Aldon vs. Rivian Automotive, LLC

A court’s role in considering a petition to compel arbitration under the FAA 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. If the response is affirmative on both counts, then the Act requires the court to enforce the arbitration agreement in accordance with its terms.” (Chiron Corp. v. Ortho Diagnostic Sys. Inc. (9th Cir. 2000) 207 F.3d 1126, 1130.) “In determining the rights of parties to enforce an arbitration agreement within the FAA’s scope, courts apply state contract law while giving due regard to the federal policy favoring arbitration.” (Pinnacle Museum Tower Assn. v.

Pinnacle Market Development (US), LLC (2012) 55 Cal.4th 223, 236.) “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.” (Ibid.)

Existence of Arbitration Agreements

Under Code of Civ. Proc. §1281.2, the first thing the Court must decide is whether there was an agreement to arbitrate, a meeting of the minds. (Mitri v. Arnel Management Co. (2007) 157 Cal.App.4th 1164, 1169.) This analysis is no different under the Federal Arbitration Act (“FAA”) – there must be an agreement in writing to submit a controversy to arbitration. (9 U.S.C.A. § 2.)

“In determining the existence of an agreement to arbitrate, the trial court must employ a three-step burden shifting process. The party seeking to compel arbitration bears an initial burden to show an agreement to arbitrate; that burden can be met by providing a copy of the alleged agreement. If that initial burden is met, the burden shifts to

the party opposing arbitration to identify a factual dispute as to the agreement’s existence, thereby shifting the burden back to the arbitration proponent. At that point, and “[b]ecause 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.” (Garcia v. Stoneledge Furniture LLC (2024) 102 Cal.App.5th 41, 51 [cleaned-up].)

Here, on June 24, 2025, Plaintiffs leased a 2025 Rivian R12. To lease the Subject Vehicle, Plaintiffs executed the Rivian Motor Vehicle Agreement (“RMVA”), which contains an Arbitration Agreement. (Cleveland Decl., ¶ 3; Exh. B.) The Arbitration Agreement in Section 16 provides that it governs all disputes between “you and Rivian” and “You and Rivian agree to resolve all Disputes by binding arbitration.” (Ibid.)

The RMVA is between Plaintiffs and Rivian, LLC. Defendant Rivian Automotive, Inc., Rivian and VW Group Technology, LLC, and Rivian Automotive, LLC are express third party beneficiaries under the RMVA, and are entitled to enforce the provisions of the agreement. (Ibid.)

The RMVA also contained a hyperlink to the Warranty Agreement and incorporated that agreement by reference. The Warranty Agreement provides that the Arbitration Agreement set forth in the RMVA applies to any dispute between Plaintiffs and Rivian. (Cleveland Decl., ¶ 5, Exh. C.)

Rivian has sufficiently shown the RMVA contains an agreement to arbitrate. Plaintiffs appear to challenge the enforceability of the arbitration agreement in the Warranty on the ground that the doctrine of equitable estoppel does not apply. But Rivian is a named third party beneficiary under the RMVA and entitled to enforce the agreement. Therefore, the motion is not dependent upon a finding that the Warranty arbitration agreement is also enforceable.

Moreover, Plaintiffs do not dispute the validity of the Arbitration Agreement in the RMVA or that their claims are covered by the Arbitration Agreement. Rather, they contend the Arbitration Agreement is unconscionable and unenforceable.

Rivian, however, argues that the arbitrator must determine arbitrability. The Arbitration Agreement contains a delegation clause which requires that any question regarding the validity, interpretation, construction, performance and enforcement be determined by the arbitrator.

Delegation Clause

“Parties to an arbitration agreement may agree to delegate to the arbitrator, instead of a court, questions regarding the enforceability of the agreement. They ‘can agree to arbitrate almost any dispute—even a dispute over whether the underlying dispute is subject to arbitration.’...There are two prerequisites for a delegation clause to be effective. First, the language of the clause must be clear and unmistakable. Second, the delegation must not be revocable under state contract defenses such as fraud, duress, or unconscionability.” (Tiri v. Lucky Chances, Inc. (2014) 226 Cal.App.4th 231, 241–42 (cleaned-up).)

In Tiri, the court found that the following delegation clause was clear and unmistakable: “The Arbitrator, and not any federal, state, or local court or agency, shall have the exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this Agreement, including, but not limited to, any claim that all or any part of this Agreement is void or voidable.” (Id. at 237, 242.) The court found that the “language indicates an intent to delegate all issues to an arbitrator, including issues of enforceability. . .” (Id. at 242.)

The delegation clause in the Arbitration Agreement at issue here is identical to the

delegation clause in Tiri. Specifically, the delegation clause which appears in the “Arbitrator’s Powers” section of the Arbitration Agreement provides:

“The arbitrator, and not any federal, state, or local court or agency, shall have the exclusive authority to resolve any Dispute relating to the interpretation, applicability, enforceability, or formation of this Agreement, including, but not limited to, any claim that all or any part of this Agreement is void or voidable.”

(Cleveland Decl., Exh. B.)

The delegation clause clearly delegates the authority to the arbitrator to determine enforceability or formation of the agreement to arbitrate.

Under the second prerequisite, the delegation must not be revocable under state contract defenses such as fraud, duress, or unconscionability. Plaintiff argues the delegation clause is unconscionable because it appears in the same pre-printed, nonnegotiable RMVA that Plaintiff had no meaningful opportunity to negotiate.

Unconscionability

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.” (Armendariz v. Foundation Health Psychcare Servs., Inc. (2000) 24 Cal. 4th 83, 114, 6 P.3d 669, 690.) However, they need not be present in the same degree. (Ibid.) A sliding scale approach is used and the more substantively oppressive the contract term, the less evidence of procedural unconscionability is required. (Ibid.) “The party resisting arbitration bears the burden of proving unconscionability.” (Pinnacle Museum Tower Assn. v. Pinnacle Mkt. Dev. (US), LLC (2012) 55 Cal. 4th 223, 247.)

a. Procedural Unconscionability

“Procedural unconscionability focuses on the elements of oppression and surprise.” (Serafin v. Balco Properties Ltd., LLC (2015) 235 Cal. App. 4th 165, 177.) “Oppression arises from an inequality of bargaining power which results in no real negotiation and an absence of meaningful choice. Surprise involves the extent to which the terms of the bargain are hidden in a prolix printed form drafted by a party in a superior bargaining position.” (Ibid.) “[A] finding of procedural unconscionability does not mean that a contract will not be enforced, but rather that courts will scrutinize the substantive terms of the contract to ensure they are not manifestly unfair or one-sided.” (Baltazar v. Forever 21, Inc. (2016) 62 Cal.4th 1237, 1244.)

In Sanchez v. Valencia Holding, Co., LLC (2015) 61 Cal.4th 899, the high court found that an automobile sales contract, as a contract of adhesion, was to some degree procedurally unconscionable, even if the buyer was able to negotiate the price for the vehicle and did not attempt to negotiate an arbitration provision alleged to be unconscionable. (Id. at 750-751.) It also stated, “a finding of procedural unconscionability does not mean that a contract will not be enforced, but rather that courts will scrutinize the substantive terms of the contract to ensure they are not manifestly unfair or one sided.” (Id. at 751.)

As in Sanchez, the RMVA has some degree of procedurally unconscionability because it was non-negotiable.

b. Substantive Unconscionability

Plaintiffs argue that various provisions of the arbitration agreement are substantively unconscionable, but their arguments are not specific to the delegation clause, as required under Tiri and Rent-A-Center. (Tiri, supra, 226 Cal.App.4th at 244, citing Rent-A-Center, West, Inc. v. Jackson (2010) 561 U.S. 63, 73.)

Here, the delegation clause is not overly harsh, and does not sanction one-sided results. “An arbitration agreement imposed in an adhesive context lacks basic fairness and mutuality if it requires one contracting party, but not the other, to arbitrate all claims arising out of the same transaction or occurrence or service of transaction or occurrences.” (Id. at 246-247.) The delegation clause in this case does not lack mutuality because both Rivian and Plaintiff are bound by it equally. The arbitration agreement provides that “You and we understand that we are both waiving our rights to go to court (other than small claims court, as provided below), to prevent our claims to a jury and to have claims resolved by a jury trial...” (emphasis added.)

As held in Tiri, although the delegation clause is a contract of adhesion and procedurally unconscionable, it is nonetheless valid and enforceable because it is not substantively unconscionable.

Accordingly, the Motion is GRANTED, and the action is stayed pending completion of arbitration. Any further issues regarding enforceability are delegated to the arbitrator.

The Case Management Conference set for October 12, 2026 is vacated.

ADR Review is set for April 26, 2027 at 9 AM.

Moving Party shall give notice of all the above.

2 Harris vs. Planned Parenthood Orange and San Bernardino Counties

2023-01350613 1. Motion to Compel Deposition (Oral or Written) 2. Motion to Compel Further Responses to Form Interrogatories 3. Motion to Compel Further Responses to Form Interrogatories 4. Motion to Compel Production