Mohammad Shaikh v. Quinn Emanuel Urquhart & Sullivan, LLP, et al.

However, if the existence of the agreement is challenged, "[movant] bears the burden of proving [the arbitration agreement's] existence by a preponderance of the evidence." (Rosenthal, supra, p. 413; see also Espejo v. Southern California Permanente Medical Group (2016) 246 Cal.App.4th 1047, 1058-1060.) B.

Discussion

Shaikh filed his Complaint on 5/26/2026. In the Complaint,

Shaikh alleges Quinn has breached its fiduciary duty by filing an Arbitration in which Quinn is opposing him as a former client in a matter substantially related to its prior representation of Shaikh. Quinn allegedly obtained confidential information in a prior case which it could now exploit against him in the new Arbitration. Quinn allegedly also received confidential information about the current Arbitration when Shaikh approached them to discuss a brewing dispute after the prior representation but before the initiation of the current Arbitration.

Shaikh's Complaint seeks an injunction preventing Quinn from representing "Company 1" and "Company 2" (the "Companies") in the Arbitration. Shaikh seeks a broad injunction that Quinn not represent any party in any matter adverse to Shaikh related to the prior case or the 2024 confidential discussions. Currently the Arbitration is the only matter in which Sheikh challenges Quinn's representation adverse to Shaik. The Court understands that the disqualification issue was raised in the Arbitration and that the Arbitrator has at least initially stated that she would wait for this Court's ruling on the disqualification issue.

Defendants move to compel Plaintiff to arbitrate his claims against Quinn pursuant to a signed arbitration agreement. It is agreed that the dispute between Shaikh and the Companies is properly addressed in the Arbitration, and Shaikh has acknowledged the validity of the arbitration agreement. Plaintiff, however, does dispute that his claims against Quinn are subject to arbitration, and he argues that Quinn, as a non-signatory, may not invoke the arbitration clause. These facts present several issues for the Court to address as follows: 1.

As between the Court and the Arbitrator, who has responsibility for deciding whether Quinn should be disqualified from representing the Companies in the Arbitration?

2. May Quinn invoke the arbitration clause as a non-signatory to the agreement?

3. If the Arbitrator denies the motion to disqualify Quinn, may Sheikh seek review in this Court and, if so, what is the standard of review?

4. Is Sheikh entitled to an injunction precluding Quinn from opposing Shaikh in the Arbitration and, if so, what is the scope of the injunction? Question 1 - Who has authority to determine the issue of disqualification in the Arbitration? The first question arising in this dispute is who should decide the conflict issue - the Arbitrator or the Court. It is not necessary to resolve whether Quinn has standing to compel arbitration of that issue. Rather, that issue will be determined whether or not Quinn can enforce the arbitration agreement. The reason is that Quinn is a participant in the Arbitration as counsel for the Companies

regardless of its ability to enforce the agreement as a non-signatory. Any motion to disqualify Quinn in the Arbitration will present the issue whether the arbitration agreement is broad enough to confer authority on the Arbitrator to decide that issue - and it does not at this stage require a determination whether Quinn may invoke independent rights to arbitrate. In the first instance, the Court holds that the Arbitrator is the proper person to decide the issue of the disqualification of Quinn as counsel for the Companies.

The basis for this is the breadth of the arbitration agreement which states that it covers any disputes "arising under or in connection with the agreement." Makenjani Decl. Ex 1, par 30(a). Shaikh argues that a disqualification issue does not "arise under" the agreement, but even if this were true, the plain language of the other clause is that the dispute may arise "in connection with" the agreement. The Court concludes this broad language encompasses the disqualification issue. For a delegation clause within an arbitration agreement to be effective, the language must be clear and unmistakable, and the delegation must not be revocable under state contract defenses. (Aanderud v.

Superior Court (2017) 13 Cal.App.5th 880, 892.) The clause delegates authority by stating that arbitration applies to "any disputes" and there are no allegations that this provision is somehow unconscionable or the product of fraud. (Shaikh Decl., Ex. A.) Thus, the decision of whether to disqualify Quinn as counsel is properly made in the first instance by the Arbitrator. Shaikh argues to this Court that the disqualification issue will necessarily come back to this Court and, therefore, the efficient way to handle the case is simply for this Court to decide the issue and impose the conclusion on the parties to the Arbitration.

That approach would deprive the parties to the arbitration agreement of their agreed choice of forum. But if the law ultimately does provide that this Court must determine the issue, then it would be more efficient to just bite the bullet and make the decision. The principal authority Shaik cites to support his position is Benasra v. Mitchell, (2002), 96 Cal App 4 th 96. The issue as it is described by the Court of Appeal is as follows: "In this case we are asked to determine whether a claim for breach of duty of loyalty against the claimant's former attorneys for representing an opposing party in an arbitration should be foreclosed on res judicata grounds where the claimants had previously submitted an unsuccessful motion to disqualify to the arbitration panel" Id. at 99.

The case did not determine whether the Court can or should decide the disqualification issue for application in the arbitration itself. Rather, the case addressed whether an arbitrator's decision on a disqualification motion binds the Superior Court in a subsequent lawsuit claiming breach of the duty of loyalty. As it would apply to this case, the decision would not disturb the Arbitrator's ruling on the disqualification issue or the merits of the case, but it would not foreclose subsequent litigation on the duty issue in court.

The case addressed whether the arbitrator's ruling had res judicata effect and concluded it

did not. The case does not hold that the issue of disqualification in the arbitration is subject to review by the Court. Instead, it would prevent either party from arguing in subsequent court proceedings that any claim of breach of duty has already been determined by application of res judicata arising from the arbitrator's decision. The Benasra court specifically addressed the issue of whether an aggrieved party to the arbitration could avoid submission of the issue to the arbitrator by obtaining a TRO in court.

The court of appeal rejected that idea stating as follows: "That is hardly a recipe for judicial economy....More importantly, the party raising the conflict issue should not be discouraged from having it addressed in the first instance by the tribunal most familiar with the facts - the arbitration panel." Id. at 115. For these reasons the Court concludes that the Arbitrator should make the decision on disqualification for purposes of the Arbitration, and would also note that in subsequent litigation in court that decision will not have res judicata effect.

With all this in mind, the Court determines that the best path forward is to submit the issue to the Arbitrator for a final decision applicable to the Arbitration proceeding. Question 2 - May Quinn invoke the arbitration clause as a non-signatory? As a preliminary matter, the issue of Quinn's representation of the Companies will be presented in the Arbitration whether or not the Court concludes Quinn itself may submit the issues in the Complaint to arbitration. The parties dispute whether the Court may even decide this issue.

In Benaroya v. Willis (2018) 23 Cal.App.5th 462, 467 (Benaroya), the Court of Appeal held that while an arbitrator may determine "whom among signatories to an arbitration agreement are proper parties for the dispute to be arbitrated," it is left to the trial court to determine whether a non-signatory can be compelled to arbitrate. (Ibid.) It stands to reason that the trial court must also then decide whether a non-signatory may compel the arbitration of a signatory. But this issue does not need to be decided now, and perhaps not ever.

Quinn does not need itself to be a party to the Arbitration - it will be a participant as counsel to the Companies. The Arbitrator's decision will guide that issue. Accordingly, the Court will not rule on that issue as it is unnecessary to determine at this time. Question 3 - If the Arbitrator denies the motion to disqualify Quinn, may or should the Court review that decision and, if so, what is the standard of review? Preliminarily, if the Arbitrator proceeds to decide the disqualification issue first, and if she does disqualify Quinn, then the matter should be resolved.

As discussed above, this is true whether or not Quinn is itself a party to the Arbitration (as distinct from simply being counsel to a party to the Arbitration). Given that possibility, the Court believes the Arbitrator should rule on the issue prior to further proceedings in this Court as they may be

unnecessary. If the Arbitrator denies the motion to disqualify Quinn, then the issue of whether this Court should make its own independent assessment of the issue is required. Because the issue has been delegated to the Arbitrator and the arbitration process, there is no right to appeal to the Superior Court whatsoever. Ultimately the Court may be asked to rule on a Petition to confirm an Award, but the grounds for that review are narrowly limited. Thus the only available review of the Arbitrator's decision would be on a Petition to Confirm and no other judicial review is available.

Question 4 -- Is Sheikh entitled to an injunction precluding Quinn from opposing Shaikh in the Arbitration and, if so, what is the scope of the injunction? Injunctive relief is not available to Shaikh to overturn the Arbitrator's decision. As stated in Benasra, making injunctive relief available to reverse an Arbitrator's decision on disqualification "is hardly a recipe for judicial economy." While the Arbitrator's decision would not have res judicata effect in subsequent litigation, this Court should not interfere with the decision of an Arbitrator whom the parties have agreed should decide issues in connection with the dispute.

C.

Conclusion

Given the foregoing, the Court concludes that the Arbitrator should decide the disqualification issue, which may be done without adding Quinn as a party to the Arbitration. That decision will govern the proceedings in the Arbitration. If there is subsequent litigation regarding which the issue of breach of the duty of loyalty by Quinn is relevant, the Arbitrator's ruling on this issue will not have res judicata effect. | Home -->)" -->