Gilberto Soto Aburto, et al. v. Capital Ready Mix, Inc., et al.

Case Number: 25CHCV03843 DEFENDANTS TIGRAN ANEIAN AND CAPITAL READY MIX, INC.'S MOTION TO COMPEL ARBITRATION AND/OR TO STAY ACTION PENDING ARBITRATION Motion filed on April 24, 2026. MOVING PARTIES: Tigran Aneian and Capital Ready Mix, Inc. RESPONDING PARTIES: Gilberto Soto Aburto, Soto Ready Mix, Inc., and Soto Concrete, Inc. NOTICE: OK. RELIEF REQUESTED: Moving Defendants seek an order compelling Plaintiffs to arbitrate before JAMS all claims asserted in the First Amended Complaint against all Defendants and staying this action pending arbitration. RULING: Granted in part.

BACKGROUND On October 29, 2025, Gilberto Soto Aburto (Plaintiff Soto), Soto Ready Mix, Inc. (Plaintiff SRM), and Soto Concrete, Inc. (Plaintiff SCI) (collectively, Plaintiffs) filed the Complaint against Capital Ready Mix, Inc. (Defendant CRM) and Tigran Aneian (Defendant Aneian) (collectively, Moving Defendants). On April 10, 2026, Plaintiffs filed the First Amended Complaint (FAC), adding BKG Group Management, LLC (Defendant BKG). The FAC alleges causes of action for breach of contract, specific performance, breach of the implied covenant of good faith and fair dealing, intentional misrepresentation, fraudulent inducement, fraudulent concealment, unjust enrichment, conversion, and declaratory relief.

Moving Defendants filed this motion on April 24, 2026, supported by the declarations of Aneian and Robert F. Kull. Plaintiffs filed a conditional non-opposition and the supporting declaration of James F. Warren IV on July 6, 2026. Moving Defendants filed a reply and supplemental declaration of Kull on July 10, 2026. On July 17, 2026, the Court continued the hearing for supplemental briefing. On August 3, 2026, Plaintiffs filed a supplemental opposition, a request for judicial notice, and the declarations of Soto, Jonathan Lopez, and Warren. Moving Defendants filed a supplemental reply, the supplemental declaration of Aneian, the supplemental declaration of Kull, and evidentiary objections on August 7, 2026. Plaintiffs filed a response to the evidentiary objections on August 10, 2026.

LEGAL STANDARD Parties may be compelled to arbitrate a dispute upon the court finding that: (1) there was a valid agreement to arbitrate between the parties; and (2) said agreement covers the controversy or controversies in the parties' dispute.¿(Omar v. Ralphs Grocery Co. (2004)¿118 Cal.App.4th 955, 961.)

A party moving to compel arbitration has the burden of establishing the existence of a valid agreement to arbitrate and the party opposing the petition has the burden of proving, by a preponderance of the evidence, any fact necessary to its defense. (Banner Entertainment, Inc. v. Superior Court¿(1998) 62 Cal.App.4th 348, 356-357.) A party seeking to compel arbitration meets their initial burden of establishing the existence of a valid arbitration agreement by attaching a copy to the motion. (Condee v. Longwood Mgmt. Corp. (2001) 88 Cal.App.4th 215, 218-219 (Condee).)

"California has a strong public policy in favor of arbitration and any doubts regarding the arbitrability of a dispute are resolved in favor of arbitration." (Coast Plaza Doctors Hospital v. Blue Cross of California (2000) 83 Cal.App.4th 677, 686.) "This strong policy has resulted in the general rule that arbitration should be upheld unless it can be said with assurance that an arbitration clause is not susceptible to an interpretation covering the asserted dispute." (Ibid. [internal quotations omitted].) This is in accord with the liberal federal policy favoring arbitration agreements under the Federal Arbitration Act (FAA), which governs all agreements to arbitrate in contracts involving interstate commerce. (9 U.S.C. Sec. 2, et seq.; Higgins v. Superior Court (2006) 140 Cal.App.4th 1238, 1247.)

DISCUSSION Request for Judicial Notice Plaintiffs' request for judicial notice of the First Amended Complaint and Cross-Complaint filed in Super Natural, Inc. v. Capital Ready Mix, Inc., Los Angeles Superior Court Case No. 22STCV23645, is GRANTED as to the existence, filing, and contents of those court records. (Evid. Code, Sec. 452, subd. (d).) The Court does not take judicial notice of the truth of disputed factual allegations contained in those pleadings.

Evidentiary Objections The Court rules on Moving Defendants' evidentiary objections as follows: Overruled: 1-18. The Court's July 17, 2026 order expressly authorized Plaintiffs to address all grounds on which the motion should be denied or limited. The Court therefore considers the supplemental arguments and rejects Moving Defendants' contention that Plaintiffs waived them by filing the conditional non-opposition.

Agreement and Scope On January 31, 2022, Plaintiff Soto (as Buyer) and Defendant CRM (as Seller) entered into an Asset Purchase Agreement (APA). Provision 16M of the APA states: "In the event a dispute of any kind or nature arises under this Agreement, any documents executed in connection with this Agreement, or any matters related to this Agreement, the parties shall, within ninety (90) days of the receipt by the other party of a demand for arbitration, select a mutually agreeable arbitrator and submit the dispute to such arbitrator for binding arbitration, through the Judicial Arbitration Mediation Services, Inc., and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction therof.

In the event the parties are unable to agree upon an arbitrator, the arbitrator shall be appointed in accordance with the rules and procedures of the Judicial Arbitration Mediation Services, Inc. The fees for the arbitration proceedings shall be forwarded by the party demanding arbitration. However, the arbitration fee shall be paid or reimbursed by the non-prevailing party, as determined by the arbitrator, who shall also award appropriate attorneys' fees and costs to the prevailing party." (Aneian Decl., P. 2, Ex.

A at p. 14.)

The APA is signed by Plaintiff Soto and Defendant CRM. Defendant Aneian signed for Defendant CRM as its "President." (Aneian Decl., P. 2, Ex. A at p. 15.) Plaintiff Soto does not dispute that he signed the APA as Buyer. (Soto Decl., P.P. 3, 5.) Moving Defendants have established a valid arbitration agreement between Plaintiff Soto and Defendant CRM.

Defendant Aneian states that Defendant CRM's business purchased cement products and equipment from outside California. (Aneian Decl., P. 3.) The APA concerns the sale of that business and its assets. (Aneian Decl., P. 2, Ex. A.) The APA therefore evidences a transaction involving interstate commerce, and the FAA applies.

The arbitration provision applies to "a dispute of any kind or nature" arising under the APA, documents executed in connection with the APA, or any matter related to the APA. The contract, specific performance, and implied covenant claims allege violations of obligations created by the APA, including the failure to provide the promised sublease rights and bill of sale. (FAC, P.P. 55-79.) The fraud claims allege that Moving Defendants made misrepresentations and concealed material facts to induce Plaintiffs to enter into and perform the APA. (FAC, P.P. 1-3, 20-21, 26-33, 80-102.)

The unjust enrichment claim seeks restitution of benefits conferred through performance of the APA. (FAC, P.P. 103-106.) The conversion claim seeks recovery of payments allegedly made pursuant to the APA after Defendant Aneian sold his interest in Defendant CRM. (FAC, P.P. 48-49, 107-111.) The declaratory relief claim seeks a determination of the parties' rights and obligations concerning the assets and payments governed by the APA. (FAC, P.P. 112-117.) Each claim therefore arises under the APA or concerns a matter related to it and falls within the broad scope of provision 16.M.

The Court finds that: (1) there was a valid agreement to arbitrate between the parties; and (2) the agreement covers the controversies in the parties' dispute.

Moving Parties and Nonsignatories Plaintiffs contend the motion was brought only by Defendant Aneian and was not authorized by Defendant CRM or Defendant BKG. Although one sentence in the notice identifies only Defendant Aneian, counsel appears for Defendant Aneian and specially appearing Defendant CRM, and the memorandum's conclusion requests relief for both. (Mot. at pp. 1-2, 20.) The supplemental reply likewise is submitted on behalf of both Moving Defendants and requests relief for both. (Supp. Reply at pp. 1, 10.) Read as a whole, the motion was brought by Defendant Aneian and Defendant CRM. Defendant BKG did not join the motion.

"Most courts have held that a nonsignatory who is the agent of a party to a contract containing an arbitration clause may compel the other parties to the contract to arbitrate their claims against nonsignatory for liability arising under the contract ... but not other claims." (Fuentes v. TMCSF, Inc. (2018) 26 Cal.App.5th 541, 551.) A nonsignatory may enforce an arbitration clause under equitable estoppel only when the claims against the nonsignatory are "dependent upon, or founded in and inextricably intertwined with," the obligations imposed by the agreement containing the arbitration clause. (Goldman v.

KPMG LLP (2009) 173 Cal.App.4th 209, 217-218.) A nonsignatory plaintiff may also be compelled to arbitrate, even against a nonsignatory defendant, when the claim is based on, or inextricably intertwined with, the contract containing the arbitration clause. (JSM Tuscany, LLC v. Superior Court (2011) 193 Cal.App.4th 1222, 1239-1242.)

In Ford Motor Warranty Cases (2025) 17 Cal.5th 1122, 1133-1138, the buyers' claims against a nonsignatory manufacturer arose from the manufacturer's independent warranty obligations rather than the substantive terms of the buyers' sales contracts with the dealers. Equitable estoppel therefore did not permit the manufacturer to enforce the arbitration provisions in those contracts. The circumstances here are different. Defendant Aneian was Defendant CRM's president and sole shareholder when the APA was executed and signed the APA for Defendant CRM as its president. (Aneian Decl., P.P. 1-2, Ex.

A.) The FAC alleges that Defendant Aneian acted as Defendant CRM's agent, negotiated the APA for Defendant CRM, and made the representations that induced Plaintiff Soto to enter the APA. (FAC, P.P. 17, 19-21.) The FAC further alleges that Defendant Aneian received payments made pursuant to the APA. (FAC, P.P. 48-49, 108-109.) The claims against Defendant Aneian require determination of the rights promised by the APA, the performance due under the APA, and the parties' entitlement to payments required by the APA. (FAC, P.P. 80-117.)

Unlike the contracts in Ford Motor Warranty Cases, the APA supplies the substantive promises and payment obligations on which the claims depend. These allegations and evidence support enforcement of provision 16.M under agency or equitable estoppel principles. Moving Defendants may therefore enforce provision 16.M against Plaintiff Soto.

Plaintiff SRM and Plaintiff SCI did not sign the APA. The FAC nevertheless alleges that all three Plaintiffs were induced to pay for and operate the acquired business and assets. (FAC, P. 1.) Plaintiff Soto states that he operates Plaintiff SRM and Plaintiff SCI and that those companies made the down payments and monthly payments required by the APA. (Soto Decl., P.P. 2, 7, 11-12.) Plaintiff Soto further states that Plaintiff SCI entered a replacement sublease and incurred increased rent because the promised sublease could not be provided. (Soto Decl., P. 10.)

Plaintiff SRM and Plaintiff SCI seek damages or restitution based on payments made in performance of the APA and the alleged failure to receive the rights and benefits promised by the APA. (FAC, P.P. 80-111.) Their claims therefore depend on the APA's substantive payment and performance obligations. Plaintiff SRM and Plaintiff SCI cannot seek relief on that basis while avoiding the APA's arbitration provision. They are equitably estopped from avoiding provision 16.M. Accordingly, Moving Defendants may compel all Plaintiffs to arbitrate the claims asserted against Moving Defendants.

The Court does not rely on the disputed December 2025 assignment to Defendant Aneian. Because the motion is resolved on signatory, agency, and equitable estoppel grounds, the Court need not determine the validity or effect of that assignment. Defendant BKG did not join the motion and has not appeared. Moving Defendants have not established a basis on this motion to compel Plaintiffs to arbitrate their claims against Defendant BKG. The request to compel arbitration is denied without prejudice as to Defendant BKG.

Assent and Fraud While failing to read or understand a contract's arbitration clause is generally not a defense, the contract cannot be deceptive and hide the arbitration clause. (Domestic Linen Supply Co., Inc. v. L J T Flowers, Inc. (2020) 58 Cal.App.5th 180, 185.) Fraud in the execution occurs when a party is deceived as to the nature of the act and does not know what the party is signing. Mutual assent is absent, and the contract is void. (Rosenthal v. Great Western Financial Securities Corp. (1996) 14 Cal.4th 394, 415.)

Fraud in the inducement occurs when the party knows what the party is signing but consent is induced by fraud. Mutual assent is present, and the contract is voidable. (Ibid.) To defeat a petition to compel arbitration, the asserted fraud must go specifically to the making of the agreement to arbitrate rather than the contract generally. (Engalla v. Permanente Medical Group, Inc. (1997) 15 Cal.4th 951, 973.)

Here, Plaintiff Soto states that English is not his first language, he negotiated and signed the APA without counsel, Defendant Aneian did not disclose or explain provision 16.M, and he did not learn of the provision until consulting litigation counsel. (Soto Decl., P.P. 2, 5-6, 17.) Those facts bear on procedural unconscionability. They do not establish fraud in the execution or fraud directed specifically at provision 16.M. Provision 16.M appears under the separate heading "M. Arbitration" on page 14 of the APA, immediately before the signature page. (Aneian Decl., P. 2, Ex.

A at pp. 14-15.) Plaintiff Soto states that he signed the APA as Buyer and negotiated and signed it himself, without counsel and in English. (Soto Decl., P.P. 3, 5.) He further states that Defendant Aneian never told him the APA contained an arbitration provision, never explained arbitration or the loss of a judicial forum, and that he first learned of the provision from litigation counsel. (Id., P.P. 6, 17.) Plaintiff Soto does not state that Defendant Aneian prevented him from reviewing the APA, concealed any page, affirmatively represented that the APA contained no arbitration provision, or misdescribed provision 16.M.

Nor does Plaintiff Soto state that he was unable to read English. He states that English is not his first language and that he is more comfortable speaking Spanish. (Id., P. 2.)

Defendant Aneian declares that Plaintiff Soto received draft transaction documents, stated he would have an attorney review them, negotiated a reduction of the proposed purchase price from $7.5 million to $6.5 million, negotiated the payment schedule and asset list, and reviewed portions of the draft and final APA with Defendant Aneian. (Supp. Aneian Decl., P.P. 2-4.) Plaintiff Soto did not request an explanation or translation of provision 16.M. (Id., P.P. 4-5.) Provision 16.J also advised that a party who did not engage counsel to review the APA knowingly and voluntarily elected to waive that right. (Aneian Decl., P. 2, Ex. A at pp. 13-14.) The Court finds no misrepresentation, active concealment, or other fraud directed specifically at provision 16.M.

Courts do not look to the contract as a whole to determine arbitrability. Challenges to the validity of the underlying contract (i.e., ambiguous, unclear, lack of consideration, mutual mistake) are not considered. The only question is whether the parties knowingly agreed to arbitrate disputes under the contract. If they did, the arbitration clause is deemed separable from the balance of the contract and is enforced despite defenses to the underlying contract. (Prima Paint Corp. v. Flood & Conklin Mfg.

Co. (1967) 388 U.S. 395, 403-404.) Plaintiffs' allegations concerning Defendant CRM's leasehold, the sublease, the bill of sale, the later stock sale, and payments made to Defendant Aneian challenge the APA and the transaction as a whole. They do not establish fraud directed specifically at provision 16.M. Those disputes concern the merits and are for the arbitrator. The judicially noticed pleadings establish only that the allegations were made. They do not establish that a sublease was forged or that any other disputed allegation is true.

Unconscionability "'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.' [Citation.] But they need not be present in the same degree." (Armendariz v. Foundation Health Psychcare Services, Inc. (2000) 24 Cal.4th 83, 114.) A sliding scale applies. The more substantively oppressive the term, the less evidence of procedural unconscionability is required, and vice versa. (Ibid.)

Procedural Unconscionability "Procedural unconscionability" concerns the manner in which the contract was negotiated and the parties' circumstances at that time. It focuses on "oppression or surprise due to unequal bargaining power." (Baltazar v. Forever 21, Inc. (2016) 62 Cal.4th 1237, 1243.) Oppression arises from an inequality of bargaining power and an absence of real negotiation or meaningful choice. (Nyulassy v. Lockheed Martin Corp. (2004) 120 Cal.App.4th 1267, 1281.) Surprise ordinarily concerns the extent to which the challenged terms are hidden in an overly complex printed form. (Ibid.)

The analysis begins with whether the agreement is adhesive and also considers the time afforded for review, the pressure exerted to sign, the length and complexity of the provision, the party's education and experience, and whether counsel aided the review. (OTO, L.L.C. v. Kho (2019) 8 Cal.5th 111, 126-127.) An adhesive contract establishes some degree of procedural unconscionability, but adhesion alone does not render an arbitration clause unenforceable. (Baltazar, supra, 62 Cal.4th at p. 1244.)

The record supports some procedural concern. The APA was drafted by counsel retained by Defendant Aneian. (Supp. Aneian Decl., P. 2.) Plaintiff Soto did not have counsel when he signed it. English is not his first language, he is more comfortable speaking Spanish, and no one explained provision 16.M to him in either language. (Soto Decl., P.P. 2, 5-6, 17.) These facts support some inequality in the parties' access to legal assistance and some resulting procedural unconscionability.

The evidence does not, however, establish substantial oppression. Plaintiff Soto and his father initiated the proposed purchase after doing business with Defendant CRM for approximately three years. Defendant Aneian considered the proposal for approximately three months before proceeding. (Supp. Aneian Decl., P. 1.) Defendant Aneian declares Plaintiff Soto received draft documents containing the same arbitration provision, stated he would have an attorney review them, negotiated a $1 million reduction in the purchase price, negotiated the payment terms and asset list, and obtained changes to the final APA. (Supp.

Aneian Decl., P.P. 2-3.) Those negotiations lasted approximately one month. (Supp. Aneian Decl., P. 3.) The record contains no evidence that Defendant CRM imposed a deadline, refused a request to negotiate provision 16.M, or told Plaintiff Soto that the APA had to be signed immediately and without review.

The showing of surprise is also limited. Provision 16.M was not placed on the reverse side of a standardized form or hidden among mass terms and conditions, as in Spence v. Omnibus Industries (1975) 44 Cal.App.3d 970, 973-975. It appears under the separate heading "M. Arbitration" on page 14 of a 15-page APA, directly before the signature page. (Aneian Decl., P. 2, Ex. A at pp. 14-15.) The clause is two paragraphs long and expressly states that disputes shall be submitted to binding arbitration through JAMS. (Id., Ex.

A at p. 14.) Although Plaintiff Soto states that he did not know the APA contained an arbitration provision and did not understand arbitration, unilateral ignorance of the provision, standing alone, does not avoid the agreement. A party generally is bound by a signed arbitration agreement regardless of whether the party read it or was aware of the arbitration clause when signing. (Brookwood v. Bank of America (1996) 45 Cal.App.4th 1667, 1674.)

Considering all circumstances, and even assuming the APA was adhesive as to provision 16.M, the Court finds only a low degree of procedural unconscionability. The lack of counsel and explanation provides some support for the defense. The negotiated commercial setting, the drafts and opportunity for review, the changes Plaintiff Soto obtained, and the conspicuous placement of provision 16.M substantially reduce any showing of oppression or surprise.

Substantive Unconscionability Substantive unconscionability focuses on the terms of the agreement and whether those terms are overly harsh or one-sided. (Sanchez v. Valencia Holding Co., LLC (2015) 61 Cal.4th 899, 910-911.) It requires a substantial degree of unfairness beyond a simple bad bargain. (Id. at p. 911.) The paramount consideration is mutuality. (Carmona v. Lincoln Millennium Car Wash, Inc. (2014) 226 Cal.App.4th 74, 85.) A term is not substantively unconscionable merely because it provides one side a greater benefit. The commercial setting, purpose, and effect of the term must be considered. (Sanchez, supra, 61 Cal.4th at pp. 911-912.)

Provision 16.M is bilateral. It requires "the parties" to arbitrate any dispute arising under the APA, documents executed in connection with it, or matters related to it. (Aneian Decl., P. 2, Ex. A at p. 14.) It does not reserve Defendant CRM's likely claims for court while requiring Plaintiffs to arbitrate theirs. It contains no unilateral modification right, damages limitation, shortened limitations period, or restriction on the claims or remedies available to Plaintiffs. The parties must mutually agree on the arbitrator, and if they cannot, the arbitrator is appointed under JAMS rules and procedures. (Ibid.) Nothing in the provision gives Defendant CRM or Defendant Aneian unilateral control over the arbitrator or the adjudicative process.

The fee language is also bilateral. It assigns advancement to whichever party demands arbitration and gives the arbitrator authority to determine ultimate payment or reimbursement based on the outcome. (Aneian Decl., P. 2, Ex. A at p. 14.) It does not require Plaintiffs to bear arbitration costs regardless of the outcome or give Moving Defendants a one-sided benefit. Plaintiffs identify the JAMS filing and case-management charges and contend that advancing arbitrator compensation would be expensive. (Supp.

Opp. at pp. 10-11, 15-18.) The party resisting arbitration bears the burden of showing the likelihood of prohibitive arbitration costs. (Penilla v. Westmont Corp. (2016) 3 Cal.App.5th 205, 218.) Plaintiffs submit no evidence concerning their income, assets, liabilities, available funds, or inability to pay the arbitration fees. (See Soto Decl., P.P. 1-17.) They therefore have not shown that the fees would make arbitration inaccessible or deprive them of a forum. Provision 16.M is not so one-sided or unduly oppressive as to be substantively unconscionable.

Because Plaintiffs show, at most, a low degree of procedural unconscionability and no substantive unconscionability, the defense does not provide a basis to deny enforcement.

Initiation and Fees Provision 16.M provides that "[t]he fees for the arbitration proceedings shall be forwarded by the party demanding arbitration." It further provides that "the arbitration fee shall be paid or reimbursed by the non-prevailing party, as determined by the arbitrator," and that the arbitrator shall award appropriate attorney fees and costs to the prevailing party. (Aneian Decl., P. 2, Ex. A at p. 14.) Provision 16.M first uses "demand for arbitration" to describe the demand received by the opposing party that initiates selection of the arbitrator and submission of the dispute. Read in that context, the later reference to the "party demanding arbitration" means the party serving the demand that presents claims for resolution, not merely the party asking a court to enforce the agreed arbitral forum.

In Arzate v. ACE American Insurance Co. (2025) 108 Cal.App.5th 1191, the employees asserting the claims were required to initiate arbitration even though the employer had moved to compel it. Read in the context of the entire agreement, the party wanting or demanding arbitration was the party seeking redress on the legal claims. (Id. at pp. 1200-1201.) The court also explained that an arbitration demand identifies the dispute and relief sought and that it would be anomalous to require the party against whom relief is sought to present its opponent's claims. (Id. at p. 1201.) The same reasoning applies here. Plaintiffs assert the claims and seek affirmative relief. Moving Defendants' request that Plaintiffs comply with provision 16.M and their filing of this motion do not make Moving Defendants the claimants or require them to present Plaintiffs' claims to JAMS.

The January 22, 2026 letter does not establish otherwise. Warren states that Defendant Aneian's counsel asserted Defendant Aneian's right to arbitrate, threatened a motion to compel if Plaintiffs did not arbitrate, and stated that counsel would accept service of a demand for arbitration for Defendant Aneian. (Supp. Warren Decl., P. 7.) The offer to accept service contemplated that Plaintiffs would prepare and serve the operative demand.

Spence v. Omnibus Industries (1975) 44 Cal.App.3d 970 does not require a different result. Spence applied an arbitration-provider rule requiring the "initiating party" to pay the filing fee. It did not construe a contractual provision assigning fees to the party serving a demand for arbitration. Applying the rules governing adhesion contracts, the court deemed the contractor defendants the initiating parties. The arbitration clause was hidden among densely printed terms in a standardized home-remodeling contract, and the disparity between the court and arbitration filing fees could effectively discourage or preclude the homeowners from pursuing their claims. (Id. at pp. 973-975.)

Here, provision 16.M is separately identified in a commercial asset-purchase agreement negotiated over approximately one month, and Plaintiffs have not shown that the JAMS fees would deprive them of a forum. Plaintiffs are therefore the parties required to serve the demand and initiate the JAMS proceeding. As the parties demanding arbitration within the meaning of provision 16.M, Plaintiffs must forward the fees for the arbitration proceedings as invoiced and administered by JAMS. The arbitrator shall determine the ultimate payment or reimbursement of those fees and any award of attorney fees and costs under provision 16.M.

Stay Because the claims against Defendant BKG arise from the same APA transaction and involve overlapping issues (FAC, P.P. 15, 17, 48, 52-54, 116), the Court elects to order arbitration between Plaintiffs and Moving Defendants and stay the action in its entirety pending completion of arbitration. (Code Civ. Proc., Sec.Sec. 1281.2, subd. (c), 1281.4; 9 U.S.C. Sec. 3; see Cronus Investments, Inc. v. Concierge Services (2005) 35 Cal.4th 376, 393-394.)

CONCLUSION The motion is GRANTED as to all claims asserted by Plaintiffs against Defendant CRM and Defendant Aneian. Plaintiffs are ordered to arbitrate those claims before JAMS under provision 16.M of the APA. The motion is DENIED WITHOUT PREJUDICE as to Plaintiffs' claims against Defendant BKG.

Within 30 calendar days after service of notice of this ruling, Plaintiffs shall jointly file and serve a demand for arbitration before JAMS against Defendant CRM and Defendant Aneian. Plaintiffs shall forward the fees for the arbitration proceedings assigned to the demanding party by provision 16.M, as invoiced and administered by JAMS. The arbitrator shall determine the ultimate payment or reimbursement of arbitration fees and any award of attorney fees and costs under provision 16.M.

Defendant BKG is named in the First Amended Complaint but has not been served and has not appeared. Although the Court stays further proceedings in this action pending completion of the arbitration, the stay does not preclude Plaintiff from effecting service of the summons and operative complaint upon Defendant BKG. Nothing in this order extends or otherwise adjudicates any statutory deadline applicable to service upon BKG. (See Code Civ. Proc., Sec.Sec. 583.210, 583.240.) The entire action is STAYED pending completion of arbitration. Moving Defendants to give notice. Case Number: 26CHCV00068 Hearing Date: August 14, 2026 Dept: F46 Dept. F-46 Hearing Date: August 14, 2026