MARKEVICS vs MWW GROUP LLC

26CV194159: MARKEVICS vs MWW GROUP LLC 07/28/2026 Hearing on Motion to Confirm Arbitration Award in Department 514

Tentative Ruling - 07/24/2026 Julie Wilensky

The Petition to Compel/Confirm/Vacate Arbitration filed by Loretta Markevics on is Granted.

The Motion to Vacate NOTICE OFMOTION ANDMOTION TO VACATE ARBITRATION AWARD OF RESPONDENTMWWGROUP, LLC filed by MWW Group LLC on 07/10/2026 is Denied.

On 6/15/2026, Loretta Markevics (“Markevics”) filed a petition to confirm an arbitration award issued by Yarsloav Stochynsky (“arbitrator”) on 6/2/2026, awarding Markevics a total of $838,918.71 against Respondent MWW Group, LLC’s (“MWW”). In response, MWW filed a motion to vacate the award. For the reasons discussed below, the motion to vacate is DENIED and the petition to confirm the award is GRANTED.

PROCEDURAL ISSUES

MWW argues the petition is procedurally defective because Markevics did not attach the Interim Award issued on 2/5/2026; the ruling on MWW’s Request for Clarification and Correction of Interim Award issued on 4/3/2026; or the Ruling on Bifurcated Issues (Attorney’s Fees, Costs, Interest, and Penalties) issued on 6/2/2026. Although the final award (attached to the petition to confirm as Attachment 8(c)) incorporates the prior rulings and states they are “attached as Exhibits,” they were not included with the petition. The Court agrees they are germane to the issues presented in MWW’s motion, but as the additional rulings were submitted with MWW’s motion and the Court has had the opportunity to review them, the Court declines to deny Markevics’ petition on this procedural ground. (See Hexom Decl. Exs. D-F.)

Timing of response. It appears that the parties stipulated to extend MWW’s time to respond to the petition. (Hexom Decl. ¶ 4.) MWW attempted to file its response and a cross-motion to vacate the award within the stipulated time period but its filings were rejected by the clerk for technical reasons. (Id. ¶ 6.) MWW filed a response to the petition on 7/8/2026, and on 7/10/2026, a motion to vacate the award. Markevics did not object to the timing of MWW’s filings, and the Court finds good cause to address MWW’s arguments on the merits.

Length of opening brief on motion to vacate. MWW’s original brief exceeded the statutory 15- page limit for motion filings by six pages. (See CRC 3.1113(d).) On 7/16/26, MWW filed and served an amended motion that conformed to the page limit under rule 3.1113. The Court has reviewed and considered the amended motion and Markevics’ opposition, and proceeds on the merits.

DISCUSSION

If apetition to confirm an arbitration award is filed, the court“shall confirm the award as made . . 26CV194159: MARKEVICS vs MWW GROUP LLC 07/28/2026 Hearing on Motion to Confirm Arbitration Award in Department 514. unless in accordance with this chapter it corrects the award and confirms it as corrected, vacates the award or dismisses the proceeding.”(Code Civ. Proc. (“CCP”) § 1286.)Thus, before confirming the award the Court must determine whether grounds exist to vacate or correct the award.

MWW argues that the Court should vacate the award under CCP section 1286.2, subdivision (a)(4), on the ground that the arbitrator exceeded his powers and the award cannot be corrected without affecting the merits of the decision, and subdivision (a)(6), on the ground that the arbitrator failed to timely disclose a disqualifying relationship with Markevics’ counsel. The Court addresses MWW’s arguments in turn.

Lack of Disclosure

The Court shall vacate the award if it determines that the arbitrator either “failed to disclose within the time required for disclosure a ground for disqualification of which the arbitrator was then aware,” or “was subject to disqualification upon grounds specified in Section 1281.91 but failed upon receipt of timely demand to disqualify himself or herself as required by that provision.” (CCP § 1286.2(a)(6).)

MWW argues the award should be vacated because the arbitrator failed to disclose that he lives in the same neighborhood as Markevics’ counsel. (See Hexom Decl. ¶ 3.) Petitioner’s counsel states that he and the arbitrator are not friends and do not socialize together; counsel’s firm never retained the arbitrator; and counsel was unaware of the proximity of their residences until AAA sent counsel a letter stating that the arbitrator lived nearby and apparently requesting hard copies of cases cited in Markevics brief. Counsel dropped off hard copies in the arbitrator’s mailbox without ringing his doorbell or speaking with the arbitrator. (Craigie Decl. ¶ 2.)

There is no evidence that the arbitrator or Petitioner’s counsel knew that they lived in the same neighborhood. These facts do not establish a disclosure obligation by the arbitrator or create a “reasonable impression of partiality.” The motion to vacate is denied to the extent it is based on subdivision (a)(6).

Arbitrator’s Authority

1.

Legal Standard

The Court shall vacate the award if it determines that the arbitrator exceeded his powers “and the award cannot be corrected without affecting the merits of the decision upon the controversy submitted.” (CCP § 1286.2(a)(4).)

The Court’s power is limited. “Courts are authorized to vacate an award if it was “(1) procured by corruption, fraud, or undue means; (2) issued by a corrupt arbitrator; (3) affected by prejudicial misconduct on the part of the arbitrator; or (4) in excess of the arbitrator’s powers.” (Cohen v. TNP 2008 Participating Notes Program, LLC (2019) 31 Cal.App.5th 840, 868.) “The

SUPERIOR COURT OF CALIFORNIA COUNTY OF ALAMEDA

26CV194159: MARKEVICS vs MWW GROUP LLC 07/28/2026 Hearing on Motion to Confirm Arbitration Award in Department 514 court may correct, as opposed to vacate, an award where ‘[t]here was an evident miscalculation of figures or an evident mistake,’ ‘[t]he arbitrators exceeded their powers but the award may be corrected without affecting the merits of the decision,’ or ‘[t]he award is imperfect in a matter of form, not affecting the merits of the controversy.’” (Ibid.)

“Arbitrators may exceed their powers when they act in a manner not authorized by the contract or by law, act without subject matter jurisdiction, decide an issue that was not submitted to arbitration, arbitrarily remake the contract, uphold an illegal contract, issue an award that violates a well-defined public policy, issue an award that violates a statutory right, fashion a remedy that is not rationally related to the contract, or select a remedy not authorized by law.” (Ibid.) “However, ‘[a]rbitrators do not ordinarily exceed their contractually created powers simply by reaching an erroneous conclusion on a contested issue of law or fact, and arbitral awards may not ordinarily be vacated because of such error.’” (Id. at 869.)

2. Underlying Dispute

The Court adopts the background facts set forth in the briefs and arbitration rulings. Markevics was an employee of MWW from 6/6/2023 to her termination on 12/20/2023. MWW’s Offer Letter included a $100,000 signing bonus, severance provisions, and an equity interest subject to the terms of the Offer Letter. Markevics executed the Offer Letter and an accompanying Protective Covenants Agreement containing an arbitration agreement.

After MWW terminated Markevics it sought the return of the $100,000 signing bonus. (Hexom Decl. Ex. J.) On or about 3/29/2024, MWW submitted a claim to AAA seeking damages for Markevics’ alleged failure to return the $100,000 signing bonus. (Hexom Decl. Ex. H.)

In response, Markevics filed a counterclaim seeking breach of contract damages (half of her base salary, or $200,000; a pro-rata portion of the signing bonus, or $50,000; unreimbursed business expenses; the value of 5 Class D Units of Holdings; interest, and attorneys’ fees under § 6(a) of the Protective Covenants Agreement); statutory penalties for failure to pay outstanding wages and reimburse business expenses; an accounting of the value of 50% of the Class D Units; and other relief. (Hexom Decl. Ex. I.)

3. Relevant Findings

a. Signing bonus. The arbitrator found that the Offer Letter is “clear and unambiguous that if Markevics’s employment was terminated for any reason prior to the one-year anniversary of commencement of her employment, the $100,000 would need to be repair within one month,” and it was “undisputed that her employment as terminated well before she had worked therefore one year and that she has not repaid it.” (Hexom Decl. Ex. D [“Interim Award”], 23.) The arbitrator awarded MWW $100,000 on its breach of contract claim but offset this amount by the severance awarded to Markevics. (See Pet. Att. 8(c).)

b. Severance. If Markevics was terminated without cause after six months, she was entitled to

SUPERIOR COURT OF CALIFORNIA COUNTY OF ALAMEDA

26CV194159: MARKEVICS vs MWW GROUP LLC 07/28/2026 Hearing on Motion to Confirm Arbitration Award in Department 514 severance as follows: “(a) the Base Salary then in effect when otherwise payable in accordance with the Company's then-existing payroll practices for a period of six (6) months following the termination date (the ‘Severance Period’), (b) a pro-rata portion of the annual bonus that you would have received for the calendar year of your termination when otherwise payable, and (c) an amount equal to the cost of COBRA continuation coverage for the Severance Period.” (Hexom Decl. Ex. H at Ex. A (Offer Letter).)

The arbitrator found, based on a preponderance of the evidence, that Markevics began working in early June 2023, well before the 7/1/2023 start date identified in the Offer Letter, and had therefore worked for MWW at least six months before the termination occurred. (Interim Award, pp. 24-25.) (In the 4/3/2026 Ruling on [MWW’s] Request for Clarification and Correction of Interim Award, the arbitrator confirmed Markevics’ start date as 6/6/2023. (Hexom Decl. Ex. E (“Clarification Ruling”), pp. 3-4.) The arbitrator awarded Markevics $200,000 in severance, representing 50 percent of Markevics’ annual base salary of $400,000. The Court finds no basis to conclude that the 6/6/2023 start date was “improper.”

The arbitrator also awarded Markevics $50,000 for the pro-rated bonus, but later reduced this amount to $0, noting he had made a numerical error in the Interim Award. (Id. at p. 2.)

MWW argues that the arbitrator exceeded his authority because he did not apply a contractual provision in the Offer Letter that made severance damages subject to the execution of a separation agreement and release. (Am. Mot. at p. 15.) But MWW cites no evidence that the arbitrator ignored the provision, that there was no executed separation agreement, or that MWW sought clarification on this issue (it is not addressed in the arbitrator’s Ruling on Clarification). (See Hexom Decl. Ex. E.)

“The remedy an arbitrator fashions does not exceed his or her powers if it bears a rational relationship to the underlying contract as interpreted, expressly or impliedly, by the arbitrator and to the breach of contract found, expressly or impliedly, by the arbitrator.” (Advanced Micro Devices, Inc. v. Intel Corp. (1994) 9 Cal.4th 362, 367.) The severance award bears a rational relationship to the contract as interpreted by the arbitrator. The Court declines to find that severance award exceeded the arbitrator’s power.

c. Equity. Upon commencement of employment, MWW granted Markevics a one percent equity interest in MWW Group Holding Company LLC (“Holdings”) in the form of 10 Class D Units and Holdings (i.e., the “Grant Agreement”). This grant was subject to the following terms:

Upon commencement of your employment with the Company, you will be granted an approximately 1 % equity interest in MWW Group Holding Company LLC ("Holdings") in the form of 10 Class D Units (the "Units"), pursuant to a Class D Units Grant Agreement between you and Holdings (the "Grant Agreement"). The Units will be subject to all of the terms of the Grant Agreement, including without limitation, a three- year cliff vesting schedule (i.e., 1/3 of the Units will vest on each of the first, second and third anniversary of your employment commencement date) and your agreement to

SUPERIOR COURT OF CALIFORNIA COUNTY OF ALAMEDA

26CV194159: MARKEVICS vs MWW GROUP LLC 07/28/2026 Hearing on Motion to Confirm Arbitration Award in Department 514 observe and comply with certain non-competition/non- solicitation /nonservicing covenants, and will be subject to the Amended and Restated Limited Liability Company Agreement of Holdings (the "Holdings LLC Agreement"). The Units are 4424068.6 026431-0001-000 MWW 000003 intended to be treated as a "profits interest" for United States federal income tax purposes and, accordingly, will be subject to an appropriate hurdle amount based upon the fair market value of Holdings as of the grant date.

Upon the sole discretion of the CEO, you may be granted additional equity interests on the same terms as above. The Grant Agreement will provide that upon a Sale of the Company (as defined therein), any unvested Units shall immediately vest provided that your employment with the Company continues through the closing of such sale. In addition, as further detailed in the Grant Agreement, (i) if the Company terminates your employment without Cause or you resign for Good Reason, 50% of any unvested Units will vest as of the date of termination or resignation; and (ii) if the Company terminates your employment for Cause, you resign without Good Reason or you breach any of your obligations under any agreement between you and the Company (or any of its affiliates), which breach is incurable or, if curable, has not been cured by you within fifteen (15) days following receipt of written notice of such breach, the Units, whether vested or not vested, shall be forfeited.

(Hexom Decl. Ex. H [MWW Statement of Claim, Ex. A thereto (Emp. Letter)].)

MWW argues that the arbitrator’s award of $396,420 in damages as compensation for promised equity participation exceeds the arbitrator’s authority because: (1) the arbitrator relied solely on the Offer Letter to the exclusion of other agreements (i.e., the Grant Agreement) that were referenced and incorporated into the Offer Letter; (2) the arbitrator misconstrued the breach/cure provision in the Offer Letter, noting the arbitrator’s finding that Markevics had violated the signing bonus return provision by failing to repay the $100,000 upon termination, and improperly ignored the forfeiture provision, effectively rewriting the Offer Letter; and (3) the arbitrator “ignored the various conditions to value the units” (such as the missing Grant Agreement) and uncontroverted testimony of valuation expert David Pryde, and instead relied on statements made by MWW CEO Michael Kempner during negotiations with Markevics and a valuation report that pertained to Class A, not Class D, units. (Am. Mot. at pp. 15-17.)

Regarding the terms of the Grant Agreement for the Class D units vis-à-vis the Offer Letter, the arbitrator found that MWW never provided Markevics with a Grant Agreement. (Interim Award, pp. 6, 9.) The arbitrator further concluded that the Offer Letter created an implied duty by MWW to provide Markevics with the Grant Agreement, and MWW could not rely on its failure to satisfy that duty to prevent Markevics from obtaining her equity interest; stated differently, the arbitrator found that MWW’s failure to provide the Grant Agreement was a breach of the implied covenant of good faith and fair dealing under the Offer Letter. (Interim Award at pp. 25-26.)

Regarding the forfeiture provision, the arbitrator concluded that Markevics’ failure to return the $100,000 signing bonus did not trigger the forfeiture provision because the signing bonus was not “in any way linked to MWW’s obligations to provide the Grant Deed and the promised

SUPERIOR COURT OF CALIFORNIA COUNTY OF ALAMEDA

26CV194159: MARKEVICS vs MWW GROUP LLC 07/28/2026 Hearing on Motion to Confirm Arbitration Award in Department 514 vested shares” under the equity provision; the arbitrator also found no evidence that MWW gave Markevics written notice of the alleged breach or an opportunity to cure. (Interim Award. p. 26.) In his Clarification ruling the arbitrator notice and cure provision in the Offer Letter “appears to apply to an employee who is at risk of being terminated for cause, which was not the case with Ms. Markevics.” (Clarification Ruling, p. 2.)

Regarding valuation, the arbitrator observed that MWW “resisted producing in discovery any documents constituting a valuation of MWW Holding on various grounds,” and chose not to have valuation expert David Pryde testify at hearing as to his opinion of the company’s value. (Interim Award, pp. 26-27.) Later, MWW asked the arbitrator to add another bifurcated phase to determine the value of Class D Shares with a jointly selected valuation expert; the arbitrator denied this request, noting that MWW had not made this request in any of its pleadings or prehearing briefs. (Interim Award, p. 27.)

The arbitrator found “ample evidence in the record” to determine the value of Markevics’ one percent interest based on CEO Kempner’s statement that the company was worth at least $120 million (which he deemed a supplement to the Offer Letter, though he erroneously cited CCP section 1956 instead of 1856 as legal authority for this conclusion); and a valuation report dated 5/4/2024 produced by MWW “to estimate the fair market value of a 100% equity interest” in MWW Holding. The arbitrator found by a preponderance of the evidence that Markevics’ one percent interest in MWW was worth $396,420, and awarded her this amount. (Interim Award, p. 28.)

These findings were reaffirmed in the Clarification Ruling.

The decision to award equity to Markevics bears a rational relationship to the contract, as interpreted by the arbitrator. (Intel Corp., 9 Cal.4th at 367.) The Court declines to find that the arbitrator’s findings or award remade the Offer Letter or establish any other basis to vacate the award in this respect.

d. Fees. The arbitrator conducted a bifurcated hearing regarding fees and costs. (See Interim Award, p. 30; see also Hexom Decl. Ex. F [Ruling on Bifurcated Issues (hereinafter, “Fee Ruling”)].) The relief sought in MWW’s claim included attorneys’ fees. Markevics’ counterclaim sought $298,562.50 in attorneys’ fees and $8,366.07 in costs incurred with her arbitration counsel (Craigie) and $6,930 in fees incurred with counsel who had advised her prior to the arbitration (O’Neill). (Hexom Decl.. Exs. H, I.)

In support of her fee request Markevics relied on section 11(f) of the Protective Covenants Agreement (“PCA”) which, together with the Offer Letter, comprised Markevics’ employment agreement with MWW. Section 11(f), which contained the binding arbitration provision, stated in relevant part, “The Parties hereby agree that the arbitrator may only award damages, attorneys' fees, costs and any other remedies available to the Parties under applicable law.” (See Pet. Att. 4(b).) Markevics argued that this provision, and (noting MWW’s fee request) the reciprocal language in Civil Code section 1717, entitled her to seek attorneys’ fees. Markevics also sought fees as a component of costs under CCP sections 1032 and 1033.5(a). (See Fee Ruling, pp. 2-3.)

MWW argued, at arbitration and in this motion, that Markevics is not entitled to fees because

SUPERIOR COURT OF CALIFORNIA COUNTY OF ALAMEDA

26CV194159: MARKEVICS vs MWW GROUP LLC 07/28/2026 Hearing on Motion to Confirm Arbitration Award in Department 514 fees are only recoverable when authorized by contract, statute or law, and there is no contract provision awarding fees to the prevailing party.

The arbitrator construed CCP section 1021 as the “applicable law” referenced under section 11(f). (See Fee Ruling, pp. 4-5.) Section 1021 codifies the “American Rule” that parties are responsible for their own fees unless a statute or contract provides otherwise. (See e.g., Retzloff v. Moulton Parkway Residents' Assn., No. One (2017) 14 Cal.App.5th 742, 749.) The arbitrator also noted that sections 6 and 7 of the PCA included fee provisions, therefore the parties’ agreement contemplated fees. (See Fee Ruling, p. 6.)

Sections 6 and 7 authorized MWW to recover fees where the employee violates the post-employment non-solicitation agreement in section 5, and where the employee fails to give MWW adequate advance notice of resignation. Although neither party specifically sought fees under sections 6 or 7, the arbitrator appeared to conclude that the employment agreement nonetheless contemplated a fee award, and the reciprocal fee provision of section 1717 authorized a fee award to Markevics, who had prevailed on her breach claims.

The arbitrator awarded Markevics $284,612.50 in fees, and $8,366.07 in costs. (Fee Ruling, p. 6.)

Unless “expressly restricted” by the parties’ agreement, arbitrators “enjoy the authority to fashion relief they consider just and fair under the circumstances existing at the time of the arbitration, so long as the remedy may be rationally derived from the contract and the breach.” (Taylor v. Van-Catlin Construction (2005) 130 Cal.App.4th 1061, 1066; see also Moshonov v. Walsh (2000) 22 Cal.4th 771, 773 [“where an arbitrator's denial of fees to a prevailing party rests on the arbitrator's interpretation of a contractual provision within the scope of the issues submitted for binding arbitration, the arbitrator has not “exceeded [his or her] powers[.]”].)

Although the parties’ agreement did not expressly authorize fees to the prevailing party, the issue of fees was submitted to the arbitrator, and the issue of fees was “rationally derived from” Markevics’ employment agreement with MWW. The Court must therefore defer to the fee award.

Accordingly, the motion to vacate on the ground that the fee award exceeded the arbitrator’s powers is denied.

ORDER

The motion to vacate is DENIED.

The petition to confirm the final award is GRANTED.

Petitioner Markevics shall lodge a proposed judgment within 7 days of this order that attaches the Final Award, Interim Award, Ruling on Claimant MWW Group’s Request for Clarification and Correction of Interim Award, and Ruling on Bifurcated Issues (Attorney’s Fees, Costs, Interest and Penalties).

SUPERIOR COURT OF CALIFORNIA COUNTY OF ALAMEDA

26CV194159: MARKEVICS vs MWW GROUP LLC 07/28/2026 Hearing on Motion to Confirm Arbitration Award in Department 514

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