Victor Otto Brooks v. Honor Home Care Services California, Inc.

2. Agreement to Arbitrate.

Since the existence of the agreement is a legal requirement for granting the motion, Defendant must prove its existence by a preponderance of the evidence. [Rosenthal v. Great Western Fin. Securities Corp. (1996) 14 Cal.4th 394, 413.] Furthermore, Defendant, as the moving party, bears the burden of establishing the authenticity of the signature on the arbitration agreement. [Garcia v. Stoneledge Furniture LLC (2024) 102 Cal.App.5th 41, 53.]

Plaintiff contests the enforceability of the delegation clause that requires the arbitrator, not the Court, to decide whether the Mutual Arbitration Agreement applies. Some cases hold that certain arbitration agreement delegation clauses are ambiguous due to inconsistent carve-out exceptions, indicating that both the court and the arbitrator were to decide their enforceability. [See, e.g., Mondragon v. Sunrun Inc. (2024) 101 Cal.App.5th 592, 608.] However, other cases have enforced delegation clauses with properly worded carve-out exceptions, making clear that the arbitrator is to decide all questions of enforceability, except those related to class, collective, and representative action waivers, which are preserved for the court. [See, e.g., Mohamed v. Uber Technologies, Inc. (9th Cir. 2016) 848 F.3d 1201, 1209.]

Defendant persuasively argues that the present arbitration agreement is distinguishable from Mondragon, 101 Cal.App.5th 592, and analogous to Mohamed, 848 F.3d 1201. There is no conflicting language in the delegation clause and agreement in this case. The Mutual Arbitration Agreement (“Agreement”) unequivocally states that the arbitrator decides enforceability, except for the Class and Collective Action Waiver. [Exh. B to Grayson Decl. at §§ 1, 3.] In any event, since Defendant has submitted this motion and requested that the Court compel enforcement of the Agreement, the Court will still evaluate and decide whether to compel the parties to arbitration.

It is undisputed that Plaintiff received and electronically signed the Signature Packet through HelloSign, including the Agreement. [Exhs. A and B to Grayson Decl.] Plaintiff claims he does not remember signing the document, but admits he did. [Plaintiff’s Decl. at ¶ 7.] This evidence is enough to establish the authenticity of the signature on the Agreement.

Defendant submits a copy of the Agreement, which is attached to the Offer Letter within the Signature Packet. [Exhs. A and B to Grayson Decl.] Plaintiff does not challenge the accuracy of this exhibit.

Section 2 of the Agreement sets forth the covered and excluded claims and disputes. [Exh. B to Grayson Decl. at § 2.] The Agreement expressly applies to all employment‐related claims, encompassing every claim pled in the operative complaint. [Ibid.] Further, the Agreement clearly allows either party to enforce it by requiring the other party to arbitrate disputes. [Ibid.] This demonstrates that Defendant has standing to enforce the arbitration clause against Plaintiff in this case.

Defendant has proffered sufficient evidence to show that Plaintiff entered into the Agreement, Plaintiff’s causes of action fall within the scope of the Agreement, and Defendant has standing to compel arbitration under the Agreement. Accordingly, Defendant has met its

burden to establish, by preponderance of the evidence, the existence of a valid and enforceable arbitration agreement.

3. Unconscionability.

Since Defendant has satisfied its burden of demonstrating an agreement to arbitrate the disputes, Plaintiff must then present a defense against enforcement by a preponderance of the evidence: “If the party opposing the petition raises a defense to enforcement ... that party bears the burden of producing evidence of, and proving by a preponderance of the evidence, any fact necessary to the defense.” [Iyere v. Wise Auto Group (2023) 87 Cal.App.5th 747, 754.]

Unconscionability is a “defense to enforcement of a contract [so] the party challenging the contract has the burden of proof.” [Fisher v. MoneyGram Internat., Inc., 66 Cal. App. 5th 1084, 1094.] Unconscionability is defined as “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.” [Id. at 1093.] It 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.] Both elements must be present, but courts assess them on a sliding scale: “the more substantively oppressive the contract terms, the less evidence of procedural unconscionability is required to conclude the terms are unenforceable, and vice versa.” [Iyere, 87 Cal.App.5th at 759.]

Plaintiff claims that the Agreement should not be enforced because it is both procedurally and substantively unconscionable.

a. Procedural Unconscionability.

Plaintiff argues that the Agreement is procedurally unconscionable because it is a contract of adhesion, contains issues with the opt-out clause, and he did not understand it. While the Agreement is a contract of adhesion because it was imposed on Plaintiff as a condition of employment, and there was no opportunity for him to negotiate [Plaintiff’s Decl. at ¶ 6; Armendariz v. Foundation Health Psychcare Services, Inc. (2000) 24 Cal.4th 83, 115], this alone is insufficient to render the agreement unconscionable.

Plaintiff takes issue with the opt-out clause. An opt-out clause does not protect an arbitration agreement from being deemed procedurally unconscionable. [Swain v. LaserAway Medical Group, Inc. (2020) 57 Cal.App.5th 59, 69.] Even if there is a procedure to opt out of an arbitration agreement, the contract might be procedurally unconscionable if there is not “an authentic informed choice” to enter into the arbitration agreement. [Haydon v. Elegance at Dublin (2023) 97 Cal.App.5th 1280, 1288-1289.] Here, the opt‐out clause was conspicuous, in bold, and not buried. [Exh. B at § 8.] Also, Plaintiff had multiple days to review documents [Grayson Decl. at ¶¶ 12-14], and his claim of being rushed is unsupported by evidence.

Plaintiff’s asserted lack of understanding does not invalidate assent. [See Brookwood v. Bank of America (1996) 45 Cal.App.4th 1667, 1674l; see also, generally, Stewart v. Preston Pipeline Inc. (2005) 134 Cal.App.4th 1565, 1589.] Therefore, to the extent Plaintiff claims that

he did not understand part of the Agreement, such as the opt-out procedure, this is insufficient to support his unconscionability defense.

Therefore, while he has shown that the Agreement is a contract of adhesion, Plaintiff has failed to show any other aspect of procedural unconscionability.

b. Substantive Unconscionability.

As to substantive unconscionability, Plaintiff relies on Cook v. U. of So. Cal. (2024) 102 Cal.App.5th 312, and argues that the Agreement is overbroad in scope, lacks mutuality, and would apply only to non-employment claims.

Plaintiff’s reliance on Cook is misplaced. Unlike Cook, the Agreement here covers only employment-related disputes. [Exh. B to Grayson Decl. at § 2 (covered claims include, “without limitation any dispute arising out of or related to Employee’s application, employment and/or separation of employment with [Company]”).] Also, the Agreement contains mutual obligations allowing either party to compel arbitration. [Ibid. (“This Agreement applies to a covered dispute that COMPANY may have against Employee or that Employee may have against COMPANY...”).]

Finally, Plaintiff’s indefinite duration argument is predicated on his false contention that the Agreement applies to all claims, including claims that are unrelated to employment. As previously explained, the Agreement at issue only applies to employmentrelated claims. [Ibid.] The fact that the Agreement is limited to employment-related disputes creates an inherent limitation on the Agreement’s duration and, therefore, is not substantively unconscionable. [Cocom v. ABM Aviation, Inc. (9th Cir. 2026) 179 F.4th 1168, 1178.]

c. Conclusion.

Plaintiff has failed to establish any defense to the enforcement of the Agreement, including unconscionability. The fact that the Agreement is a contract of adhesion, standing alone, is not enough to invalidate it.

Plaintiff further argues that the unlawful provisions cannot be severed because the unconscionability permeates the entire contract. Since Plaintiff has not shown unconscionability, the question of severance warrants no further discussion.

Accordingly, Defendant’s motion is GRANTED.

4. Dismissal of Class Claims.

It is undisputed that the Agreement includes a class action waiver. [Agreement, Exh. B to Grayson Decl. at § 1, 3.] Therefore, Plaintiff’s class action claims are DISMISSED.

5. Stay Request.

“If a court of competent jurisdiction, whether in this State or not, has ordered arbitration of a controversy which is an issue involved in an action or proceeding pending before a court of this State, the court in which such action or proceeding is pending shall, upon motion of a party

to such action or proceeding, stay the action or proceeding until an arbitration is had in accordance with the order to arbitrate or until such earlier time as the court specifies.” [Code Civ. Proc. § 1281.4.] Since the motion is granted, the request to stay the action is also GRANTED

Conclusion.

Defendant made a sufficient showing of a valid and enforceable agreement to arbitrate between the parties, and no defense to enforcement applies. Plaintiff has not established that the arbitration provision is so permeated with unconscionability that it cannot be enforced.

Accordingly, the motion is GRANTED. Plaintiff’s class action claims are DISMISSED. The matter is STAYED pending completion of arbitration. The matter is set for a Status Conference regarding the arbitration on December 1, 2026, at 9 a.m., in Department 14.

Defendant shall prepare the Proposed Order consistent with this Tentative Ruling.

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