Webb vs. Orange County Solar, Contracting Services Inc.

“Other than as provided in this Agreement, the Company and I agree that any controversy, dispute, or claim that could otherwise be raised in court (“Covered Claim”) that the Company has against me or the I have against the Company, its current or former officers, directors, members, employees, vendors, clients, customers, agents, parents, subsidiaries, affiliated companies, successors, or assigns, shall be settled exclusively by binding arbitration rather than in court. It is

the parties’ intent that all claims between them covered by this Agreement are to be resolved through binding arbitration to the fullest extent permitted by law, not an administrative proceeding or court. However, if an arbitration award would be rendered ineffectual without provisional relief including, but not limited to, preliminary injunctions or temporary restraining orders, either party may request such relief from a court of competent jurisdiction to preserve the status quo pending arbitration.” (Ex. A, § II.)

Plaintiff opposes the motion on the grounds that Defendant has not established Plaintiff knowingly consented to the arbitration agreement the agreement was “imposed through surprise and oppression.” (Opp., pp. 2-3.)

Legal Standard:

“General principles of contract law determine whether the parties have entered a binding agreement to arbitrate.” (Pinnacle Museum Tower Assn. v. Pinnacle Mkt. Dev. (US), LLC (2012) 55 Cal. 4th 223, 236.) “Generally, an arbitration agreement must be memorialized in writing.” (Id.) “A party’s acceptance of an agreement to arbitrate may be express, as where a party signs the agreement,” but “[a] signed agreement is not necessary, however, and a party’s acceptance may be implied in fact[.]” (Id.) “The party seeking arbitration bears the burden of proving the existence of an arbitration agreement, and the party opposing arbitration bears the burden of proving any defense, such as unconscionability.” (Id.)

“[U]nconscionability has both a ‘procedural’ and a ‘substantive’ element, the former focusing on ‘oppression’ or ‘surprise’ due to unequal bargaining power, the latter on ‘overly harsh’ or ‘one-sided’ results.” (Armendariz v. Found. Health Psychcare Servs., Inc. (2000) 24 Cal. 4th 83, 114.) “The prevailing view is that [procedural and substantive unconscionability] must both be present in order for a court to exercise its discretion to refuse to enforce a contract or clause under the doctrine of unconscionability.” (Id.) “But they need not be present in the same degree.” (Id.) “Essentially a sliding scale is invoked which disregards the regularity of the procedural process of the contract formation, that creates the terms, in proportion to the greater harshness

or unreasonableness of the substantive terms themselves.” (Id.) “In other words, the more substantively oppressive the contract term, the less evidence of procedural unconscionability is required to come to the conclusion that the term is unenforceable, and vice versa.” (Id.) The Court should consider five factors to determine whether an arbitration agreement is enforceable in the employment context. (Id. at 102.) The agreement must: 1) provide for a neutral arbitrator; 2) provide for more than minimal discovery; 3) require the arbitrator to issue a written decision; 4) provide for the same remedies that

would otherwise be available to the employee in court; and 5) not require employees to pay either unreasonable costs or any arbitrators’ fees or expenses as a condition of access to the arbitration forum. (Id.)

California courts have held an individual’s failure to read or understand the terms of an arbitration agreement does not alone render it unconscionable. (See Brookwood v. Bank of America (1996) 45 Cal.App.4th 1667, 1674.) Failure to provide a copy of the rules or clearly identify the rules so that the employee could locate them may give rise to a finding of some unconscionability. (See Carbajal v. CWPSC, Inc. (2016) 245 Cal.App.4th 227, 245 [finding moderate level of procedural unconscionability based on adhesive nature and failure to attach or identify governing rules in employment context].)

“It is well settled that adhesion contracts in the employment context, that is, those contracts offered to employees on a take-it-or-leave-it basis, typically contain some aspects of procedural unconscionability. Assuming the Agreement here is adhesive in character, this adhesive aspect of an agreement is not dispositive. Courts have observed that when, as here, there is no other indication of oppression or surprise, 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 (2013) 219 Cal.App.4th 1462, 1470 [cleaned up].)

Application:

Although the arbitration agreement attached as Defendant’s Exhibit A does not contain Plaintiff’s signature, Defendant’s administrator Ms. Torres declares Defendant’s records reflect that Plaintiff electronically signed the agreement as part of the onboarding process on 3/11/24. (¶ 14.)

Plaintiff does not deny signing the March 2024 arbitration agreement. Rather, he declares he signed the onboarding documents without being told he could negotiate and did not understand he was separately agreement to arbitration or given the arbitration rules. (¶¶ 2-6.) He further agreed to arbitration when accepting Defendant’s offers for the Sales Team Lead position and Sales Consultant position at later dates, but declares he did not intend to affirm a prior arbitration agreement at that time and the arbitration rules were not provided. (¶¶ 7-10.) When signing the August 2025 Sales Consultant agreement, Plaintiff stated he

wanted to have an attorney review it but was pressured to sign it “under duress” by Defendant’s management. (¶¶ 13-15.)

Plaintiff has not shown the March 2024 arbitration agreement was invalid. Plaintiff electronically consented to the detailed agreement, which specifies the arbitration shall be conducted pursuant to JAMS Employment Arbitration rules. Plaintiff has not shown the JAMS rules are substantively unconscionable under California law. Although Plaintiff later reaffirmed his consent to arbitration when signing documents accepting other positions within the company, the circumstances of those documents do not demonstrate unconscionability as to the initial agreement to arbitrate, which had already been executed at hiring.

Defendant has demonstrated the existence of a binding arbitration agreement which is not unconscionable under California law. Plaintiff has failed to demonstrate there was no

mutual consent or that unconscionability renders the agreement invalid. Therefore, the motion is granted. 12 24-01422867 Motion to Be Relieved as Counsel of Record

Zelaya vs. Nissan North Moving attorney has not shown he has complied with the requirements America, Inc. of California Rules of Court, rule 3.1362. It does not appear a proof of service of the form Notice and Motion (MC-051) or Declaration (MC- 052) has been filed.

The motion of Prestige Legal Solutions, P.C. to be relieved as counsel for plaintiff Veronica Zelaya is CONTINUED to August 27, 2026 at 10:00 a.m., in Department C33. Prestige Legal Solutions, P.C. is ordered to re-serve all moving papers along with a proof of service within five court days before the new hearing date. Moving attorney to give notice of new hearing date.