Padilla v. Connect Staffing Inc.

Defendants have not shown that the parties agreed to any “binding award” through mediation.

In fact, the cited “Dispute Resolution” provision also states only that “[t]he parties will first attempt in good faith to promptly resolve the Dispute by negotiations between such parties,” but “[i]f the Dispute has not been resolved by the disputing parties within 60 days after the disputing party’s notice, . . . either party may initiate mediation of the Dispute.” (ROA #30, Wettengel Decl., Exh. 1 [Versity I Operating Agreement], ¶¶ 13.4(a), (b), emphasis added.) Not only does the word “may” in the subparagraph (b) suggest that initiating mediation is optional, but subparagraph (c) then goes on to state that “if either party will not participate in a mediation, then the aggrieved party may file an appropriate action in any state . . . court located within the County of Orange in the State of California.” (Id. at ¶ 13.4(c).)

Therefore, the cited “Dispute Resolution” provision does not even itself require the parties to participate in mediation, much less provide for a court to compel the parties to mediate.

112 Padilla vs. Connect 1. Motion to Compel Arbitration (Connect Staffing) Staffing Inc.

2. Joinder (Evans Manufacturing) 3. Motion to Compel Arbitration (Bar Bakers) 2025-01524286 4. Case Management Conference

1. Defendant Connect Staffing Inc.’s Motion to Compel Arbitration

Defendant Connect Staffing Inc.’s motion to compel arbitration is GRANTED.

As an initial matter, Plaintiff does not dispute that the subject arbitration agreement is governed by the Federal Arbitration Act (FAA); that he has refused arbitration; and that the arbitration agreement applies to his individual claims alleged in this action. Plaintiff also does not contend that, if the Court orders Plaintiff to arbitrate his individual claims, that his class claims should not be dismissed.

Instead, Plaintiff contends only that (1) no valid arbitration agreement exists and (2) the arbitration agreement is procedurally and substantively unconscionable.

A. Existence of Valid Arbitration Agreement

Both the FAA and the California Arbitration Act (CAA) require the existence of a valid Arbitration Agreement before arbitration can be compelled. (See 9 U.S.C. § 2; Code Civ. Proc. [CCP], § 1281.2.) The court must order arbitration if it determines that an agreement to arbitrate the controversy exists. (CCP § 1281.2.)

The petitioner bears the initial burden of producing prima facie evidence of a written agreement to arbitrate the controversy, which can be satisfied either by setting forth the agreement’s provisions in the motion or by attaching to the motion a copy of the arbitration agreement purporting to bear the opposing party’s signature; “[f]or this step, it is not necessary to follow normal procedures of document authentication.” (Gamboa v. Northeast Community Clinic (2021) 72 Cal.App.5th 158, 165, internal quotes omitted, emphasis added; see also Cal. Rules of Court [CRC], rule 3.1330 [requiring same].)

Here, Connect satisfied its initial burden by producing a copy of the subject agreement via the declaration of Cima Johnson. (ROA #14, passim, Exh. A.) The agreement is contained in Connect’s employee handbook both in English and in Spanish. (Id., pp. 14-16 [English], 54-56 [Spanish].) Plaintiff’s purported signatures can be found on the “Handbook Receipt and Acknowledgment” page at the end of the exhibit, under both the English and Spanish versions of the acknowledgment. (Id. at p. 57.) Plaintiff’s objections to any failure by Connect to follow normal procedures of document authentication for this initial step are not well taken, particularly given Plaintiff’s own citation to Gamboa (see ROA #40, Opp., at p. 2).

The burden then shifts to the opposing party to produce evidence to challenge the authenticity of the agreement. (Gamboa, supra, 72 Cal.App.5th at p. 165.) “If the opposing party meets its burden of producing evidence, then in the third step, the moving party must establish with admissible evidence a valid arbitration agreement between the parties.” (Id. at pp. 166-167.)

The petitioner must satisfy their burden “by a preponderance of the evidence, while a party opposing the petition bears the burden of proving by a preponderance of the evidence any fact necessary to its defense. The trial court sits as the trier of fact, weighing all the affidavits, declarations, and other documentary evidence, and any oral testimony the court may receive at its discretion, to reach a final determination.” (Ruiz v. Moss Bros. Auto Group, Inc. (2014) 232 Cal.App.4th 836, 842, internal citations omitted.)

Here, in opposition, Plaintiff submitted his own declaration, attesting that he cannot read and/or write English” and “can write and speak layman Spanish but . . . cannot read or understand legal jargon Spanish”; that he is “100% that at time of onboarding or at any time working for Connect, [he] was not given over 50 pages of the Connect Employee Handbook to review, either in English or Spanish”; that he was “not given the full Connect Employee Handbook to review before signing any acknowledgment or employment paperwork”; that he was not told that “by signing any handbook receipt, acknowledgment, or employment paperwork, [he] was agreeing to arbitrate claims against Connect Staffing, Inc., Evans Manufacturing, LLC, Bar Bakers, LLC, or any other employer defendant”; that “[n]o one from Connect Staffing, Inc. explained to [him] that any document [he] signed contained an arbitration agreement or arbitration policy in the Connect Employee Handbook,” that “[he] was giving up my right to bring claims in court, [his] right to a jury trial, or [his] right to participate in a class, collective, representative, or PAGA action,” or that “any document [he] signed would prevent [him] from bringing claims in court against Evans Manufacturing, LLC”; and that he was “not given a meaningful opportunity to review any documents, being the Connect Employee Handbook and/or arbitration agreement, arbitration policy, . . . before signing documents” and “was not told that [he] could take any arbitration agreement, arbitration policy, or the Connect Employee Handbook home, ask an attorney to review it, or refuse to sign it without affecting [his] work assignment.” (ROA #44, passim.) In short, Plaintiff contends that he “did not knowingly or voluntarily agree to waive [his] right to have [his] claims heard in court, [his] right to a jury trial, or [his] right to participate in class, collective, representative, or PAGA claims.” (Id. at ¶ 22.)

In reply, Connect submitted the declaration of Nick Hinrichs, Connect’s Senior Operations Analyst with “ultimate responsibility for and oversight of Connect’s human resources functions for Connect’s operations in California.” (ROA #52, ¶ 2.) Hinrichs attested that he is “familiar with Connect’s history, business operations, hiring and employment practices, recordkeeping practices, and onboarding practices for new employees” and has “knowledge of the manner in which Connect hires and onboards employees and how Connect maintains and has maintained employee personnel files in the ordinary course of business”; when applying for employment with Connect, Padilla provided his email address, which is “required to set up an account to complete onboarding documents electronically, and the email address becomes the username associated with that employee’s account”; that when Padilla was offered employment, he “was sent onboarding documents, including the Connect Employee Handbook, via a secure link to Padilla’s employee portal account using Padilla's personal email address identified above”; that Connect used Adobe Acrobat Sign to send the handbook and obtain Padilla’s electronic signature; that “[g]iven the process described above for accessing and signing onboarding documents, and given Connect’s use of unique usemames and passwords associated with an employee’s email address, the electronic signature appearing on Padilla’s Handbook Receipt and Acknowledgment could only have been placed on that document by someone using the unique usemame and password associated with Padilla’s employee account.” (Id., passim.)

The Court has weighed all the declarations and documentary evidence and finds that Connect has satisfied its burden of demonstrating the existence of a valid arbitration agreement between the parties by a preponderance of the evidence. The Court finds that Plaintiff received and signed the handbook electronically.

Plaintiff contends that because Plaintiff signed only a “Handbook Receipt and Acknowledgment,” and not a “standalone” arbitration agreement with its own signature line, Plaintiff did not assent to an arbitration agreement. (See, e.g., Opp., pp. 3 [“the purported arbitration provision appears only within the body of an unsigned handbook, and the only document bearing any alleged signature is a generic acknowledgment page that has no signature for the arbitration, but certification of acknowledging ‘at will’ employment,” so “[i]t is obvious that this signature certification is not for the arbitration agreement, but only for ‘at will’ employment”], 4 [the arbitration agreement “appears within the body of the Connect Staffing Employee Handbook, at pages 54 through 56,” and “[t]hat document contains no signature line, no employee name, no date, and no initials”]; 5 [“an acknowledgment of receipt of policies is not equivalent to assent to arbitration disputes”].) In short, Plaintiff contends that “an employee handbook, standing alone, does not constitute a binding contract.” (Id. at p. 5.)

This argument fails. In 24 Hour Fitness, Inc. v. Super. Ct. (1998) 66 Cal.App.4th 1199, the court found that a valid arbitration agreement existed where an employee had signed a “Certificate of Acknowledgment Of Receipt & Reading The Personnel Handbook” that explicitly referred to the handbook’s section on arbitration and that stated, “I also read and specifically agree that if there is any dispute arising out of my employment as described in the section called ‘Arbitration of Disputes’ in the handbook, I will submit it exclusively to binding and final arbitration according to the procedures outlined in the ‘Employment Arbitration Procedures Manual.’” (Id. at p. 1205 & fn. 1; see also Nghiem v.

NEC Electronic, Inc. (9th Cir. 1994) 25 F.3d 1437, 1439-1440, internal quotes & ellipses omitted [“While the FAA requires a writing, it does not require that the writing be signed by the parties,” and “an agreement to arbitrate an issue need not be express; it may be implied from the conduct of the parties”].)

The acknowledgment form here is similar in that it explicitly states: “I further understand and agree that I am bound by the provisions of the Handbook, particularly the provision relating to the mandatory, binding arbitration of any wage and contract clain1s arising out of my employment. I understand that by agreeing to arbitration, I am waiving the right to a trial by jury of the matters covered by the ‘Arbitration’ provisions of the Handbook, with exception to enumerated types of claims.” (ROA #14, Exh. A, p. 57.)

Moreover, none of the cases Plaintiff cites are applicable here: Mitri v. Arnel Management Co. (2007) 157 Cal.App.4th 1164; Romo v. Y-3 Holdings, Inc. (2021) 87 Cal.App.5th 1110; Esparza v. Sand & Sea, Inc. (2016) 2 Cal.App.5th 781; and Flores v. Nature’s Best Distribution (2016) 7 Cal.App.5th 1. (Opp. at p. 6.) Although each of these cases involved an arbitration agreement contained within an employee handbook, all of the cases are nevertheless factually distinguishable.

Mitri involved an arbitration provision that explicitly stated “[e]mployees will be provided a copy of their signed arbitration agreement,” but “[t]here [wa]s no ‘signed arbitration agreement.’” (Mitri, supra, 2 Cal.App.4th at p. 1168.) Moreover, the signed acknowledgment form did not mention the arbitration agreement in any way and specified only that the employee’s “signature acknowledges that [the employee] ha[s] read and understood the statements above as well as the contents of the Handbook, and will direct any questions to my supervisor or the Director of Human Resources.” (Id.)

Likewise, in Romo, the handbook included a “MUTUAL AGREEMENT TO ARBITRATE CLAIMS” in Section VIII, which “contains lines for dates and signatures of the employee and the employer, neither of which is signed or dated.” (Romo, supra, 87 Cal.App.4th at pp. 1155-1156.) The “EMPLOYEE ACKNOWLEDGMENT” that was signed did not mention the arbitration provision in any way. (Id. at p. 1156.)

Here, in contrast to both Mitri and Romo, the arbitration agreement does not specify that a separate “signed arbitration agreement” exists or will be provided. Moreover, the signed acknowledgment form expressly specifies that signing the form represents agreement to the arbitration provisions, as quoted above. (ROA #14, Exh. A, p. 57.)

As for Esparza, the handbook at issue there expressly stated on the first page, “this handbook is not intended to be a contract (express or implied), nor is it intended to otherwise create any legally enforceable obligations on the part of the Company or its employees.” (Esparza, supra, 2 Cal.App.5th at p. 783.) No such statement appears in the handbook at issue here. Also, in Esparza, the acknowledgment form mentioned the arbitration provision as “one of the ‘policies, practices, and procedures’ of the company,” but “did not state that the employee agreed to the arbitration provision, and expressly recognized that the employee had not read the handbook at the time she signed the form.” (Id.) Here, as explained above, the acknowledgment form expressly stated that by signing, the employee would be bound by the arbitration provisions of the handbook.

Finally, as for Flores, that case is inapposite because it involved wholly different facts involving an ambiguous agreement that did not identify or define the employer and failed to define which disputes would be subject to arbitration before the AAA versus through the grievance and arbitration procedure contained in a separate collective bargaining agreement. (Flores, supra, 7 Cal.App.5th at pp. 9-10.) Accordingly, the court in Fores could not “conclude that the parties reached agreement.” (Id. at p. 11.) No such ambiguities exist in the instant case.

Therefore, the Court finds that a valid arbitration agreement exists. The remainder of Plaintiff’s arguments will be addressed in the next section, as they relate to unconscionability.

B. Unconscionability

Unconscionability has both a procedural and a substantive element: The procedural element focuses on the existence of “oppression or surprise due to unequal bargaining power,” and the substantive element focuses on “overly harsh or one-sided results.” (Armendariz v. Foundation Health Psychcare Services, Inc. (2000) 24 Cal.4th 83, 114, internal quotes omitted.) For unconscionability to render an agreement or clause unenforceable, both procedural and substantive unconscionability must be present—but “they need not be present in the same degree.” (Id.) A “sliding scale” applies such that “the 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.” (Id.)

The party opposing arbitration bears the burden of proving an unconscionability defense. (Prima Donna Development Corp. v. Wells Fargo Bank, N.A. (2019) 42 Cal.App.5th 22, 42.)

i. Procedural Unconscionability

“Procedural unconscionability concerns the manner in which the contract was negotiated and the circumstances of the parties at that time. It focuses on the factors of oppression and surprise. 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.” (Kinney v. United HealthCare Services, Inc. (1999) 70 Cal.App.4th 1322, 1329, internal quotes & citations omitted.) “‘Surprise’ involves the extent to which the supposedly agreed-upon terms of the bargain are hidden in a prolix printed form drafted by the party seeking to enforce the disputed terms.” (A & M Produce Co. v. FMC Corp. (1982) 135 Cal.App.3d 473, 486.)

Here, Plaintiff contends that the circumstances of the contract’s formation involved oppression and surprise because the arbitration agreement was presented in the context of an adhesive employment relationship; no one explained the arbitration provisions to Plaintiff and Plaintiff did not have a meaningful opportunity to review it; the agreement was buried within a 59- page employee handbook; and Plaintiff was not provided with the JAMS rules. (Opp., pp. 7-10.)

a. Contract of Adhesion and Oppression

Where an arbitration agreement is “imposed on employees as a condition of employment and there was no opportunity to negotiate,” there is “little dispute” that the arbitration agreement is “adhesive.” (Armendariz, supra, 24 Cal.4th at pp. 114-115; see also id. at p. 113 [defining “contract of adhesion” as “a standardized contract, which[is] imposed and drafted by the party of superior bargaining strength, relegates to the subscribing party only the opportunity to adhere to the contract or reject it”].)

However, “the adhesive nature of a contract is one factor the courts may consider in determining the degree of procedural unconscionability.” (Carmona v. Lincoln Millennium Car Wash, Inc. (2014) 226 Cal.App.4th 74, 84, fn. 4.) Moreover, the “adhesive aspect of an agreement is not dispositive,” as overall enforceability still depends on the “sliding scale” analysis of procedural and substantive unconscionability. (Serpa v. Cal. Surety Investigations, Inc. (2013) 215 Cal.App.4th 695, 704; see also Graham v. Scissor-Tail, Inc. (1981) 28 Cal.3d 807, 817 [contracts of adhesion are “an inevitable fact of life for all citizens”].)

Here, Plaintiff has shown a minimal degree of procedural unconscionability due to the adhesive nature of the agreement. As for Plaintiff’s claim that Connect did not explain the arbitration provisions and that Plaintiff had no opportunity to review the agreement, the Court finds Plaintiff’s evidence to be lacking on these points. Plaintiff’s declaration does not describe in detail the circumstances under which Connect provided him with the handbook and agreement for signature, including any time pressure placed on Plaintiff.

Also, the handbook itself states on the very first page: “It is your responsibility and obligation to understand this Handbook and its policies. If there is a policy that you do not understand, please ask the Connect Staffing Branch Manager for clarification. This Handbook contains an arbitration requirement for both you and Connect Staffing, Inc. that waives your right to a trial by jury.” (ROA #14, Exh. A, p. 1.) Plaintiff has not attested to asking for any clarification or being refused an opportunity to ask questions.

Therefore, Plaintiff has shown a minimal degree of procedural unconscionability due to the adhesive nature of the agreement.

b. Suprise

Surprise occurs when “the allegedly unconscionable provision is hidden within a prolix printed form.” (OTO, L.L.C. v. Kho (2019) 8 Cal.5th 111, 126, internal quotes omitted.)

Here, the arbitration provisions were indeed buried within a 59-page document. However, the Court finds that the arbitrations were not hidden in a way that results in surprise sufficient to support a finding of procedural unconscionability. Again, the very first, cover page of the handbook states: “This Handbook contains an arbitration requirement for both you and Connect Staffing, Inc. that waives your right to trial by jury.” (ROA #14, Exh. A, p. 1.) Although the handbook is lengthy, it includes a table of contents that expressly identifies the Arbitration Policy as being located on page 14, with a Spanish version located on page 54. (Id. at pp. i, iii.)

Both pages 14 and 54 include title headings that identify them as setting forth the arbitration provisions. (Id. at pp. 14, 54.) The arbitration provisions are not printed in smaller font. (Id. at pp. 14-16, 54-56.) And, as discussed above, the Handbook Receipt and Acknowledgment form also expressly state in the first paragraph: “I further understand and agree that I am bound by the provisions of the Handbook, particularly the provision relating to the mandatory, binding arbitration of any wage and contract clain1s arising out of my employment.

I understand that by agreeing to arbitration, I am waiving the right to a trial by jury of the matters covered by the ‘Arbitration’ provisions of the Handbook, with exception to enumerated types of claims.” (Id. at p. 57.)

Plaintiff also contends that he was not provided with a copy of the JAMS rules. (Opp., p. 8.) However, the arbitration provisions explicitly state: “Copies of the JAMS rules and policies are available at http://www.jamsadr.com.” (ROA #14, Exh. A., p. 14.)

To the extent that Plaintiff also contends that no one at Connect explained the arbitration provisions to him and that he did not read or understand the handbook (Opp. at pp. 7-9), these arguments go to the element of surprise, given that the contract is one of adhesion (Bruni v. Didion (2008) 160 Cal.App.4th 1272, 1290-1291, internal quotes & citations omitted [“The general rule that one who signs an instrument may not avoid the impact of its terms on the ground that he failed to read the instrument before signing it . . . does not apply to an adhesion contract,” but instead, “failure to read the contract helps establish actual surprise”]).

However, as noted above, the first, cover page of the handbook expressly explains that “[t]his Handbook contains an arbitration requirement for both you and Connect Staffing, Inc. that waives your right to trial by jury” and expressly states that “[i]f there is a policy that you do not understand, please ask the Connect Staffing Branch Manager for clarification.” (ROA #14, Exh. A, p. 1.) The acknowledgment form Plaintiff signed also expressly called out the arbitration agreement and explained that it means Plaintiff is “waiving the right to a jury trial.” (Id. at p. 57.)

Therefore, the Court does not find that the agreement is procedurally unconscionable due to surprise.

ii. Substantive Unconscionability

“Substantive unconscionability pertains to the fairness of an agreement’s actual terms and to assessments of whether they are overly harsh or onesided.” (Hayden v. Elegance at Dublin (2023) 97 Cal.App.5th 1280, 1287, internal quotes omitted.) “[T]he central idea [is] that unconscionability doctrine is concerned not with a simple old-fashioned bad bargain, but with terms that are unreasonably favorable to the more powerful party.” (Sanchez v. Valencia Holding Co., LLC (2015) 61 Cal.4th 899, 910-911, internal quotes & citations omitted [also confirming that “overly harsh,” “unduly oppressive,” “so one-sided as to shock the conscience,” and “unfairly one sided” all point to this same “central idea”].)

Unconscionable terms include those that “contravene the public interest or public policy” or “terms . . . that attempt to alter in an impermissible manner fundamental duties otherwise imposed by the law.” (Id. at p. 911.)

“The paramount consideration in assessing conscionability is mutuality.” (Alberto v. Cambrian Homecare (2023) 91 Cal.App.5th 482, 492, internal quotes, brackets, & ellipses omitted.) But “a contract can provide a margin of safety that provides the party with superior bargaining strength a type of extra protection for which it has a legitimate commercial need without being unconscionable.” (Sanchez, supra, 61 Cal.4th at p. 912, internal quotes omitted, quoting Armendariz, supra, 24 Cal.4th at p. 117.) “[W]here no meaningful choice was exercised upon entering the contract, the test is whether the terms are so extreme as to appear unconscionable according to the mores and business practices of the time and place.” (Id., internal quotes omitted.)

Here, Plaintiff contends that the following provisions are substantively unconscionable: (1) Defendant’s unilateral right to amend the provisions of the Handbook; (2) the inclusion of a class and representative action waiver; and (3) the language addressing attorneys’ fees and cost allocations. (Opp., pp. 11-12.) None of these arguments are availing.

First, although the acknowledgment form generally provides that Connect “has the right to amend, modify, rescind, delete, supplement or add to the provisions of this Handbook, as it deems appropriate from time to time in its sole and absolute discretion” (ROA #14, Exh. A, p. 57), the arbitration policy states more specifically that “[o]nly an officer of the Company may modify this policy in a signed writing and only as is necessary to make this policy enforceable under any federal, state, or local law or other applicable case law effective after the policy’s initial dissemination to its workforce” (id. at p. 16).

The Court finds that the arbitration policy’s statement governs the modification of the arbitration policy. In any case, neither the employer’s general and unilateral right to amend the Handbook’s provisions nor the limited prospective modification authority granted by the arbitration policy make the agreement illusory or otherwise unconscionable. (See Harris v. TAP Worldwide, LLC (2016) 248 Cal.App.4th 373, 385-390 [holding implied covenant of good faith and fair dealing saves the general, unilateral modification right, and finding unilateral modification authority not to be illusory when it is limited to modifications to conform with laws]; Serpa v.

Cal. Surety Investigations, Inc. (2013) 215 Cal.App.4th 695, 704- 708 [“the implied covenant of good faith and fair dealing is properly applied [to arbitration context] and saves this arbitration contract from being illusory . . . and thus unconscionable”].)

Second, as Plaintiff acknowledges, class waivers are enforceable, and Plaintiff cites no authority for his argument that because the class and representative action waiver states that PAGA “claims will be stayed (i.e., put on hold)” during the arbitration of individual claims (ROA #14, Exh. A, p. 15), “[t]his structure disproportionately benefits the employer by delaying representative enforcement actions” (Opp., p. 12.) To the contrary, when a court compels arbitration of claims subject to arbitration, staying nonarbitrable claims in the remaining action is exactly what Code of Civil Procedure section 1281.4 requires.

Third, Plaintiff incorrectly contends that the arbitration policy restricts or dilutes statutory fee-shifting rights. (Opp. at p. 12.) Instead, as Plaintiff acknowledges, the provision literally states “[e]ach party must pay its own attorneys’ fees in connection with the arbitration, and that the arbitrator may not award attorneys’ fees unless the claims involve a contract or statute that allows for attorneys’ fees to the prevailing party.” (ROA #14, Exh. A, pp. 14-15, emphasis added.)

Accordingly, the Court finds that the arbitration agreement here is not substantively unconscionable.

As Plaintiff has only demonstrated a minimal degree of procedural unconscionability, the Court finds that the agreement is not unconscionable but is valid and enforceable.

Accordingly, Plaintiff is ORDERED to arbitrate his individual claims against Connect, including Plaintiff’s individual PAGA claim against Connect. Plaintiff’s class claims against Connect are hereby DISMISSED pursuant to the class action waiver in the agreement. And the remainder of this action against Connect, i.e., Plaintiff’s representative PAGA claim, is STAYED until the arbitration is had pursuant to Code of Civil Procedure section 1281.4.

2. Defendant Evans Manufacturing, LLC’s Joinder

Defendant Evans Manufacturing, LLC’s motion for joinder in Defendant Connect Staffing Inc.’s motion to compel arbitration is GRANTED.

For the reasons stated above with respect to Connect’s motion, the Court finds that there exists a valid arbitration agreement between Connect and Plaintiff, and the agreement is enforceable and not unconscionable.

Evans contends that even though it is not a signatory to the arbitration agreement between Connect and Plaintiff, Plaintiff is equitably estopped from refusing to submit his claims against Evans to arbitration under that agreement because “the causes of action against the nonsignatory are intimately founded in and intertwined with the underlying contract obligations.” (ROA #30 [Mot. for Joinder], p. 3, internal quotes omitted.) In support, Evans points to Plaintiff’s complaint: “Plaintiff’s claims are all rooted in his employment with Connect and based on the same operative facts”; and Plaintiff’s complaint “fails to distinguish between the named defendants in any[]way.” (Id. at pp. 3-4.)

In opposition, Plaintiff’s entire argument is as follows:

Equitable estoppel applies only in narrow circumstances where the plaintiff’s claims are intimately founded in and intertwined with the underlying contract containing the arbitration clause. ([Goldman v. KPMG LLP (2009) 173 Cal.App.4th 209,] 217-218.) Here, Plaintiff’s claims are statutory wage-and-hour, UCL, and PAGA claims. They arise under California law, not under the Connect Employee Handbook.

Plaintiff does not sue to enforce the Connect Handbook. Plaintiff does not allege breach of the Connect Handbook. Plaintiff’s claims do not depend on any handbook provision. The fact that Plaintiff alleges claims against multiple employer defendants does not create arbitration consent. Joint employer allegations do not transform statutory Labor Code claims into contract claims.

(ROA #46 [Opp.], at p. 2.)

These arguments, however, have been rejected by California courts in Garcia v. Pexco, LLC (2017) 11 Cal.App.5th 782 and Gonzalez v. Nowhere Beverly Hills LLC (2024) 107 Cal.App.5th 111.

In Garcia, a plaintiff-employee filed a complaint against both the staffing agency and the client-employer, alleging that they were “joint employers.” (Garcia, supra, 11 Cal.App.5th at pp. 784-785, 788.) The trial court granted both defendants’ motion to compel arbitration under the arbitration agreement between plaintiff and the signatory staffing agency. (Id. at p. 785.) Plaintiff appealed the granting of the motion as to the non-signatory client-employer. (Id.) The appellate court affirmed, holding:

[A]ll of [plaintiff’s] claims are intimately founded in and intertwined with his employment relationship with [the signatory staffing agency defendant], which is governed by the employment agreement compelling arbitration. [Plaintiff] cannot avoid his obligation arising out of his employment relationship by framing his claims as merely statutory. On these facts, it is inequitable for the arbitration about [Plaintiff’s] assignment with [the client-employer defendant] to proceed with [the staffing agency], while preventing [the client- employer] from participating.

This is because [plaintiff’s] claims against [the client-employer] are rooted in his employment relationship with [the staffing agency], and the governing arbitration agreement expressly includes statutory wage and hour claims. [Plaintiff] does not distinguish between [defendants] in any way. All of [plaintiff]'s claims are based on the same facts alleged against [the staffing agency]. [Plaintiff] cannot attempt to link [the client- employer] to [the staffing agency] to hold it liable for alleged wage and hour claims, while at the same time arguing the arbitration provision only applies to [the staffing agency] and not [the client- employer]. [Plaintiff] agreed to arbitrate his wage and hour claims against his employer, and Garcia alleges [defendants] were his joint employers.

Because the arbitration agreement controls [plaintiff]'s employment, he is equitably estopped from refusing to arbitrate his claims with [the non-signatory client-employer].

(Id. at p. 787.)

Similarly, in Gonzalez, the court rejected the implication that “a complaint must expressly reference an agreement for the plaintiff’s claims to be intertwined with the underlying contractual obligation” because “[n]o authority or principle supports either the limitation or encouragement of misleading artful pleading.” (Gonzalez, supra, 107 Cal.App.5th at pp. 126- 127 [criticizing and refusing to follow Soltero v. Precise Distribution, Inc. (2024) 102 Cal.App.5th 887].)

Therefore, the Court concludes that Plaintiff may be compelled to arbitrate his claims against Evans under equitable estoppel principles based upon the Connect-Plaintiff arbitration agreement and Plaintiff’s allegations in the complaint.

Evans also contends that it is “an intended third-party beneficiary of the [Connect-Padilla] arbitration agreement.” (Mot. for Joinder at p. 4.) That is the entirety of Evans’s argument—with no citation to any supporting facts or evidence or law. (Id.) In reply, Evans cites one case, Macaulay v. Norlander (1992) 12 Cal.App.4th 1. (ROA #54, Reply, p. 4). But Macaulay addressed broker agreements and noted only that courts “have held that the introducing broker need not be named in the agreement” to be able to enforce the agreement as a third-party beneficiary. (Macaulay, 12 Cal.App.4th at p. 8.) Therefore, the Court concludes that Evans has failed to satisfy its burden of proof that it is entitled to enforce the Connect-Padilla agreement under a third-party beneficiary theory.

However, as explained above, the Court grants Evans’s motion for joinder in Connect’s motion to compel arbitration of Plaintiff’s claims based on equitable estoppel. Accordingly, Plaintiff is ORDERED to arbitrate his individual claims against Evans, including Plaintiff’s individual PAGA claim against Evans. Plaintiff’s class claims against Evans are hereby DISMISSED pursuant to the class action waiver in the agreement. And the remainder of this action against Evans, i.e., Plaintiff’s representative PAGA claim, is STAYED until the arbitration is had pursuant to Code of Civil Procedure section 1281.4.

3. Defendant Bar Bakers, LLC’s Motion to Compel Arbitration

Defendant Bar Bakers, LLC’s motion to compel arbitration is GRANTED.

Bar Bakers moves to compel arbitration under two different arbitration agreements: (1) the Connect-Padilla agreement discussed above with respect to Connect’s motion and Evans’s joinder; and (2) a separate arbitration agreement between Bar Bakers and Plaintiff.

A. Connect-Padilla Agreement

For the reasons stated above with respect to Connect’s motion, the Court finds that there exists a valid arbitration agreement between Connect and Plaintiff, and the agreement is enforceable and not unconscionable.

The Court also OVERRULES all of Plaintiff’s objections (ROA #76) to Johnson’s declaration filed in support of Bar Baker’s initial moving papers (ROA #24). As explained above in the Court’s ruling on Connect’s motion, while the petitioner bears the initial burden of producing prima facie evidence of a written agreement to arbitrate the controversy, this initial burden can be satisfied either by setting forth the agreement’s provisions in the motion or by attaching to the motion a copy of the arbitration agreement purporting to bear the opposing party’s signature; “[f]or this step, it is not necessary to follow normal procedures of document authentication.” (Gamboa, supra, 72 Cal.App.5th at p. 165, internal quotes omitted, emphasis added; see also Cal.

Rules of Court [CRC], rule 3.1330 [requiring same].) Thus, Plaintiff’s objections to any failure by Bar Bakers to follow normal procedures of document authentication for this initial step are not well taken, particularly given Plaintiff’s own citation to Gamboa.

Additionally, for the reasons stated above with respect to Evans’s joinder, the Court concludes that Plaintiff may be compelled to arbitrate his claims against Bar Bakers under equitable estoppel principles based upon the Connect-Plaintiff arbitration agreement and Plaintiff’s allegations in the complaint.

Although Plaintiff’s arguments in opposition to Bar Baker’s motion relating to equitable estoppel are slightly longer than Plaintiff’s arguments in opposition to Evans’s joinder, the crux of Plaintiff’s arguments remains the same: Plaintiff contends that equitable estoppel does not apply because Plaintiff’s “claims are not founded in, intertwined with, or dependent upon the Connect Handbook. They arise from independent statutory duties imposed by California law.” (ROA #70, Opp., at p. 8.) Plaintiff also contends—without explanation—that Garcia, supra, is “distinguishable because Plaintiff’s claims here do not seek to enforce any contractual right under the Connect Handbook and do not depend on the handbook’s terms.” (Id.)

However, as explained above in the Court’s ruling on Evans’s joinder, Garcia’s holding was based on the employee’s claims being rooted in his “employment relationship” with the staffing agency, not just the specific contract at issue. (Garcia, supra, 11 Cal.App.5th at p. 787, emphasis added.) Moreover, the Gonzalez court also rejected the implication that “a complaint must expressly reference an agreement for the plaintiff’s claims to be intertwined with the underlying contractual obligation” because “[n]o authority or principle supports either the limitation or encouragement of misleading artful pleading.” (Gonzalez, supra, 107 Cal.App.5th at pp. 126- 127.)

Therefore, Plaintiff’s arguments are unavailing.

Therefore, the Court concludes that Plaintiff may be compelled to arbitrate his claims against Evans under equitable estoppel principles based upon the Connect-Plaintiff arbitration agreement and Plaintiff’s allegations in the complaint.

B. Bar Bakers-Padilla Agreement

As to the separate Bar Bakers-Padilla agreement, as an initial matter, Plaintiff does not dispute that the subject arbitration agreement is governed by the Federal Arbitration Act (FAA); that he has refused arbitration; and that the arbitration agreement applies to his individual claims alleged in this action.

Instead, Plaintiff contends only that (1) no valid arbitration agreement exists; (2) the arbitration agreement is procedurally and substantively unconscionable; and (3) even if the Court orders Plaintiff to arbitrate his individual claims, his class claims should not be dismissed. None of these arguments are availing.

i. Existence of Valid Arbitration Agreement

On the existence of a valid arbitration agreement, the Court first finds that Bar Bakers satisfied its initial burden by producing a copy of the subject agreement via the declaration of Carlos Fernandez. (ROA #22, passim, Exhs. 1-2.) Both an English and a Spanish version of the agreement are provided, with Plaintiff’s purported signature appearing on the Spanish version. (Id. at Exh. 1 [English], 2 [Spanish].) Although Fernandez’s declaration initially stated that Plaintiff “was employed by Connect and placed to work for Bar Bakers from December 11, 2019 to December 12, 2019” (id. at ¶ 3), Fernandez later explained in his second declaration that this “reference to the December 2019 dates was an inadvertent clerical error” and that the actual dates are “December 13, 2023 to December 21, 2023” (ROA #80, ¶ 10).

Also, for the reasons stated above in this ruling on Bar Baker’s motion, the Court OVERRULES all of Plaintiff’s objections (ROA #75) to Fernandez’s first declaration filed in support of Bar Baker’s initial moving papers (ROA #22). Again, Plaintiff’s objections to any failure by Bar Bakers to follow normal procedures of document authentication for this initial step are not well taken, particularly given Plaintiff’s own citation to Gamboa, which holds that as part of the petitioner’s initial burden of producing prima facie evidence of a written agreement to arbitrate the controversy, “it is not necessary to follow normal procedures of document authentication.” (Gamboa, supra, 72 Cal.App.5th at p. 165, emphasis added.)

As explained above in the Court’s ruling on Connect’s motion, after the petitioner meets its initial burden, the burden then shifts to the opposing party to produce evidence to challenge the authenticity of the agreement. (Id. at p. 165.) “If the opposing party meets its burden of producing evidence, then in the third step, the moving party must establish with admissible evidence a valid arbitration agreement between the parties.” (Id. at pp. 166-167.)

The petitioner must satisfy their burden “by a preponderance of the evidence, while a party opposing the petition bears the burden of proving by a preponderance of the evidence any fact necessary to its defense. The trial court sits as the trier of fact, weighing all the affidavits, declarations, and other documentary evidence, and any oral testimony the court may receive at its discretion, to reach a final determination.” (Ruiz, supra, 232 Cal.App.4th at p. 842, internal citations omitted.)

Here, in opposition, Plaintiff submitted his own declaration, attesting that he cannot read and/or write English” and “can write and speak layman Spanish but . . . cannot read or understand legal jargon Spanish”; that he is “100% certain that at the time of onboarding or at any time working for my short employment with BAR BAKERS, LLC, [he] was not given this agreement, either in English or Spanish”; that “[n]o one from BAR BAKERS, LLC ever told [him] that [he] was to sign an arbitration agreement or that [he] had signed one” or that he “was giving up [his] right to bring claims in court, [his] right to a jury trial, or [his] right to participate in a class, collective, representative, or PAGA action”; that “[n]o one ever explained to [him] that any document [he] signed would prevent [him] from bringing claims in court against BAR BAKERS LLC”; that he “never signed any arbitration agreement with BAR BAKERS, LLC.” (ROA #74, ¶¶ 1-7.) In short, Plaintiff contends that he did not knowingly or voluntarily agree to waive [his] right to have [his] claims heard in court, [his] right to a jury trial, or [his] right to participate in class, collective, representative, or PAGA claims.” (Id. at ¶ 22.)

In reply, Bar Bakers submitted a second declaration by Fernandez, Bar Bakers’ Director of Human Resources with “ultimate responsibility for and oversight of Bar Bakers’ human resources operations.” (ROA #80, ¶ 2.) Fernandez attested that he is “familiar with the history, business operations, recordkeeping and onboarding practices for new workers placed with Bar Bakers,” as well as “knowledge of Connect Staffing, Inc. (‘Connect’) employees who are placed to work at Bar Bakers.” (Id. at ¶ 3.) Fernandez also attested that “[i]t is Bar Bakers’ standard business practice that on the first date a new Connect employee begins work at Bar Bakers, the new worker is required to complete Bar Bakers’ onboarding process, which includes the worker reviewing a digital copy of the Bar Bakers Arbitration Agreement in the worker’s primary language, and the worker physically signing the Bar Bakers Arbitration Agreement.

When workers are reviewing the digital version of the Bar Bakers Arbitration Agreement, it is Bar Bakers’ custom and standard business practice to be available to explain the contents of the document and answer any questions the worker may have about the document before the worker physically signs it. It is Bar Bakers’ standard business practice to maintain the signed copies of the Bar Bakers Arbitration Agreement in each worker’s file.” (Id. at ¶ 7.) Based on Fernandez’s review of the records maintained by Bar Bakers as to Padilla, Fernandez attested that he has “determined that Padilla received and signed the Spanish version of the Bar Bakers Arbitration Agreement in accordance with Bar Bakers' standard business practice on December 5, 2023, which was the first day she was assigned to work at Bar Bakers.” (Id. at ¶ 8.)

Fernandez also produced various other documents signed by Padilla on December 5, 2023 as part of the onboarding process. (Id. at ¶ 9, Exh. 3.)

The Court has weighed all the declarations and documentary evidence and finds that Bar Bakers has satisfied its burden of demonstrating the existence of a valid arbitration agreement between the parties by a preponderance of the evidence. The Court finds that Plaintiff received and signed the Bar Bakers-Padilla arbitration agreement.

ii. Unconscionability

The Court incorporates by reference here the general legal standards on unconscionability as set forth in the Court’s ruling on Connect’s motion.

a. Procedural Unconscionability

Here, Plaintiff has shown a minimal degree of procedural unconscionability due to the adhesive nature of the agreement.

As for Plaintiff’s claim that Bar Bakers did not explain the arbitration provisions and that Plaintiff had no meaningful opportunity to review the agreement or consult an attorney, or obtain the referenced arbitration rules, the Court finds Plaintiff’s evidence to be lacking on these points. Plaintiff’s declaration does not describe in detail the circumstances under which Bar Bakers provided him with the agreement for signature, including any time pressure placed on Plaintiff. Fernandez’s second declaration explains that “it is Bar Bakers’ custom and standard business practice to be available to explain the contents of the document and answer any questions the worker may have about the document before the worker physically signs it.” (ROA #80, ¶ 7.)

Plaintiff has not attested to asking for any clarification or being refused an opportunity to ask questions. To the extent Plaintiff disavows signing the agreement at all, the Court has already found that Plaintiff received and signed the agreement, so Plaintiff’s evidence is also unavailing on that front.

Therefore, Plaintiff has shown a minimal degree of procedural unconscionability due to the adhesive nature of the agreement.

b. Substantive Unconscionability

For the reasons stated above in the Court’s ruling on Connect’s motion, the Court also finds unavailing Plaintiff’s argument that the agreement is substantively unconscionable merely because it gives Bar Bakers “exclusive authority to modify its terms through the Director of Human Resources, while providing no corresponding right to the employee” (Opp. at p. 12). Like the Connect-Padilla arbitration agreement, the Bar Bakers-Padilla agreement provides that Bar Bakers’ right to modify is “only as necessary to make this agreement enforceable under any federal, state, or local law or other applicable case law effective after this agreement's initial dissemination to its workforce.” (ROA #88, Exh. 1, p. 5.) Such a provision does not make the agreement illusory or otherwise unconscionable. (See Harris, supra, 248 Cal.App.4th at pp. 385-390; Serpa, supra, 215 Cal.App.4th at pp. 704-708.)

As to Plaintiff’s argument that the Bar Bakers-Padilla agreement is unconscionable because it “purports to impose arbitration regardless of whether the employee signs or acknowledges receipt, based solely on acceptance or continued assignment” (Opp. at p. 12), Bar Bakers correctly points out in its reply that “this clause has no bearing here because Padilla actually signed the agreement” (ROA #78, Reply, at p. 7). In any case, Plaintiff’s argument lacks merit because “an agreement to arbitrate may be express or implied so long as it is written,” which “means that a party’s acceptance of an agreement to arbitrate may be express or implied-in-fact where, as here, the employee’s continued employment constitutes her acceptance of an agreement proposed by her employer.” (Harris, supra, 248 Cal.App.4th at pp. 383-384, internal quotes & citations omitted, emphasis added.)

Moreover, “[u]nder California law, assent to an offer can occur either by way of performance under the contract or the acceptance of consideration.” (Id. at p. 384.)

In addition to citing no legal authority in support of this last argument, Plaintiff also cites no authority when he contends that the following provisions are also substantively unconscionable: “In addition, the agreement delegates arbitrability, enforceability, and formation issues to the arbitrator; contains broad class, collective, representative, and PAGA waiver language; and provides that the English version controls any ambiguity in a translated version.” (Opp. at p. 12.) The Court need not consider Plaintiff’s undeveloped arguments. (See, e.g., Craddock v.

Kmart Corp. (2001) 89 Cal.App.4th 1300, 1307 [refusing to consider argument “so poorly articulated” where party does not develop stated proposition or cite authority for the proposition]; Badie v. Bank of America (1998) 67 Cal.App.4th 779, 784-785 [when a party “fails to raise a point, or asserts it but fails to support it with reasoned argument and citations to authority,” the point is “waived”]; Sprague v. Equifax, Inc. (1985) 166 Cal.App.3d 1012, 1050 [court is entitled to “the assistance of counsel.

Accordingly every brief should contain a legal argument with citation of authorities on the points made. If none is furnished on a particular point, the court may treat it as waived, and pass it without consideration.”].)

In any case, none of these provisions are unconscionable. First, “parties can agree to arbitrate ‘gateway’ questions of ‘arbitrability,’ such as whether the parties have agreed to arbitrate or whether their agreement covers a particular controversy.” (Aanderud. Super. Ct. (2017) 13 Cal.App.5th 880, 891, internal quotes omitted, quoting Rent-a-Center, West, Inc. v. Jackson (2010) 561 U.S. 63, 68-69.) Also, “[p]arties to an arbitration agreement may agree to delegate to the arbitrator, instead of a court, questions regarding the enforceability of the agreement.” (Tiri v.

Lucky Chances, Inc. (2014) 226 Cal.App.4th 231, 241.) Second, the Class, Collective, and Representative Action Waiver in the subject agreement provides for waiver only “[t]o the maximum extent permitted by law” (ROA #22, Exh. 1 at p. 2), so it is not so broad as to be unconscionable. Third, and finally, even though Plaintiff has apparently hired his own certified translator to translate “from English to Spanish” the Bar Baker-Padilla agreement (ROA #72, ¶¶ 2-3), Plaintiff has produced no evidence that Bar Baker’s Spanish version of the agreement is somehow inaccurate or otherwise contains any ambiguities such that the “English controls” term is implicated.

In any case, even if this term were substantively unconscionable, the agreement provides for severance of any “invalid, void, or unenforceable” terms. (ROA #22, Exh. 1 at p. 5.)

Accordingly, the Court finds that the Bar Bakers-Padilla arbitration agreement is not substantively unconscionable.

As Plaintiff has only demonstrated a minimal degree of procedural unconscionability, the Court finds that the agreement is not unconscionable but is valid and enforceable.

iii. Enforceability of Class Waiver

Plaintiff’s opposition additional contends that “Defendant’s request to dismiss Plaintiff’s class claims should be denied.” (Opp. at p. 12.) The only reason Plaintiff gives for this argument is that “dismissal is improper because Defendant has not established a valid and enforceable arbitration agreement.” (Id. at pp. 12-13.) As the Court has already ruled that Defendant has established a valid and enforceable arbitration agreement, Plaintiff’s argument is unavailing.

Plaintiff also contends—again without any citation to authority or even any further explanation—that “[e]ven if the Court were inclined to compel any portion of Plaintiff’s claims to arbitration, dismissal of class claims would still be improper.” (Id. at p. 13.) Again, the Court need not consider Plaintiff’s undeveloped arguments. In any case, under the FAA, class action waivers are enforceable. (AT&T Mobility LLC v. Concepcion (2011) 563 U.S. 333, 352.)

Accordingly, Plaintiff is ORDERED to arbitrate his individual claims against Bar Bakers, including Plaintiff’s individual PAGA claim against Bar Bakers. Plaintiff’s class claims against Bar Bakers are hereby DISMISSED pursuant to the class action waiver in the agreement. And the remainder of this action against Bar Bakers, i.e., Plaintiff’s representative PAGA claim, is STAYED until the arbitration is had pursuant to Code of Civil Procedure section 1281.4.

3. CMC

The Scheduled CMC is vacated and an ADR review hearing is scheduled for April 8, 2027 at 9:30AM in Department CX102. The parties shall submit a joint status report 10 days in advance of the hearing.

Defendants Connect and Bar Bakers shall give notice of all of the rulings above.