WILLIAMS vs DAVITA INC., et al.

26CV003288: WILLIAMS vs DAVITA INC., et al. 07/28/2026 Hearing on Motion to Compel Arbitration in Department 16D

Tentative Ruling

NOTICE: Consistent with Local Rule 1.06(B), any party requesting oral argument on any matter on this calendar must comply with the following procedure: To request limited oral argument, on any matter on this calendar, you must call the Department 16D Oral Argument Request Line at (916) 874-3056 by 4:00 p.m. the court day before the hearing and advise opposing counsel. At the time of requesting oral argument, the requesting party shall leave a voice mail message (a) identifying themselves as the party requesting oral argument; (b) indicating the specific matter/motion for which they are requesting oral argument; and (c) confirming that it has notified the opposing party of its intention to appear and that opposing party may appear via Zoom using the Zoom link and Meeting ID indicated below.

If no request for oral argument is made, the tentative ruling becomes the final order of the Court. Unless ordered to appear in person by the Court, parties may appear remotely either telephonically or by video conference via the Zoom video/audio conference platform with notice to the Court and all other parties in accordance with Code of Civil Procedure §367.75. Although remote participation is not required, the Court will presume all parties are appearing remotely for non-evidentiary civil hearings.

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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 forward the form to the Court Reporter’s Office and an official reporter will be provided. *** 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 53 WILL BE HEARD IN

26CV003288: WILLIAMS vs DAVITA INC., et al. 07/28/2026 Hearing on Motion to Compel Arbitration in Department 16D

DEPARTMENT 16D OF THE NEW COURTHOUSE. PARTIES MAY CONTINUE TO APPEAR REMOTELY IN DEPARTMENT 16D UNLESS SPECIFICALLY ORDERED OTHERWISE. ***

TENTATIVE RULING

*** If oral argument is requested, the parties must at the time oral argument is requested notify the clerk and opposing counsel of the specific issues identified below that will be addressed at the hearing. Counsel are also reminded that pursuant to local rules, only limited oral argument is permitted on law and motion matters. ***

Defendants DaVita Inc. and Matthew Graham’s motion to compel arbitration and to stay judicial proceedings pending completion of arbitration is ruled upon as follows.

The notice of motion does not provide notice of the Court’s tentative ruling system, as required by Local Rule 1.06. Moving counsel is directed to contact opposing counsel and advise him/her of Local Rule 1.06 and the Court’s tentative ruling procedure and the manner to request a hearing. If moving counsel is unable to contact opposing counsel prior to hearing, moving counsel is ordered to appear at the hearing in person or by telephone.

Factual Background

Plaintiff Williams filed this action on 2/10/2026 against her former employer and an alleged “managing agent,” asserting causes of action for wrongful termination, retaliation, failure to prevent retaliation, failure to pay wages for all hours worked, and failure to provide and maintain accurate payroll records.

Moving Papers. Defendants now move to compel plaintiff to arbitrate all of her employment-related claims alleged in this action pursuant to the mutual arbitration agreement, which she signed electronically, requiring “all legal disputes or claims between the Parties” to be resolved through binding arbitration. (Mov. MPA, p.7:3-6.) Although “Plaintiff filed suit in direct defiance of her agreement,” defendants maintain that “California and federal law strongly favor arbitration and mandate the enforcement of valid arbitration agreements” and on this basis, they now move to compel arbitration and to stay these judicial proceedings in accordance with “both the parties’ contract and the strong public policy supporting alternative dispute resolution.” (Id., at p.7:6-11.)

Defendants generally contend that the subject arbitration agreement is enforceable under the Federal Arbitration Act (“FAA”) and California law; this agreement “covers” the claims plaintiff is currently asserting in this suit; the issues of “arbitrability” is to be resolved by the arbitrator; and the agreement is not unconscionable either procedurally or substantively and it also complies with Armendariz v. Foundation Health’s minimal

SUPERIOR COURT OF CALIFORNIA COUNTY OF SACRAMENTO

26CV003288: WILLIAMS vs DAVITA INC., et al. 07/28/2026 Hearing on Motion to Compel Arbitration in Department 16D

requirements governing employment-related disputes. (Id., at pp.10-20.)

Opposition. Plaintiff opposes, arguing first that this motion must be denied because the “so-called Mutual Arbitration Agreement was not the product of meaningful assent, but rather the output of a mandatory online compliance training module in which a twenty-three-year employee was required to scroll through a legal contract, click a button, and waive her constitutional right to a jury trial, all while completing her annual policy update course” and because the agreement “is both procedurally and substantively unconscionable.” (Opp., p.4:3-10.)

In support of the opposition, plaintiff Williams herself has submitted a declaration which generally describes the circumstances surrounding her completion of the online compliance “training,” claiming that she “needed to complete the training while performing [her] other duties, including making phone calls to nurses and doctors;” she “just clicked the button that [she] needed to click in order to advance in the training;” she “did not read the arbitration agreement and was not aware that [it] forfeited my right to bring an action in court;” and she had at her home no printer or stamps by which she could mail the form to opt out of the arbitration agreement. (Williams Decl., ¶¶3-10.)

Reply. According to the reply, the arbitration agreement is not procedurally unconscionable because there was an opt-out procedure which plaintiff never attempted to utilize and because there was “no surprise. Defendants add that the agreement is not substantively unconscionable since it is “mutual” in nature and the adoption of JAMS’ “Mass Arbitration Procedures” (“MAP”) does not constitute substantive unconscionability, nor does the PAGA provision render the agreement unenforceable.

“Supplemental Authority.” On 7/6/2026, plaintiff filed a “Notice of Supplemental Authority” which references a recent Third District Court of Appeal decision in Phan v. Knight Sacramento SU Inc. for the proposition that an agreement where “the employer received the significant benefit of requiring the employee to arbitrate all their claims against the listed third parties without any reciprocal benefit to the employee [was] substantively unconscionable without justification.” (Not. Supp. Auth., p.2:8-11.)

On 7/8/2026, defendants filed a response which asserts that “the arbitration agreement in Phan was unjustifiably broad in scope in that it covered “any and all claims which arise out of the employment context or any other interaction/relationship we had, have or may have in the future.” Defendants contend that, in the case at bar, unlike Phan, the agreement “is expressly limited to employment claims,” making Phan inapposite to the disposition of the present motion. (Resp. to Supp. Auth., p.2:11-17.)

Relevant Legal Principles

Under California law, arbitration must be compelled where there is a valid, binding

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26CV003288: WILLIAMS vs DAVITA INC., et al. 07/28/2026 Hearing on Motion to Compel Arbitration in Department 16D

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, 579.) In fact, Code of Civil Procedure section 1281.2 specifically provides in pertinent part:

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

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

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

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

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

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26CV003288: WILLIAMS vs DAVITA INC., et al. 07/28/2026 Hearing on Motion to Compel Arbitration in Department 16D

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

Longwood Management Corp. (2001) 88 Cal.App.4th 215, 218.) Once the moving party meets its initial prima facie burden, the opposing party bears the burden of producing evidence to challenge the authenticity of the agreement. (Id.) If the opposing party meets its burden, the moving party must then offer admissible evidence to demonstrate that the arbitration agreement is valid. (Id.) Notably, in a recent published opinion which constitutes binding precedent in this jurisdiction, the Third District Court of Appeal followed the analytical framework set forth in Gamboa. (See, Brockman v.

Kaiser Foundation Hospitals (2025) 114 Cal.App.5th 569, 586-588 [citing Gamboa].)

Also instructive here is Espejo v. Southern California Permanente Medical Group (2016) 246 Cal.App.4th 1047, where the Court of Appeal clarified that in ruling on a petition to compel arbitration, the trial court sits as a trier of fact and weighs all the declarations and other documentary evidence to reach a final determination. (Espejo, at 1057- 1058.) The central issue in Espejo was whether the defendants were required to establish the authenticity of an electronic signature as part of their initial burden of establishing a valid arbitration agreement. (Id., at 1055, 1060.)

The Court of Appeal held that the moving defendants were not required to authenticate the signature until it was challenged, and the defendants had “met their initial burden by attaching to their petition a copy of the purported arbitration agreement bearing Espejo’s electronic signature.” (Id., at 1060.) “Once Espejo challenged the validity of that signature in his opposition, defendants were then required to establish by a preponderance of the evidence that the signature was authentic.” (Id.)

The appellate court ultimately concluded that the defendants’ declarations, which “detailed [their] 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,” were sufficient to establish the electronic signature was the act of Espejo and properly authenticated the document. (Id., at 1062.) With respect to authenticity, “[t]he foundation requires that there be sufficient evidence for a trier of fact to find that the writing is what it purports to be, i.e., that it is genuine for the purpose offered. [Citation.]

Essentially, what is necessary is a prima facie case. ‘As long as the evidence would support a finding of authenticity, the writing is admissible. The fact conflicting inferences can be drawn regarding authenticity goes to the document’s

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weight as evidence, not its admissibility.’” (People v. Goldsmith (2014) 59 Cal.4th 258, 267.)

Nonsignatories generally may not compel contractual arbitration. (See, e.g., JSM Tuscany, LLC v. Superior Court (2011) 193 Cal.App.4th 1222, 1236-1237.) However, there are clear exceptions where arbitration agreements may be enforced by a nonsignatory but a non-party must show some basis for extending the agreement to them. (See, e.g., Westlye v. Look Sports, Inc. (1993) 17 Cal.App.4th 1715, 1728.) Further, according to binding precedent from the Third District Court of Appeal, there are at least six (6) different theories by which a non-signatory may be bound to arbitrate: (1) Incorporation by reference; (2) assumption; (3) agency; (4) veil-piercing or alter ego; (5) estoppel; and (6) third-party beneficiary. (Philadelphia Indemnity Ins.

Co. v. SMG Holdings, Inc. (2019) 44 Cal.App.5th 834, 840-841 (citing Suh v. Superior Court (2010) 181 Cal.App.4th 1504, 1513).) A “third party” non-signatory may enforce an arbitration agreement through the grounds available under state law, such as agency, alter ego, or intended benefit. (See, e.g., Arthur Andersen LLP v. Carlisle (2009) 556 U.S. 624, 631.) Under California law, a nonsignatory may seek to enforce an arbitration agreement based on 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].) Whether a nonsignatory may ultimately be entitled to enforce an arbitration agreement “is a question of state law.” (Ochoa v. Ford Motor Company (2023) 89 Cal.App.5th 1324, 1332.)

Finally, California law holds that an agreement to arbitrate may be rendered unenforceable on grounds of unconscionability but this requires a finding of both procedural and substantive unconscionability, although both need not be present in the same degree. (See, e.g., Kinney v. United Healthcare Services (1999) 70 Cal.App.4th 1322, 1329.) Instead, trial courts invoke a “sliding scale” standard where the more substantively oppressive a contract term is, the less evidence of procedural unconscionability is needed to determine that the term is unenforceable, and vice versa.” (Armendariz, supra, 24 Cal.4th at 114.)

Procedural unconscionability generally relates to the “manner in which the contract was negotiated and the circumstances of the parties at that time,” with a particular focus on any surprise and/or oppression which might arise from unequal bargaining power between the parties and an absence of real negotiation or a meaningful choice on the part of the weaker party. (Morris v Redwood Empire Bancorp (2005) 128 Cal.App.4th 1305, 1319.) According to the Third District Court of Appeal, a primary question concerning procedural unconscionability is whether the contract at issue is one of adhesion, meaning a “‘standardized contract which not only is drafted and imposed by the party of superior bargaining strength but also relegates to the subscribing party the opportunity only to adhere to the contract or reject it.” (Cabatit v.

Sunnova Energy Corp. (2020) 60 Cal.App.5th 317, 323 (citing

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26CV003288: WILLIAMS vs DAVITA INC., et al. 07/28/2026 Hearing on Motion to Compel Arbitration in Department 16D

Armendariz, at 113).) Substantive unconscionability relates to the presence of one or more contract terms that may be overly harsh or likely to create one-sided results. (See, e.g., Nunez v. Cycad Management LLC (2022) 173 Cal.App.4th 447, 454.)

Request for Judicial Notice

Plaintiff’s Request for Judicial Notice of (1) the Complaint for Permanent Injunction, Civil Penalties, Monetary Relief, and Other Equitable Relief filed on 6/21/2023 in Federal Trade Commission v. Amazon.com, Inc. United States District Court for the Western District of Washington; (2) JAMS’ “Mass Arbitration Procedures and Guidelines,” effective 5/1/2024; and (3) Senate Judiciary Committee AB2863 from the 2023-2024 legislative session on 6/25/2024 is granted but only for those limited purposes appropriate for judicial notice. (See, Evid.

Code §451, subd. (a); §452, subd. (b)-(d); see also, 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 to the truth of the statements contained therein]; Kilroy v. State of California (2004) 119 Cal.App.4th 140, 145-148; Sosinsky v. Grant (1992) 6 Cal.App.4th 1548, 1569-70.)

Objections to Evidence

The Court finds no written objections to evidence.

Discussion

Application of FAA. The FAA governs this this motion because the Mutual Arbitration Agreement (“MAA”) included within Exhibit E to the moving declaration by Shawn Zuckerman and on which this motion is based, expressly provides in pertinent part:

The Parties agree that this Arbitration Agreement is governed by the [FAA] and not any state arbitration law to the maximum extent permitted by law. (Zuckerman Decl., Ex. E.)

Notably, the opposition nowhere suggests that the FAA does not govern the enforcement of the MAA, but in any event, the outcome of the present motion would not appear to be materially different under California’s own Arbitration Act at Code of Civil Procedure §1280 et seq.

While the FAA preempts any state law that stands as an obstacle to its objective of enforcing arbitration agreements according to their terms, state contract law nevertheless governs the determination of whether the parties formed a valid agreement to arbitrate their dispute. (See, e.g., Arthur Andersen LLP v. Carlisle, supra, 556 U.S. at 631.)

SUPERIOR COURT OF CALIFORNIA COUNTY OF SACRAMENTO

26CV003288: WILLIAMS vs DAVITA INC., et al. 07/28/2026 Hearing on Motion to Compel Arbitration in Department 16D

Existence of Agreement. The threshold question here is whether plaintiff Williams actually agreed to arbitrate any of the claims now alleged in this case by executing the MAA included within Exhibit E to the Zuckerman Declaration filed on 4/1/2026. The opposition to the present motion offers no discernible argument that plaintiff Williams herself did not actually execute with an electronic signature the subject MAA as claimed in the moving papers. Moreover, plaintiff Williams own declaration in opposition specifically asserts that she herself completed the “mandatory online compliance training module” which required her “to scroll through a legal contract, click a button, and waive her constitutional right to a jury trial” and she herself did ultimately “click[] the button that [she] needed to click in order to advance in the training,” although she insists she “did not read the arbitration agreement and was not aware that [it] forfeited my right to bring an action in court.” (Williams Decl., ¶¶5-7.)

These admissions are, when combined with the evidence proffered with the moving papers, sufficient for this Court to conclude by a preponderance of the evidence that plaintiff herself, by electronically accepting the MAA, assented to its terms and conditions. This conclusion is further bolstered by plaintiff’s additional attestations that she did not have at her home any printer or stamps by which she could mail to the employer’s specified address the form to opt out of the MAA (Id., at ¶¶8-10), the latter of which would be unnecessary if plaintiff had not otherwise indicated her assent to the terms and conditions of the MAA.

While the opposition suggests plaintiff did not read and did not have a reasonable opportunity to read and/or understand the MAA at issue here, a vast body of California law holds that a party’s failure to read a contract before signing is not in itself a reason to refuse the contract’s enforcement. (See, e.g., Pinnacle Museum Tower Assn. v. Pinnacle Market Development (US), LLC (2012) 55 Cal.4th 223, 236 [arbitration clause within contract binding even if party never actually read the clause]; Vernon v.

Drexel Burnham & Co. (1975) 52 Cal.App.3d 706, 714; Oakland Bank of Commerce v. Washington (1970) 6 Cal.App.3d 793, 800.) Thus, the mere fact plaintiff have felt rushed or hurried in completing the “mandatory online compliance training module” does not, without more, establish a valid basis for finding the MAA is unenforceable due to a purported lack of “meaningful assent” but even if this contention were relevant, it is largely eviscerated by plaintiff’s own concession that the MAA included an express optout provision which afforded plaintiff an additional 30 days to read, understand, consider, consult with an attorney and potentially revoke her assent to the MAA.

Still, even if plaintiff’s attestations can be considered a valid challenge to the existence of her assent to the MAA, this Court finds that the moving papers are more than sufficient to satisfy defendants’ initial burden of production here. In Gamboa, the Court of Appeal explained that a moving party’s initial burden is met either by including with the moving papers a copy of the alleged agreement or by setting forth its terms, clarifying that the moving party need not at this stage satisfy the “normal” requirements

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26CV003288: WILLIAMS vs DAVITA INC., et al. 07/28/2026 Hearing on Motion to Compel Arbitration in Department 16D

for document authentication. (Gamboa, supra, 72 Cal.App.5th at 165; Cal. Rules of Court, Rule 3.1330.) There can be no legitimate dispute that the moving papers meet this minimal burden insofar as the Zuckerman Declaration establishes his familiarity with, responsibility for and supervision of the employer’s “online training platform,” StarLearning, as well has his access to the business records associated therewith which are created at or near the time of the act, condition, or event recorded therein and are kept in the regular course of business,” including those training documents related to plaintiff Williams; the employer’s requirement for periodic online training through the StarLearning platform which is accessed by using a “Single Sign On Credential” (“SSO”) which each individual creates after first logging on using a unique username provided upon hire and a temporary password; in February 2025, the employer required everyone to complete a module regarding the MAA within several weeks and in the module, the MAA was explained and reviewed with the employee clicking through each page and before ultimately acknowledging they had “carefully read, understand and agree to the [MAA]” and agree to arbitrate those claims and disputes covered by the MAA; and finally choosing either to agree to the MAA or to “opt out.” (Zuckerman Decl., ¶¶3-13.)

Mr. Zuckerman adds that the StarLearning records indicate plaintiff Williams clicked the “I Agree” box on 5/28/2025 at 12:21 p.m. and a true and correct copy of the MAA she electronically signed is attached as Exhibit E. (Id., at ¶15.)

The totality of this evidence goes significantly above and beyond the limited initial burden described in Gamboa and is therefore more than sufficient to successfully shift to plaintiff the burden to produce evidence challenging the authenticity of the MAA on which this motion is premised. (Gamboa, at 165.) However, as pointed out above, neither the opposition nor plaintiff’s own declaration explicitly asserts that she did not actually assent to the MAA or that the electronic signature that appears on the final page of Exhibit E to the Zuckerman is not hers.

Instead, the gist of the opposition and plaintiff’s declaration is that she “needed to complete the training while performing [her] other duties, including making phone calls to nurses and doctors;” she “just clicked the button that [she] needed to click in order to advance in the training;” and she “did not read the arbitration agreement and was not aware that [it] forfeited my right to bring an action in court.” (Williams Decl., ¶¶3-7.) These assertions, however, fall short of an affirmative factual attestation of never having actually provided an electronic signature on Exhibit E and indeed, the opposing points & authorities consist largely of various arguments about why the MAA is not enforceable in this instance.

The absence of any argument in the opposition that this motion should be denied because plaintiff never actually electronically signed the MAA at issue, coupled with the absence of any affirmative attestation in plaintiff’s declaration that she did not sign the MAA as claimed in the moving papers, ultimately serves only to support the conclusion that plaintiff has not satisfied her own burden under Gamboa and Brockman to challenge the authenticity of the arbitration agreements. Finally, the opposition papers fail to establish with competent evidence that plaintiff timely exercised her right to opt out of the MAA.

SUPERIOR COURT OF CALIFORNIA COUNTY OF SACRAMENTO

26CV003288: WILLIAMS vs DAVITA INC., et al. 07/28/2026 Hearing on Motion to Compel Arbitration in Department 16D

Keeping in mind that a trial court ruling on a motion to compel arbitration is in actuality sitting as a trier of fact and thus “weighs” the evidence proffered by the parties in favor of and in opposition to arbitration (Espejo, supra, 246 Cal.App.4th at 1057-1058), this Court finds that defendants have carried their ultimate burden of producing evidence which shows plaintiff Williams more likely than not assented to the MAA at issue here. Accordingly, the Court shall now consider the various arguments advanced by the plaintiff, which are claimed to preclude the enforcement of the MAA.

Unconscionability. As noted above, the opposition argues that the MAA at issue here is unenforceable due to both procedural and substantive unconscionability. (Opp., pp.6- 15.)

A. Procedural Unconscionability. With respect to procedural unconscionability, plaintiff first claims that the MAA is “oppressive” because it was imposed as a “take it or leave it condition of employment” and that the mere fact the MAA has an opt-out provision does not preclude the finding of procedural unconscionability, citing Gentry v. Superior Court (2007) 42 Cal.4th 443, 470. (Opp., p.7:5-p.10:20.)

The Court finds that plaintiff’s characterization of the MAA as a “take it or leave it condition of employment” actually conflates two separate and distinct issues, with the first being an adhesion contract which is not subject to negotiation and the second being a prerequisite to employment or continued employment. Regardless, the Court finds no evidence sufficient on either issue. According to the Zuckerman Declaration filed on 4/1/2026, the subject MAA was not a condition of plaintiff’s continued employment insofar as Paragraphs 10 and 11 indicate an employee completing the MAA training module had “the option to click either ‘I Agree’ or ‘Opt Out’” of the MAA.

As such, this evidence provides no reasonable basis for any finding that plaintiff’s assent to the MAA was a condition of her continued employment, and nothing in plaintiff’s own declaration in opposition suggests that the MMA was actually a condition of her continued employment or perceived as such. Similarly, plaintiff’s claim that the MAA was an adhesion contract presented on a “take it or leave it” basis without opportunity for negotiation is without evidentiary support inasmuch as both the moving declaration by Mr.

Zuckerman and the opposing declaration by plaintiff are completely silent as to whether or not the terms of the MAA could be negotiated and/or modified.

As a result, plaintiff’s suggestion that the MAA is procedurally unconscionable as a “take it or leave it condition of employment” fails for lack of evidentiary support but even if the opposition had presented evidence sufficient to bear out this characterization, this Court holds that an arbitration agreement which is adhesive in nature and required as condition for employment or continued employment amounts to only a minimal degree

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26CV003288: WILLIAMS vs DAVITA INC., et al. 07/28/2026 Hearing on Motion to Compel Arbitration in Department 16D

of procedural unconscionability. (See, e.g., Peng v. First Republic Bank (2013) 219 Cal.App.4th 1462,1470 [“the degree of procedural unconscionability of an adhesion agreement is low”].) Even then, this limited amount of procedural unconscionability is further reduced by the fact that even after agreeing to the MAA, plaintiff had an additional 30 days to read, understand, consider, consult with an attorney and potentially revoke her assent to the MAA.

The opposition further insists the MAA has another element of procedural unconscionability in the form of “surprise” to the extent that the MAA incorporates both JAMS’ “Employment Arbitration Rules & Procedures” and JAMS’ MAP and that these governing rules were not attached to the MAA, but instead, only a hyperlink to them was provided. (Opp., p.10:21-p.11:24.) This additional contention does little to establish the existence of any meaningful procedural unconscionability. While the opposition further asserts JAMS’ MAP are also substantively unconscionable because they are “structurally one-sided” and “triggered exclusively against employees” (Opp., p.12:24- p.13:28), these MAP do not appear to have any genuine relevance to the disposition of the present motion since the instant lawsuit is brought by plaintiff individually and there is no evidence tending to show this lawsuit has been brought in conjunction with claims by 24 or more other employees “represented by either the same law firm or law firms acting in coordination.” (See, Zuckerman Decl., Ex.

E, p.1, ¶1.)

With regard to JAMS’ “Employment Arbitration Rules & Procedures,” the opposition offers no specific argument that these general governing rules are in some particular manner substantively unconscionable (see generally, Opp., pp.11-14) and this is legally significant in light of California appellate authority holding that any failure to provide a copy of the arbitration rules, standing alone, does not show unconscionability. (See, e.g., Peng v. First Republic Bank, supra, 219 Cal.App.4th at 1472; Bigler v.

Harker School (2013) 213 Cal.App.4th 727, 737 [“We agree that the absence of the [arbitration] rules is of minor significance to our analysis.”].) Moreover, in those cases where there was a claim that the applicable rules of arbitration were not attached to the agreement, a finding of unconscionability was coupled with the fact that the rules themselves were also unfair or one-sided. (See, e.g., Harper v. Ultimo (2003) 113 Cal.App.4th 1402, 1422-1423.) Indeed, the California Supreme Court has made clear that in cases which have found the failure to provide a copy of the arbitration rules, such failure was relevant only because the challenge based on unconscionability was dependent in some manner on the actual content of the arbitration rules themselves in question and where there is no specific challenge to the fairness of the arbitration rules, any failure to attach them does not affect the unconscionability analysis. (Baltazar v.

Forever 21, Inc. (2016) 62 Cal.4th 1237, 1246.) In other words, unless the party seeking to avoid enforcement of the arbitration agreement is claiming some impropriety being hidden in the arbitration rules which were not provided, the failure to attach these rules does not demonstrate any increase in procedural unconscionability.

SUPERIOR COURT OF CALIFORNIA COUNTY OF SACRAMENTO

26CV003288: WILLIAMS vs DAVITA INC., et al. 07/28/2026 Hearing on Motion to Compel Arbitration in Department 16D

Still, even if defendants’ failure to provide plaintiff with JAMS’ MAP and/or “Employment Arbitration Rules & Procedures” at the time the MAA was executed were legally significant, any additional degree of procedural unconscionability associated therewith is in significant part mitigated by the fact that plaintiff, even after assenting to the MAA on 5/28/20285, had a 30-day window within which to obtain, read, understand and consider such rules and also to consult with an attorney and to revoke her assent to the MAA if she so chose.

In the end, on the present evidentiary record, the Court finds that plaintiff has here established only a minimal degree of procedural unconscionability and thus, based on the “sliding scale” standard discussed above (see, e.g., Armendariz, supra, 24 Cal.4th at 114), plaintiff must also show a substantial amount of substantive unconscionability in order to render the MAA entirely unenforceable here. (Id. [“the degree of procedural unconscionability of an adhesion agreement is low, and the agreement will be enforceable unless the degree of substantive unconscionability is high” (underline added for emphasis)].)

B. Substantive Unconscionability. The opposition first argues that the MAA is substantively unconscionable because it lacks mutuality and “frustrates plaintiff’s rights to pursue PAGA actions” and also because the aforementioned MAP are “triggered exclusively against employees and are structurally one-sided.” (Opp., p.11:25-p.14:28.)

Plaintiff’s claim of substantive unconscionability based on the MAA’s incorporation of JAMS’ MAP, which the opposition insists are “triggered exclusively against employees and are structurally one-sided” (Opp., p.12:24-p.13:28) carries little weight here. As explained above, these MAP are not relevant to the disposition of this motion given that there is no evidence showing the claims advanced by plaintiff in this lawsuit are in any way associated with claims brought by 24 or more other employees who are “represented by either the same law firm or law firms acting in coordination.” (See, Zuckerman Decl., Ex.

E, p.1, ¶1.) Without evidence on this point, this Court is unable to conclude that any or all of plaintiff’s claims would be subject to any of these MAP but even if plaintiff’s claims were subject to these procedures, they are not fairly characterized as constituting substantive unconscionability. After all, even according to the opposition, these MAP merely permits JAMS, not the employer, to determine whether multiple claims by 25 or more employees “represented by either the same law firm or law firms acting in coordination” should be “batch[ed], consolidate[d] or otherwise group[ed] for purposes of discovery, arbitrator appointments, merits hearings or otherwise” but these provisions, on their face, do not appear to disadvantage the employees’ ability to prosecute such claims. (Opp., p.13:10-14.)

In fact, they are likely to provide the employees a benefit insofar as their attorneys who are “acting in coordination” (an express prerequisite to the application of the MAP) can likewise

SUPERIOR COURT OF CALIFORNIA COUNTY OF SACRAMENTO

26CV003288: WILLIAMS vs DAVITA INC., et al. 07/28/2026 Hearing on Motion to Compel Arbitration in Department 16D

consolidate their efforts on behalf of all of their clients “for purposes of discovery, arbitrator appointments, merits hearings or otherwise.” While the opposition also points out that the MAP require the 25-plus employees’ counsel to provide a declaration “averring that the information in the Demand [for arbitration] is true and correct to the best of the representative’s knowledge,” this does not appear to create any undue burden or structural unfairness in the arbitration proceedings. In the end, JAMS’ MAP have not been shown to create any meaningful substantive unconscionability but even if there were such a showing, any level of unconscionability remains mitigated by the MAA’s express 30-day opt-out window within which plaintiff could have revoked her acceptance of the MAA.

The opposition also maintains the MAA “frustrates plaintiff’s rights to pursue PAGA actions” insofar as the MAA states not only that “if a claim is pursued under PAGA or similar statute, it must be pursued individually in arbitration” but also that “any nonindividual claims under PAGA or similar state statute that can proceed in court apart from an individual claim must be stayed while the individual claim proceeds in arbitration.” (Opp., p.14:1-2, 18-23.) In short, plaintiff contends “the MAA prohibits employees from pursuing non-individual PAGA claims in court and cannot simultaneously pursue representative claims in court” (Id., at p.14:23-28) but as will now be shown, this argument misses the mark.

It is true that “a predispute categorical waiver of the right to bring a PAGA action is unenforceable” (Adolph v. Uber Technologies, Inc. (2023) 14 Cal.5th 1104, 1117; see also, Fuentes v. Empire Nissan, Inc. (2026) 19 Cal.5th 93, 102-103) but there is no suggestion here that the MAA precludes plaintiff from bringing a PAGA claim in any forum in contravention of California law. The California Supreme Court has confirmed that an employee’s “individual” PAGA claims are indeed subject to arbitration if the applicable arbitration agreement is, as in the case at bar, governed by the FAA and that any representative component of the PAGA claims is exempt from arbitration so as to be resolved in court. (Adolph, at 1118-1119, 1126; see also, Santana v.

Studebaker Health Care Center, LLC (2026) 120 Cal.App.5th 1, 15-17.) The MAA does not purport to alter this permissible procedure but plaintiff nevertheless attempts to argue that the MAA’s mandatory stay on a representative component of a PAGA claims which is left for resolution in court pending completion of arbitration improperly frustrates or impedes plaintiff’s rights under PAGA. However, the Second District Court of Appeal recently (i.e., in April 2026) held that an arbitration agreement which imposed a substantively identical stay on the plaintiff’s “nonindividual PAGA claim pending the arbitration” was not substantively unconscionable and that the trial court’s denial of the employer’s motion to compel arbitration had to be reversed with directions to grant the motion. (Santana, at 7, 16-17, 24.)

Consequently, this Court finds no merit to the opposition’s suggestion that the MAA improperly “frustrates plaintiff’s rights to pursue PAGA actions.”

Plaintiff’s final argument relating to substantive unconscionability is that the MAA “lacks

SUPERIOR COURT OF CALIFORNIA COUNTY OF SACRAMENTO

26CV003288: WILLIAMS vs DAVITA INC., et al. 07/28/2026 Hearing on Motion to Compel Arbitration in Department 16D

mutuality” insofar as it requires her to arbitrate all employment-related claims against her not only her employer but also all of its “former and present directors, officers, shareholders, owners, employees, affiliates, subsidiaries, and related entities,” while none of the latter “third-parties” will be forced to arbitrate any claims they might assert against plaintiff. (Opp., p.12:6-13.) As support for this argument, the opposition cites Cook v. University of Southern California (2024) 102 Cal.App.5th 312, where the Second District Court of Appeal affirmed the trial court’s determination that the subject arbitration agreement was unenforceable on grounds of unconscionability, both procedural and substantive.

Plaintiff maintains that the arbitration agreement in Cook “contained a similarly one-sided provision, which required the employee to arbitrate disputes against related entities, while requiring only the defendant, and not any of its related entities, to arbitrate claims against the employee,” and the Court of Appeal held that such language of “provides a significant benefit to [the defendant’s] related entities without any reciprocal benefit to [the employee].” (Opp., p.12:15-23.) As demonstrated below, the arbitration agreement at issue in Cook bears little resemblance to the MAA at issue in the case at bar and thus, Cook does not control here.

The MAA in the instant case defines “Covered Claims” as follows:

Except as provided below, claims subject to this [MAA] are all legal disputes or claims between the Parties pertaining to your employment with DaVita (including application for or termination of employment); overtime or other compensation; meal and rest breaks; wage penalties; classification; working conditions; discrimination, harassment, or retaliation; breach of contract or fiduciary duty; negligence, defamation, or other tort; or any other alleged violation of any federal, state, or local law.

Claims subject to this MAA include claims pertaining to your employment against DaVita and each of its former and present directors, officers, shareholders, owners, employees, affiliates, subsidiaries, and related entities. These individuals and entities are third-party beneficiaries of this MAA, are entitled to the rights and benefits under it, and may enforce it as if they were Parties. (See, Zuckerman Decl., Ex. E, p.1 (underline added for emphasis).)

Based on this plain language, there can be no dispute that the scope of the MAA is limited to only those employment-related claims which may exist between plaintiff and the various listed entities or individuals. The arbitration agreement found to be unenforceable in Cook was far more broad, consisting of the following language:

“Therefore, the University and the faculty or staff member named below (‘Employee’) agree to the resolution by arbitration of all claims, whether or not arising out of Employee‘s University employment, remuneration or termination, that Employee may have against the University or any of its related entities,

SUPERIOR COURT OF CALIFORNIA COUNTY OF SACRAMENTO

26CV003288: WILLIAMS vs DAVITA INC., et al. 07/28/2026 Hearing on Motion to Compel Arbitration in Department 16D

including but not limited to faculty practice plans, or its or their officers, trustees, administrators, employees or agents, in their capacity as such or otherwise; and all claims that the University may have against Employee. The claims covered by this Agreement include, but are not limited to, claims for wages or other compensation due; claims for breach of any contract or covenant (express or implied); claims for personal, physical, or emotional injury, or for any tort; claims for discrimination or harassment (including, but not limited to, race, sex, religion, national origin, age, marital status, sexual orientation, gender identity or expression, military and veteran status, or medical condition or disability); claims for ‘whistleblowing’ or retaliation; and claims for violation of any federal, state or other governmental law, statute, regulation, or ordinance.” (Cook, at 317 (underline added for emphasis).)

The arbitration agreement in Cook also expressly provided that it “supersedes any prior or contemporaneous agreement on the subject, shall survive the termination of Employee’s employment, and may only be revoked or modified in a written document that expressly refers to the ‘Agreement to Arbitrate Claims’ and is signed by the President of the University.” (Id. (underline added for emphasis).) Notably, the Court of Appeal in Cook ultimately agreed with the trial court’s finding that the above-cited arbitration provision was substantively unconscionable in three respects: The broad scope of the agreement, its infinite duration, and the lack of mutuality in the claims that were covered by the agreement (Id., at 321-328) but nowhere did the Second District indicate that this third factor, standing alone, was sufficiently unconscionable so as the preclude enforcement of the arbitration agreement.

Indeed, the bulk of the Court of Appeal’s discussion in this regard was addressed to the agreement’s unusually broad scope, purporting to encompass even those claims not related to the plaintiff’s employment; its effectively infinite duration, surviving termination; and its provisions for modification only via a writing signed by the University’s president. (Id., at 321-326.)

Moreover, to the extent the arbitration agreement was found to have lacked mutuality, the Court of Appeal was particularly concerned with the absence of any explanation or justification for requiring the plaintiff “to give up the ability to ever bring claims in court against a USC employee that are unrelated to USC or her employment there” (Id., at 327) but the MAA at issue here does not suffer from this same lack of mutuality because, as shown above, the MAA encompasses only those “legal disputes or claims pertaining to [plaintiff’s] employment with DaVita ” (Zuckerman Decl., Ex. E, p.1 (underline added for emphasis).) Consequently, plaintiff’s reliance on Cook for purposes of establishing some level of substantive unconscionability is unavailing.

In further support of her “lack of mutuality” argument, plaintiff filed on 7/6/2026 a “Notice of Supplemental Authority” which identifies a recent decision by the Third District Court of Appeal in Phan v. Knight Sacramento SU Inc. According to plaintiff, substantive

SUPERIOR COURT OF CALIFORNIA COUNTY OF SACRAMENTO

26CV003288: WILLIAMS vs DAVITA INC., et al. 07/28/2026 Hearing on Motion to Compel Arbitration in Department 16D

unconscionability exists where “the employer received the significant benefit of requiring the employee to arbitrate all their claims against the listed third parties without any reciprocal benefit to the employee [was] substantively unconscionable without justification.” This Court has reviewed and considered Phan and finds it to be inapposite for essentially the same reasons as Cook. In Phan, the employee’s identical arbitration agreements with two different automobile dealerships provided that “any and all claims which arise out of the employment context or any other interaction/relationship we had, have or may have in the future” must be resolved through binding arbitration. (Phan, 2026 Cal.App.LEXIS at *2-3.)

While the Third District did find these agreements to be “analogous to the one in Cook” insofar as “the employer received the significant benefit of requiring the employee to arbitrate all their claims against the listed third parties without any reciprocal benefit to the employee,” the MAA at issue in the case at bar bears no resemblance to the agreements in Phan because unlike in Phan, the MAA is limited to claims arising from plaintiff’s own employment with DaVita without purporting to require arbitration of any claims arising from “any other interaction [or] relationship” which plaintiff has had with DaVita or may have in the future.

Without the explicitly broad scope found in Phan, this Court is unable to ascertain any unjustifiable benefit to plaintiff’s employer and its directors, officers, shareholders, owners, employees and related entities without any reciprocal benefit to plaintiff in connection with her employment-related claims.

Coupled with the fact that the opposition advances no discernible claim about the MAA not complying with Armendariz’s requirements for the arbitration of employment claims, this Court holds that plaintiff has established no more than a limited degree of substantive unconscionability in connection with JAMS’ MAP, which have otherwise not been shown to apply to the case at bar. Because the opposition has demonstrated no more than a minimal degree of procedural unconscionability, this Court concludes that the MAA on which defendants rely is not so permeated with unconscionability as to warrant denial of the present motion to compel.

As explained above, the “sliding scale” standard applicable to this motion provides that where a greater degree of procedural unconscionability is shown, the necessary showing of substantive unconscionability is reduced, and vice versa. (Armendariz, supra, 24 Cal.4th at 114.) Again, “the degree of procedural unconscionability of an adhesion agreement is low, and the agreement will be enforceable unless the degree of substantive unconscionability is high.’” (Peng v. First Republic Bank, supra, 219 Cal.App.4th at 1470 [citations omitted].)

Here, because only a limited degree of substantive unconscionability has been shown, the Court is not persuaded that the arbitration agreement is sufficiently permeated with unconscionability so as to decline its enforcement.

Disposition

For the reasons explained above, defendants’ current motion to compel arbitration of all

SUPERIOR COURT OF CALIFORNIA COUNTY OF SACRAMENTO

26CV003288: WILLIAMS vs DAVITA INC., et al. 07/28/2026 Hearing on Motion to Compel Arbitration in Department 16D

claims now alleged in plaintiff Williams’ complaint in this action is GRANTED and accordingly, all judicial proceedings in this action are hereby STAYED pursuant to Code of Civil Procedure §1281.4 pending completion of arbitration.

Having received no objection thereto, the Court will sign the proposed order submitted with the moving papers.

This minute order is effective immediately. No formal order or other notice is required. (Code Civ. Proc. §1019.5; CRC Rule 3.1312.)