deprive plaintiff of a public forum necessary to vindicate reputation,” Plaintiff cites to no authority, and the Court knows of none, which provides that claims for defamation cannot proceed to arbitration. Similarly, Plaintiff cites to no authority in support of her argument that arbitrators “lack the jurisdiction or enforcement mechanisms to provide timely, effective relief” for her defamation claims. Arbitrators are empowered to grant any just and equitable remedy that is within the scope of the contract. (Kelly Sutherlin McLeod Architecture, Inc. v. Schneickert (2011) 194 Cal.App.4th 519, 529.)

The arbitration provision states, “The arbitrator shall have the power to award damages, remedies or relief that would be available in a court otherwise having jurisdiction of the matter, but no other damages, remedies or relief.” Thus, the arbitrator here would have the same abilities to grant relief as that obtainable via litigation. Similarly, while Plaintiff argues that public policy favors judicial resolution of public reputation harm, she cites to no authority in support of this argument.

Finally, Plaintiff argues that discovery will necessarily be limited in arbitration, citing to Armendariz v. Foundation Health Psychare Services, Inc. (2000) 24 Cal.4th 83, 126-27. The Court in Armendariz found that “adequate discovery is indispensable for the vindication of FEHA claims.” (Id., at p. 104.) “Adequate discovery is indispensable for the vindication of statutory claims.” (Fitz v. NCR Corp. (2004) 118 Cal.App.4th 702, 715.” However, “adequate discovery is not synonymous with unfettered discovery.” (Martinez v. Master Protection Corp. (2004) 118 Cal.App.4th 107, 118.) “Arbitration is meant to be a streamlined procedure. Limitations on discovery, including the number of depositions, is one of the ways streamlining is achieved. . . . Armendariz specifically recognized that parties may agree to something less than the full panoply of discover

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permitted under the California Arbitration Act.” (Dotson v. Amgen, Inc. (2010) 181 Cal.App.4th 975, 983.)

The arbitration provision here empowers the arbitrator to “have the authority to compel adequate discovery for the resolution of the dispute, and to award such relief as would otherwise be permitted by law.” (Exh. A to Mincey Decl. at 9.2.) While the arbitration agreement itself does not explicitly limit the parties' discovery rights, it implicitly acknowledges that discovery may be limited in arbitration as compared with what would occur in a lawsuit.

Here, Plaintiff has not made any showing of how the limitations on discovery will prevent her from vindicating her rights in her case. Without evidence (or even specific argument) showing how the discovery limitations will prevent Plaintiff from vindicating her statutory rights, the Court cannot conclude that limitations to her discovery rights are substantively unconscionable under Armendariz. (See, e.g., Sanchez v. Carmax Auto Superstores Calif., LLC (2014) 224 Cal.App.4th 398, 404-406; [“Sanchez does not make any showing that he could not maintain his claim without more discovery that than provided by the agreement.

Without some showing that Sanchez would be unable to vindicate his rights, we would not conclude that [the subject arbitration agreement's] discovery provisions are unconscionable as a matter of law.”]; accord Mercuro v. Super. Ct. (2002) 96 Cal.App.4th 167, 182-183 [“[W]ithout evidence showing how [a limitation of three depositions and an aggregate of 30 discovery requests of any kind] are applied in practice, we are not prepared to say they would necessarily prevent Mercuro from vindicating his statutory rights.”] Rather, it appears that the arbitration agreement “gives the arbitrator the broad discretion contemplated by the AAA rules to order the discovery needed to sufficiently litigate the parties’ claims. (Dotson, supra, 181 Cal.App.4th at 984; see Roman v.

Superior Court (2009) 172 Cal.App.4th 1462, 1475-76.)

Plaintiff further has not supported her claim that discovery will be severely limited or prevented entirely if arbitration proceeds via AAA.

Accordingly, the Court is not persuaded that Plaintiff will suffer prejudice as the result of arbitration.

Applicability of Arbitration Provision

As discussed above, supra, the Court finds that the alleged defamation arises out of Plaintiff’s employment with CA/HI NAACP, and thus the arbitration provisions apply.

Dismissal

Defendants’ request that the instant action be dismissed without prejudice “on the

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grounds that the forum for resolution of this controversy is in arbitration” is denied. While the Court may have the discretion to dismiss an action as part of a motion to compel arbitration, Defendants have presented no argument as to why dismissal would be appropriate as to the instant action.

Disposition

Based on the foregoing, Defendants’ motion to compel arbitration is GRANTED as to those claims against Defendant National Association for The Advancement of Colored People California-Hawaii State Area Conference, only. Claims against NAACP CA-HI are ordered to arbitration, and the action is stayed as to claims against NAACP CA-HI pending arbitration.

The minute order is effective immediately. No formal order pursuant to California Rules of Court, rule 3.1312 or further notice is required.

[1] Indeed, the Court notes that the meet and confer correspondence from Counsel for

NAACP references the agreement between Plaintiff and NAACP CA-HI. (Memorandum of Points and Authorities at 4:4-11.)