Earl Arp, et al. v. Via Transportation, Inc., et al.

The Company and I mutually consent to the resolution of all claims or controversies ("claims"), past, present or future, whether or not arising out of my employment (or its termination), that the Company may have against me or that I (and no other party) may have against any of the following (1) the Company, (2) its officers, directors, employees or agents in their capacity as such or otherwise, (3) the Company's management company, (4) the Company's parent, subsidiary and affiliated entities, (5) the Company's benefit plans or the plans' sponsors, fiduciaries, administrators, affiliates and agents, and/or (6) all successors and assigns of any of them. (Ibid.)

Plaintiff does not dispute that this agreement exists or that she signed it. Plaintiff does not dispute that Defendants accurately recited the arbitration clause. Plaintiff does not contend that the agreement is unconscionable or otherwise unenforceable. Plaintiff's only point in opposition is that Defendants failed to present a copy of the agreement.

The agreement was inadvertently omitted from the declaration of Steven Vodicksa. Defendants rectified the error by attaching the document to their reply. Notably, Plaintiff received a copy of the agreement prior to the motion. (Daniel Decl. P. 3.) Thus, Defendants did not present any "new" evidence in the reply, and Plaintiff has not been deprived of the opportunity to address the agreement. Even without the attachment, Defendants complied with Rule 3.1330 by reciting the agreement verbatim.

Plaintiff presents no challenge to the existence or enforceability of the agreement. Therefore, the Court finds that the parties have agreed to arbitrate the claims at issue.

CONCLUSION

Defendants Alden Enterprises, LLC's and Longwood Management, LLC's motion to compel arbitration is GRANTED. The case is stayed in its entirety.

EARL ARP, et al., Plaintiffs, v. VIA TRANSPORTATION, INC., et al. Defendants. | Case No.: 26STCV08168 Hearing Date: August 19, 2026 [TENTATIVE] order RE: defendant via transportation, inc.'s and nomad transit, llc's demurrer to first amended complaint |

| | BACKGROUND

On March 12, 2026, Plaintiffs Earl Arp, et al. filed this action against Defendants Via Transportation, Inc., et al. for breach of contract, breach of the implied covenant of good faith and fair dealing, and wage and hour violations. Plaintiffs filed the operative First Amended Complaint on June 10, 2026.

The complaint stems from underlying wage and hour violations, which were asserted in a prior lawsuit filed by Plaintiff Zettlemoyer in August 2020. (FAC P. 20.) The parties underwent mediation in November 2021 and reached a Memorandum of Understanding in February 2022. (Id., P.P. 21-22.) In April 2022, the parties executed an Agreement Regarding Consolidated Mediation, agreeing that the claims "will be mediated jointly, before arbitration is filed." (Id., P. 23, Ex. 2.) Thereafter, Defendants allegedly ignored Plaintiffs' requests to mediate. (Id., P. 24.) Due to the delay, Plaintiffs filed a lawsuit in May 2025 for breach of the mediation agreement. (Id., P. 26.) The parties finally attended mediation in September 2025, which was unsuccessful. (Id., P. 27.) Plaintiffs subsequently filed this action for breach of the mediation agreement and for the wage and hour violations.

On July 6, 2026, all plaintiffs except Edward Galstyan and Mark Simmonds stipulated to arbitration of this action. On July 14, 2026, Defendants Via Transportation, Inc. and Nomad Transit, LLC filed the instant demurrer to the FAC. Plaintiffs Galstyan and Simmonds filed an opposition on August 6, 2026. Defendants filed a reply on August 12, 2026.

LEGAL STANDARD

A demurrer for sufficiency tests whether the complaint states a cause of action. (Hahn v. Mirda (2007) 147 Cal.App.4th 740, 747.) When considering demurrers, courts read the allegations liberally and in context. (Taylor v. City of Los Angeles Dept. of Water and Power (2006) 144 Cal.App.4th 1216, 1228.) In a demurrer proceeding, the defects must be apparent on the face of the pleading or by proper judicial notice. (Code Civ. Proc., Sec. 430.30(a).) A demurrer tests the pleadings alone and not the evidence or other extrinsic matters. (SKF Farms v.

Superior Court (1984) 153 Cal.App.3d 902, 905.) "California law emphasizes ultimate fact pleading (with some exceptions, notably for fraud and related torts) 'in ordinary and concise language,' and the test for adequacy is not absolute but 'whether the pleading as a whole apprises the adversary of the factual basis of the claim.'" (Lim v. The.TV Corp. Internat. (2002) 99 Cal.App.4th 684, 690.)

MEET AND CONFER

Before filing a demurrer or a motion to strike, the demurring or moving party is required to meet and confer with the party who filed the pleading demurred to or the pleading that is subject to the motion to strike for the purposes of determining whether an agreement can be reached through a filing of an amended pleading that would resolve the objections to be raised in the demurrer. (Code Civ. Proc., Sec.Sec. 430.41, 435.5.)

The Court finds that Defendants have satisfied the meet and confer requirement. (See McGeorge Decl.)

DISCUSSION

I. Narrowed Claims

As an initial matter, Plaintiffs have dismissed their ninth and tenth causes of action, as well as Defendant Erin Abrams. Plaintiffs further do not challenge the demurrer to the third cause of action.

II. Breach of Contract

a. Breach

Defendants argue that they did not breach the contract because mediation indisputably occurred, and occurred before arbitration, which was the only obligation under the mediation agreement. Defendants argue that delay cannot be a breach because the contract does not specify a deadline for commencing mediation. However, "[i]f no time is specified for the performance of an act required to be performed, a reasonable time is allowed." (Civ. Code, Sec. 1657.) Here, the FAC alleges that Defendants delayed mediation for three-and-a-half years and only attended mediation after Plaintiffs filed a lawsuit. (FAC P.P. 24-27.)

A reasonable trier of fact may find that Defendants failed to perform within a reasonable time and therefore breached the agreement. Whether Defendants bore sole responsibility for the delay, or whether Plaintiffs themselves did enough to pursue mediation, are matters of proof, not pleading. For pleading purposes, the FAC sufficiently establishes that Defendants refused to mediate, thereby breaching the agreement.

b. Damages

Defendants argue that Plaintiffs suffered no damages as a result of the purported delay because the FAC alleges expenses that Plaintiffs would have incurred even if mediation had commenced immediately. However, the FAC alleges "reliance damages in the amount of the fees, costs, and expenses they incurred, including mediation fees, attorneys' fees, and costs expended in pursuing the agreed mediation process in reliance on the Agreement." (FAC P. 104.) This sufficiently describes costs attributable to the breach which would not have been incurred had mediation occurred sooner.

What precise costs Plaintiff actually incurred, and whether those costs are truly attributable to the delay, are matters of proof, not pleading. Therefore, Plaintiffs have sufficiently pled a breach of contract claim. The Court notes, however, that if Plaintiffs prevail on their underlying claims for wage and hour violations, they would be able to recover the same attorney's fees and costs as part of those claims.

III. Covenant of Good Faith and Fair Dealing

"The covenant of good faith and fair dealing, implied by law in every contract, exists merely to prevent one contracting party from unfairly frustrating the other party's right to receive the benefits of the agreement actually made." (Guz v. Bechtel National, Inc. (2000) 24 Cal.4th 317, 349-350.) "The covenant of good faith and fair dealing imposes obligations on the contracting parties separate and apart from those consensually agreed to." (Bodenhamer v. Superior Court (1987) 192 Cal.App.3d 1472, 1477.)

Therefore, "breach of a specific provision of the contract is not a necessary prerequisite to a claim for breach of the implied covenant of good faith and fair dealing." (Schwartz v. State Farm Fire & Casualty Co. (2001) 88 Cal.App.4th 1329, 1339.) Nonetheless, "the scope of conduct prohibited by the covenant of good faith is circumscribed by the purposes and express terms of the contract." (Avidity Partners, LLC v. State of California (2013) 221 Cal.App.4th 1180, 1204.) "The implied covenant of good faith and fair dealing does not impose substantive terms and conditions beyond those to which the parties actually agreed." (Ibid.) "It cannot impose substantive duties or limits on the contracting parties beyond those incorporated in the specific terms of their agreement." (Ibid.)

Here, the allegations in the FAC support an inference that Defendants deprived Plaintiffs of the benefit of the contract--a timely mediation. Mediation is meant to be a more efficient alternative to litigation. If Defendants delayed mediating for three-and-a-half years, they arguably deprived Plaintiffs of the benefit of mediation. Although the contract does not specify a deadline for mediation, an implied covenant claim does not depend on express contract terms. An implied obligation to mediate within a reasonable time is arguably consistent with " the purposes and express terms of the contract." (See Avidity Partners, LLC, supra, 221 Cal.App.4th at p. 1204.)

The second cause of action is not duplicative of the first. A claim is duplicative if it "adds nothing to the complaint by way of fact or theory." (Award Metals, Inc. v. Superior Court (1991) 228 Cal.App.3d 1128, 1135.) Here, the implied covenant claim articulates a distinct theory that is actionable even in the absence of an express breach. Thus, Plaintiffs are entitled to plead the second cause of action in the alternative.

IV. Joint Enterprise/Employer

Defendants argue that Via cannot be liable for the third through twelfth causes of action because only Nomad signed the Independent Contractor Agreements (ICAs) under which Plaintiffs were allegedly misclassified. However, Defendants raise extrinsic facts regarding who signed the ICAs. The allegations and incorporated exhibits do not establish, as a matter of law, that Via did not sign the ICAs. Moreover, the FAC alleges sufficient ultimate facts establishing that Via and Nomad operated as a joint enterprise and were Plaintiffs' joint employers. (FAC P.P. 10-19.) These allegations support Via's liability even if Via did not sign the ICAs.

Defendants also argue that Plaintiffs failed to either allege the substance of the ICAs or attach them to the FAC. However, these are requirements for pleading a breach of contract. (See Miles v. Deutsche Bank National Trust Co. (2015) 236 Cal.App.4th 394, 402.) Plaintiffs are not suing for breach of the ICAs. The ICAs are merely evidence that Plaintiffs were misclassified. Evidence is not considered on a demurrer. Plaintiffs have pled the ultimate fact that they were misclassified. (FAC P.P. 8, 46-60.) Thus, Via remains potentially liable for misclassification.

V. Statute of Limitations

Plaintiffs' Labor Code claims are subject to either a one-year or three-year statute of limitations. (See Code Civ. Proc., Sec.Sec. 338(a), 340(a); Lab. Code, Sec. 203(b).) The allegations and attached exhibits show that Plaintiffs are former employees of Defendants whose employment ended by April 2022 at the latest. Specifically, Plaintiffs allege that they "were" employed by Defendants and "are no longer employed by Defendants," and the mediation agreement executed in April 2022 states that Plaintiffs "were" Driver Partners. (FAC P.P. 2, 166, Ex. 2.) This action was filed four years after April 2022, past the applicable statutes of limitations, thus barring the third through eleventh causes of action. Plaintiffs do not contest this in their opposition, but they claim that they can cure the defect by amendment.

CONCLUSION

Defendants Via Transportation, Inc.'s and Nomad Transit, LLC's demurrer is SUSTAINED with leave to amend as to the third through eighth and eleventh through twelfth causes of action, and OVERRULED as to the first and second causes of action. | Home -->)" -->