Elsayed v. Viral Vamp LLC, et al.

The grounds for defendants’ motion set forth in the moving papers will not provide the relief they seek in enforcing the forum selection clause within the parties’ Amazon ECommerce Store Management Service Agreement. As a result, the motion to transfer venue to Florida is denied.

In the alternative, defendants’ motion seeks to compel the parties to arbitrate their claims consistent with the Dispute Resolution clause with in the Agreement. The 6

Agreement provides, “[t]o the fullest extent permitted by law, all disputes arising out of and related to this Agreement (hereinafter “Dispute” or “Disputes”) shall be resolved exclusively by neutral binding arbitration in accordance with Chapter 682, Fla. Stat. by an arbitrator that is mutually selected by the parties.” (Robertson Decl., ¶ 9, Ex. A, ¶ k.)

“[W]hen a petition to compel arbitration is filed and accompanied by prima facie evidence of a written agreement to arbitrate the controversy, the court itself must determine whether the agreement exists and, if any defense to its enforcement is raised, whether it is enforceable. Because the existence of the agreement is a statutory prerequisite to granting the petition, the petitioner bears the burden of proving its existence by a preponderance of the evidence. If the party opposing the petition raises a defense to enforcement - either fraud in the execution voiding the agreement, or a statutory defense of waiver or revocation (see § 1281.2, subds. (a), (b)) - that party bears the burden of producing evidence of, and proving by a preponderance of the evidence, any fact necessary to the defense.” (Rosenthal v. Great Western Fin. Securities Corp. (1996)14 Cal. 4th 394, 413.)

Here, defendants have met their burden of demonstrating the existence of an agreement to arbitrate the claims arising from the Amazon Ecommerce Store Management Service Agreement as alleged in the operative First Amended Complaint. (Robertson Decl., ¶ 9, Ex. A, ¶ k.)

In opposition, plaintiff does not contest signing the agreement but argues he was fraudulently induced to sign the agreement and would not have signed if he knew of defendants’ plan to take undisclosed profits from him. (Elsayed Decl., ¶¶ 8-9.) A contract fraudulently induced is voidable. (Rosenthal, supra, 14 Cal.4th at p. 415.)

“When a party to a contract containing an arbitration clause asserts fraud in the inducement of the contract generally, the assertion is no bar to the arbitration of the contract. [¶] The separable arbitration clause is considered valid, and the parties must arbitrate whether the contract was induced by fraud (even though a finding of fraud in the inducement may result in rescission of the contract as a whole).” (Brown v. Wells Fargo Bank, N.A. (2008) 168 Cal.App.4th 938, 958, citing Rosenthal, supra, at pp. 415-417.)

Plaintiff’s claim for fraudulent inducement does not preclude enforcement of the arbitration clause within the agreement.1 Accordingly, the court intends to grant defendants’ motion to compel arbitration of plaintiff’s claims in accordance with the parties’ agreement.

1 The Agreement at issue also includes a choice of law provision agreeing that the laws of the

State of Florida shall govern any dispute relating to the agreement. (Robertson Decl., ¶9, Ex. A, ¶ l.) Neither party argues whether Florida law is intended to govern the enforcement of the arbitration provision, however it appears in accord with California law that an attack on the validity of the contract as a whole rather than specifically attacking the arbitration provision will not bar claims from being submitted to arbitration. (See Simpson v. Cohen (Fla. 4th DCA 2002) 812 So.2d 588, 590 [“It is well established that a dispute must be arbitrated where a complaint alleges fraud seeking to avoid or invalidate an entire agreement, rather than just the arbitration clause within the agreement.”].) 7

Pursuant to California Rules of Court, rule 3.1312(a), and Code of Civil Procedure section 1019.5, subdivision (a), no further written order is necessary. The minute order adopting this tentative ruling will serve as the order of the court and service by the clerk will constitute notice of the order.

Tentative Ruling

Issued By: SMC on August 12, 2026. (Judge’s initials) (Date)

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