LEWIS vs H&S ENERGY, LLC, et al.

26CV001221: LEWIS vs H&S ENERGY, LLC, et al. 07/13/2026 Hearing on Motion to Compel Arbitration in Department 8D

Tentative Ruling

NOTICE:

PLEASE TAKE NOTICE that effective April 13, 2026, this department has moved to the Tani G. Cantil-Sakauye courthouse located at 500 G Street in Sacramento, CA 95814. All hearings noticed for Department 25 will be heard in Department 8D of the new courthouse. Parties who wish to contest the tentative ruling below must: (1) request a hearing by calling the Department 8D Oral Argument Request Line at (916) 874-7719 no later than 4:00 p.m. on the Court day before the scheduled CMC, and (2) advise opposing counsel of the request.

If a hearing is not requested by 4:00 p.m. on the Court day before the scheduled CMC, the tentative ruling shall become the final order of the Court. The Court encourages parties to appear remotely for the hearing on the tentative ruling through the Court’s Zoom Application. But, any party wishing to appear in person may do so, provided that party notifies the Court by 4:00 the Court day before the hearing. If a hearing is requested, the Court assumes that all parties will appear remotely via Zoom unless the Court orders inperson attendance.

The parties may join the Zoom session for hearing on the tentative ruling by audio and/or video through the following link: https://saccourt-ca-gov.zoomgov.com/j/16113421868 SIP Address: 16113421868@sip.zoomgov.com (833) 568-8864 ID: 16113421868 Parties requesting services of a court reporter will need to arrange for private court reporter services at their own expense, pursuant to Government code §68086 and California Rules of Court, Rule 2.956. Requirements for requesting a court reporter are listed in the Policy for Official Reporter Pro Tempore available on the Sacramento Superior Court website at https://www.saccourt.ca.gov/court-reporters/docs/crtrp-6a.pdf.

Parties may contact Court- Approved Official Reporters Pro Tempore by utilizing the list of Court Approved Official Reporters Pro Tempore available at https://www.saccourt.ca.gov/court-reporters/docs/crtrp- 13.Pdf A Stipulation and Appointment of Official Reporter Pro Tempore (CV/E-206) is required to be signed by each party, the private court reporter, and the Judge prior to the hearing, if not using a reporter from the Court’s Approved Official Reporter Pro Tempore list. Once the form is signed it must be filed with the clerk.

If a litigant has been granted a fee waiver and requests a court reporter, the party must submit a Request for Court Reporter by a Party with a Fee Waiver (CV/E-211) and it must be filed with the clerk at least 10 days prior to the hearing or at the time the proceeding is scheduled if less than 10 days away. Once approved, the clerk will be forward the form to the Court Reporter’s Office and an official reporter will be provided

26CV001221: LEWIS vs H&S ENERGY, LLC, et al. 07/13/2026 Hearing on Motion to Compel Arbitration in Department 8D

TENTATIVE RULING

Defendants’ Notice of Motion does not provide notice of the Court’s tentative ruling system, as required by Local Rule 1.06(D). Defendants’ counsel is directed to contact opposing counsel forthwith to advise counsel of Local Rule 1.06 and the Court’s tentative ruling procedure. If Defendants’ counsel is unable to contact opposing counsel prior to the hearing, Defendants’ counsel shall be available at the hearing, in person or remotely (telephonically or by video conference via Zoom as stated in the introductory notice to today’s tentative rulings), in the event opposing counsel appears without following the procedures set forth in Local Rule 1.06(B).

Defendants HNS Energy Services, Inc., H&S Energy, LLC, Sal Hassan, Victor Hassan, and Amir Hassan’s (“Defendants”) Motion to Compel Arbitration of Plaintiff Matthew Lewis’ (“Plaintiff”) First Amended Complaint (“FAC”) is ruled upon as follows.

Factual Background

This action arises out of Plaintiff’s employment by Defendants. (FAC, ¶ 18.) Plaintiff alleges that he was hired to work “in a high-level environmental compliance role in Defendants’ fuel storage and distribution business.” (Id., ¶ 2.) Plaintiff alleges that his hiring was related to a permanent injunction entered in Solano County Superior Court. (Id., ¶ 14.) The permanent injunction required, inter alia, Defendants to hire and retain an Environmental Compliance Manager, with no less than five years of verifiable applicable training and experience, to conduct a biyearly audit/inspection of Defendants’ facilities and submit a written report. (Id., ¶ 15-17.) Defendants hired Plaintiff specifically to ensure compliance with the Solano County Superior Court’s order. (Id., ¶ 18.)

In this position, Plaintiff raised a number of concerns, including expired/suspended licenses, individuals performing work without required licenses, out-of-scope work, unqualified work/workers, illegal conduct, and lack of credentialed auditors. (Id., ¶¶ 22- 29, 31, 32.) Defendants terminated Plaintiff’s employment on December 10, 2025. (Id., ¶ 33.) Plaintiff believes that his termination occurred in retaliation for Plaintiff raising his concerns with Defendants and for refusing to engage in illegal activity. (Ibid.)

Plaintiff’s FAC alleges causes of action, on behalf of himself, for: (1) whistleblower retaliation; (2) wrongful termination in violation of public policy; (3) unfair competition; (4) intentional infliction of emotional distress; (5) negligent infliction of emotional distress; and (6) breach of contract. Plaintiff’s prayer for relief seeks damages, civil penalties, punitive damages, fees and costs, interest, reinstatement, and all other relief the Court deems appropriate and just. (Id., at Prayer for Relief and Judgment.)

SUPERIOR COURT OF CALIFORNIA COUNTY OF SACRAMENTO

26CV001221: LEWIS vs H&S ENERGY, LLC, et al. 07/13/2026 Hearing on Motion to Compel Arbitration in Department 8D

Defendants contend that as part of his employment, Plaintiff entered into a document entitled “dispute resolution provision,” (“Arbitration Agreement”) with C-Store Services, Inc. which states in relevant part:

This Agreement sets forth the procedures that you and C-Store Services, Inc. (the “Company”) mutually agree must be used to resolve any and all “Covered Disputes” arising out of or related to your employment with the Company or its termination. Covered Disputes will be resolved by final and binding arbitration and not by a court or jury.

(Szysko Decl., ¶ 3, Ex. A, p. 1.)

Defendants argue that Plaintiff is bound to this agreement, regardless of the fact that C- Store Services, Inc. is not named as a defendant, as the Arbitration Agreement states:

For the purposes of this Agreement, Covered Disputes include disputes both between you and the Company, or between you and any other Company employee or any parent, subsidiary, affiliated or related entity of the Company, as well as against owners, directors, officers, members, shareholders, managers, employees, agents, contractors, attorneys, benefits plan administrators and insurers of the Company or of its parent, subsidiary, affiliated or client entities, regardless of who initiates the claim. The agreement to arbitrate claims also applies to any claims against any person or entity who you allege to be a joint employer with the Company.

(Ibid.)

Defendants move to compel arbitration of Plaintiff’s claims and staying the matter pending arbitration. Plaintiff opposes.

The Court grants Plaintiff’s request for judicial notice, filed on July 2, 2026, for purposes appropriate for judicial notice (Evid. Code § 453, subd. (a); Johnson & Johnson v. Superior Court (2011) 192 Cal.App.4th 757, 768 [court may take judicial notice of the existence of court documents but not the truth of the statements contained therein].)

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 (2000) 24 Cal.4th 83, 96-100, 114; Gatton v. T-Mobile USA (2007) 152 Cal.App.4th 571,

SUPERIOR COURT OF CALIFORNIA COUNTY OF SACRAMENTO

26CV001221: LEWIS vs H&S ENERGY, LLC, et al. 07/13/2026 Hearing on Motion to Compel Arbitration in Department 8D

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.) The court's role under the FAA is limited to “determining (1) whether a valid agreement to arbitrate exists and, it if does, (2) whether the agreement encompasses the dispute at issue.” (Chiron Corp. v. Ortho Diagnostic Systems, Inc. (9th Cir. 2000) 207 F.3d 1126, 1130.)

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

SUPERIOR COURT OF CALIFORNIA COUNTY OF SACRAMENTO

26CV001221: LEWIS vs H&S ENERGY, LLC, et al. 07/13/2026 Hearing on Motion to Compel Arbitration in Department 8D

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.)

“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 (Gamboa) (2021) 72 Cal.App.5th 158, 164.) “However, the burden of production may shift in a three-step process.” (Id. at p. 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. (Ibid.; Cal.

Rules of Court, Rule 3.1330.) “For this step, ‘it is not necessary to follow the normal procedures of document authentication.’” (Ibid., 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. (Ibid.) If the opposing party meets its burden, the moving party must then offer admissible evidence to demonstrate the arbitration agreement is valid. (Ibid.)

Normal principles of contract interpretation apply to the interpretation of contractual arbitration provisions. Included among these is the long-accepted rule that ambiguities in an arbitration agreement, as in any other type of contract, must be interpreted against the drafting party. Interpretation of ambiguous provisions requires application of the canons of construction - such as resolving ambiguities against the drafter. (Victoria v. Superior Court (1985) 40 Cal.3d 734, 739, 745-747.)

Discussion

Plaintiff argues that Defendants’ motion to compel should be denied because Defendants have failed to establish the formation of a valid agreement, the Arbitration Agreement is unconscionable, and Defendants have waived enforcement of the agreement.

Existence of a Valid Agreement

Plaintiff argues that no valid arbitration agreement exists because Plaintiff entered into a written employment agreement on or around January 26, 2023, well before executing the Arbitration Agreement on February 4, 2023; while Plaintiff’s employment agreement stated that an arbitration agreement was attached, Defendants failed to attach the agreement. Plaintiff further relies on the terms of the employment agreement, which states that it “constituted the complete agreement between Plaintiff and the Company regarding the subject matter set forth therein, and that the agreement could not be amended except by an express written agreement signed by both Plaintiff and a duly

SUPERIOR COURT OF CALIFORNIA COUNTY OF SACRAMENTO

26CV001221: LEWIS vs H&S ENERGY, LLC, et al. 07/13/2026 Hearing on Motion to Compel Arbitration in Department 8D

authorized agent of the Company.” (Opp., p. 2:7-10.)

“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, supra, 72 Cal.App.5th at p. 164.) The moving party also “bears the burden of producing 'prima facie evidence of a written agreement to arbitrate the controversy.'” (Id., at p. 165.) The moving party may meet this burden by attaching a copy of the agreement purporting to bear the opposing party's signature to the motion or petition. (Ibid.) “For this step, 'it is not necessary to follow the normal procedures of document authentication.'” (Ibid.) “If the moving party meets its initial prima facie burden and the opposing party disputes the agreement, then in the second step, the opposing party bears the burden of producing evidence to challenge the authentication of the agreement. [Citation.]

The opposing party can do this in several ways. For example, the opposing party may testify under oath or declare under penalty of perjury that the party never saw or does not remember seeing the agreement, or that the party never signed or does not remember signing the agreement. [Citations.] If the opposing party meets its initial burden of producing evidence, then in the third step, the moving party must establish with admissible evidence a valid arbitration agreement between the parties.” (Ibid.)

Third Party Beneficiary Doctrine

Defendants have demonstrated the existence of an arbitration agreement between C- Store Services, Inc. and Plaintiff. (See 3, Ex. A.) Defendants argue that “C-Store Services, Inc. is a payroll entity that was created to pay employees at H&S retail locations,” and thus Defendant H&S Energy, LLC is an affiliated entity for the purposes of the Arbitration Agreement. (Mtn., p. 12:1-2; Szysko Decl., ¶ 15.) Defendant HNS Energy Services, Inc. is another payroll entity which paid Plaintiff for at least some portion of this employment.

With respect to the individual defendants, Sal Hassan, Victor Hassan, and Amir Hassan, Defendants argue that Defendants Sal Hassan and Victor Hassan are owners and/or officers of C-Store Services, Inc., as well as Defendant HNS Energy Services, Inc. and Defendant H&S Energy, LLC; and that all three are “owners and/or officers of at least one of C-Store Services, Inc. and/or the H&S Defendants.” (Mtn., p. 12:14-15.)

Defendants further argue that Plaintiff’s claims against each defendant is “founded in and inextricably intertwined with,” the claims against each other Defendant. (Mtn., p. 12:24-26 [citing Molecular Analytical Sys v. Ciphergen Biosystems, Inc. (2010) 186 Cal.App.4th 696, 714].)

Nonsignatories generally may not compel contractual arbitration. (JSM Tuscany, LLC v.

SUPERIOR COURT OF CALIFORNIA COUNTY OF SACRAMENTO

26CV001221: LEWIS vs H&S ENERGY, LLC, et al. 07/13/2026 Hearing on Motion to Compel Arbitration in Department 8D

Superior Court (2011) 193 Cal.App.4th 1222, 1236-1237.) However, certain exceptions exist, and nonsignatories may enforce an arbitration provision if they can show some basis for extending the agreement to them under state contract law. (Westlye v. Look Sports, Inc. (1993) 17 Cal.App.4th 1715, 1728; Arthur Andersen LLP v. Carlisle (2009) 556 U.S. 624, 631.) Under California law, a nonsignatory may enforce an arbitration agreement pursuant to a third-party beneficiary theory. (See, e.g., Thornton v. Career Training Center, Inc. (2005) 128 Cal.App.4th 116.) Nonsignatories may also enforce arbitration agreements through the doctrine of equitable estoppel. (See, e.g., Molecular Analytical Systems v. Ciphergen Biosystems, Inc. (2010 186 Cal.App.4th 696 [claims asserted against nonsignatory “intimately intertwined” with contract containing arbitration clause.])

“A third party beneficiary is someone who may enforce a contract because the contract is made expressly for his benefit.” (Jensen v. U-Haul Co. of California (2017) 18 Cal.App.5th 295, 301; see also Civ. Code, § 1559 [“A contract, made expressly for the benefit of a third person, may be enforced by him at any time before the parties thereto rescind it.”].) A person who “only incidentally or remotely benefited” from a contract is not a third-party beneficiary. (Lucas v. Hamm (1961) 56 Cal.2d 583, 590.)

Thus, “the mere fact that a contract results in benefits to a third party does not render that party a third party beneficiary.” (Jensen, supra, 18 Cal.App.5th at p. 302.) Nor does knowledge that the third party may benefit from the contract suffice. (Goonewardene v. ADP, LLC (2019) 6 Cal.5th 817, 830.) Rather, the parties to the contract must have intended the third party to benefit. (Hess v. Ford Motor Co. (2002) 27 Cal.4th 516, 524 [putative third party’s rights under a contract are predicated upon the contracting parties’ intent to benefit it].)

To show the contracting parties intended to benefit a third party, the third party must show that, under the express terms of the contract at issue and any other relevant circumstances under which the contract was made: (1) “the third party would in fact benefit from the contract”; (2) “a motivating purpose of the contracting parties was to provide a benefit to the third party”; and (3) permitting the third party to enforce the contract “is consistent with the objectives of the contract and the reasonable expectations of the contracting parties.” (Goonewardene, supra, 6 Cal.5th at p. 830.) In this context, the question is whether the party seeking to compel arbitration is a third party beneficiary of the arbitration clause itself.” (Soltero v. Precise Distribution, Inc. (2024) 102 Cal.App.5th 887, 898.)

As noted above, the Arbitration Agreement expressly states that the agreement applies to disputes between Plaintiff and “any parent, subsidiary, affiliated or related entity of the Company, as well as against owners, directors, officers, members, shareholders, managers, employees, agents, contractors, attorneys, benefits plan administrators and insurers of the Company or of its parent, subsidiary, affiliated or client entities.” (Szysko

SUPERIOR COURT OF CALIFORNIA COUNTY OF SACRAMENTO

26CV001221: LEWIS vs H&S ENERGY, LLC, et al. 07/13/2026 Hearing on Motion to Compel Arbitration in Department 8D

Decl., ¶ 3, Ex. A, p. 1. (emphasis added.) The Arbitration Agreement also applies to claims against parties alleged to be a “joint employer.” (Ibid.) The plain language of the contract demonstrates that Defendants in this case—to the extent included in the enumerated individuals bound by arbitration—were intended to benefit from the requirement of arbitration in the agreement, that this was the purpose of the “Dispute Resolution Agreement,” and that enforcement would be consistent with the objectives of the contract and the reasonable expectations of the contracting parties.

Further, Defendants present evidence that Defendant H&S Energy LLC is an affiliated or related entity of C-Store Services Inc., as it “is a payroll entity that was created to pay employees at H&S retail locations.” (Szysko Decl., ¶ 15.) Likewise, Defendants present evidence that Defendant HnS Energy Services, Inc. is also an affiliated or related entity as it is another payroll entity created after C-Store Services, Inc., which also paid Plaintiff later in his employment. (Szysko Decl., ¶ 16.) Defendants present evidence that Defendants Sal Hassan and Victor Hassan are owners and/or officers of C-Store Services, Inc., Defendant Sal Hassan is an owner and/or operator of HnS Energy Services, Inc., and Defendants Sal Hassan and Amir Hassan are office of Defendant H&S Energy, LLC. (Szysko Decl., ¶¶ 15-17.)

As such, the individual defendants are all either owners or officers of the Company or an affiliated entity. Moreover, the FAC alleges that all “Defendants were joint employers of Plaintiff.” (FAC ¶ 9.)

As the result of the plain and express language of the Arbitration Agreement, the Court finds that Defendants have established the existence of an arbitration agreement which applies to the claims brought by Plaintiff. To conclude otherwise would not be consistent with the objectives of the parties in entering into the agreement. The Arbitration Agreement makes no indication that it was intended to apply only to C-Store Services, Inc., and indeed, expressly includes the Defendants named in this litigation.

Failure to Attach Arbitration Agreement

Plaintiff argues that Defendants have failed to meet their initial burden, as the employment agreement was intended to be the controlling agreement between the parties. While it references an arbitration agreement sent with the offer letter, this agreement was not included in the attachments.

“Unless the parties clearly and unmistakably provide otherwise, the question of whether the parties agreed to arbitrate is to be decided by the court, not the arbitrator.” (Banc of California, National Assn. v. Superior Court (2021) 69 Cal.App.5th 357, 367; see Coinbase, Inc. v. Suski (2024) 602 U.S. 143, 152 [“where . . . parties have agreed to two contracts—one sending arbitrability disputes to arbitration, and the other either explicitly or implicitly sending arbitrability disputes to the courts—a court must decide which contract governs.”].) Normal principles of contract interpretation apply to the

SUPERIOR COURT OF CALIFORNIA COUNTY OF SACRAMENTO

26CV001221: LEWIS vs H&S ENERGY, LLC, et al. 07/13/2026 Hearing on Motion to Compel Arbitration in Department 8D

interpretation of contractual arbitration provisions. Included among these is the longaccepted rule that ambiguities in an arbitration agreement, as in any other type of contract, must be interpreted against the drafting party. Interpretation of ambiguous provisions requires application of the canons of construction - such as resolving ambiguities against the drafter. (Victoria v. Superior Court (1985) 40 Cal.3d 734, 739, 745-747.)

Plaintiff cites to Slaught v. Bencomo Roofing Co. (1994) 25 Cal.App.4th 744, 748-749 for the proposition that “the reference to the incorporated document must be clear and unequivocal and the terms of the incorporated document must be known or easily available to the contracting parties.” In Slaught, the Second District Court of Appeal found that the arbitration agreement was incorporated by reference, as the relevant underlying contract stated in clear language that the subcontractor was bound by the terms of the contract documents. The court explained that “[t]he reference to the incorporated document must be clear and unequivocal and the terms of the incorporated document must be known or easily available to the contracting parties.” (Id., at p. 748.)

Here, Defendants rely not on an arbitration agreement which was incorporated by reference in an agreement between the parties, but a separate agreement which appears to have been signed digitally by Plaintiff. Plaintiff cites to no authority which would persuade the Court that the failure to include an attachment to an agreement prevents the parties from entering into a separate agreement on a later date. While the employment letter states that it “supersedes and replaces any prior agreements, representations, or understandings,” it provides no limitation to entering a separate agreement following signing of the employment agreement. (Lambdin Decl., ¶ 2, Ex. 1, p. 3.)

Plaintiff’s argument that the employment agreement “said the agreement could not be amended or modified except by an express written agreement signed by Plaintiff and a duly authorized agent of the Company” is not persuasive, as the employment states that changes to “the nature of [Plaintiff’s] employment” must be made by express agreement, specifically in reference to Plaintiff’s status as an at-will employee, not that any changes whatsoever required express agreement of such. Further, even to the extent that written agreement was required to change the terms of Plaintiff’s employment, the Arbitration Agreement, signed by Plaintiff, may constitute such a written agreement.

California Civil Code section 1642 requires courts to read multiple contracts together when they relate to the same matters, involve the same parties, and were made as parts of substantially one transaction. (Silva v. Cross Country Healthcare, Inc. (2025) 111 Cal.App.5th 1311, 1322.) Conflicts in contracts may be resolved by language indicating one of the contracts supersedes the other. (Id., at pp. 1325-1326.)

SUPERIOR COURT OF CALIFORNIA COUNTY OF SACRAMENTO

26CV001221: LEWIS vs H&S ENERGY, LLC, et al. 07/13/2026 Hearing on Motion to Compel Arbitration in Department 8D

In Banc of California, National Assn. v. Superior Court (2021) 69 Cal.App.5th 357, the Second District Court of Appeals found that where the parties entered into a subsequent agreement which contained an arbitration clause, the parties were not required to arbitrate claims which did not arise from the later of the agreements, as the first agreement did not specify that all claims would be subject to arbitration but rather contained a jurisdiction selection clause. (Id., at pp. 369-370.)

In contrast here, while the employment letter did not attach the employment agreement, it specifically referenced its existence, putting Plaintiff on notice. Plaintiff later signed the Arbitration Agreement, which appears consistent with the terms of the employment agreement. Plaintiff cites to no specific terms of the two agreements which are in conflict.

The Court finds that Defendants have met their initial burden to show a valid agreement between the parties. The Court further finds that the terms of the Arbitration Agreement are sufficiently broad to include claims pertaining to Plaintiff’s employment with Defendants.

Plaintiff’s Signing of the Arbitration Agreement

Plaintiff attests that he does not remember seeing, reviewing, or signing the Arbitration Agreement. (Lewis Decl., ¶ 25-28.) This declaration is sufficient by itself to shift the burden back to Defendants to establish a valid agreement via admissible evidence. Therefore, the burden shifts back to Defendants to “establish with admissible evidence a valid arbitration agreement between the parties.” (Gamboa, supra, 72 Cal.App.5th at p. 165.)

In Ruiz v. Moss Bros. Auto Group, Inc. (2014) 232 Cal.App.4th 836, the Fourth District Court of Appeal affirmed a trial court’s decision that the employer did not present sufficient evidence to support a finding that the employee, Ernesto Ruiz, electronically signed an arbitration agreement. The appellate court focused on Civil Code section 1633.9, which “addresses how a proponent of an electronic signature may authenticate the signature—that is, show the signature is, in fact, the signature of the person the proponent claims it is.” (Ruiz v.

Moss Bros. Auto Group, Inc., supra, 232 Cal.App.4th at 843.) The court examined Civil Code section 1633.9, subdivision (a), which states: “An electronic record or electronic signature is attributable to a person if it was the act of the person. The act of the person may be shown in any manner, including a showing of the efficacy of any security procedure applied to determine the person to which the electronic record or electronic signature was attributable.” (Ruiz, supra, at 843 (emphasis added).)

The court in Ruiz, supra, noted that the employer provided evidence that each

SUPERIOR COURT OF CALIFORNIA COUNTY OF SACRAMENTO

26CV001221: LEWIS vs H&S ENERGY, LLC, et al. 07/13/2026 Hearing on Motion to Compel Arbitration in Department 8D

employee is “required to log into the company's HR system, using his or her ‘unique login ID and password,’ to review and sign the employee acknowledgment form.” (Ibid., at 844.) But the employer seeking to compel arbitration “did not explain how, or upon what basis, she inferred that the electronic signature on the 2011 agreement was ‘the act of’ Ruiz. (Civ. Code, § 1633.9, subd. (a).) This left a critical gap in the evidence supporting the petition.” (Ibid.)

The court explained its reasons for finding that the employer’s declarant, business manager Mary K. Main, who was familiar with the generation and maintenance of employee personnel records, failed to meet the employer’s burden of proof as follows:

Indeed, Main did not explain that an electronic signature in the name of “Ernesto Zamora Ruiz” could only have been placed on the 2011 agreement (i.e., on the employee acknowledgement form) by a person using Ruiz's “unique login ID and password”; that the date and time printed next to the electronic signature indicated the date and time the electronic signature was made; that all Moss Bros. employees were required to use their unique login ID and password when they logged into the HR system and signed electronic forms and agreements; and the electronic signature on the 2011 agreement was, therefore, apparently made by Ruiz on September 21, 2011, at 11:47 a.m.

Rather than offer this or any other explanation of how she inferred the electronic signature on the 2011 agreement was the act of Ruiz, Main only offered her unsupported assertion that Ruiz was the person who electronically signed the 2011 agreement. In the face of Ruiz’s failure to recall electronically signing the 2011 agreement, the fact the 2011 agreement had an electronic signature on it in the name of Ruiz, and a date and time stamp for the signature, was insufficient to support a finding that the electronic signature was, in fact, “the act of” Ruiz. (Civ.

Code, § 1633.9, subd. (a).) For the same reason, the evidence was insufficient to support a finding that the electronic signature was what Moss Bros. claimed it was: the electronic signature of Ruiz. (Evid. Code, § 1400, item (a).) This was not a difficult evidentiary burden to meet, but it was not met here.

(Ruiz, supra, at p. 844.)

In Espejo v. Southern California Permanente Medical Group (2016) 246 Cal.App.4th 1047, the Second District Court of Appeal reversed a lower court’s denial of a petition to compel arbitration. The court found that the employer’s supplemental declaration “offered the critical factual connection that the declarations in Ruiz lacked.” (Espejo v. Southern California Permanente Medical Group, supra, 246 Cal.App.4th 1047, 1062.) That supplemental declaration detailed the employer’s “security precautions regarding transmission and use of an applicant’s unique username and password, as well as the steps an applicant would have to take to place his or her name on the signature line of

SUPERIOR COURT OF CALIFORNIA COUNTY OF SACRAMENTO

26CV001221: LEWIS vs H&S ENERGY, LLC, et al. 07/13/2026 Hearing on Motion to Compel Arbitration in Department 8D

the employment agreement and the [Dispute Resolution Procedure].” (Ibid.)

The declarant supporting the petition to compel arbitration concluded that the plaintiff’s name “`could have only been placed on the signature pages of the employment agreement and the DRP by someone using Dr. Espejo’s unique user name and password. [¶] Given this process for signing documents and protecting the privacy of the information with unique and private user names and passwords, the electronic signature was made by Dr. Espejo’ on the employment agreement and the DRP at the date, time, and IP address listed on the documents.” (Ibid.) The Court of Appeal concluded: “These details satisfactorily meet the requirements articulated in Ruiz and establish that the electronic signature on the DRP was ‘the act of’ Espejo (Civ. Code, § 1633.9, subd. (a)), and therefore provide the necessary factual details to properly authenticate the document. [footnote omitted]” (Ibid.)

In this case, in support of the authenticity of Plaintiff’s signature on the Arbitration Agreement, Defendants present the declaration of Nicolas Szysko, the Safety and Compliance Manager for Defendant HnS Energy Services, Inc. (Id., ¶ 1.) Mr. Szysko has worked for Defendant HnS Energy Services, Inc. since 2021, and is familiar with the onboarding process, including with respect to Plaintiff’s hiring.

Mr. Szysko attests that after Plaintiff accepted the offer of employment, Defendant H&S Energy, LLC created an ADP profile for Plaintiff. (Szysko Decl., ¶ 4.) Plaintiff then received a link via email, prompting him to access his ADP profile, which required Plaintiff to provide his unique associate ID. (Id., ¶ 5.) Plaintiff created his own password, logged in, and was required to confirm his identity by providing personal identifying information, such as a social security number. (Id., ¶¶ 5-8.) Only Plaintiff could log into his profile with his unique username and password. (Id., ¶ 7.) After the profile was confirmed, Plaintiff electronically signed the Arbitration Agreement, which was stored in the profile and could be accessed by Plaintiff at any time. (Id., ¶¶ 9-11.)

In opposition to the motion to compel arbitration, Plaintiff’s declaration does not refute any of the details about the security and credentialing requirements used by Defendants to protect, secure and verify Plaintiff’s employment documents, including the arbitration agreement. Plaintiff did not object to Mr. Szysko’s declaration.

In the present case, the declaration of Mr. Szysko does what the Court of Appeal in Ruiz, supra, found that the declarant did not do. Mr. Szysko explained that the electronic signature by Plaintiff could only have been signed by Plaintiff, as he was required to verify his identity in creating an account.

The Court therefore finds that, based on the evidence provided to the Court, the electronic signature on the arbitration agreement was “the act of” Plaintiff and that Mr.

SUPERIOR COURT OF CALIFORNIA COUNTY OF SACRAMENTO

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Szysko’s declaration provided the necessary factual details to properly authenticate the document. (Civ. Code, § 1633.9, subd. (a).).

Unconscionability

Plaintiff argues that the arbitration agreement is unenforceable because they are procedurally and substantively unconscionable.

The Court may refuse to enforce any contract determined to be unconscionable. (Civil Code, § 1670.5.) “One common formulation of unconscionability is that it refers to ‘an absence of meaningful choice on the part of one of the parties together with contract terms which are unreasonably favorable to the other party.’ ” (Sonic-Calabasas A, Inc. v. Moreno (2013) 57 Cal.4th 1109, 1133.) “As that formulation implicitly recognizes, the doctrine of unconscionability has both a procedural and a substantive element, the former focusing on oppression or surprise due to unequal bargaining power, the latter on overly harsh or one-sided results.” (Ibid.) “Although both must appear for a court to invalidate a contract or one of its individual terms [citations]; they need not be present in the same degree: '[T]he more substantively oppressive the contract term, the less evidence of procedural unconscionability is required to come to the conclusion that the term is unenforceable, and vice versa.” (Roman v.

Super. Ct. (2009) 172 Cal.App.4th 1462, 1469 [quoting Armendariz v. Foundation Health Psychare Services, Inc. (2000) 24 Cal.4th 83, 114]; accord Baltazar v. Forever 21, Inc. (2016) 62 Cal.4th 1237, 1243- 1244.)

Procedural Unconscionability

Plaintiff argues that the arbitration agreement is procedurally unconscionable because it is a contract of adhesion, and therefore oppressive; he had already signed the employment agreement, without an arbitration agreement and was not informed that arbitration was optional; and because Plaintiff was not given the opportunity to consult with outside counsel.

“‘Procedural unconscionability’ concerns the manner in which the contract was negotiated and the circumstances of the parties at that time. [Citation.] It focuses on factors of oppression and surprise.” (Kinney v. United Healthcare Servs. (1999) 70 Cal.App.4th 1322, 1329.) “The oppression component arises from an inequality of bargaining power of the parties to the contract and an absence of real negotiation or a meaningful choice on the part of the weaker party.” (Ibid.) “Surprise involves the extent to which the terms of the bargain are hidden in a ‘prolix printed form’ drafted by a party in a superior bargaining position.” (Roman, supra, 172 Cal.App.4th at 1469 [internal quotation marks and citations omitted].)

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“There are degrees of procedural unconscionability. At one end of the spectrum are contracts that have been freely negotiated by roughly equal parties, in which there is no procedural unconscionability.” (Baltazar, supra, 62 Cal.4th at 1244 [internal quotation marks and citations omitted].) “Contracts of adhesion that involve surprise or other sharp practices lie on the other end of the spectrum.” (Ibid. [internal quotation marks and citations omitted].) “Ordinary contracts of adhesion, although they are indispensable facts of modern life that are generally enforced [citation], contain a degree of procedural unconscionability even without any notable surprises, and 'bear within them the clear danger of oppression and overreaching.’” (Baltazar, supra, 62 Cal.4th at 1244.)

The Court agrees the arbitration agreement automatically has at least some degree of procedural unconscionability since it was a contract of adhesion, presented as part of an employment agreement. However, the adhesive aspect of an agreement is not dispositive. The Court must also look to whether there is any other indication of oppression or surprise. (Peng v. First Republic Bank (2013) 219 Cal. App. 4th 1462, 1470.)

Plaintiff should have been on notice of the existence of an arbitration agreement, as the result of the reference to such in his employment agreement. However, as noted by Plaintiff, at the time he signed his employment agreement, he would not have been on notice of the language of the agreement, nor the fact that it would extend to numerous other entities and individuals. Plaintiff further presents no evidence which tends to show procedural unconscionability in the signing of the Arbitration Agreement.

The Court finds there to be a degree of procedural unconscionability as the result of the failure to attach the Arbitration Agreement. However, as Plaintiff later was given the agreement as well as time to review it before he signed, the degree of procedural unconscionably remains relatively low. On its own, the procedural unconscionability is not so severe as to render the agreement unenforceable.

Substantive Unconscionability

Plaintiff argues that the Arbitration Agreement is substantive unconscionability because: (1) the agreement is unfairly broad, including claims against all Defendants, as well as their “parents, subsidiaries, affiliates, related entities, owners, officers, managers, employees, agents, contractors, attorneys, insurers, client entities, and alleged joint employers”; (2) the agreement “imposed court-like procedures that make arbitration more burdensome”; (3) the cost provision is unclear; and (4) the agreement “threatens statutory and public remedies.”

“The unconscionability doctrine ensures that contracts, particularly contracts of adhesion, do not impose terms that have been variously described as ‘overly harsh’

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[citation], ‘unduly oppressive’ [citation], ‘so one-sided as to 'shock the conscience’ [citation], or 'unfairly one- sided.’” (Sonic-Calabasas A, Inc. v. Moreno (2013) 57 Cal.4th 1109, 1145 [internal citations omitted].) “These formulations ‘all mean the same thing.’” (Davis v. Kozak (2020) 53 Cal.App.5th 897, 910.) “Unconscionable terms ‘impair the integrity of the bargaining process or otherwise contravene the public interest or public policy’ or attempt to impermissibly alter fundamental legal duties.” (OTO, L.L.C. v.

Kho, supra, 8 Cal.5th at p. 130.) Such terms “may include fine-print terms, unreasonably or unexpectedly harsh terms regarding price or other central aspects of the transaction, and terms that undermine the nondrafting party's reasonable expectations.” (Ibid.) “Substantive unconscionability focuses on the actual terms of the agreement and evaluates whether they create overly harsh or one-sided results [citations], that is, whether contractual provisions reallocate risks in an objectively unreasonable or unexpected manner. [Citation.]” (Roman, supra, 172 Cal.App.4th at 1469-1470 [internal quotation marks omitted].)

Overbreadth

Plaintiff argues that the Arbitration Agreement is overbroad, extending arbitration rights to a broad range of “ill-defined” non-signatories, thus rendering the agreement unconscionable. Plaintiff cites to Cook v. University of Southern California (2024) 102 Cal.App.5th 312 for the proposition that such broad language contributes to substantive unconscionability.

“Arbitration agreements must have ‘a modicum of bilaterality.’” (Armendariz, supra, 24 Cal.4th at p. 119.) An arbitration agreement may not require “one contracting party, but not the other, to arbitrate all claims arising out of the same transaction or occurrence or series of transactions or occurrences.” (Id., at p. 120.) “Given the disadvantages that may exist for plaintiffs arbitrating disputes, it is unfairly one-sided for an employer with superior bargaining power to impose arbitration on the employee as plaintiff but not to accept such limitations when it seeks to prosecute a claim against the employee, without at least some reasonable justification for such one-sidedness based on ‘business realities’ If the arbitration system established by the employer is indeed fair, then the employer as well as the employee should be willing to submit claims to arbitration.

Without reasonable justification for this lack of mutuality, arbitration appears less as a forum for neutral dispute resolution and more as a means of maximizing employer advantage. Arbitration was not intended for this purpose.” (Id., at pp. 117- 118.)

In Cook, the arbitration agreement in question provided that all claims would be resolved by arbitration, whether or not, said claims arose from the plaintiff’s employment. (Id., at p. 318.) The agreement included claims against any faculty or staff of defendant, as well as any “related entities.” With respect to “related entities” the Cook

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court found the agreement to be unconscionable to the extent that said related entities were entitled to arbitration of the plaintiff’s claims against them, but plaintiff was not extended the same right. (Id., at p. 326-328.)

Here, unlike in Cook, the scope of the Arbitration Agreement is not “infinite,” but rather limited to claims “arising out of or related to” Plaintiff’s employment. The arbitration agreement in Cook specified that it would remain effective following the termination of the plaintiff’s employment, with respect to any claims against the defendant. (Id., pp. 318-319.) Further, the court in Cook specifically distinguished its ruling from precedent which did not contain language that all claims against defendant were governed by the agreement. In contrast to Cook, the Arbitration Agreement here provides that any and all disputed arising out of or relating to Plaintiff’s employment were to be resolved via arbitration, including those disputes between Plaintiff and related entities.

Plaintiff attempts to distinguish the instant matter from Ayala-Ventura v. Superior Court (2026) 119 Cal.App.5th 241, in which the court found that the at issue arbitration agreement was not substantively unconscionable in scope, as it identified the related entities which may enforce the agreement. However, in Ayala-Ventura, the primary issue pertaining to scope was not the related entities, but the question of whether the agreement included non-employment related claims. (Id., at p. 255-258.) As here, arbitration was limited to claims which arose from employment.

Given the mutuality of the agreement and the limited scope to claims arising out of Plaintiff’s employment, the Court finds no substantive unconscionability with respect to Plaintiff’s assertions of overbreadth.

Court-Like Procedures

Plaintiff argues that the Arbitration Agreement “incorporates extensive litigation procedures into arbitration, including California rules of pleading, demurrer rights, rules of evidence, motions for summary judgment, motions for judgment on the pleadings, judgment under Code of Civil Procedure section 631.8, and broad subpoena procedures.” (Opp., p. 10:21-24 [citing OTO, L.L.C. v. Kho (2019) 8 Cal. 5th 111.)

However, Plaintiff cites to no specific language in the Arbitration Agreement in support of this argument. Nor does he provide any evidence which would establish that such provisions would “increase cost, complexity, delay, and procedural disadvantage for an employee litigating against well-resourced corporate defendants and individual owners/officers.” (Id., at p. 11:2-3.) Further, as noted in OTO, L.L.C. v. Kho, “litigationlike procedures, on their own, are not necessarily so one-sided as to make an arbitration agreement unconscionable. We certainly do not now suggest that a system of statutory and common law carefully crafted to ensure fairness to both sides, and

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subject to continuous review, is per se unfair.” (OTO, L.L.C. v. Kho, supra, at p. 133.)

The Court finds that Plaintiff has not established that said litigation-like procedures are unconscionable.

Cost Provision

Plaintiff cites to Armendariz v. Foundation Health Psychcare Services, Inc. in support of his argument that an employer cannot require an employee to share in the costs of arbitration. (See Armendariz, supra, 24 Cal.4th 83.)

With respect to costs, the Arbitration Agreement states:

Where applicable law requires the Company to pay all arbitration fees and costs incurred in connection with the arbitration, including the arbitrator's fee, the Company will do so. Where applicable law does not so require, the fees and costs of arbitration will be apportioned between the parties by decision of the arbitrator applying applicable law.

(Szysko Decl., ¶ 3, Ex. A, p. 2.)

As occurred in Armendariz, the Court will “interpret the arbitration agreement in the present case as providing, consistent with the above, that the employer must bear the arbitration forum costs.”

Therefore, the lack of clarity is not sufficient ground for a finding of substantive unconscionability.

Statutory and Public Remedies

Finally, Plaintiff argues that his FAC “implicates broader public and environmental compliance issues” and that “Plaintiff seeks authority to amend the complaint to include PAGA claims.” (Opp., p. 11:22-24.)

As an initial matter, to the extent that Plaintiff seeks leave to amend his FAC through the opposition, this request is denied for failure to comply with California Rules of Court, rule 3.1324. The Court notes that Plaintiff has filed no motion for leave to amend his FAC. Further, the Court Arbitration Agreement states that the Parties “agree that any such PAGA claim will be severed and stayed pending resolution of claims that are arbitrable.” (Szysko Decl., ¶ 3, Ex. A, p. 3.) As such, with respect to a PAGA claim, the agreement is not unconscionable as it does not prevents Plaintiff from seeking public injunctive relief in any forum.

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However, the Court turns to the merits of the argument based on the allegations in the FAC. In McGill v. Citibank, N.A. (2017) 2 Cal.5th 945, a credit card account holder filed a putative class action, alleging causes of action under the CLRA, the UCL, and the false advertising law for deceptive practices relating to a “credit protector” insurance plan. The Supreme Court held that the arbitration clause was unenforceable because it purported to waive the statutory right to seek public injunctive relief. (Id. at 961.) The Supreme Court explained:

By definition, the public injunctive relief available under the UCL, the CLRA, and the false advertising law, as discussed in Broughton and Cruz, is primarily for the benefit of the general public. . . . Its evident purpose . . . is to remedy a public wrong, not to resolve a private dispute” . . ., and any benefit to the plaintiff requesting such relief likely . . . would be incidental to the general public benefit of enjoining such a practice. . . . Accordingly, the waiver in a predispute arbitration agreement of the right to seek public injunctive relief under these statutes would seriously compromise the public purposes the statutes were intended to serve.

(Id. [internal citations and quotations omitted].) “Relief that has the primary purpose or effect of redressing or preventing injury to an individual plaintiff—or to a group of individuals similarly situated to the plaintiff—does not constitute public injunctive relief.” (Ramsey v. Comcast Cable Communications, LLC (2023) 99 Cal.App.5th 197, 204–205 [quoting Broughton v. Cigna Healthplans (1999) 21 Cal.4th 1066, 1077].)

Recent California appellate court decisions have concluded that a complaint seeks public injunctive relief where relief seeks to enjoin future violations of California’s consumer protection statutes for all consumers. In Mejia, the Court rejected the assertion that the complaint—alleging claims under the CLRA, UCL, and FAL—sought a private injunction where the prayer did not limit the requested relief to only class members or some small group, encompassed consumers generally. (Mejia v. DACM Inc. (2020) 54 Cal.App.5th 691, 703-704.)

In Maldonado v. Fast Auto Loans, Inc., the appellate court concluded that a public injunction was pled for purposes of applying McGill where the requested injunction—arising out of alleged violations of the CLRA and UCL—'does not limit the requested remedies for only some class members, but rather encompasses all consumers and members of the public.” (Maldonado v. Fast Auto Loans, Inc. (2021) 60 Cal.App.5th 710, 721.) In Ramsey, the appellate court found that the complaint—alleging violations of the CLRA and UCL arising from representations of pricing and discounts—sought a public injunction where the injunction would benefit both subscribers and potential subscribers. (Ramsey, supra, 99 Cal.App.5th at p. 207.)

Likewise, in Kramer v. Coinbase, Inc. (2024) 105 Cal.App.5th 741, 749-750, the appellate court concluded that the Plaintiff—alleging violations of the

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CLRA, UCL, and FAL—brought a public injunction where the allegations asserted harm against the general public and sought an injunction to prohibit a business from engaging in deceptive conduct, not for plaintiff-specific injuries.

In this case, the only cause of action that mentions injunctive relief is the cause of action under the UCL. (FAC, ¶ 69.) The FAC “engaged in unlawful, unfair, and fraudulent business acts and practices by, among other things, violating and/or causing violations of laws and regulations governing UST monitoring and service work, permitting unqualified and/or improperly credentialed individuals to perform audits, inspections, installations, repairs, and certifications, violating contractor licensing requirements and operating under improper scope, and violating obligations imposed by the Injunction and related compliance programs.” (FAC, ¶ 66.)

The FAC further alleges that “Plaintiff suffered injury in fact and lost money or property as a result of Defendants’ unfair competition, including but not limited to loss of wages, compensation, and employment benefits caused by Defendants’ retaliatory termination of Plaintiff, and out-of-pocket losses associated with job transition, mitigation efforts, and the economic consequences of Defendants’ wrongful termination decision.” (FAC, ¶ 68.) In the sole paragraph mentioning injunctive relief, “Plaintiff seeks restitution and all other relief available under Business and Professions Code section 17203, including injunctive relief to the extent applicable to prevent ongoing unlawful practices and to restore money or property acquired by Defendants’ unfair competition.” Plaintiff’s allegation regarding injunctive relief does not specify to whom it seeks to restore money or property.

And, notably, in the Prayer for Relief, Plaintiff does not seek specify injunctive relief as a remedy sought, beyond “reinstatement,” presumably of his own position.[1] (FAC at Prayer for Relief.)

Based on the allegations in the FAC as well as the relief sought in the Prayer for Relief, it is not apparent to the Court that the FAC even alleges a claim for public injunctive relief. Rather, the allegations and the Prayer for Relief appear to be centered on plaintiff-specific injuries and plaintiff-specific relief. There are no class or representative claims asserted in the FAC. However, to the extent the Court broadly reads the allegations in Paragraph 68 to seek injunctive relief to prevent ongoing unlawful practices applicable to the public at large and to the extent such a claim is covered by the Arbitration Agreement, the Court finds that severance and a stay is the appropriate response.

The Arbitration Agreement provides that “[i]f any portion of this Agreement is deemed invalid, all remaining portions shall continue to be enforceable.” In McGill, the California Supreme Court recognized:

case law establishes that a stay of proceedings as to any inarbitrable claims is appropriate until arbitration of any arbitrable claims is concluded. (Cruz, supra, 30 Cal.4th at p. 320, 133 Cal.Rptr.2d 58, 66 P.3d 1157.)

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Thus, arbitration of claims the parties have agreed to arbitrate may proceed pursuant to whatever procedures the arbitration agreement specifies, unaffected by any subsequent proceedings made necessary by invalidation of the waiver regarding the public injunctive relief claims the parties did not agree to arbitrate. According to the high court, “ ‘piecemeal’ litigation” of claims the parties have agreed to arbitrate and claims they have not agreed to arbitrate is consistent with the FAA. (Dean Witter Reynolds Inc. v. Byrd (1985) 470 U.S. 213, 221, 105 S.Ct. 1238, 84 L.Ed.2d 158.)

(McGill, supra (2017) 2 Cal.5th at p. 966.) Moreover, with respect to severance, the California Supreme Court has clarified:

no bright-line rule requires a court to refuse enforcement if a contract has more than one unconscionable term. Likewise, a court is not required to sever or restrict an unconscionable term if an agreement has only a single such term. Instead, the appropriate inquiry is qualitative and accounts for each factor Armendariz identified. At the outset, a court should ask whether “the central purpose of the contract is tainted with illegality.” (Armendariz, supra, 24 Cal.4th at p. 124.) If so, the contract cannot be cured, and the court should refuse to enforce it.

If that is not the case, the court should go on to ask first, whether the contract's unconscionability can be cured purely through severance or restriction of its terms, or whether reformation by augmentation is necessary. (See Armendariz, supra, 24 Cal.4th at pp. 124–125.) If no “reformation is required,” the offending provision can be severed or limited, and “the rest of the arbitration agreement left intact,” then severance or restriction is the preferred course for provisions that are collateral to the agreement's main purpose. (Little v.

Auto Stiegler, Inc. (2003) 29 Cal.4th 1064, 1075 [130 Cal. Rptr. 2d 892, 63 P.3d 979]; see also Armendariz, at p. 124; Farrar, supra, 9 Cal.App.5th at p. 1275.) If the unconscionability cannot be cured by extirpating or limiting the offending provisions, but instead requires augmentation to cure the unconscionability, then the court should refuse to enforce the contract. (Mercuro, supra, 96 Cal.App.4th at p. 185; see id. at pp. 185–186.) Courts cannot “rewrite agreements and impose terms to which neither party has agreed.” (Sonic, supra, 57 Cal.4th at p. 1143.)

Even if a contract can be cured, the court should also ask whether the unconscionability should be cured through severance or restriction because the interests of justice would be furthered by such actions.

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(Armendariz, supra, 24 Cal.4th at p. 124.) This part of the inquiry focuses on whether mere severance of the unconscionable terms would function to condone an illegal scheme and whether the defects in the agreement indicate that the stronger party engaged in a systematic effort to impose arbitration on the weaker party not simply as an alternative to litigation, but to secure a forum that works to the stronger party's advantage. (Ibid.) If the answer to either question is yes, the court should refuse to enforce the agreement.

(Ramirez v. Charter Communications, Inc. (2024) 16 Cal.5th 478, 516-517.)

In this case, to the extent the Arbitration Agreement includes claims for public injunctive relief that cannot be arbitrated under McGill, the Court finds that central purpose of the contract is not tainted with illegality and that such a provision can be severed. The Court further finds that any such unconscionability should be severed when considering all the circumstances before it. [2]

Waiver

Plaintiff argues that Defendants have waived their right to arbitration by litigating the instant case. Plaintiff argues that Defendants have waived their arbitration rights because they filed an answer, engaged in meet-and-confer efforts regarding Plaintiff’s discovery requests, and repeatedly requested that Plaintiff stipulate to arbitration before filing the instant motion after 73 days of “active litigation.”

In 2024, the California Supreme Court abrogated the prior rule requiring a showing of prejudice to the party seeking to avoid arbitration to establish waiver of a right to arbitration. (Quach v. California Commerce Club, Inc. (2024) 16 Cal.5th 562, 569.) Nevertheless, Quach reaffirmed the following standards remain applicable to questions relating to waiver:

To establish waiver under generally applicable contract law, the party opposing enforcement of a contractual agreement must prove by clear and convincing evidence that the waiving party knew of the contractual right and intentionally relinquished or abandoned it. [Citations.] Under the clear and convincing evidence standard, the proponent of a fact must show that it is “highly probable” the fact is true. [Citation.] The waiving party's knowledge of the right may be “actual or constructive.” [Citation.] Its intentional relinquishment or abandonment of the right may be proved by evidence of words expressing an intent to relinquish the right or of conduct that is so inconsistent with an intent to enforce the contractual right as to lead a reasonable fact finder to conclude that the party had abandoned it. [Citations.] [¶] The waiver inquiry is exclusively focused on the

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waiving party's words or conduct; neither the effect of that conduct on the party seeking to avoid enforcement of the contractual right nor that party's subjective evaluation of the waiving party's intent is relevant.

(Quach, supra, 16 Cal.5th at pp. 584-585.)

The Court does not find that Defendants have acted inconsistently with an intent to enforce their contractual arbitration rights. Defendants’ attempts to obtain a stipulation from Plaintiff merely serve to demonstrate that Defendants have not intentionally relinquished or abandoned their rights to arbitration. Plaintiff has presented no further evidence in support of his argument that Defendants have waived their arbitration rights.

Accordingly, Plaintiff has not demonstrated with clear and convincing evidence that Plaintiff waived arbitration. (Quach, supra, 16 Cal.5th at pp. 584-585.)

Disposition

Accordingly, the motion to compel arbitration is GRANTED and the matter is ordered to arbitration as to all claims and causes of action, except to the extent Plaintiff seeks a public injunction under the UCL as set forth in ¶ 69. The matter is stayed pending the completion of 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] The Court further notes that the need or request for pubic injunctive relief is further

unclear, in light of the prior permanent injunction entered that Plaintiff alleges resulted in his hiring with Defendants. [2] To the extent that Plaintiff requests the Court’s order be narrowly tailored to “provide

that: (1) public injunctive relief is not waived; (2) any non-arbitrable public-injunction claim remains in this Court; (3) nothing in the order stays or impairs public agency investigations or enforcement proceedings; (4) nothing in the order impairs the Solano County Superior Court’s continuing jurisdiction over its Final Judgment and Permanent Injunction; and (5) Defendants remain obligated to preserve ESI and records concerning UST systems, alarms, shutdowns, safety circuits, electrical work, remote access, licensing, certifications, audits, inspections, regulatory communications, and Plaintiff’s protected activity,” the Court does not reach such a broad ruling. However, the Court notes that nothing in the instant ruling will limit Plaintiff’s rights under the law.