Homa Abbasnia v. ALGT, LLC dba Woodlands Healthcare Center, et al.

Defendants now move to compel arbitration of Plaintiff’s claims pursuant to the Mutual Agreement to Arbitrate Employment-Related Disputes (the “Agreement”) executed by the parties. Plaintiff opposes this motion and contends the Agreement is procedurally and substantively unconscionable. Having considered the Agreement and the circumstances of its execution, the Court GRANTS the Motion to compel arbitration for the reasons explained below.

LEGAL STANDARD ON MOTION TO COMPEL ARBITRATION

Defendants maintain that the Federal Arbitration Act (“FAA”) governs the Arbitration Agreement. The Agreement provides, “I understand and agree that the Company is engaged in transactions involving interstate commerce and that my employment involves interstate commerce. This Agreement shall be governed and construed in accordance with the Federal Arbitration Act, 9 U.S.C. §§ 1, et seq. (‘FAA’).” (Declaration of Sabrina Leon [“Leon Decl.”], Ex. A at ¶ 7.)

The basic coverage provision of the FAA “makes the law applicable to contracts evidencing a transaction ‘involving commerce’ (9 U.S.C. § 2), which language reflects that Congress intended the law’s coverage to extend to the full reach of its commerce clause power.” (Nieto v. Fresno Beverage Co. (2019) 33 Cal.App.5th 274, 279 [internal citations omitted].) “Congress Commerce Clause power ‘may be exercised in individual cases without showing any specific effect upon interstate commerce’ if in the aggregate the economic activity in question would represent ‘a general practice . . . subject to federal control.’” (Citizens Bank v. Alafabco, Inc. (2003) 539 U.S. 52, 56-57 [quoting Mandeville Island Farms, Inc. v. American Crystal Sugar Co. (1948) 334 U.S. 219, 236].)

Defendants argue that they are engaged in interstate commerce because they receive payment from Medicare, a federally funded program, and “purchase[] medical supplies from Medline, Inc., which is based in Northfield, Illinois. The supplies purchased from Medline, Inc. are utilized by the Nursing Department and as part of the patient care by RNs at Woodlands.” (Declaration of Connor Rawe [“Rawe Decl.”] at ¶¶ 8, 9.) The purchase of medical supplies originating from outside California satisfies the interstate commerce requirement. (Scott v. Yoho (2016) 248 Cal.App.4th 392, 401-402.) Additionally, “[e]mployment contracts, except for those covering workers engaged in transportation, are covered by the FAA.” (EEOC v. Waffle House, Inc. (2002) 534 U.S. 279, 289.) For these reasons, the Court concludes the FAA applies.

Under the FAA, the Court’s role in resolving this Motion is limited to determining “(1) whether a valid agreement to arbitrate exists, and if it does (2) whether the agreement encompasses the dispute at issue.” (Chiron Corp. v. Ortho Diagnostic Systems, Inc. (9th Cir. 2000) 207 F.3d 1126, 1130.) To determine “whether a valid contract to arbitrate exists,” courts apply “ordinary state law principles that govern contract formation.” (Davis v. Nordstrom, Inc. (9th Cir. 2014) 755 F.3d 1089, 1093 [citations omitted]; see also Ingle v. Circuit City Stores, Inc. (9th Cir. 2003) 328 F.3d 1165, 1170.)

ANALYSIS OF THE MOTION

After reviewing the Agreement and all relevant documents in the record, the Court finds that the parties entered into a valid agreement to arbitrate. Defendants have attached a copy of the Agreement electronically signed by Plaintiff on July 25, 2023. (Leon Decl., Ex. A.) (Gamboa v. Northeast Community Clinic (2021) 72 Cal.App.5th 158, 165 [noting that it is a moving party’s burden to produce prima facie evidence of an agreement to arbitrate by attaching the agreement to the motion].) Plaintiff’s electronic signature has the same legal effect as a handwritten signature—and is an express acceptance of an agreement to arbitrate. (Espejo v.

Southern California Permanente Medical Group (2016) 246 Cal.App.4th 1047, 1060; Mendoza v. Trans Valley Transport (2022) 75 Cal.App.5th 748, 777.) Defendants have set forth the procedures undertaken to authenticate Plaintiff’s signature in the Declaration of Sabrina Leon. (Leon Decl. at ¶ 7.) Plaintiff does not dispute that she signed the Agreement.

Additionally, the broad scope of the Agreement to arbitrate covers all of Plaintiff’s claims. The Agreement applies to “all grievances, disputes, claims, complaints, allegations

and any other matters (collectively, ‘the Matters’) in question arising out of or relating to the Parties’ employment relationship[.]” (Leon Decl., Ex. A at ¶ 1.) The “Covered Matters” include “all Matters in a federal, state, or local court or agency under applicable federal, state, or local laws, arising out of Employee’s employment . . . [t]he claims covered by this Agreement include, but are not limited to . . . wrongful termination (constructive or actual) in violation of public policy, claims for discrimination or harassment (including but not limited to harassment or discrimination based on race, sex, gender, religion, national origin, age, marital status, medical condition, psychological condition, mental condition, disability, or sexual orientation), claims for violation of any federal, state, or other governmental law, statute, regulation, or ordinance, including but not limited to . . . the California Fair Employment and Housing Act . . . .” (Id., Ex.

A at ¶ 3.) Plaintiff has sued Defendants for inter alia, harassment, discrimination, retaliation, constructive wrongful termination, failure to provide reasonable accommodation, and failure to engage in the interactive process under the California Fair Employment and Housing Act (“FEHA”). Plaintiff’s claims arise out of her employment with Defendants and expressly fall within the scope of the Agreement.

Defendants also argue that Aspen Healthcare Services, LLC (“Aspen”) may move to compel arbitration against Plaintiff based on the terms of the Agreement. (Motion to Compel Arbitration at pp. 11:21-13:3.) The Agreement requires Plaintiff to arbitrate claims it may have against ALGT, LLC’s “alleged joint employers, or agents in their capacity as such[.]” (Leon Decl., Ex. A at ¶ 3.) Whether an arbitration agreement is binding on a third party (e.g. a nonsignatory) is a question of law subject to de novo review.” (Benaroya v.

Willis (2018) 23 Cal.App.5th 462, 468.) “There are circumstances in which nonsignatories to an agreement containing an arbitration clause can be compelled to arbitrate under that agreement. As one authority has stated, there are six theories by which a nonsignatory may be bound to arbitrate ‘(a) incorporation by reference; (b) assumption; (c) agency; (d) veilpiercing or alter ego; (e) estoppel; and (f) third party beneficiary.’” (Id. at p. 469 [citing Suh v. Superior Court (2010) 181 Cal.App.4th 1504, 1513].)

Defendants assert that Aspen can compel arbitration of Plaintiff’s claims based on agency theory and equitable estoppel. “[T]he sine qua non for application of equitable estoppel as the basis for allowing a nonsignatory to enforce an arbitration clause is that the claims the plaintiff asserts against the nonsignatory must be dependent upon, or founded in and inextricably intertwined with the underlying contractual obligations of the agreement containing the arbitration clause.” (Goldman v. KPMG, LLP (2009) 173 Cal.App.4th 209, 217-218.)

Aspen is an agent of ALGT, LLC and Plaintiff has alleged Defendants are joint employers. Plaintiff asserts all eight causes of action against both Defendants. Plaintiff is further required to arbitrate any claim she has against ALGT, LLC’s agents. (Leon Decl., Ex. A at ¶ 10.) Thus, the claims asserted against Aspen are intertwined with the underlying contractual obligations of the Agreement. While Plaintiff argues paragraph 10 lacks mutuality, it does not oppose Aspen’s ability to compel arbitration.

For these reasons, the Court rules that Aspen can and does move to compel arbitration under the Agreement to arbitrate—which again exists and covers Plaintiff’s claims here.

Indeed, Plaintiff does not dispute that she signed the Agreement, that the Agreement to arbitrate exists, or that the scope of the Agreement covers her claims. Instead, she

challenges the enforceability of the Agreement by arguing that it is unconscionable. The party challenging a contractual arbitration provision bears the burden of proving that it is both procedurally and substantively unconscionable. (OTO, L.L.C. v. Kho (2019) 8 Cal.5th 111, 126 (OTO).) This may be done on a sliding scale, where the more substantively oppressive the contract term, the less evidence of procedural unconscionability is required, and vice versa. (Id. at pp. 125-126.) Nevertheless, both must be shown.

Procedural unconscionability focuses on oppression or surprise to the “weaker” party based on unequal bargaining power, whereas substantive unconscionability focuses on the terms of the agreement and whether they are overly harsh or one-sided. (OTO, supra, 8 Cal.5th at pp. 125-129.) The Court thus proceeds to consider whether the Agreement is procedurally and substantively unconscionable.

Plaintiff fails to carry her burden of proving that the Agreement is Procedurally Unconscionable.

The circumstances that the court examines to determine whether there was “oppression” in the signing of an agreement generally include: “ ‘(1) the amount of time the party is given to consider the proposed contract; (2) the amount and type of pressure exerted on the party to sign the proposed contract; (3) the length of the proposed contract and the length and complexity of the challenged provision; (4) the education and experience of the party; and (5) whether the party’s review of the proposed contract was aided by an attorney.’” (OTO, supra, 8 Cal.5th at pp. 126-127 [quoting (Grand Prospect Partners, L.P. v. Ross Dress for Less, Inc. (2015) 232 Cal.App.4th 1332, 1348].)

Plaintiff argues that the Agreement is a contract of adhesion because it was presented to Plaintiff as a condition of employment during the onboarding process, drafted by Defendants, and offered on a take-it-or leave it basis. To the extent Defendants argue the Agreement was voluntary (Reply at p. 3:2-3), the terms of the Agreement are conflicting in this regard. On the one hand, the Agreement states “[t]he parties understand the terms of this Agreement and freely and voluntarily sign this Agreement.”

The Agreement further provides before the signature line, “I voluntarily agree to individual arbitration, consent to the provisions of the Agreement, and agree to be bound by it.” On the other hand, paragraph 2 of the Agreement concerns “Mandatory Arbitration” and requires arbitration “[a]s consideration for Employee or accepting or continuing employment with the Company[.]” Thus, arbitration is required as a condition of employment. But “the cases uniformly agree that a compulsory predispute arbitration agreement is not rendered unenforceable just because it is required as a condition of employment or offered on a ‘take it or leave it’ basis.” (Lagatree v.

Luce (1999) 74 Cal.App.4th 1105, 1127.) So just because Plaintiff says this this Agreement is “adhesive” does not prove that is procedurally unconscionable.

Plaintiff maintains she was required to sign all of the onboarding documents before she could begin working. She completed the documents at home and contends that the documents were presented to her as a continuous sequence of onboarding forms with several forms to review and sign. (Declaration of Homa Abbasnia [“Abbasnia Decl.”] at ¶ 4.) Ms. Leon, on the other hand, provides “[e]mployees are afforded the ability to review and sign the Arbitration Agreement at their own pace.” (Leon Decl. at ¶ 5.) She further

states, “I was present during Ms. Abbasnia’s onboarding. She did not ask any questions or voice any concerns about the Arbitration Agreement. I did not pressure Ms. Abbasnia to sign the Arbitration Agreement without first reviewing it, and I am not aware of anyone else pressuring her.” (Id. at ¶ 9.) Thus, while the Agreement is a condition of employment, there is conflicting evidence as to whether Plaintiff was pressured into signing the Agreement.

Plaintiff further maintains she required assistance with the documents because they were in English, which is her third language. Although she can “orally communicate in English about routine nursing duties and everyday matters,” she is “not fluent in reading or understanding English documents, contracts, or specialized legal terminology.” (Abbasnia Decl. at ¶ 2.) But the Court finds that Plaintiff here has a higher level of English proficiency than the plaintiffs in the cases she invokes. (See Nunez v.

Cycad Management LLC (2022) 77 Cal.App.5th 276, 280-281 [Nunez was “‘a native Spanish speaker with limited spoken English skills and an even more limited ability to read and write in English.’” (emphasis added)]; Carmona v. Lincoln Millenium Car Wash, Inc. (2014) 226 Cal.App.4th 74, 80-81 [noting that the plaintiffs’ native language was Spanish and that neither could speak or read English]; Subcontracting Concepts (CT), LLC v. De Melo (2019) 34 Cal.App.5th 201, 206 [noting that the respondent’s native language is Portuguese and that “he is not fluent enough in English to fully understand documents written in English”].)

Instead, this case is more akin to Alvarez v. Altamed Health Service Corp. (2021) 60 Cal.App.5th 572, 581 (Alvarez). There the court noted, “[c]ases which find procedural unconscionability based on a lack of English skills involve a very low level of such skills.” (Ibid.) Like the respondent in Alvarez, Plaintiff here demonstrates a much higher level of English fluency. As part of the onboarding process, Plaintiff signed a “Languages in the Workplace Policy and Acknowledgment” which required all employees to speak in English and provided that “Basic English reading skills are necessary for the business operations to understand job expectations such as: Employee Handbooks, Safety Labels, Job Descriptions, Patient Care Plans, and Facility Training Materials.” (Rawe Decl. at ¶¶ 5, 6.)

In addition, Ms. Leon attests that she regularly communicated with Plaintiff via email and text message. “Throughout her employment, she demonstrated the ability to read, write, and respond appropriately in English.” (Leon Decl. at ¶ 12.) The Court does not find that a translation was required, nor did Plaintiff ask for one. Thus, like Alvarez, the absence of a translation here does not contribute to the Agreement’s procedural unconscionability.

Taking all this into account, and in the broad exercise of its discretion, the Court finds that Plaintiff has failed to carry her burden to prove that this Agreement to arbitrate is procedurally unconscionable.

Plaintiff fails to carry her burden of proving that the Agreement is Substantively Unconscionable.

Substantive unconscionability focuses on the actual terms of the agreement and evaluates whether they create overly harsh or one-sided results. (Armendariz Foundation Health Psychcare Services, Inc. (2000) 24 Cal.4th 83, 114 (Armendariz).) The Court assesses whether the agreement reallocates risks in an objectively unreasonable or

unexpected matter. (Jones v. Wells Fargo Bank 112 Cal.App.4th 1527, 1539.) “In assessing substantive unconscionability, the paramount consideration is mutuality.” (Pinela v. Neiman Marcus Group, Inc. (2015) 238 Cal.App.4th 227, 241 [internal citation and quotation marks omitted].) Arbitration agreements are substantively unconscionable where they lack a “modicum of bilaterality,” “without at least some reasonable justification for such one-sidedness based on ‘business realities.’” (Armendariz, supra, 24 Cal.4th at p. 117.)

Armendariz instructs that there are “five minimum requirements for the lawful arbitration of such rights pursuant to a mandatory employment arbitration agreement. Such an arbitration agreement is lawful if it ‘(1) provides for neutral arbitrators, (2) provides for more than minimal discovery, (3) requires a written award, (4) provides for all of the types of relief that would otherwise be available in court, and (5) does not require employees to pay either unreasonable costs or any arbitrators’ fees or expenses as a condition of access to the arbitration forum. Thus, an employee who is made to use arbitration as a condition of employment “effectively may vindicate [his or her] statutory cause of action in the arbitral forum.” ’ ” (Armendariz, supra, 24 Cal.4th at p. 102.)

The Agreement satisfies all of these factors. The Agreement provides for the selection of a neutral arbitrator by providing that the matter “shall be submitted to binding arbitration administered by JAMS in accordance with the JAMS Employment Arbitration Rules & Procedures.” (Leon Decl., Ex. A at ¶ 1.) The Agreement provides for reasonable discovery and provides “[t]he Parties shall be entitled to conduct discovery that is adequate for a claimant to vindicate the claims brought and for respondent to defend against such claims, including access to essential documents and witnesses.” (Id., Ex.

A at ¶ 9.) The Agreement requires the arbitrator to issue a written decision. (Id., Ex. A at ¶ 8.) Furthermore, the Agreement provides “[t]he Arbitrator has authority to award the Parties all form of relief that would otherwise be available to the Parties in a court of law . . . .” (Ibid.) The Agreement provides “[t]he Company shall be responsible for the arbitrator’s fees and expenses except that Employee will be required to pay arbitration filing fees that are no higher than the filing fees imposed by the Superior Court in the county in which the arbitration is conducted.” (Leon Decl., Ex.

A at ¶ 10.) Thus, no unreasonable fees are shifted to the employee. The Agreement, therefore, complies with Armendariz.

However, even if the Agreement complies with Armendariz, Plaintiff may still argue that it is unconscionable. Plaintiff challenges three provisions that bear on the Agreement’s unconscionability.

First, Plaintiff challenges the following provision of the paragraph concerning the arbitration fees and costs: “If any party prevails on a statutory claim that affords the prevailing party attorneys’ fees and costs, or if there is a written agreement providing for attorneys’ fees and costs, the Arbitrator may award reasonable attorneys’ fees and costs to the prevailing party.” (Leon Decl., Ex. A at ¶ 10.) Plaintiff maintains that this provision contravenes Government Code section 12965, subdivision (c)(6), which provides “a prevailing defendant may not recover fees and costs unless the court finds the action was frivolous, unreasonable, groundless when brought, or the plaintiff continued to litigate after it became clearly so.”

But the Court does not find paragraph 10 inconsistent with Government Code section 12965, subdivision (c). As an initial matter, paragraph 7 requires the arbitrator to “apply the substantive state or federal law governing the claims asserted, including remedies.” (Id., Ex. A at ¶ 7.) Thus, section 12965, subdivision (c) applies in this instance. Trivedi v. Curexo Technology Corp. (2010) 189 Cal.App.4th 387, 394-395 (Trivedi) (emphasis added; disapproved on other grounds by Baltazar v. Forever 21, Inc. (2016) 62 Cal.4th 1237) is distinguishable because the agreement there provided that “[t]he prevailing party shall be entitled to recover from the other party all costs, expenses, and reasonable attorney[] fees[.]” Conversely, the word “affords” suggests that where prevailing party fees are not authorized by statute, none will be awarded.

Here, in stark contrast, attorneys’ fees are not afforded to a defendant unless the action is frivolous, unreasonable, and groundless. Accordingly, Plaintiff’s argument here fails to prove that the Agreement is substantively unconscionable.

Second, Plaintiff argues the Agreement requires her to arbitrate her claims with nonsignatories but does not require these nonsignatories to arbitrate their claims with her. The Agreement applies to matters “that Employee may have against the Company or against its officers, directors, members, supervisors, managers, owners, employees, alleged joint employers, agents in their capacity as such, or that Company may have against Employee.” (Leon Decl., Ex. A at ¶ 3.) Plaintiff relies on Cook v. University of Southern California (2024) 102 Cal.App.5th 312, 326-327, where the court found that a similarly worded agreement lacked mutuality because the plaintiff was required to arbitrate any claims she had with USC’s related entities, but the related entities were not required to arbitrate their claims with her.

But more recent decisions are instructive on this issue. The Ninth Circuit in Cocom v. ABM Aviation, Inc. (2026) No. 25-3246, 2026 U.S. App. LEXIS 18092, *21 (Cocom), noted that “employment-related claims have an inherent asymmetry: an employee is far more likely to sue the employer and third parties—often many at a time, as Cocom has done here—rather than the other way around.” The court there construed a similar provision requiring the employee to arbitrate any claims he had against the Company, “its past, present, and future parent(s), subsidiaries, affiliates, and/or their present, and future officers, directors, and/or employees . . . .” (Ibid.)

Relying on Ayala- Ventura v. Superior Court (2026) 119 Cal.App.5th 241 (Ayala-Ventura), the Ninth Circuit found that unlike Cook because the agreement was limited to employment-related claims it was not unconscionable. (Cocom, supra, 2026 U.S. App. LEXIS 18092 at pp. 21-22.) The Ayala-Ventura court further found the provision there mutual because also unlike Cook, the third parties were limited to invoking the agreement in their capacity as employees or agents only. (Ayala-Ventura, supra, 119 Cal.App.5th at p. 258.)

The Agreement here is likewise limited to employment-related disputes, and third parties are subject to the agreement their capacity as employees or agents only. For these reasons, the Court does not find that this provision lacks mutuality or that it is substantively unconscionable.

Finally, Plaintiff maintains the Agreement contains a blanket PAGA waiver with mandatory-dismissal language that is unlawful. But Plaintiff has not brought a PAGA claim in this action. Therefore, as Plaintiff’s PAGA arguments are inapplicable and moot as to Plaintiff, Plaintiff’s PAGA arguments fail to prove that the Agreement is substantively unconscionable.

Taking all this into account, and in the broad exercise of its discretion, the Court finds that Plaintiff has failed to carry her burden to prove that this Agreement to arbitrate is substantively unconscionable.

As the Court has now ruled that the Agreement to arbitrate is neither procedurally nor substantively unconscionable, all of Plaintiff’s unconscionability arguments to avoid arbitration of her claims fail. So Plaintiff must arbitrate her claims as she promised to do in the Agreement she signed.

CONCLUSION

Accordingly, for all the reasons set forth above and in the broad exercise of the Court’s discretion, Defendants’ Motion to compel arbitration is GRANTED. Moreover, this action is STAYED pending the outcome of this arbitration. (Code Civ. Proc. § 1281.4; 9 U.S.C. § 3.)

SO ORDERED.

Date: August 5, 2026 Hon. Vincent I. Parrett Superior Court of the State of California, County of Santa Clara

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